from: http://www.newsmakingnews.com/archive7,24,00,7,29,00.htm Click Here: <A HREF="http://www.newsmakingnews.com/archive7,24,00,7,29,00.htm">http</A> ----- CHENEY AND THE MORGAN STANLEY GROUP MORGAN STANLEY GROUP INC /DE/ DEF 14A filed on 4/26/95 Dick Cheney Mr. Cheney, age 54, has been a senior fellow of the American Enterprise Institute, a public policy research organization, since January 1993. He served as Secretary of Defense of the United States from March 1989 to January 1993 and as a member of the United States House of Representatives from January 1979 to March 1989. Mr. Cheney is also a director of IGI, Inc., The Proctor & Gamble Company, Union Pacific Corporation, and U.S. West, Inc. Mr. Cheney has been a director of the Company since June 1993. The other nominees for election as directors and a brief biography of each nominee are listed below. There are no family relationships among any directors, executive officers or nominees. Richard B. Fisher Mr. Fisher, age 58, has served as Chairman of the Board of Directors of the Company and Morgan Stanley since January 1991. From January 1984 through December 1990, he served as President of the Company and Morgan Stanley. He has been a director and a Managing Director of the Company since July 1975 and a director and a Managing Director of Morgan Stanley since July 1970. He was a partner in Morgan Stanley & Co., the predecessor of Morgan Stanley, from July 1970 through June 1975. John J. Mack Mr. Mack, age 50, has served as President of the Company and Morgan Stanley since June 1993. He has been a director and a Managing Director of the Company since December 1987 and was a director and a Managing Director of the Company from January 1979 to March 1986. Mr. Mack has been a director and a Managing Director of Morgan Stanley since January 1979. Barton M. Biggs Mr. Biggs, age 62, has been a director and a Managing Director of the Company since May 1991 and a director and a Managing Director of Morgan Stanley since July 1973. He was a director and a Managing Director of the Company from July 1975 to March 1986. He was a partner in Morgan Stanley & Co. from June 1973 through June 1975. Mr. Biggs is also chairman of the board of directors of The Latin American Discovery Fund, Inc., Morgan Stanley Emerging Markets Fund, Inc., Morgan Stanley Africa Investment Fund, Inc., Morgan Stanley India Investment Fund, Inc. and Morgan Stanley Emerging Markets Debt Fund, Inc. Peter F. Karches Mr. Karches, age 43, has been a director and Managing Director of the Company since February 1994. He has also served as director and Managing Director of Morgan Stanley since January 1985. Sir David A. Walker Sir David Walker, age 55, has been a director of the Company since November 1994, a director of Morgan Stanley since February 1995 and a Managing Director of Morgan Stanley since November 1994. Before joining the Company, Sir David was Deputy Chairman of Lloyds Bank PLC in England. From 1988 to 1992 he was Chairman of the Securities and Investments Board, the British authority that regulates the securities markets. From 1982 to 1988 he was the executive director of the Bank of England and remained as a non-executive director at the Bank until early 1993. Sir David is also a director of Reuters Holdings PLC. Daniel B. Burke Mr. Burke, age 66, is retired. He served as chief executive officer of Capital Cities/ABC, Inc. from 1990 until February 1994. He also served as president and chief operating officer of that corporation from 1986 until February 1994 and has been one of its directors since 1967. Mr. Burke is also a director of Avon Products, Inc., Consolidated Rail Corporation, and Rohm and Haas Company. Mr. Burke has been a director of the Company since February 1994. S. Parker Gilbert Mr. Gilbert, age 61, is retired. He served as Chairman of the Board of Directors of the Company and Morgan Stanley from January 1984 through December 1990. He was President of the Company and Morgan Stanley from January 1983 through December 1983. He was a Managing Director of the Company from July 1975 through December 1990 and a director and a Managing Director of Morgan Stanley from May 1970 through December 1990. From January 1969 through June 1975, Mr. Gilbert was a partner in Morgan Stanley & Co. He has been a director of the Company since July 1975. Mr. Gilbert is also a director of Burlington Resources Inc., ITT Corporation, and Taubman Centers, Inc. Allen E. Murray Mr. Murray, age 66, is retired. He served as chairman of the board of directors and chief executive officer of Mobil Corporation from February 1986 until March 1994 and as one of its directors from May 1977 until March 1994. Mr. Murray also served as president and chief operating officer of that corporation from November 1984 until March 1993. He is also a director of Lockheed Martin Corporation, Metropolitan Life Insurance Company and Minnesota Mining & Manufacturing Company. Mr. Murray has been a director of the Company since November 1992. Paul F. Oreffice Mr. Oreffice, age 67, is retired. He served as chairman of the board of directors of The Dow Chemical Company from May 1986 until December 1992 and was one of its directors from January 1971 until December 1992. Mr. Oreffice served as chief executive officer of that corporation from May 1978 until December 1987 and as president from May 1978 until May 1987. He is also a director of CIGNA Corporation, The Coca-Cola Company, and Northern Telecom Limited. Mr. Oreffice has been a director of the Company since December 1987. Paul J. Rizzo Mr. Rizzo, age 67, is retired. He served as Vice Chairman and Director of International Business Machines Corporation from January 1993 through December 1994. He has been a partner in Franklin Street Partners since 1992. >From September 1987 until 1992, he was Dean of Kenan-Flagler Business School at the University of North Carolina--Chapel Hill. Mr. Rizzo is also a director of Johnson & Johnson, McGraw-Hill, Inc., and Ryder System, Inc. Mr. Rizzo was a director of the Company from July 1986 through December 1992 and has been a director since February 1995. The principal executive offices of the Company are located at 3600 Lincoln Plaza, 500 N. Akard Street, Dallas, Texas 75201-3391. ELECTION OF DIRECTORS (ITEM 1) Effective August 10, 1995, the number of Directors constituting the Board increased from 10 to 11 and Mr. Richard B. (Dick ) Cheney was elected as a Director at a special meeting of the Board of Directors. Mr. Cheney is proposed for election to the Board of Directors by stockholders for the first time. Mr Thomas H. Cruikshank who had served as a Director since 1977, as Chief Executive Officer from May 1983 until October 1995 and as Chairman of the Board since 1989 retired from the Company and the Board on January 2, 1996, and will not be a candidate for election for the ensuing year. The number of Directors constituting the Board of Directors was reduced from eleven to ten effective February 15, 1996. ANNE L. ARMSTRONG, 68, Chairman of Board of Trustees, Center for Strategic and International Studies, Washington, D.C.; former Chairman of the President's Foreign Intelligence Advisory Board, 1981-1990; former Ambassador to Great Britain; joined Halliburton Company Board in 1977; Chairman of the Environment, Health and Safety Committee and member of the Management Oversight and Nominating Committees; Director of American Express Company, Boise Cascade Corporation, General Motors Corporation and Glaxo Wellcome p.l.c. RICHARD B. (DICK ) CHENEY, 55, Chairman of the Board, President and Chief Executive Officer of the Company; President and Chief Executive Officer of the Company, 1995; Senior Fellow, American Enterprise Institute for Public Policy Research, 1993-1995; Secretary of Defense, 1989-1993; Member, U.S. House of Representatives, 1979-1989; joined Halliburton Company Board in 1995; Director of Union Pacific Corporation and The Procter & Gamble Company; Member of the Board of Trustees, American Enterprise Institute for Public Policy Research. LORD CLITHEROE, 66, Chairman, The Yorkshire Bank, PLC; Deputy Chief Executive, The RTZ Corporation PLC (an international group of mining and industrial companies), 1987-1989; Executive Director, The RTZ Corporation PLC, 1968-1987; joined Halliburton Company Board in 1987; Chairman of the Management Oversight Committee and member of the Environment, Health and Safety and Nominating Committees. ROBERT L. CRANDALL, 60, Chairman, President and Chief Executive Officer, AMR Corporation and Chairman and Chief Executive Officer, American Airlines, Inc. (engaged primarily in the air transportation business) since 1985; President, American Airlines, Inc., 1985-1995; joined Halliburton Company Board in 1986; Chairman of the Audit Committee and member of the Compensation and Management Oversight Committees; Director of AMR Corporation and American Airlines, Inc. WILLIAM R. HOWELL, 60, Chairman of the Board, J.C. Penney Company, Inc. (a major retailer); Chairman of the Board and Chief Executive Officer, J.C. Penney Company, Inc., 1983-1994; joined Halliburton Company Board in 1991; Chairman of the Compensation Committee and member of the Management Oversight and Audit Committees; Director of J.C. Penney Company, Inc., Exxon Corporation, Warner-Lambert Company, Bankers Trust Company and Bankers Trust New York Corporation. DALE P. JONES, 59, Vice Chairman of the Company; President of the Company, 1989-1995; Executive Vice President -- Oil Field Services of the Company, 1987-1989; Senior Vice President of the Company, 1987; joined Halliburton Company Board in 1988; Director of Keystone International, Inc. C. J. SILAS, 63, Chairman of the Board and Chief Executive Officer (retired), Phillips Petroleum Company (engaged in exploration and production of crude oil, natural gas and natural gas liquids on a worldwide basis, the manufacture of plastics and petrochemicals and other activities), 1985-1994; joined Halliburton Company Board in 1993; member of the Compensation, Audit and Management Oversight Committees; Director of Comsat Corporation, Reader's Digest Association, Inc. and Ascent Entertainment Group, Inc. ROGER T. STAUBACH, 54, Chairman and Chief Executive Officer, The Staubach Company (a diversified real estate company); Chairman, Chief Executive Officer and President, The Staubach Company, 1983-1991; joined Halliburton Company Board in 1991; member of the Compensation, Management Oversight and Environment, Health and Safety Committees; Director of Life Partners Group, Inc., First USA, Inc., Brinker International, Inc. and Columbus Realty Trust; Trustee of American AAdvantage Funds. RICHARD J. STEGEMEIER, 67, Chairman Emeritus, Unocal Corporation (an integrated petroleum company); Chairman of the Board of Unocal Corporation, 1989-1995; Chief Executive Officer of Unocal Corporation, 1988-1994; President, Unocal Corporation, 1985-1992; Chief Operating Officer of Unocal Corporation, 1985- 1988; joined Halliburton Company Board in 1994; Chairman of the Nominating Committee and member of the Audit and Management Oversight Committees; Director of Unocal Corporation, First Interstate Bancorp, Foundation Health Corporation, Northrop Grumman Corporation, Outboard Marine Corporation and Pacific Enterprises. E. L. WILLIAMSON, 71, Chairman of the Board and Chief Executive Officer (retired), The Louisiana Land and Exploration Company (engaged principally in the exploration, development and production of natural resources), 1985-1988; joined Halliburton Company Board in 1981; Vice Chairman of the Environment, Health and Safety Committee and member of the Compensation and Management Oversight Committees; Director of The Louisiana Land and Exploration Company, Hibernia Corporation and Central Louisiana Electric Company, Inc. COMPENSATION ARRANGEMENT FOR NEW CHIEF EXECUTIVE OFFICER In anticipation of the retirement of Mr. Cruikshank, on August 10, 1995 Halliburton Company entered into an agreement with Mr. Cheney to become President and Chief Executive Officer on October 1, 1995 and, in addition, Chairman of the Board following Mr. Cruikshank's retirement on January 2, 1996. The selection of Mr. Cheney followed an extensive search conducted by a special committee of the Board. The selection criteria emphasized leadership, both strategic and people-based, and knowledge of the global economic and geographic dynamics impacting the Company and the industries it serves in more than one hundred countries around the world. ------------------------------------------------------------------------ IGI, INC. (Cheney's shares.) NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 9, 1995, FORMER CONFORMED NAME: IMMUNOGENETICS, INC. BENEFICIAL OWNER OF SHARES OF CLASS Edward B. Hager, M.D. ......................................................... 919,500(1) 10.0% Pinnacle Mountain Farms Lyndeboro, NH 03082 John P. Gallo ..........................................................583,397(2) 6.3% 1772 Garwood Lane Vineland, NJ 08360 Stephen J. Morris ......................................................... 559,435(3) 6.3% 66 Navesink Avenue Rumson, New Jersey Jane E. Hager ......................................................... 524,500(4) 5.8% Pinnacle Mountain Farms Lyndeboro, NH 03082 Henry A. Malkasian.........................................383,000(5) 4.2% David G. Pinosky, M.D................................................ 264,900(6) 2.9% John O. Marsh, Jr...................................................... 50,000(7) * Dick Cheney..........................................30,000(8) * TerrenceO'Donnell............................ 30,000(8) * Constantine L. Hampers, M.D................................................. 23,000(9) * Donald F.H. Wallach, M.D....................................................... 716 * Stephen G. Hoch.................................................33,750(10) * Denis M. O'Donnell, M.D................................................. 25,250(11) * Lawrence N. Zitto..................................................40,875(12) * John O. Marsh, Jr. ........................... 68 1991 Of Counsel to the law firm of Hazel & Thomas, P.C., Falls Church, VA since January 1995 and Member from 1990 through 1994; Chairman of the Reserve Forces Policy Board since November 1989; Legislative Counsel to Secretary of Defense, 1989; Secretary of the Army from 1981 to 1989; Acting Assistant Secretary of Defense for Special Operations and Low Intensity Conflict, 1988; Counsellor with Cabinet rank to President Ford from 1974 to 1977; Assistant for National Security Affairs to Vice President Ford, from February 1974 to August 1974; Assistant Secretary of Defense from 1973 to 1974; U.S. Representative in Congress from the Seventh District of Virginia from 1963 to 1971 and member of Appropriations Committee from 1965 to 1971. Terrence O'Donnell......................... 51 1993 Member of law firm of Williams & Connolly, Washington, D.C. since March 1992 and from March 1977 to October 1989; General Counsel of Department of Defense from October 1989 to March 1992; Special Assistant to President Ford from August 1974 to January 1977; Deputy Special Assistant to President Nixon from May 1972 to August 1974. Constantine L. Hampers, M.D........ 62 1994 Chairman of the Board of Directors and Chief Executive Officer of National Medical Care, Inc., a provider of in-center and home kidney dialysis services and products, since 1968; Executive Vice President of W. R. Grace & Co. ('W. R. Grace') since 1991; Director of Artificial Kidney Services at Peter Bent Brigham Hospital and Assistant Professor of Medicine at Harvard University School of Medicine prior to 1968 and for several years thereafter; Director of W. R. Grace. ------------------------------------------------------------------------ U S WEST, Inc. (And Director Cheney.) ("U S WEST") was incorporated under the laws of the State of Colorado and has its principal executive offices at 7800 East Orchard Road, Englewood, Colorado 80111, telephone number (303) 793-6500. U S WEST is a diversified global communications company engaged in the telecommunications, directory publishing, marketing and, most recently, entertainment services businesses. Telecommunications services are provided by U S WEST's principal subsidiary, U S WEST Communications, Inc., to more than 25 million residential and business customers in the states of Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington and Wyoming (collectively, the "U S WEST Region"). Directory publishing, marketing and entertainment services as well as cellular mobile communications services are provided by other U S WEST subsidiaries to customers both inside and outside the U S WEST Region. (Financial information concerning U S WEST's operations is set forth in the Consolidated Financial Statements and Notes thereto in the U S WEST 1994 Annual Report to Shareowners (the "1994 Annual Report"), which is incorporated herein by reference.) U S WEST and its subsidiaries had 61,505 employees at December 31, 1994. U S WEST Board of Directors Dick Cheney (54) A former secretary of Defense in the Bush administration, he is a senior fellow with the American Enterprise Institute in Washington, D.C. The former five-term congressman from Wyoming also served as chief of staff for President Ford. Mr. Cheney joined the U S WEST board in 1993. Remedios Diaz-Oliver (56) The chief executive officer and president of All American Container Inc., which sells and distributes glass, plastic and metal containers for a variety of products worldwide. Ms. Diaz-Oliver joined the U S WEST board in 1988. Grant A. Dove (66) The managing partner of Technology Strategies and Alliances, a strategic planning and investment banking firm. Mr. Dove spent nearly 30 years in a number of executive positions with Texas Instruments. He joined the U S WEST board in 1988 and chairs the Human Resources Committee. Allan D. Gilmour (60) The former vice chairman of the Ford Motor Company, Mr. Gilmour held several executive assignments since joining Ford in 1960. He served as the company's chief financial officer before taking over leadership of its international automotive operations and, later, the Ford Automotive Group. He joined the U S WEST board in 1992. Pierson M. Grieve (67) The chairman and chief executive officer of Ecolab Inc., a leading worldwide developer and marketer of premium cleaning, sanitizing and maintenance products and services for the hospitality, institutional and residential markets. He joined the U S WEST board in 1990, and chairs the Board Affairs Committee. Shirley M. Hufstedler (69) A partner in the law firm of Hufstedler, Kaus & Ettinger. She served as secretary of Education during the Carter administration and, for 11 years, as a judge for the 9th U.S. Circuit Court of Appeals. Ms. Hufstedler joined the U S WEST board in 1983, and chairs the Public Policy Committee. Allen F. Jacobson (68) The former chairman and chief executive officer of 3M. Mr. Jacobson has been a member of the U S WEST board since 1983, and chairs the Corporate Development and Finance Committee. Richard D. McCormick (54) Named president and chief executive officer of U S WEST January 1, 1991, and chairman of the board May 1, 1992. Mr. McCormick was president of Northwestern Bell Telephone Company before joining U S WEST as executive vice president in 1985. He became a member of the company's board in 1986. Marilyn Carlson Nelson (55) The vice chair of Carlson Holdings Inc., a group of com-panies involved in marketing services, travel and hospitality services. Ms. Nelson is also chair of Citizens State Bank of Waterville, Minn., and Montgomery, Minn. She joined the U S WEST board in 1993. Frank Popoff (59) The chairman and chief executive officer of The Dow Chemical Company. Since joining Dow Chemical in 1959, he also served as the company's president and chief operating officer and executive vice president for international operations. Mr. Popoff joined the U S WEST board in 1993. Glen L. Ryland (70) The president of RYCO Inc. He is former chairman, president and chief executive officer of Frontier Holdings Inc., and its principal subsidiary, Frontier Airlines. He joined the U S WEST board in 1983, and chairs the Audit Committee. Jerry O. Williams (56) The president and chief executive officer of Grand Eagle Enterprises Inc., a private investment group. Mr. Williams is former president and chief operating officer of AM International Inc., a manufacturer and seller of design, display, reproduction and finishing products and supplies in the graphics industry. He joined the U S WEST board in 1988. Daniel Yankelovich (70) The founder and chairman of DYG Inc., a leading market research firm. He also founded Yankelovich, Skelly and White, one of the nation's largest opinion research organizations. Mr. Yankelovich joined the U S WEST board in 1983, and chairs the Trust Investment Committee. The End. ------------------------------------------------------------------------ ----- Aloha, He'Ping, Om, Shalom, Salaam. Em Hotep, Peace Be, All My Relations. Omnia Bona Bonis, Adieu, Adios, Aloha. Amen. Roads End <A HREF="http://www.ctrl.org/">www.ctrl.org</A> DECLARATION & DISCLAIMER ========== CTRL is a discussion & informational exchange list. Proselytizing propagandic screeds are unwelcomed. Substance�not soap-boxing�please! 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