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LIBERTY NATIONAL LIFE INSURANCE COMPANY
May 12, 1972. DEAR Senator METCALF: I have your letter of May 8 requesting a list of the 30 largest stockholders in our company and the amount of common stock held by each. I am sorry to say that it is not our policy to release this information since we consider it to be the private business of the stockholders themselves.
You also inquire as to the total number of voting shares of common stock. This number is 15,027,644. Very truly yours,
FRANK P. SAMFORD, Jr., President.
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
May 12, 1972. DEAR SENATOR METCALF: Your letter of May 8, 1972, to Mr. K. R. Austin has been referred to me.
This Company was originally founded in 1867 by Frederick M. Hubbell, a pioneer Des Moines capitalist. During his lifetime, Mr. Hubbell created an inter vivos trust and assigned to that trust most of his stock holdings in the Company. The beneficiaries of the Hubbell Trust were Mr. Hubbell, who is long since deceased, and his lineal descendants. The Trust is still in existence, but will terminate by its terms in 1983, at which time the corpus of the Trust will be distributed to Mr. Hubbell's lineal descendants per stirpes and not per capita. There are over seventy such lineal descendants.
At the present time, the Trustees of the F. M. Hubbell
LUTHER L. Hill, Jr.,
LIFE AND CASUALTY INSURANCE COMPANY OF
May 11, 1972. DEAR Senator METCALF: In reply to your letter of May 8 I wish to advise as follows: That total number of voting shares of this corporation issued and outstanding are 22,680,000 shares of common stock. All of these shares are owned by American General Insurance Company, 2727 Allen Parkway, Houston, Texas 77019. Very truly yours,
ALLEN M. STEELE, President.
LIFE INSURANCE COMPANY OF VIRGINIA
Mar 15, 1972.
DEAR SENATOR METCALF: I acknowledge your letter of
May 8, 1972, addressed to Mr. Warren M. Pace, President 853 shares of capital stock outstanding, of which 14,518
of The Life Insurance Company of Virginia, requesting shares are held as treasury stock owned by the company. Our largest stockholder' is the Continental Corporation holdings along with a total number of voting shares of
a list of the 30 top stockholders of this Company and their of New York, which owns 5,711,624 shares. This holding
Common Stock. is a matter of public record through the Annual Report of the Continental Corporation.
As of December 31, 1971, Life of Virginia had issued and We have long regarded the holdings of an individual outstanding 3,523,912 shares of voting Common Stock.
Of this amount 99.5 percent is owned by a single shareholdstockholder as a private matter, to be disclosed only with the consent of the stockholder. I can tell you, however,
er, Richmond Corporation.
Sincerely yours, that the second largest holding of Franklin stock amounts
J. Maurice Miller, Jr., to 276,669 shares or 1.32 percent of the total and that the
Senior Vice President. third largest stockholder owns 263,347 shares or 1.25 percent of the total. The latter account is a major brokerage house, who according to my latest information holds the stock in street name for over 1,200 customers.
LINCOLN NATIONAL LIFE INSURANCE COMPANY Cordially yours,
MAY 30, 1972. GEORGE E. HaTMAKER, President.
DEAR SENATOR METCALF: We are pleased to respond to your letter of May 8 addressed to our President, Mr.
Thomas A. Watson, and asking us to furnish you with a JEFFERSON STANDARD LIFE INSURANCE COMPANY
list of the 30 top stockholders in our Company and the May 17, 1972.
amount of common stock which each holds. DEAR SENATOR MEtcalf: In your letter of May 8, 1972, National Life Insurance Company exchanged their stock
Several years ago the stockholders of The Lincoln you asked for a list of the thirty top stockholders of Jefferson Standard Life Insurance Company and the
on a share for share basis for shares of Lincoln National amount of common stock held by each, and the total Corporation which is now the parent company and the
sole stockholder of The Lincoln National Life Insurance number of voting shares of common stock. All of the com
Company. mon stock of Jefferson Standard Life Insurance Company
During 1971 Lincoln National Corporation had approxis owned by Jefferson-Pilot Corporation. For your information I am enclosing copy of the latest imately 10,002,021 common shares outstanding, including
314,096 in treasury. The Corporation also had 2,223,223 proxy statement of Jefferson-Pilot Corporation.'
shares of $3 Cumulative Convertible Preferred stock Sincerely, W. Roger Soles, President.
which had equal voting rights. For purposes of further
information, a copy of the annual report for 1971 of Lini Retained in committee files.
coln National Corporation is enclosed. We also enclose a
copy of a recent news release which tells of a stock split
OCCIDENTAL LIFE OF CALIFORNIA which will be effected during June.? Regarding the disclosure of specific information con
May 24, 1972. cerning individual holdings, we have always treated this
DEAR SENATOR METCALF: This is in response to your information as private and confidential, and we would letter of May 8, 1972 requesting certain information with hope to be allowed to continue in this capacity in accord respect to our common stock and stockholders. Occidental with the fiduciary responsibility which we believe that the Life Insurance Company of California is a wholly-owned Corporation holds.
subsidiary of Transamerica Corporation. All shares of our Sincerely yours,
ALLEN C. STEERE, voting common stock are held by Transamerica Insurance
Please let me know if you have further questions. NATIONWIDE CORPORATION
MENO T. LAKE, President. MAY 22, 1972. DEAR SENATOR METCALF: This is with reference to your letter of May 8, 1972, regarding the shareholders of Nation- PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY wide Corporation. Nationwide Corporation has outstanding two classes of common shares. On March 13, 1972, the
MAY 15, 1972. record date for the most recent annual meeting of share
DEAR SENATOR METCALF: Chairman H. C. Unruh has holders, there were outstanding 4,710,397 Class A Com- asked me to reply to your letter of May 8, requesting, a mon shares and 5,506,593 Class B Common shares. list of the 30 top stockholders of our Company, and the
All of the Class B Common shares are owned by Nation- amount of common stock held by each. wide Mutual Insurance Company (5,025,807 shares) and
Our stockholder list and the amounts of stock held by Nationwide Mutual Fire Insurance Company (480,786 each are confidential matters, and we feel that divulging shares). The Class A Common shares are publicly held, this information, other than as provided by law, would and on March 13, 1972, there were 15,678 shareholders of constitute a breach of our fiduciary relationship with our record. Each class of shares has one-half of the voting shareholders. powers and rights of the Corporation as a class, except in
The only provision of Tennessee corporate law dealing the election of directors. Presently, each class elects one- with this subject, Section 48–717, Tennessee Code Annohalf of the members of the Board of Directors.
tated, provides for inspection of our stockholder list only With respect to the Class A shareholders, it is the policy by a stockholder, upon his written request, and we regret of the Corporation to keep the shareholders' names confi- that we are therefore unable to comply with your request. dential. The Ohio General Corporation Law provides that
In response to the other inquiry in your letter, we are a shareholder may examine the shareholder list for a pleased to advise that our Company has 3,937,472 outreasonable and proper purpose. It is the opinion of our standing shares of common stock. counsel that this requires the Corporation to not make such
Very sincerely yours, information public, except in accordance with the statute.
DUDLEY PORTER, Jr., Of the thirty largest shareholders of Class A Common
Vice Chairman of the Board and Senior Counsel. shares as of March 13th, twenty-four were nominee accounts and brokerage firms. Very truly yours,
SOUTHWESTERN LIFE INSURANCE COMPANY
MAY 17, 1972.
requesting a list of the top thirty stockholders of this NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY Company, the amount of common stock each holds and
the information as to the total number of voting shares of May 25, 1972.
common stock. DEAR SENATOR METCALF: I am replying to your letter of One item of this information I can give you without any May 8 in which you asked for a list of the 30 top stock- problem and I gladly do so. The total number of voting holders in our company, the amount of common stock each shares of this Company is 10,330,667. holds, and the total number of voting shares of common
With respect to your request for a list of the thirty top stock.
stockholders in our Company and the amount of stock As a matter of Company policy, we do not disclose the
each holds, I have discussed this matter with our General names of our stockholders without their consent because
Counsel. He advises me that in his opinion our list of we consider this information to be confidential.
stockholders is confidential and that the stockholders You may not be aware that our company is a stock and
have a right of privacy with respect to that information, mutual company with both stockholders and participating subject always to our compliance with the law. He further policyholders having the right to vote. At our last annual advises me that it would not appear that your request is meeting held in April of this year, stockholders were en
predicated upon any existing law that he is aware of, but titled to 220,000 votes while policyholders were
that if he has overlooked any item he will be most willing titled to 1,790,000 votes. Actual votes represented at the
to check out any legal authority which might indicate that meeting were 164,403 votes for stockholders and 423,327
we are legally required to disclose the information that votes for participating policyholders. Yours very truly,
you request. HARRY E. ATWOOD, President.
I must, therefore, respectfully decline to furnish the
information requested because of its confidential nature. 1 Retained in committee files.
If there is some provision in law which, in your opinion,
TRAVELERS INSURANCE COMPANIES
requires this disclosure, please do not hesitate to advise me and I will take it up with our General Counsel; and you may be assured of our full cooperation consistent with the duty that we owe our stockholders. Respectfully,
W. H. SEAY, President.
May 22, 1972. MY DEAR SENATOR METCALF: In reply to your letter of inquiry of May 8th, I am pleased to report that the total number of shares outstanding of The Travelers Corporation common stock as of April 28, 1972 is 45,098,926, not including our Treasury Shares. The number of Issued Shares as of April 28, 1972 is 45,201,533, including 102,807 held in the treasury or by a subsidiary.
I am attaching a list showing the thirty largest stockholders and the total number of shares held by each as of April 28, 1972. I trust this information is responsive to your request. Sincerely,
ELI SHAPIRO, Chairman, Finance Committee.
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA COLLEGE RETIREMENT EQUITIES FUND
May 18, 1972. DEAR SENATOR METCALF: I have your letter to our president requesting information about stockholders of Teachers Insurance and Annuity Association (TIAA). There is only one stockholder, a Special Act membership corporation called "Trustees of T.I.A.A. Stock”. This came into being in 1937 for the purpose of receiving from the Carnegie Corporation all of the nonprofit stock of TIAA, to be held in trust for the college community. There are 1,000 shares of capital stock.
TIAA is a limited-eligibility, nonprofit service organization through which colleges, universities, independent schools and other nonprofit and tax-exempt educational and scientific institutions provide retirement and insurance benefits for their staff members. TIAA was founded in 1918 by the Carnegie Corporation and The Carnegie Foundation for the Advancement of Teaching. It developed, through the cooperation of the educational institutions, statesmen, life insurance experts, economists and others, a nationwide benefit program limited to the nonprofit educational field. Today, more than 2,400 institutions of learning and more than 350,000 staff members participate in the TIAA program.
“Trustees of T.I.A.A. Stock” was incorporated by the New York Legislature in 1937 (Chapter 880 of the Laws of New York). The purpose of the corporation is to forward the cause of education and promote the welfare of the teaching profession (a) by acquiring the stock of Teachers Insurance and Annuity Association of America, a corporation organized and existing under article two of the New York state insurance law, whose purpose is to aid and strengthen non-proprietary and non-profitmaking colleges, universities, and other institutions engaged primarily in education or research work by providing annuities and life insurance suited to the needs of such institutions and of the teachers and other persons employed by them on terms as advantageous to the holders and beneficiaries of such contracts and policies as shall be practicable, and by counselling such institutions and their employees concerning pension plans or other measures of security, all without profit to the corporation or its stockholders, and (6) by administering the stock of said association in such manner as in the judgment of the trustees of the corporation hereby formed will best ensure the continued accomplishment of the above-mentioned purposes of said association.
The present Trustees of T.I.A.A. Stock are listed at the top of the inside cover of the TIAA-CREF annual report enclosed. This Special Act corporation owns no other stock and is, itself, a nonprofit, charitable corporation. Respectfully yours,
CLARENCE E. GALSTON, Executive Vice President and General Counsel. *Retained in committee files.
30 LARGEST STOCKHOLDERS AS OF APRIL 28, 1972
of shares Johnson & Co... Kane & Co.-
1, 576, 430 Stuart & Co.
1, 041, 487 Carson & Co.
903, 196 Perc & Co.
839, 620 Cede & Co.--
800, 000 Schmidt & Co.-
789, 684 Touchstone & Co.
783, 104 Carothers & Clark.
740, 000 Lerche & Co.--.
650, 000 Reing & Co..
490, 500 Bark & Co.---Harwood & Co...
477, 900 New York State Teachers Retirement System.
457, 700 Calpers & Co.. Elm & Co...
450, 000 Sigler & Co.
376, 171 Ince & Co.
347, 307 Atwell & Co.-.
331, 418 Merrill Lynch, Pierce, Fenner & Smith, Inc. Cudd & Co.,
318, 533 Parness
295, 028 Co..
290, 489 Emp & Co... Dike & Co.
261, 950 The State Teachers Retirement Board of Ohio.
247, 500 Dart & Co The Standard Investment Co.
230, 000 Lynn & Co. Barnett & Co.
225, 000 Saul & Co..
224, 500 221, 614
UNITED BENEFIT LIFE INSURANCE COMPANY
May 15, 1972. DEAR SENATOR METCALF: Your letter of May 8, 1972 to Mr. Gale E. Davis, President of our Company, has been referred to me for reply as the Corporate Secretary in charge of the stock books of the Company.
The total number of voting shares of common stock outstanding at this time is 600,000. There is no treasury stock. There is no preferred stock.
It is a well publicized fact and included in the Notice and Proxy material of our Annual Meeting of Stockholders that Mutual of Omaha Insurance Company, as of December 31, 1971, owned over two-thirds or 70.18 percent of all the stock of United Benefit Life Insurance Company. This one account involved 421,083 of the outstanding 600,000 voting shares.
We regard the identification of stockholders as privileged and confidential and, therefore, not available without
their permission unless disclosed under the provisions of In answer to your first question, the total number of Nebraska law. Our statute requires that stockholder voting shares of our common stock was 5,928,872 as of information be made available only to other stockholders April 30, 1972. Your second question requesting a list of and then only upon a proper purpose being stated in the 30 top stockholders cannot, unfortunately, be properly writing.
answered by us. In view of our position regarding the confidentiality, Common law dictates that a corporation's stockholder we must decline your request in regard to the other 29 records are confidential, and that a corporation has a stockholders of the top 30.
fiduciary duty to its stockholders not to disclose to the Without disclosing names, we can tell you that 25,278 public the nature or amount of such stockholders' interest voting shares are held by 2 Nebraska-based institutions
in the corporation unless such disclosure is requested by of higher learning. Some 1,500 additional voting shares
statute. The Delaware General Corporation Law, under are held by 2 charitable institutions. Seventeen personal which Washington National Corporation was organized, individual accounts have 107,280 of voting shares. One
states further that stockholders are restricted from viewing Jocal bank holds 23,268 shares in a fiduciary trust account.
corporate records. Section 220 of the Delaware Law states There are 7 accounts in corporate names, totaling 4,798 specifically that a stockholder may inspect books and shares.
records only upon written demand, under oath, and stating We trust that this information will be helpful to you
a proper purpose. A proper purpose is defined as a “purpose and that you will understand and appreciate our position holder.” We regret, therefore, that we cannot provide you
reasonably related to such person's interest as a stockof maintaining the confidentiality of information regard- with the information you have requested. Even if your ing our stockholders. Sincerely,
purpose was deemed to be proper, we are restrained by FRANK P. HANNAN,
your status as a nonstockholder. Erecutire Vice President and Secretary.
If it will be of any assistance to you, I have enclosed herewith a copy of a prospectus for certain variable annuity contracts issued by Washington National Insur
ance Company: The prospectus contains, on pages 17 WASHINGTON NATIONAL CORPORATION
and 18, a list of the stockholders of Washington National
Corporation who owned 5 percent or more of the outMAY 19, 1972.
standing, common stock on December 31, 1971. This Dear Senator METCALF: Your letter of May 8, 1972, information is required by the federal securities laws and to Mr. R. Walter Friedner, President of Washington is a matter of public record. National Insurance Company, has been referred to me for If I can be of any further assistance, please do not reply. For your information, Washington National Insur- hesitate to contact me. ance Company is a wholly-owned subsidiary of Washing
Thomas R. STRUBBE, ton National Corporation. The common stock of Washington National Corporation is, however, actively traded on
Secretary and Counsel. the over-the-counter market.
i Retained in committee files.
PROCEDURES INVOLVING STOCK HELD IN NAME OF
CEDE & CO. AND OTHER NOMINEES
THE BUSINESS OF CEDE & CO.
CAB AND CEDE & CO.
MARCH 28, 1973. We believe a brief description of Cede & Co. and The William E. JACKSON, Esq.,
Depository Trust Co. (“Depository Trust") (of which Milbank, Tweed, Hadley & McCloy,
Cede & Co. is now the nominee) and their business will 1 Chase Manhattan Plaza, New York, N.Y.
be helpful in understanding our position.' Depository Dear MR. JACKSON: As counsel for Cede & Co. in the Trust, a wholly-owned subsidiary of the New York Stock above-referenced case, you answered the ACAP' com
Exchange, Inc. ("the Exchange"), is a “clearing corporaplaint, which alleged control by Cede over various air
tion" as that term is defined in $ 8-102(3) of the Uniform carriers, by generally denying the allegation.
Commercial Code (“UCC"). Depository Trust is engaged However, by the information presented in your answer,
in the business of effecting the transfer and pledge of it appears that Cede holds record title to over 10 percent of
securities deposited with it by its members through
entries on its books as permitted by UCC 88 8-320 (1) the outstanding voting securities of various air carriers
and (2), which provide: (Alaska, Braniif, Continental, Eastern, and Frontier Air Lines). Under section 408(f) of the Federal Aviation Act
(1) If a security of 1958 (49 U.S.C. 1378(f)], any person that holds 10% or
(a) is in the custody of a clearing corporamore of the voting stock of an air carrier shall be pre
tion or of a custodian bank or a nominee sumed to be in control of such air carrier, unless the
of either subject to the instructions of Board finds otherwise.
the clearing corporation; and In light of such a presumption and the law from cases
(b) is in bearer form or indorsed in blank by such as McClain, et al. v. Lanova Corp., et al., 39 A. 2d
an appropriate person or registered in 209, we ask Cede to fully explain its position that it has
the name of the clearing corporation
or custodian bank or no control over any air carrier. The McClain case cited
a nominee of Delaware corporation law, to the effect that mere record
either; and holders of corporate stock could vote such stock without
(c) is shown on the account of a transferor the directions of real owners, even where record owners
or pledgor on the books of the clearing were New York brokerage partnerships having no bene
corporation; ficial interest in the stock and notwithstanding any rules then, in addition to other methods, a transfer or of the New York Stock Exchange to the contrary.
pledge of the security or any interest therein We direct your attention to the Board's definition of may be effected by the making of appropriate "control” under the Federal Aviation Act as found in entries on the books of the clearing corporation such cases as those at 4 CAB 379, 381; 6 CAB 671, 680;
reducing the account of the transferor or pledgor 20 CAB 629, 634; and Order E-26199.
and increasing the account of the transferee or Sincerely yours,
pledgee by the amount of the obligation or the RICHARD J. O'MELIA,
number of shares or rights transferred or pledged. Director, Bureau of Enforcement.
(2) Under this section entries may be with respect to like securities or interests therein as a part of a fungible bulk and may refer merely to a
quantity of a particular security without referMILBANK, TWEED, HADLEY & McCloy, New York, N.Y., May 17, 1973.
I When this proceeding began, Cede & Co. was the nominee of Mr. RICHARD J. O'MELIA,
Stock Clearing Corporation (Stock Clearing”) and of the brokers Director, Bureau of Enforcement,
and other members of Stock Clearing which utilized the services
of the Central Certificate Service division of Stock Clearing. As an Civil Aeronautics Board,
interim step toward becoming a trust company, the Central CerWashington, D.C.
tificate Service division of Stock Clearing Corporation transferred Dear MR. O'MELIA: We have received your letter
its business to Central Certificate Service, Inc. ("CCS') and Cede
& Co. became the nominee of CCS. On May 11, 1973 the business dated March 28, 1973 requesting an explanation from of CCS was transferred to The Depository Trust Company, orgaCede & Co. with respect to its position that it has no nized for the purpose of assuming the business of CCS as a limited control over any air carrier within the meaning of Sec- purpose trust company which is subject to regulation by the New tion 408 of the Federal Aviation Act (“the Act').
York State Banking Department and which will become a member of the Federal Reserve System. Upon that transfer Cede & Co. became the nominee of Depository Trust. The description set forth
herein reflects the present state of affairs which is in no relevant 1 Aviation Consumer Action Project.
way different from that which prevailed when the proceeding began,