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Part IV

The Top 10 Stockholders of 209 Electric Utilities

A Staff Analysis of Ownership Reports Filed With the Federal Power Commission

Annual report of

Part IV-The Top 10 Stockholders of 209 Electric Utilities—a Staff Analysis of Ownership Reports Filed With the Federal Power Commission

The Federal Power Commission requires electric utilities under its jurisdiction to include certain information regarding security holders and voting powers in

their annual reports to the Commission (FPC Form 1). The pertinent FPC form is reproduced below:

1. (A) Give the names and addresses of the 10 security holders of the respondent who, at the date of the latest closing of the stock book or compilation of list of stockholders of the respondent, prior to the end of the year, had the highest voting powers in the respondent, and state the number of votes which each would have had the right to cast on that date if a meeting were then in order. If any such holder held in trust, give in a footnote the known particulars of the trust (whether voting trust, etc.), duration of trust, and principal holders of beneficiary interests in the trust, If the stock book was not closed or a list of stockholders not compiled within one year prior to the end of the year, or if since the previous compilation of a list of stockholders, some other class of security has become vested with voting rights, then show such 10 security holders as of the close of the year. Arrange the names of the security holders in the order of voting power, commencing with the highest. Show in column (a) the titles of officers and directors included in such list of 10 security holders.

SECURITY HOLDERS AND VOTING POWERS

(B) Give also the voting powers resulting from ownership of securities of the respondent of each officer and director not included in the list of 10 largest security holders.

2. If any security other than stock carries voting rights, explain in a supplemental statement the circumstances whereby such security became vested with voting rights and give other important particulars concerning the voting rights of such se curity. State whether voting rights are actual or contingent and if contingent describe the contingency.

3. If any class or issue of security has any special privileges in the election of directors, trustees or managers, or in the determination of corporate action by any method, explain briefly.

4. Furnish particulars concerning any options, warrants, or rights outstanding at the end of the year for others to purchase securities of the respondent or any securities or other assets owned by the respondent, including prices, expiration dates, and other material information relating to exercise of the options, warrants, or rights. Specify the amount of such

securities or assets so entitled to be purchased by any officer, director, associated company, or any of the ten largest security holders. This instruction is inapplicable to convertible se curities or to any securities substantially all of which are outstanding in the hands of the general public where the options, warrants, or rights were issued on a prorata basis.

5. Give date of the latest closing of the stock book prior end of year, and state the purpose of such closing

6. State the total number of votes cast at the latest general meeting prior to the end of year for election of directors of the respondent and number of such votes cast by proxy... Total.. By proxy..

7. Give the date and place of such meeting.

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The median number of votes cast at the annual stockholders' meeting the preceding year, in relation to the total number of voting shares, was approximately 86 percent.

In 55 percent of the elections, 100 percent of the votes were cast by proxy.

In 92 percent of the elections, more than 95 percent were cast by ргоху.

The remaining 8 percent included some holding company subsidiaries which reported that all votes had been cast (presumably by the holding company) but none by

proxy.

In 99 of the utilities, 10 or fewer stockholders hold all or most of the stock. In many of these instances the

utility is a subsidiary of a utility holding company, a generating combine comprised of several operating companies, or an industrial company.

NOMINEE LIST USED

The top 10 security holders in each company, with number of shares held, were separated into major investor categories. The Nominee List was used, as necessary, to determine the principal when stock was listed in nominee name only.

The holdings of the Stock Clearing Corporation, wholly always listed in the name of the nominee, Cede & Co.1 owned subsidiary of the New York Stock Exchange, were Many bank holdings were listed by various nominee names.

Use of nominees for insurance companies varied. The holdings of some insurance companies were never reported in nominee name; the holdings of others were sometimes listed in nominee name.

1 For information regarding changes involving Cede & Co. in 1973, see page 131 and Appendix C, p. 335.

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