DEAR SENATOR METCALF: This will acknowledge receipt of your letter of May 9, 1972, requesting certain information from our company's stockholder records. As of May 16, 1972, the total number of outstanding voting shares of the company's common stock was 7,087,698. In view of the fact that many stockholders regard their ownership of stock as a private matter, and in view of the fiduciary relationship between the company and its stockholders, it is our policy not to disclose the amount of stock owned by a stockholder in our company unless that disclosure is required by law or appropriate regulations. Accordingly, we must respectfully decline to furnish a list of the top 30 stockholders and the amount of common stock each holds in our company. A copy of your request has been mailed to each of those stockholders so that they may, if they wish, furnish the information requested. You may find helpful the enclosed Proxy Statement prepared and distributed to our stockholders in connection with our 1972 Annual Meeting.' Beginning at page 4, you will find certain information as to the stock ownership of our principal stockholders and our directors which must be disclosed in accordance with the requirements of the Federal securities laws. As reported therein, Jefferson-Pilot Corporation held beneficially 776,823 shares, all of which were held of record by Jefferson-Standard Life Insurance Company (600,417 shares) and Pilot Life Insurance Company (176,406 shares), two wholly-owned subsidiaries of Jefferson-Pilot Corporation. Very truly yours, THOMAS I. STORRS, President. Supplemental Response by Continental Casualty Company MAY 31, 1972. DEAR SENATOR METCALF: Per your request of Thomas I. Storrs, President of NCNB Corporation, to furnish certain information regarding the thirty top stockholders, please be advised that Continental Casualty Company as of this date is the beneficial owner of 58,740 shares. Very truly yours, RICHARD T. Fox, Treasurer. NATIONAL BANK OF DETROIT MAY 16, 1972. DEAR SENATOR METCALF: I am responding to your recent letter to Mr. Robert M. Surdam, Chairman of National Bank of Detroit, in which you requested a listing of our Bank's 30 largest shareholders. Under the National Banking Law (12 USC 484) and Regulations of the Comptroller of the Currency (Ruling 7.6025) we may not disclose records of the Bank to anyone other than the Comptroller of the Currency except as authorized by law. There is an exception authorized by law (12 USC 62) whereunder shareholder lists may be subject to inspection Retailed in committee files. DEAR SENATOR METCALF: I am in receipt of your letter of May 9. As a matter of policy we do not disclose the names of our shareholders or the shares they hold without their consent. Accordingly, we have written our 30 largest stockholders asking for their consent and enclosing a copy of your letter and its attachment. Upon receipt of an affirmative response, we will furnish your office with the information requested. You further inquire as to the total number of voting shares of common stock of Northwest Bancorporation. As of May 1, 1972, this figure was 11,549,635 shares. Sincerely, RICHARD H. VAUGHAN, President. NORTRUST CORPORATION MAY 25, 1972. DEAR SENATOR METCALF: I am responding to your letter of May 9 requesting a list of the thirty top stockholders of The Northern Trust Company and the amount of common stock each holds. You also requested the total number of voting shares of common stock. Delaware corporation, became the owner of all the outAs of December 1, 1971, Nortrust Corporation, a standing capital stock (except directors' qualifying shares) of The Northern Trust Company. Nortrust Corporation is a one-bank holding company under the provisions of the Bank Holding Company Act. Under the circumstances, I assume you would wish to relate your inquiry to the stockholders of Nortrust Corporation. I am able to answer one of your requests. Nortrust Corporation presently has outstanding 2,552,875 shares of common stock, all of which are voting shares. The common stock is the only class of stock which is outstanding and, as of March 10, 1972, there were approximately 3,100 holders of the common stock. We regard the identity of our stockholders and the amount of their stock holdings as confidential information which is not to be disclosed, except when required by applicable law and regulations, including the provisions of the Delaware Corporation Law. Our counsel advises me that no exceptions should be made to this policy. Accordingly, I am not able to respond to your request for information with respect to our thirty top stockholders. I am sure you will understand the position we feel we must take on this matter. Sincerely, E. NORMAN STAUB, President. PNB CORPORATION JUNE 21, 1972. DEAR SENATOR METCALF: Thank you for your letter of May 9, 1972, in which you requested information regarding the total number of voting shares of common stock of PNB Corporation and the thirty largest shareholders of PNB Corporation. As of today, PNB Corporation has 5,421,600 shares of common stock outstanding. With respect to your request for the names of the thirty largest common stockholders of PNB Corporation, we cannot provide you with such information for the reasons given below. First, the Pennsylvania Business Corporation Law provides that only shareholders with a "proper purpose" have a right to examine the share register, books or records of account, and records of the proceedings of the shareholders and directors and make copies of extracts therefrom. "Proper purpose" is defined as a purpose reasonably related to such person's interest as a shareholder. Your request for the names of the thirty largest shareholders of PNB Corporation relates to your investigation of the control of industrial corporation stock, is not made as a shareholder and is not made for a "proper pur pose" as required by the Pennsylvania Business Corporation Law. Second, in order to maintain and preserve the fiduciary relationship between corporation and shareholder, it is the policy of PNB Corporation to respect the confidentiality of its shareholder ownership. Third, we can reveal that generally the thirty largest shareholders of PNB Corporation are composed of mere nominees. Such nominees are the registered holders of shares of PNB Corporation, but are not the beneficial owners of or parties controlling such shares. We do not know the identity of the numerous beneficial owners of shares registered in nominee name. As such, providing you with the list of the top thirty registered holders of shares would only be providing you with misinformation not appropriate or useful to your inquiry. I hope that you will understand and appreciate our reasons for not complying with all of the requests in your May 9 letter. Thank you for your interest in PNB Corporation. I am enclosing for your inspection a copy of the 1971 Annual Report of PNB Corporation.1 Very truly yours, C. MORRIS DORANCE, Jr., Chairman of the Board. 1 Retained in committee files. PITTSBURGH NATIONAL CORPORATION DEAR SENATOR METCALF: This will acknowledge receipt of your letter of May 9, 1972, asking for a list of the thirty top stockholders of our company and for the total number of voting shares. At March 17, 1972, there were outstanding 6,203,273 shares of common stock held in approximately nine thousand accounts. To the best of our information, knowledge and belief, no individual shareholder owns as much as 5 per centum of our stock. We regard the list of shareholders as confidential and in the absence of proper legal process we respectfully decline to comply with your request for the names and holdings of any of them. Very truly yours, MERLE E. GILLIAND, Chairman of the Board and Chief Executive Officer. REPUBLIC NATIONAL BANK OF DALLAS MAY 19, 1972. DEAR SENATOR METCALF: Your recent letter addressed to our President, Mr. James W. Keay, has been referred to me for reply since our Corporate Trust Department maintains the shareholder records for our Bank. We are obligated as a matter of law to file a certified list of our shareholders with the County Clerk of Dallas County, Texas as of the close of business December 31 of each calendar year; therefore, the holders of our stock are a matter of public record. As a matter of convenience to you, there is enclosed a list evidencing the thirty (30) largest holders of our common capital stock together with the number of shares held and the percentage of those shares to the total number of 9,393,078 shares which we have issued and outstanding. We trust that the information given will be of some assistance to you. Please be assured of our cooperation. Yours very truly, FRANK LABARBA, Jr., Vice President and Trust Officer. 30 LARGEST HOLDERS OF COMMON CAPITAL STOCK AS OF MAY 18, 1972-Continued Name and address Sigler & Co., care of Manufacturers Hanover Mason & Co., P.O. Box 2964, Dallas, Tex. Mrs. Erin Bain Jones, P.O. Box 20695, Dallas, Tex.. Wirt Davis, as his separate property and estate, 724 Davis Bldg., 1309 Main St., Dallas, Tex.... Sheldon & Co., care of the National City Bank of Cleveland, P.O. Box 6210 N, Cleveland, Ohio (nominee for the National City Bank of Cleveland). DEAR SENATOR METCALF: Mr. Beaupre has asked me to reply to your recent letter in which you ask for certain information concerning our stockholders. With your letter you included extracts from the Congressional Record in which you had set forth ten responses to similar requests sent to other corporations. We have examined our policies, together with the answers from other corporations, and have concluded that if the apparent ownership of our stock, as shown in our shareholder list, paralleled that of the four companies which made disclosures, our policy of non-disclosure of private information might not have application. Such is not the case. Therefore, under the circumstances, we must respect63 fully decline your request. We shall, of course, respond to an appropriate subpoena or similar court order. Respectfully, Edward West, Jr., Vice President and Cashier. 103, 230 1. 09 94, 050 1.00 77, 500 .82 65, 000 .69 59, 835 59, 392 63 Obie & Co., P.O. Box 2558, Houston, Tex. Patricia D. Beck, as her separate property and estate, P.O. Box 2716, Dallas, Tex... John E. Jonsson, 3300 Republic Bank Tower, Dallas, Tex. First Southwest Co., Mercantile Bank Bldg., Dallas, Tex... (nominee for Texas Commerce Bank, N.A., Houston, Tex.). Spinnaker & Co., care of State Street Bank & Trust Co., Investment Company Department, P.O. Box 5006, Boston, Mass. (nominee for State Street Bank & Trust Co.).. Virg & Co., care of United California Bank, J. R. Turner & Co., P.O. Box 2716, Dallas, SECURITY PACIFIC NATIONAL BANK MAY 24, 1972. DEAR SENATOR METCALF: This is in reply to your letter of May 9 addressed to Carl E. Hartnack, President, requesting a list of the top 30 holders of common stock of this Bank, the number of shares held by each of them and the total number of voting shares of common stock .45 outstanding. 47 45 .45 There are at the present time 20,431,530 shares of our common stock outstanding. As to the other information you requested, it is our policy to keep information about our stockholders confidential except as public disclosure may be required by law. We regret that we are not in a position to comply more fully with your request. Sincerely, JOHN H. HARRIMAN, Vice President and Secretary. SHAWMUT ASSOCIATION, INC. JUNE 6, 1972. DEAR SENATOR METCALF: I am pleased to respond to your letter of May 9, seeking certain information regard.38 ing the stock ownership of our corporation. 36, 750 .39 36, 220 Enclosed is a list of names, addresses and shareholdings of the thirty largest shareholders of record as of March 15, 1972, the record date for our most recently declared dividend. On that same date, there were 1,919,569 shares of voting common stock outstanding, which is the only authorized class of capital stock, and which was listed in the names of 11,853 shareholders of record. The largest single record holder, Olsen & Co., is a nominee of our own National Shawmut Bank of Boston, Trust Department, and represents principally shares held for 868 employees of affiliated banks in the holding company under profit sharing and stock purchase plans. In addition, there are several listings of other nominee names used by banks which we have reason to know represent shares beneficially owned by individuals. The list includes the names of 16 savings banks or nominee names used by savings banks. Overall, 156 savings banks own about 15 percent of the Corporation's outstanding shares. We have omitted the name of an individual stockholder owning 5,460 shares, since we have not been able to contact him for permission to disclose his name. Sincerely, H. EDWARD REED, Vice President and Treasurer. UNION AMERICA MAY 18, 1972. DEAR SENATOR METCALF: I am responding to your letter of May 9, 1972 addressed to Mr. Robert H. Volk in which you request certain information regarding our Company's shareholders. This information is not available as a matter of public record. I'm sure you will appreciate the need to keep our individual stockholdings confidential and understand that we have a fiduciary responsibility to our shareholders to protect this confidentiality. Our by-laws restrict the availability of this type of information even to our own shareholders. One of the show a purpose reasonably related to his or her interests restrictions in our by-laws is that the shareholder must as a shareholder. As no such purpose is indicated by your letter, we must respectfully decline your request. Sincerely yours, RICHARD D. FARMAN, Vice President, General Counsel, and Secretary. U.S. BANCORP MAY 22, 1972. DEAR SENATOR METCALF: This is in response to your letter dated May 9, 1972, requesting a list of the 30 major shareholders of U.S. Bancorp and the amount of stock held by each. The information you have requested is confidential and our legal counsel has long advised us that our duty to our shareholders does not permit us to release such data. I can tell you, since it is a matter of public record, that the total issued and outstanding common stock of U.S. Bancorp consists of 4,080,257 shares, of which 30,000 shares are currently held by this corporation as Treasury stock. I regret that we are not able to give you the other information you have requested. Sincerely, LEROY B. STAVER, The Commonwealth of Massachusetts, State Employees Annuities Fund, Treasury Department, State House, Boston, Mass.. Gastown, Inc., 622 State St., Springfield, Mass.. W.S. & B. Co., Boston Five Cents Savings Bank, 30 School St., Boston, Mass. 11, 200 Merrill Lynch, Pierce, Fenner & Smith, Inc., 70 Pine St., New York, N.Y... Chairman. 11, 109 WACHOVIA CORPORATION JUNE 1, 1972. DEAR SENATOR METCALF: Thank you for your letter of May 9, 1972, requesting certain information concerning stockholders of this corporation. Wachovia considers the information requested regarding a list of the top thirty stockholders of our corporation to be confidential, and that we have a fiduciary responsibility to our stockholders to protect this confidentiality. Thus, we regret that we cannot supply such a list. I am, however, enclosing for your information our most recent Proxy Statement and direct your attention to page 4 thereof entitled "Voting Shares of Wachovia" for a publicly available discussion of our stock ownership.' I trust that this information will be of use to you. In answer to your other request, the total number of shares of voting stock of this corporation outstanding as of June 1, 1972 is approximately 10,562,886 shares of $5.00 par value voting Common Stock (taking into consideration the additional shares issued pursuant to our recent 2-for-1 Common Stock split) and approximately 1,926,863 shares of $5.00 par value voting Cumulative Convertible Preferred Stock. 5,000 1 Retained in committee files. WELLS FARGO & COMPANY JUNE 9, 1972. DEAR SENATOR METCALF: This is in reply to your letter of May 9, 1972 requesting a list of our 30 top stockholders, the amount of common stock each holds, and the total number of voting shares of common stock. Absent a subpoena, we are reluctant to identify the stockholders by name. However, we are pleased to give you the list of our 30 top stockholders by substituting for the names a description of the stockholders, such as "bank_nominee", "insurance company" or "individual". We believe that supplying you with this information in this form will serve the purpose of your inquiry. Very truly yours, J. O. ELMER, Senior Vice President. LIST OF 30 TOP STOCKHOLDERS AS OF MARCH 31, 1972 Holder Bank nominee... Do- Do... Do.. Number of shares 481, 134 250,000 190, 937 168, 400 thirty persons shown by our records to be the largest holders of our stock, a request for permission to disclose to you their identity and the amount of their holdings. We will promptly give you the information you ask to the extent permission to do so is granted by these stockholders. We trust that the information given herein will be of assistance to you and we regret our inability presently to furnish the additional data you request. Sincerely, CLIFFORD TWETER, President. VI. INSURANCE COMPANIES CNA FINANCIAL CORPORATION MAY 16, 1972. DEAR SENATOR METCALF: Your letter of May 8 addressed to Mr. Jacque Sammet, President of the Continental Assurance Company, has been referred to my office. Continental Assurance Company is a wholly-owned 176, 806 subsidiary of CNA Financial Corporation; therefore, in response to your specific question, there is but one stockholder in Continental Assurance Company and that is CNA Financial Corporation. CNA Financial Corporation has 33.8 million shares of Common stock outstanding. This stock is widely held and a list of the 30 top stockholders would include substantially all nominee and street 162, 043 149, 047 142, 887 110,000 98, 514 88, 063 86, 625 85, 572 84, 561 names. I trust the foregoing is responsive to your inquiry. Respectfully, THOMAS R. IGLESKI, Secretary. 39, 200 36, 258 36, 104 35, 525 35, 509 NOTE. Common stock, $10 par value as of May 31, 1972: Authorized, 12,000,000 shares; issued 9,287,040 shares. WESTERN BANCORPORATION MAY 23, 1972. DEAR SENATOR METCALF: This will acknowledge receipt of your recent request for a list of the thirty top stockholders of this Corporation, the number of shares held by each, and the total number of voting shares outstanding. This Corporation has issued but one class of stock, and at February 11, 1972, the record date for the 1972 annual meeting of stockholders, there were 22,871,074 shares outstanding. A few shares have been issued since that date, and if you wish a more recent figure, we can advise you of the number of shares outstanding on June 2, 1972, the record date for the next dividend, as soon as the information becomes available. We consider the identity of our stockholders and the amount of their holdings to be confidential information in our hands, and not subject to disclosure in the absence of legal requirement or permission given by the stockholders. Accordingly, we are forwarding to each of the CONNECTICUT GENERAL INSURANCE CORPORATION MAY 25, 1972. DEAR SENATOR METCALF: Mr. Roberts has asked me to respond to your letter of May 8. We have 17,982,639 shares of capital stock (all common) outstanding, of which 17,957,160 are entitled to be voted. We have approximately 20,900 stockholders. We feel we must decline your request for a list of our top 30 stockholders and the amount of stock held by each. We can tell you that as of a recent date the top 30 included three individuals, all of them long-time residents of Hartford, two state retirement systems, and an investment banking house, some of whose shares are undoubtedly held for the benefit of other persons or interests. All the rest were bank nominees. In fact, some 68 percent of our voting shares are registered in nominee name, with a predictable concentration in the nominees of the larger banks. There is nothing surprising about this. Our stock has long been considered a prime investment for various types of trust funds, and is also held by several mutual funds and certain other types of substantial institutional investors. This necessarily means that the trust departments of many of the largest banks in this country hold large amounts of our stock, much of it in a fiduciary capacity, some of it in a custodial capacity, and virtually all of it in nominee name. The same is true, of course, of the stocks of many other large corporations, and this situation was reflected very clearly in the facts you recited in your April 25 remarks in the Senate, to which you referred in your letter. |