Kelly & Co., Morgan Guaranty Trust Company of New York, New York, N. Y. GULF OIL CORPORATION MAY 17, 1972. DEAR SENATOR METCALF: This will acknowledge receipt of your letter of May 2, 1972 addressed to Mr. E. D. Brockett requesting information about our company's shareholders. For your information, Mr. Brockett retired as Chairman of the Board and Chief Executive Officer on December 31, 1971. Mr. B. R. Dorsey, our President, was designated Chief Executive Officer upon Mr. Brockett's retirement. With respect to your inquiry as to the total number of voting shares of common stock, please be advised that as of March 3, 1972, the Corporation had outstanding 207,693,074 shares of its capital stock entitled to be voted at our Annual Meeting of Shareholders. We regret that we will be unable to comply with your request for a list of the 30 top shareholders in the company and the amount of stock held by each. It is our practice of long standing not to disclose specific information concerning individual shareholders. We consider our shareholders' names and holdings to be privileged information to be divulged only in accordance with applicable provisions of the law. 1972. MARCH 17, DEAR SENATOR METCALF: In response to your letter of March 11, 1972 addressed to Rawleigh Warner, Jr., Chief Executive Officer, Mobil Oil Corporation, I'm pleased to enclose a list of the 30 largest stockholders of Mobil Oil Corporation. This is the list as of February 7, 1972, the most recent date for which that information is now available. The first name listed in each case is the record owner. In those cases where the record owner is known to us to be a "nominee", we have also listed immediately under the record owner's name the name of the principal or fiduciary. In response to the other question in your letter, the number of voting securities of the Corporation outstanding was 101,567,404 shares as of February 11, 1972, all of one class and each having one vote. Anderson & Co., the Fidelity Bank, Philadelphia, Pa.. Reing & Co., Morgan Guaranty Trust Company of New York, New York, N.Y. Cross & Co., First Pennsylvania Banking & Trust Co., Steere & Co., Girard Trust Bank, Philadelphia, Pa.. Shaw & Co., Morgan Guaranty Trust Company of New King & Co., First National City Bank, New York, N.Y.- The Sealy & Smith Foundation for the John Sealy Hospi- PHILLIPS PETROLEUM COMPANY 619,487 520, 592 507,525 473, 189 464,044 434,624 433,400 424,763 400,000 393,591 377, 100 372,720 359, 859 344,300 ΜΑΤ 12, 1972. DEAR SENATOR METCALF: This is in answer to your letter of May 2, 1972, addressed to Mr. W. W. Keeler, Chairman of the Board of Directors, in which you request certain information regarding our Company's common stock and its stockholders. As of December 31, 1971, the Company had issued 76,192,076 shares, there were 1,451,401 of such shares held in our treasury and there were 74,740,675 shares outstanding and entitled to vote. This information appears on page 19 of the enclosed annual report of the Company for 1971.1 You also requested a list of the 30 top stockholders of our Company. We consider information with respect to our stockholders' names and the amounts of their holdings to be privileged and confidential information to be given only upon indication of proper purpose in accordance with applicable provisions of the law. Since no such indication your request. However, on page 10 of the annual report is evident from your letter, we must respectfully decline some generalized statements about our stockholders Sincerely, HARVEY W. THOMPSON, SHELL OIL COMPANY MAY 17, 1972. DEAR MR. METCALF: This is with reference to your letter of May 2, 1972, to Mr. Denis B. Kemball-Cook requesting information concerning certain shareholders and the total number of shares of Common Stock of this Company outstanding. For your information, Mr. Denis B. Kemball-Cook retired from the Company on June 30, 1971. Mr. H. Bridges is now the President and the Company's Chief Executive Officer. The Company is authorized by its Certificate of Incorporation to issue 80,000,000 shares of its Common Stock, of which, as of May 10, 1972, there were outstanding 67,396,938 shares. Each share of Common Stock is entitled to one vote for all purposes. On that date, Shell Petroleum N. V., The Hague, the Netherlands, beneficially owned 46,889,888 shares of Common Stock or 69.57 percent of the Common Stock outstanding. All of the voting shares of Shell Petroleum N. V., a Netherlands company, are owned 60 percent by Royal Dutch Petroleum Company, a Netherlands company, and 40 percent by The "Shell" Transport and Trading Company, Limited, an English company. The remaining shares of Common Stock of the Company are held by approximately 33,330 shareholders. The foregoing is a matter of public disclosure. However, since the Company is under a fiduciary obligation to the shareholders not to violate the confidentiality of their respective holdings, other than as required by law, we must respectfully decline to furnish any further information in this regard. Sincerely, W. W. WESTERFIELD, Jr., Secretary. STANDARD OIL COMPANY OF CALIFORNIA MAY 8, 1972. DEAR SENATOR METCALF: This is a reply to your letter of May 2, 1972, to Mr. H. J. Haynes, requesting information on our stockholders and enclosing your April 25 remarks in the Senate. Our Company has issued 84,837,251 shares of common stock. Our largest stockholder of record is Yerba & Co.-a nominee of the Crocker National Bank in San Francisco. Currently Yerba is the record holder of 4,784,000 shares5.6 percent of outstanding stock. This is held on behalf of approximately 21,400 employee members of the Company's Stock Plan. These employee members have what is known as "pass through" rights to vote the stock in their accounts. Under this arrangement the bank Trustee sends the Company's annual report and proxy solicitation material to each member together with a voting instruction form to be returned to the Trustee from the member. These instructions are confidential and the Company has no access to them. If instructions are not received from a member, the stock in his trust account is "sterilized". Bank officers authorized to sign in behalf of Yerba & Co. attend the Company's Annual Meeting of Stockholders and cast votes according to the instructions they have received from the members. I am giving you the above information on our largest stockholder because it is a matter of public record as the Company files a Registration Statement S-8 with the Securities and Exchange Commission on this Stock Plan. I am also giving this detailed information to help explain "nominee" accounts. Nominees have been created for DEAR SENATOR METCALF: This is in response to your letter of May 2 requesting a list of the 30 top stockholders in Standard Oil Company, the amount of stock owned by each, and the total number of voting shares of common stock. We believe that the information regarding stock ownership which you request is a private matter between the company and its shareholders. We feel that we should not voluntarily supply this confidential information to a third party, and hence cannot comply with your request. As of April 30, 1972, there were 69,831,613 shares of common stock of Standard issued and outstanding. Yours truly, JOHN E. SWEARINGEN, Chairman of the Board. STANDARD OIL COMPANY, INCORPORATED IN NEW JERSEY1 MARCH 30, 1972. DEAR SENATOR METCALF: In replying to your letter of March 11, I must tell you that it has been the long standing practice of our management not to disclose holdings of individual shareholders to persons outside the Company, for reasons which I hope you will understand. We regard the relationship between the Company and the shareholder as a private one, somewhat like that between a bank and its depositors and, in the absence of some legal requirement, would not wish to be guilty of disclosing a shareholder's private affairs for the purposes of third parties. Normally, of course, third party inquiries arise out of marital difficulties, creditors' claims, or just plain curiosity of say a relative or a newspaper columnist. I fully appreciate that your inquiry must have a substantial purpose in the public interest. Unfortunately, we have been unable to establish any satisfactory dividing line between "good" inquiries and "bad" inquiries and this has forced us to decline to make any voluntary disclosure. I can tell you that the 30 largest shareholders of this corporation all happen to be intermediary holders, for the most part the nominees of banks who, as you know, hold in their custody shares for a variety of investors-indipurposes of viduals, estates, mutual funds, etc.—and for convenience frequently lump such holdings into one or more nominee accounts. Thus, the nominee account has title to, but not beneficial ownership of, the shares and the real owners are not disclosed to the Company. Our largest shareholder account happens to be the Trustee of our Thrift Fund, holding shares beneficially owned by many thousands of employees of this Company and its affiliates. This account currently holds 6.3 million Now Exxon Corporation. shares or something less than 3 percent of the 224,227,367 shares outstanding as of December 31, 1971. The range among the 30 largest shareholders is from this largest account down to a nominee which holds slightly over onehalf million shares, or less than two-tenths of 1 percent. To reiterate, there is no account among the 30 largest, with the exception of the Trustee, which appears to us to be anything other than an intermediary nominee holder for a bank or broker. I regret that the problems touched upon prevent me from giving you all of the exact information you requested. I trust that the information which I have provided will be of use to you. Sincerely yours, M. M. BRISCO, President. THE STANDARD OIL COMPANY OF OHIO (SOHIO) MAY 16, 1972. DEAR SENATOR METCALF: I have read with a great deal of interest the copy of the Con, ressional Record which was enclosed with your letter of May 2, 1972. I do not believe that information about our company's stockholders is the kind of information that would be helpful to you. I am enclosing a copy of a proxy statement which describes in detail the transaction whereby The British Petroleum Company Limited acquired the equivalent of a 25 percent common stock interest in our company.' Pages 2 and 3 of the proxy statement describe this interest and the table on Page 3 shows that British Petroleum can eventually own 54 percent of our common stock. With respect to disclosure of information about stockholders, I can understand that companies may have differing policies. For example, it is interesting to note that on those lists which were supplied to you there are no named individuals. Like several of the companies mentioned in the Congressional Record it is our policy not to disclose information about stockholders which is not otherwise publicly disclosed unless we are legally required to do so. Sincerely, ALTON W. WHITEHOUSE, Jr., DEAR SENATOR METCALF: This refers to your letter of March 11, 1972 addressed to Mr. Augustus C. Long in which you request certain information regarding our Company's stockholders. For your information, Mr. Augustus C. Long is no longer Chief Executive Officer of our Company. He retired as such on December 31, 1971 and is now Chairman of the Executive Committee of the Board of Directors; Mr. Maurice F. Granville is Chairman of the Board of Directors and Chief Executive Officer. We must advise that we consider our stockholders' names and stockholdings to be privileged and confidential information to be divulged only upon a showing of proper purpose in accordance with applicable provisions of the law. No such purpose is indicated by your letter, and we must therefore respectfully decline your request. In case it may be of assistance to you, we can advise ing 274,285,268 shares of common stock, which shares that as of February 1, 1972, our Company had outstandwere held by 299,021 owners of record. No one stockholder owned as much as 1.5 percent of the outstanding shares. Very sincerely yours, WILFORD R. YOUNG, Senior Vice President and General Counsel. SUN OIL COMPANY President. MAY 8, 1972. MY DEAR SENATOR METCALF: This will acknowledge receipt of your letter of May 2, 1972 requesting a list of the 30 top stockholders in the Sun Oil Company, the amount of common stock each holds, and the total number of voting shares of common stock. It is not the practice of this Company to disclose any information pertaining to stockholders, which may be of a confidential nature. We are willing, however, to supply you with any information previously made public. To this end, I am enclosing a copy of our Company's most recent proxy statement, which was circulated to our shareholders to give them notice of the Company's Annual Meeting of April 18, 1972. I specifically call your attention to pages (1) and (2), where the total outstanding 1 Retained in committee files. UNION OIL COMPANY OF CALIFORNIA JUNE 7, 1972. DEAR SENATOR METCALF: I regret that my absence from the country has delayed my reply to your letter of May 2. As at December 31, 1971 the Company had 28,371,285 Common Shares (excluding Treasury Shares) and 9,627,954 Preferred Shares outstanding. Each Common Share and each Preferred Share is entitled to one vote. You have also requested that we give you a list of the thirty top stockholders and the amount of Common Stock each holds. It has always been our practice to regard and treat our stockholders' names and stock holdings as confidential for reasons that I am sure you will appreciate. I believe also that this is in accordance with the laws of this Company's state of incorporation-California. Under the circumstances we must respectfully decline to give you the names and stock holdings you request in your letter. Very truly yours, FRED L. HARTLEY, President. 29-553 - 74 17 B. Other Industrial Companies ALLIED CHEMICAL CORPORATION JUNE 2, 1972. DEAR SENATOR METCALF: Your letter of May 2, 1972, relating to stock records of this Corporation, has been referred to me for reply. The only voting securities of Allied Chemical Corporation are shares of Common Stock. As of April 30, 1972, there were 27,558,773 shares of Common Stock outstanding. Your request for a list of the "30 top stockholders" and "the amount of common stock each holds" calls for confidential information which is to be disclosed only to the extent that disclosure is duly authorized. One of the restrictions with respect to such information is the provision in the New York Business Corporation Law to the effect that persons seeking to inspect stockholder records are to show a purpose which is in the interests of the business of the corporation. No such showing has been made by your letter. Accordingly, we respectfully decline to comply with your request. Thank you for your Corporation. Sincerely yours, interest in Allied Chemical BRIAN D. FORROW, Vice President and General Counsel. We wish to cooperate with you and your Committee in any way we can to develop information which we are free to give you. We believe we have the responsibility, however, in the absence of being served with legal process, to hold in confidence the specific holdings of our stockholders. In order to be as helpful as possible, while still observing our responsibilities, we attach a list of our thirty largest stockholdings, identified only by kind of stockholder, together with the amount of the holding. We do have some data that will indicate the number of actual beneficial holdings standing behind each record holding, and our estimate appears as a number in parenthesis next to each account. This number is derived from the number of sets of proxy soliciting material requested by the nominal holder at the time of the mailing with respect to our last annual meeting. Sincerely yours, DAVID A. De Wahl, Approximate shares (as of Mar. 31, 1972) lying beneficial holdings 654, 000 66, 100 Unknown 545, 098 200 3. Bank. 6. Bank. 14. Bank. 17. Bank. 19. Bank. 20. Bank. 464, 990 38 201, 292 260 154, 400 Unknown 28. Bank.. 62, 160 Unknown 4. Brokerage firm. 370, 437 3, 300 5. Brokerage firm. 240, 977 683 13. Brokerage firm 156, 113 214 18. Brokerage firm. 99, 100 699 25. Brokerage firm. 64, 266 590 29. Brokerage firm. 60, 599 475 At the present time we are uncertain as to the propriety of sending the names of the 30 largest record holders of our shares. We do regard our shareholder lists as being confidential and feel that we would be obligated to obtain the consent of any shareholders whose names appear on the list. We are quite certain that no individual shareholder owns as much as 1 percent of our outstanding 27. Individuals. shares. Record holders representing trusts and pension funds very likely would hold substantially more if all of their holdings were consolidated. At December 31, 1971, American Home Products Corporation had 51,679,000 common shares outstanding and 902,390 convertible preferred shares outstanding. We enclose a copy of our 1971 Annual Report which provides further data concerning our shares and capital structure. Please see pages 18 through 24. 7. Miscellaneous_ 8. Miscellaneous. 10. Miscellaneous_ 15. Miscellaneous22. Miscellaneous_ ARMCO STEEL CORPORATION MAY 22, 1972. DEAR SENATOR METCALF: Your letter of May 2 has been referred to me for reply. We thank you for the copy of your comments contained in the Congressional Record of April 25, 1972. On February 25, 1972, Armco Steel Corporation had outstanding and entitled to vote 29,411,991 shares of common stock and 4,050,858 shares of preferred stock, all of which are entitled to one vote per share. I regret that with respect to your request for the names of the thirty top stockholders in our Company and the amount of common stock held by each, we are unable to comply. We consider the names of our stockholders and the number of shares held by each to be confidential information which we, on our part, will not disclose. Under Firjer & Co.. Geary & Co... Ince & Co... Elm & Co.. 1, 207, 680 609, 528 400, 400 253, 460 195, 000 181, 585 169, 700 160, 000 138, 700 137, 532 Searsfund & Co. 122, 646 89, 400 Steere & Co.. 87, 060 Merrill Lynch, Pierce, Fenner & Smith.. 84, 877 Cust & Co.... 80, 591 Map & Co.... 59, 888 57, 687 51, 784 50, 000 50,000 Charles Stewart Mott Foundation_ 48, 890 Dade & Co. It should be emphasized that this list is not indicative of either concentration of ownership of Bendix stock or of concentration of voting control. Nearly all of the shareholders listed are either banks or major brokerage houses or their nominees who are generally not the beneficial owners of the shares held of record by them. Consequently, such stockholders do not have the ability to exercise control over the corporation since, in general, they do not have discretionary authority to vote the shares held in their names on any matter for which stockholder approval Royork & Co. is at all in doubt. Cudd & Co.... Maslif One & Co. Main & Co... Hax & Co.. For instance, Stuart & Co., the largest stockholder of record, is the nominee for the Trustee of the Corporation's Salaried Employees' Savings & Stock Ownership Hoos & Co.... Plan. All participants in this plan are solicited for voting instructions prior to each Shareholders' Meeting. Likewise, although in certain instances banks may have specific discretionary authority to vote stock held by them as fiduciaries, we understand that it is the policy of most major banks to solicit voting instructions from the beneficial owners of stock held in agency, custodial and investment management capacities and to vote the stock in accordance with such instructions, even where the banks are not specifically required to solicit instructions under the terms of the governing instruments. Cede & Co., the second largest stockholder of record, is a depository for certificates of stock traded on the New York Stock Exchange recently formed to facilitate the timely settlement of transactions without the need for the physical exchange of certificates. Cede & Co. is bound by the rules of the New York Stock Exchange in voting shares held of record by it. Under these rules stock held of record, for the benefit of others, by members of the Exchange (or their nominees) cannot be voted unless the member firms have transmitted proxy soliciting material to the beneficial owners. Such member firms must vote such stock in accordance with any voting instructions received from the beneficial owners. Member firms may vote such stock in their discretion only if, after soliciting proxies, (1) no voting instructions have been received, (2) they do not have knowledge of any contest as to the action to be taken and (3) the matter to be voted on will not affect substantially the rights or privileges of such stock. BETHLEHEM STEEL CORPORATION MAY 18, 1972. DEAR SENATOR METCALF: Mr. Cort has asked me to reply to your letter of May 2, 1972, requesting "a list of the 30 top stockholders" of Bethlehem, "the amount of common stock each holds," and "the total number of voting shares of common stock" of Bethlehem. To answer your last question first, on February 29, 1972, the record date for Bethlehem's 1972 Annual Meeting of Stockholders, there were outstanding in the hands of the public 44,482,938 shares of its Common Stock, each entitled to one vote per share. In addition, 1,504,180 shares were held in Bethlehem's treasury, which are not entitled to vote. I regret that I cannot furnish you the names of the 30 top stockholders of Bethlehem, because we regard information on individual stockholdings as confidential and believe that we have a fiduciary responsibility to our stockholders to protect the confidentiality of their holdings. However, in order to cooperate with you as much as I feel that we properly may, I have prepared and enclose herewith a list of the 30 largest stockholdings of record on February 29, 1972, which, although it does not identify the individual stockholders, describes the nature of each holder, as, for example, "broker," "nominee for mutual fund," "nominee for bank fiduciary accounts," etc. I trust that the list will be satisfactory for your purposes. |