Presidents, and Reed is Vice President and Comptroller.
5. Bethlehem Common Stock is listed and traded on the New York Stock Exchange. On January 31, 1974, 43,665,676 shares of Bethlehem Common Stock were outstanding and in the hands of the public. On December 31, 1974, there were about 188,000 stockholders of record of Bethlehem Common Stock.
6. The only stock entitled to be voted at the Annual Meeting of Bethlehem are shares of Bethlehem Common Stock.
7. The Annual Meeting of Bethlehem (the "Annual Meeting") will be held on April 29, 1975, at 11:00 a.m. in the Hotel duPont, Eleventh and Market Streets, Wilmington, Delaware, for certain purposes including the election of Directors.
8. Plaintiff has made no demand on the directors of Bethlehem to seek redress for Bethlehem directly for the matter out of which plaintiff's suit is alleged to arise.
9. Plaintiff has made no request for concerted action to plaintiff's fellow stockholders.
10. In connection with the Annual Meeting, there was prepared and distributed by United States mail to the stockholders of Bethlehem a Notice of Annual Meeting of Stockholders and Proxy Statement, along with two forms of Proxy. Copies of these proxy solicitation documents have been received into evidence.
11. The Proxy Statement solicited the recipient stockholder, inter alia, to vote for the election of the individual defendants as directors through the signing and returning of the Form of Proxy.
12. The expenses incurred by Bethlehem to date, related to the defense of the case of Richard A. Ash v. Steward S. Cort et al., 350 F. Supp. 227 (E.D.Pa.1972) ("Ash v. Cort"), exceed $75,000.
13. From September 27, 1972, to date:
(a) The proxy material and annual reports published by Bethlehem have not mentioned Ash v. Cort.
(b) Filings by Bethlehem with the Securities & Exchange Commission have not referred to Ash v. Cort.
(c) No written communications between Bethlehem and the Securities & Exchange Commission have referred to Ash v. Cort.
(d) No resolutions of the board of directors or minutes of the board of directors have referred to Ash v. Cort.
(e) No resolutions of the board of directors have referred to the decision to raise the question of whether Title 18 U.S.C. § 610 is unconstitutional.
14. The estimated costs of reprinting the proxy material and resoliciting Bethlehem stockholders are $92,500, comprised of the following estimated expenses:
(1) Reprinting proxy statement $12,000
(2) Reprinting proxy card 3,000
(3) Envelopes, outgoing and return 3,000
(4) Computer printing of proxy cards --
overtime basis 3,000
(5) Part time help for inserting material
in outgoing mail envelopes 2,500
(6) Outgoing postage 20,000
(7) Return postage 16,000
(8) Delivery of proxy material to brokers 3,000
(9) Broker solicitation fees and postage 30,000
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