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 Estate own 68.9 percent of the outstanding common stock of the Company, and individual members of the Hubbell family, all descendants of Mr. Hubbell, or trusts created by them for the benefit of their descendants, own an additional 16.1 percent. The remaining 15 percent of the stock was recently sold in a secondary offering. If you would like a copy of the prospectus, I would be pleased to send it to you on request. Sincerely yours, LUTHER L. HILL, Jr., Executive Vice President. LIBERTY NATIONAL LIFE INSURANCE COMPANY 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. LIFE AND CASUALTY INSURANCE COMPANY OF TENNESSEE 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. FRANKLIN LIFE INSURANCE COMPANY MAY 11, 1972. DEAR SENATOR METCALF: Franklin Life has 21,007,853 shares of capital stock outstanding, of which 14,518 shares are held as treasury stock owned by the company. Our largest stockholder is the Continental Corporation of New York, which owns 5,711,624 shares. This holding is a matter of public record through the Annual Report of the Continental Corporation. We have long regarded the holdings of an individual stockholder as a private matter, to be disclosed only with the consent of the stockholder. I can tell you, however, that the second largest holding of Franklin stock amounts to 276,669 shares or 1.32 percent of the total and that the 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. Cordially yours, GEORGE E. HATMAKER, President. JEFFERSON STANDARD LIFE INSURANCE COMPANY MAY 17, 1972. DEAR SENATOR METCALF: In your letter of May 8, 1972, you asked for a list of the thirty top stockholders of Jefferson Standard Life Insurance Company and the amount of common stock held by each, and the total number of voting shares of common stock. All of the common stock of Jefferson Standard Life Insurance Company is owned by Jefferson-Pilot Corporation. For your information I am enclosing copy of the latest proxy statement of Jefferson-Pilot Corporation.' Sincerely, 1 Retained in committee files. W. ROGER SOLES, President. LIFE INSURANCE COMPANY OF VIRGINIA MAY 15, 1972. DEAR SENATOR METCALF: I acknowledge your letter of May 8, 1972, addressed to Mr. Warren M. Pace, President of The Life Insurance Company of Virginia, requesting holdings along with a total number of voting shares of a list of the 30 top stockholders of this Company and their Common Stock. As of December 31, 1971, Life of Virginia had issued and Of this amount 99.5 percent is owned by a single shareholdoutstanding 3,523,912 shares of voting Common Stock. er, Richmond Corporation. Sincerely yours, J. MAURICE MILLER, Jr., LINCOLN NATIONAL LIFE INSURANCE COMPANY MAY 30, 1972. 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 list of the 30 top stockholders in our Company and the amount of common stock which each holds. Several years ago the stockholders of The Lincoln National Life Insurance Company exchanged their stock on a share for share basis for shares of Lincoln National Corporation which is now the parent company and the sole stockholder of The Lincoln National Life Insurance Company. During 1971 Lincoln National Corporation had approximately 10,002,021 common shares outstanding, including 314,096 in treasury. The Corporation also had 2,223,223 shares of $3 Cumulative Convertible Preferred stock which had equal voting rights. For purposes of further information, a copy of the annual report for 1971 of Lincoln National Corporation is enclosed.' We also enclose a DEAR SENATOR METCALF: This is with reference to your letter of May 8, 1972, regarding the shareholders of Nationwide Corporation. Nationwide Corporation has outstanding two classes of common shares. On March 13, 1972, the record date for the most recent annual meeting of shareholders, there were outstanding 4,710,397 Class A Common shares and 5,506,593 Class B Common shares. All of the Class B Common shares are owned by Nationwide Mutual Insurance Company (5,025,807 shares) and Nationwide Mutual Fire Insurance Company (480,786 shares). The Class A Common shares are publicly held, and on March 13, 1972, there were 15,678 shareholders of record. Each class of shares has one-half of the voting powers and rights of the Corporation as a class, except in the election of directors. Presently, each class elects onehalf of the members of the Board of Directors. With respect to the Class A shareholders, it is the policy of the Corporation to keep the shareholders' names confidential. The Ohio General Corporation Law provides that a shareholder may examine the shareholder list for a reasonable and proper purpose. It is the opinion of our counsel that this requires the Corporation to not make such information public, except in accordance with the statute. Of the thirty largest shareholders of Class A Common shares as of March 13th, twenty-four were nominee accounts and brokerage firms. Very truly yours, E. A. RULE, Vice President and Secretary. NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY MAY 25, 1972. DEAR SENATOR METCALF: I am replying to your letter of May 8 in which you asked for a list of the 30 top stockholders in our company, the amount of common stock each holds, and the total number of voting shares of common stock. As a matter of Company policy, we do not disclose the names of our stockholders without their consent because we consider this information to be confidential. You may not be aware that our company is a stock and mutual company with both stockholders and participating policyholders having the right to vote. At our last annual meeting held in April of this year, stockholders were entitled to 220,000 votes while policyholders were titled to 1,790,000 votes. Actual votes represented at the meeting were 164,403 votes for stockholders and 423,327 votes for participating policyholders. Yours very truly, HARRY E. ATWOOD, President. Retained in committee files. en OCCIDENTAL LIFE OF CALIFORNIA MAY 24, 1972. DEAR SENATOR METCALF: This is in response to your letter of May 8, 1972 requesting certain information with respect to our common stock and stockholders. Occidental Life Insurance Company of California is a wholly-owned subsidiary of Transamerica Corporation. All shares of our voting common stock are held by Transamerica Insurance Corporation of California which is wholly owned by Transamerica Corporation. Please let me know if you have further questions. MENO T. LAKE, President. PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY MAY 15, 1972. DEAR SENATOR METCALF: Chairman H. C. Unruh has asked me to reply to your letter of May 8, requesting a list of the 30 top stockholders of our Company, and the amount of common stock held by each. Our stockholder list and the amounts of stock held by each are confidential matters, and we feel that divulging this information, other than as provided by law, would constitute a breach of our fiduciary relationship with our shareholders. The only provision of Tennessee corporate law dealing with this subject, Section 48-717, Tennessee Code Annotated, provides for inspection of our stockholder list only by a stockholder, upon his written request, and we regret that we are therefore unable to comply with your request. In response to the other inquiry in your letter, we are pleased to advise that our Company has 3,937,472 outstanding shares of common stock. Very sincerely yours, DUDLEY PORTER, Jr., SOUTHWESTERN LIFE INSURANCE COMPANY MAY 17, 1972. DEAR SENATOR METCALF: I have your letter of May 8, requesting a list of the top thirty stockholders of this Company, the amount of common stock each holds and the information as to the total number of voting shares of common stock. One item of this information I can give you without any problem and I gladly do so. The total number of voting shares of this Company is 10,330,667. With respect to your request for a list of the thirty top stockholders in our Company and the amount of stock each holds, I have discussed this matter with our General Counsel. He advises me that in his opinion our list of stockholders is confidential and that the stockholders have a right of privacy with respect to that information, subject always to our compliance with the law. He further advises me that it would not appear that your request is predicated upon any existing law that he is aware of, but that if he has overlooked any item he will be most willing to check out any legal authority which might indicate that we are legally required to disclose the information that you request. I must, therefore, respectfully decline to furnish the information requested because of its confidential nature. If there is some provision in law which, in your opinion, 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. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF 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. TRAVELERS INSURANCE COMPANIES 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. ELI SHAPIRO, Chairman, Finance Committee. 30 LARGEST STOCKHOLDERS AS OF APRIL 28, 1972 Holder Johnson & Co..... Carson & Co.... TIAA is a limited-eligibility, nonprofit service organization through which colleges, universities, independent Stuart & Co. 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 (b) 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. 1Retained in committee filles. New York State Teachers Retirement System.. Merrill Lynch, Pierce, Fenner & Smith, Inc.. 331, 418 318, 533 Parness & Co.. 295, 028 290, 489 Elm & Co.--. Emp & Co..--. Dike & Co___ The State Teachers Retirement Board of Ohio. The Standard Investment Co. Barnett & Co.. Saul & Co... 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 Nebraska law. Our statute requires that stockholder information be made available only to other stockholders and then only upon a proper purpose being stated in writing. In view of our position regarding the confidentiality, we must decline your request in regard to the other 29 stockholders of the top 30. Without disclosing names, we can tell you that 25,278 voting shares are held by 2 Nebraska-based institutions of higher learning. Some 1,500 additional voting shares are held by 2 charitable institutions. Seventeen personal individual accounts have 107,280 of voting shares. One local bank holds 23,268 shares in a fiduciary trust account. There are 7 accounts in corporate names, totaling 4,798 shares. We trust that this information will be helpful to you and that you will understand and appreciate our position of maintaining the confidentiality of information regarding our stockholders. Sincerely, FRANK P. HANNAN, Executive Vice President and Secretary. WASHINGTON NATIONAL CORPORATION MAY 19, 1972. DEAR SENATOR METCALF: Your letter of May 8, 1972, to Mr. R. Walter Friedner, President of Washington National Insurance Company, has been referred to me for reply. For your information, Washington National Insurance Company is a wholly-owned subsidiary of Washington National Corporation. The common stock of Washington National Corporation is, however, actively traded on the over-the-counter market. In answer to your first question, the total number of voting shares of our common stock was 5,928,872 as of April 30, 1972. Your second question requesting a list of the 30 top stockholders cannot, unfortunately, be properly answered by us. Common law dictates that a corporation's stockholder records are confidential, and that a corporation has a fiduciary duty to its stockholders not to disclose to the public the nature or amount of such stockholders' interest in the corporation unless such disclosure is requested by statute. The Delaware General Corporation Law, under which Washington National Corporation was organized, states further that stockholders are restricted from viewing corporate records. Section 220 of the Delaware Law states specifically that a stockholder may inspect books and records only upon written demand, under oath, and stating reasonably related to such person's interest as a stocka proper purpose. A proper purpose is defined as a "purpose holder." We regret, therefore, that we cannot provide you with the information you have requested. Even if your purpose was deemed to be proper, we are restrained by your status as a nonstockholder. 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 Insurance Company. The prospectus contains, on pages 17 and 18, a list of the stockholders of Washington National Corporation who owned 5 percent or more of the outstanding common stock on December 31, 1971. This information is required by the federal securities laws and is a matter of public record. If I can be of any further assistance, please do not hesitate to contact me. Sincerely yours, Retained in committee files. THOMAS R. STRUBBE, Secretary and Counsel. Appendix C PROCEDURES INVOLVING STOCK HELD IN NAME OF CEDE & CO. AND OTHER NOMINEES CAB AND CEDE & CO. MARCH 28, 1973. WILLIAM E. JACKSON, Esq., Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan Plaza, New York, N.Y. DEAR MR. JACKSON: As counsel for Cede & Co. in the above-referenced case, you answered the ACAP1 complaint, which alleged control by Cede over various air carriers, by generally denying the allegation. However, by the information presented in your answer, it appears that Cede holds record title to over 10 percent of the outstanding voting securities of various air carriers (Alaska, Braniff, Continental, Eastern, and Frontier Air Lines). Under section 408 (f) of the Federal Aviation Act of 1958 [49 U.S.C. 1378(f)], any person that holds 10% or more of the voting stock of an air carrier shall be presumed to be in control of such air carrier, unless the Board finds otherwise. In light of such a presumption and the law from cases such as McClain, et al. v. Lanova Corp., et al., 39 A. 2d 209, we ask Cede to fully explain its position that it has no control over any air carrier. The McClain case cited Delaware corporation law, to the effect that mere record holders of corporate stock could vote such stock without the directions of real owners, even where record owners were New York brokerage partnerships having no beneficial interest in the stock and notwithstanding any rules of the New York Stock Exchange to the contrary. We direct your attention to the Board's definition of "control" under the Federal Aviation Act as found in such cases as those at 4 CAB 379, 381; 6 CAB 671, 680; 20 CAB 629, 634; and Order E-26199. Sincerely yours, RICHARD J. O'MELIA, Director, Bureau of Enforcement. MILBANK, TWEED, HADLEY & McCLOY, Mr. RICHARD J. O'MELIA, THE BUSINESS OF CEDE & CO. We believe a brief description of Cede & Co. and The Depository Trust Co. ("Depository Trust") (of which Cede & Co. is now the nominee) and their business will be helpful in understanding our position. Depository Trust, a wholly-owned subsidiary of the New York Stock Exchange, Inc. ("the Exchange"), is a "clearing corporation" as that term is defined in § 8-102 (3) of the Uniform Commercial Code ("UCC"). Depository Trust is engaged in the business of effecting the transfer and pledge of securities deposited with it by its members through entries on its books as permitted by UCC §§ 8-320 (1) and (2), which provide: then, in addition to other methods, a transfer or pledge of the security or any interest therein may be effected by the making of appropriate entries on the books of the clearing corporation reducing the account of the transferor or pledgor and increasing the account of the transferee or pledgee by the amount of the obligation or the number of shares or rights transferred or pledged. (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 refer 1 When this proceeding began, Cede & Co. was the nominee of Stock Clearing Corporation ("Stock Clearing") and of the brokers and other members of Stock Clearing which utilized the services of the Central Certificate Service division of Stock Clearing. As an interim step toward becoming a trust company, the Central Certificate Service division of Stock Clearing Corporation transferred its business to Central Certificate Service, Inc. ("CCS") and Cede & Co. became the nominee of CCS. On May 11, 1973 the business of CCS was transferred to The Depository Trust Company, organized for the purpose of assuming the business of CCS as a limited purpose trust company which is subject to regulation by the New 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 way different from that which prevailed when the proceeding began. DEAR MR. O'MELIA: We have received your letter dated March 28, 1973 requesting an explanation from Cede & Co. with respect to its position that it has no control over any air carrier within the meaning of Section 408 of the Federal Aviation Act ("the Act"). 1 Aviation Consumer Action Project. |