Part I-Leading Stockholders of Major American Corporations in 1972 Based on

Responses to an Inquiry to Senator Lee Metcalf to 324 Corporations

Chapter 1

INTRODUCTION

CONCERNS OF COMMITTEE

The principal focus of this report is an analysis and

CORPORATE OWNERSHIP REPORTING ACT evaluation of replies received in response to a request directed to 324 of the largest corporations in America A recent bill referred to the committee which reflects this for a list of their 30 top stockholders and the amounts interest is the Corporate Ownership Reporting Act, inof such holdings. That such stockholders would con- troduced as S. 3923, 92nd Congress, by Senator Metcalf centrate heavily among trust departments of leading on August 16, 1972. The chief provision of this act would banks of the country and other institutional investors require any, corporation doing business in the United was both anticipated and confirmed.

States and having a gross income of over $10 million to The report begins by placing the inquiry in perspective, furnish the Librarian of Congress a report containing the both of the interest of the Senate Committee on Govern- name and address of each owner, as defined below, of that ment Operations in the subject, and of its place in the corporation, together with the number and percentage of field of financial concentration. Following the tabulations any class of the voting securities of the corporation which and evaluation of responses received, which are arranged such owner is authorized to vote. The term owner is in six industry sections, is a chapter of general observa- defined to mean any person who directly or indirectly or tions on (1) the variations in information disclosed by acting through one or more persons has power to vote 1 firms in the different industries, (2) the question of con- percent or more of any class of voting securities of a fidentiality raised by many of the respondents, (3) the corporation. significance of bank holdings and some of the data gaps The information which this bill is intended to elicit that remain, and (4) the position of Cede and Company, would provide a better understanding of the ownership the nominee of the New York Stock Exchange. A brief and potential controlling power which exist in dominant concluding chapter is followed by an addendum on the segments of the economy. role of the bank nominee.

GROWTH OF INSTITUTIONAL INVESTMENTS

Such information assumes added importance with the The Senate Committee on Government Operations has growth of large institutional investments, including parlong been concerned with the quality of Federal reports ticularly stock investments by insurance companies, and the coordination of Federal reporting services. It has employee pension funds, and by other trusts and estates recognized the inadequacy of information obtained in administered by bank trust departments. For example, various areas critical to national policy decision making, the Institutional Investor Study Report of the Securities including in particular certain basic financial and other and Exchange Commission, issued in 1971, points out economic data from leading corporations in this country.

that institutions as a group (excluding endowments, At the same time it is anxious to avoid duplication of re- foundations, investment counselling accounts, and various porting requirements and imposition of heavy reporting minor types of institutionally managed portfolios for burdens on business enterprises, especially small busi- which data are not available prior to 1952) increased their nesses.

share of total stock outstanding from less than 7 percent A few examples may be cited. In the 91st and 92nd in 1900 to about 19 percent in 1952. A more comprehensive Congresses, the Subcommittee on Intergovernmental definition of financial institutions places estimates of Relations held extensive hearings on bills (S. 3067, 91st institutional holdings at about 24 percent of outstanding Congress, and S. 1637, S. 1964,

and S. 2064, 92d Congress) corporate stock in 1952, a figure that increased to 26 to provide for consumer, labor, and small business repre- percent by 1958 where, with some fluctuations, it resentation on the advisory committees of the Office of mained through the following decade. However it should Management and Budget, and for other reforms of be noted that these investments have been concentrated advisory committees. These hearings and subsequent heavily in the shares of the larger, publicly traded coraction by the committee and subcommittee were instru

i U.S. Securities and Exchange Commission. Institutional Investor mental in the passage of Public Law 92-463, the Federal Study Report. Summary Volume (92nd Congress, 1st Session, Advisory Committee Act, approved October 6, 1972. House Doc. No. 92-64, Part 8), p. ix.

(15)

2

porations. Thus, as the same study notes, three successive Census

of Share-ownership surveys conducted by the New York Stock Exchange of the ownership of securities listed on that Exchange show that from 1962 to 1965 and 1970, institutional holdings increased from 31.1 percent to 35.5 percent to 39.4 percent, respectively. In fact, John C. Whitehead, chairman of the Securities Industry Association, is reported to have said this year: "In 1963, institutional investors accounted for 35 percent of the dollar value of New York Stock Exchange trading volume. That percentage today is over 70 percent. In some stocks, 90 percent of volume is institutional.”

BANK TRUST DEPARTMENTS

Billions

45

53

EQUITY HOLDINGS OF FINANCIAL INSTITUTIONS Paul Kolton, president of the American Stock Ex: fronted by Martin E. Lybecker, writing in the April

Finally, another aspect of the same problem is conchange, estimated this year that total equity holdings of

1973 issue of the Yale Law Journal, when he states: financial institutions amounted to $310 billion divided as follows:

Among the most powerful (and most anony

mous) of our nation's financial institutions are Banks..

$170

bank' trust departments. They manage assets Mutual funds..

substantially exceeding the assets of the largest Insurance companies.

42

one hundred corporations in the United States. Foundations, investment counsellors and smaller

In fact, bank trust departments have larger institutions.

securities portfolios than all other institutional Some of the potential danger that such concentration investors combined. As a result, certain commerportends was well outlined in the recent Business Week cial banks have the power to control major article from which the statistics just cited are taken: “Are

corporations. the Institutions Wrecking Wall Street?” (Business Week, Yet the regulation of bank trust departments June 2, 1973, pp. 58-66.) This article reaches the following

seems cursory in many respects compared to that conclusion:

applied to other institutional investors. Only It is a fact that institutions (mutual funds,

superficial data are gathered by bank examiners, insurance companies, pension funds, and bank

whose responsibilities relate primarily to the trust departments) trade stocks in such huge

bank's other departments. Even less information quantities that they accentuate price swings in

is made available to the public.5 the market-all the more so because institutions increasingly limit their investing to a relative

Lybecker makes, among others, the following recom

mendations: handful of stocks. What has emerged is a highly volatile market in a few issues, a lack-luster

The first step towards public disclosure of bank market in most issues—and a closed door to many

trust investment activities is to determine which of the companies that want to take their shares

fiduciary relationships held by banks should be public. Beyond all that--and one prime reason

subject to the securities transactions reporting the small investor has deserted the market-are

provisions. Trust accounts over which the bank allegations that institutions, because of their huge

does not have investment discretion and all perholdings, are privy to inside information of which

sonal trust and estate accounts not managed the small investor is left ignorant.

collectively might be excluded. Quarterly reports should be required for all the remaining trusts,

common trust funds, pension funds, and group TWO-TIER MARKET

employee benefit funds. Disclosure should include Similarly the lead article in the July 1973 issue of

all significant securities purchases, sales, markets Fortune, "How the Terrible Two-Tier Market Came to

used, and quarterly holdings. In addition, the Wall Street”, by Carol J. Loomis, starts out with the

reporting trusts should disclose quarterly, the summary statement: “The big banks have used their market value and size of all securities holdings trust and pension-fund dollars to create a situation

which, after aggregation within each trust group, unique in history. For a good many, corporations it

exceed five percent of the outstanding shares of spells trouble in raising equity capital." The two-tier any corporation. Finally all banks administering market refers to one market of a select few securities, trust assets should report annually their 100 usually with very high price-earnings ratios, so-called

largest securities holdings, their portfolio proxy glamour stocks, which institutional investors favor to the

policy, and their investment management polivirtual exclusion of the other market which consists of

cies. less favored stocks which nonetheless have substantial The inquiry by Senator Metcalf and this report, based investment merit. As the article states (p. 83):

on the responses to his inquiry, thus have a direct bearing The two-tier market owes its existence to the on the size of institutional investments and the issues they actions, and the nonactions, of both institutional

raise for the American economy and for public policy. ? Ibid., p. ix.

Lybecker, Martin E. Regulation of bank trust department in• Business Week, June 2, 1973, p. 58.

Chapter II

SCOPE OF INQUIRY

In order to obtain a better perspective on the nature of my 25 April remarks in the Senate,"Disclosure and concentration of stockholdings of the largest companies in Control of Industrial Corporation Stock.” 1 the United States among bank trust departments, insur

Very truly yours, ance companies, other financial institutions, and other

(Signed) LEE METCALF. holders, Senator Metcalf in May of 1972, addressed the following letter to the chief executive officer of 324 of the

These corporations were taken from the Fortune Nation's largest corporations:

Directory of Companies in its May 1971 issue as follows:

(1) the 100 largest industrial companies, ranked by sales U.S. SENATE,

in 1970; (2) the 50 largest commercial banking companies, Washington, D.C., May 1972.

ranked by assets in 1970; (3) the 50 largest retailing comDear

panies, ranked by sales in 1970; (4) the 50 largest transporI shall appreciate receiving a list of the 30 top stock- tation companies, ranked by operating revenues in 1970; holders in your company, and the amount of common

(5) the 50 largest utilities ranked by assets in 1970; and stock each holds. In addition, I would like to know the

(6) the 24 largest stock life insurance companies, ranked

by assets in 1970. Of the 50 largest life insurance companies total number of voting shares of common stock.

listed by Fortune the other 26 are mutual companies that If your records do not conveniently identify the actual

are owned by their policy holders and do not issue stock. owner of the stock, the street name will suffice.

The following table gives an indication of the relative Enclosed, for background regarding this request, are size of the corporations in these six groups. Table 1.-SIZE RANGE OF CORPORATIONS FROM WHICH STOCKHOLDER DATA WERE

REQUESTED

Industrial corporations:

Largest company by sales in 1970..

100th company by sales in 1970... Commercial banking companies:

Largest company by assets in 1970.

50th company by assets in 1970..--Retailing companies:

Largest company by sales in 1970..

50th company by sales in 1970..--Transportation companies:

Largest company by operating revenues in 1970.

50th company by operating revenues in 1970.Utilities:

Largest company by assets in 1970..

50th company by assets in 1970..-. Stock life insurance companies:

Largest company by assets in 1970. 24th company by assets in 1970.-

1 Operating revenues.

• Commercial banks and life insurance companies do not have aggregate sales investment data comparable to the other four types of companies included.

The extent of response to the request of Senator Metcalf

VOTING STOCKS for the holdings of the 30 largest stockholders of each of these 324 companies can be indicated as follows:

In the great majority of cases, the common stock as reported was the voting stock of the company. Where pre

ferred or otherwise designated stock also had voting As percent rights, they are included in the attached tabulations. In Number

instances where treasury stock was included by respond

ents, this was noted and deducted from reported totals, Total response

89

27.5 Partial information supplied.

since treasury stock has no voting rights attached to it. 74

22. 8 Subsidiary companies....

20

6. 2 (Treasury stock is stock of a corporation that has been Reply received but no relevant data

authorized, issued, outstanding, and subsequently resupplied.-.

83

acquired for management disposition. The latter usually is No reply received.

58

17. 9

effected by purchase or by donation.) Total...

324
100.0

INDUSTRY GROUPINGS

The report that follows concentrates on the 89 full The report is divided into the following industry groups: replies. For these replies a tabulation has been prepared industrial companies (divided into petroleum and all indicating the number and percentage of shares held by the other), transportation (divided into airlines, railroads, and top 30 stockholders, their names and amounts of stock held all other), public utilities (divided into communications by each; where there are more than one nominee of banks and electric and gas utilities), retailing firms, banks, and or other financial institutions, these have been consoli- insurance. In terms of response, table ž provides the same dated. In addition, an indication of the nature of other information as the aggregate information shown above for responses (or extent of nonresponse) is also supplied. all 324 companies contacted. Table 2. SUMMARY OF INFORMATION SUPPLIED IN RESPONSE TO REQUEST FOR 30 LARGEST

STOCKHOLDERS

PARTIAL REPORTING

'Two of these companies requested that information supplied be kept confidential. From this table the variations in extent and kind of response by industrial grouping, can be seen. Reasons for the variations are considered below.

The most partial reporting (giving information on

several holders, but not the full 30) was done by FULLY REPORTING COMPANIES

electric and gas utilities and miscellaneous transportation Among fully reporting companies, the best record companies, where there are some Federal reporting goes to communications utilities, railroads, and airlines. requirements for major stockholdings, but no require ent These are the only groups where 50 percent or more pro- for the largest 30. vided all of the information requested. The poorest Conspicuous among groups which responded, but record goes to insurance companies, miscellaneous trans- refused to give any data revealing particular stockbolders, portation companies, retail companies, and banks. were banks and industrial companies. Highest among