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BANK BROADCAST COMPANY HOLDINGS
We are advised by the FCC that the information sub- cotegories and others. Now Part III shows how these few mitted to it by the broadcast companies listed nominees banks identified above have major voting positions in rather than the banks which hold the stock, and that broadcasting as well. translation of the nominees to the actual banks required Possibly, were he still with us, Ed Murrow would say: the better part of 2 weeks' time by a veteran commission “This is the news.” official, using the Nominee List.
FCC Ownership Rules
The FCC has several restrictions on ownership of broadThe list of holdings by banks in broadcast companies, as cast companies. One is the duopoly rule, which prohibits supplied by the FCC, is put in perspective by the Con- ownership of two AM, FM, or TV stations which serve the gressional Research Service, which has identified parent same area. Another rule permits an investor-institutional companies, stations owned by broadcast companies, those or individual-to own up to 21 stations-seven AM, companies' total shares of stock, and the percentage of seven FM, and seven TV, provided that no more than five stock within the portfolios of principal banks, individually of the latter are VHF stations. Beyond those liberal and collectively.
provisions, no individual or bank was permitted until Broadcast companies, as the Library of Congress last year to own more than 1 percent of the stock of other analysis shows, are often subsidiaries of companies that broadcast companies with 50 or more stockholders. (Muare not primarily engaged in broadcasting-Avco, Dun tual funds have been permitted to own up to 3 percent. and Bradstreet, General Electric, Westinghouse, Schering- since 1968.) Plough Corporation, Kansas City Southern Industries, In 1972 the Commission raised the ownership limitations Kaiser Industries, Fuqua Industries, Pacific Southwest for banks from 1 percent to 5 percent. It raised the limit Airlines, Rust Craft Greeting Cards, Inc.
because so many banks were in violation of the Com
mission's 1 percent regulation that, to comply with it, Voting Rights of New York Banks
19 banks would have had to divest themselves of $976 mil
lion in stock in 25 companies." The data in Part III show the substantial voting rights of a few New York banks in networks and major broadcast Inadequate Ownership Reports companies. This FCC data shows that, for example:
The FCC did not know that the banks were in gross Chase Manhattan Bank has sole or partial voting violation of regulations until the banks told the Comrights to more than 14 percent of the stock in the mission about it. The data submitted by the banks were Columbia Broadcasting System, as well as 4.5 percent based on a survey conducted among the 19 largest banks of the stock in RCA Corporation, parent of the in April 1969. It took 3 years to get that material to and National Broadcasting Company;
considered by the Commission. Then the Commission Bankers Trust has voting rights to more than 10
gave the banks 3 years more to get in compliance with percent of the stock in American Broadcasting Com
the more lenient rules, which may be relaxed further pany, and 9.8 percent of the stock in Metromedia;
before then. The Commission has before it now requests
from insurance companies to raise their allowable holdings Bank of New York has voting rights to 12.7 percent from 1 percent to 5 percent, and requests from the mutual of the stock in Pacific and Southern Broadcasting funds to raise their allowable holdings from 3 percent to Company, which includes four TV and eight radio
10 percent. stations;
The problem at the FCC is inadequate and misleading First National City Bank has voting rights to 7.1 corporate disclosure to a Federal agency. As Commissioner percent of the stock in Capital Cities Broadcasting Nicholas Johnson stated in his dissent in a related case Corporation, which includes six TV and 11 radio later last year: stations;
The problem is that the Commission's ownerManufacturers Hanover Trust and U.S. Trust ship reports, for a variety of reasons, are not proCompany have voting rights amounting to from 3.4 viding the relevant information on institutional percent to 11.1 percent of the stock in 14 broad- holdings of broadcast stock. The Commission is casting groups;
often reduced to asking transferee applicants to Eleven banks have voting rights to 38.1 percent of
ascertain from the institutional holders of their
stock whether the institution is in violation of the common stock in CBS. Eight banks have voting rights to 34.1 percent of the common stock in ABC.
Commission rules, as a condition to Commission Chase Manhattan and Bankers Trust together have
approval of the application in question. This voting rights to 19.8 percent of the stock in CBS, and
inquiry is not always made * * * 17.4 percent of the stock of ABC. A third New York Somewhere in the foggy past there was an bank, Bank of New York, has voting rights to 7.2 effort underway to revise the Commission's percent of the stock in ABC and 3.3 percent of the ownership reporting form. Perhaps that effort stock in CBS.
needs to be revived. 10 Part I of this report shows that these same banks have Because of their pertinence to this study the two FCC significant holdings--not all of them necessarily including orders referred to above, including dissents, are included voting rights-in a broad spectrum of the economy, in- in Appendix E, pages 377. cluding energy, transportation, manufacturing and retailing: Part II of this report shows that a few unnamed
• FCC 72-391, 75954, Docket No. 18751, RM-1460, Report and
Order Adopted May 9, 1972. banks had sole voting rights within those same major 10 FCC 72-525, 79407, File No. BTC-6682, adopted June 14, 1972.
Bank and Trust of Boston appeared among the top 10
security holders of 21 utilities, using eight nominees. ELECTRIC UTILITY REPORTS TO THE FPC
Bankers Trust of New York appeared among the top 10 Part IV of this report is a staff analysis of ownership security holders of 20 utilities, also using eight nominees. reports filed in 1971 with the Federal Power Commission Other banks with major positions in electric utilities by the 209 electric utilities which comprise the nation's largest industry. The FPC directs the companies to list, rank, and provide
Number of addresses for the 10 security holders with the highest vot
utilities in ing powers.
which Forty percent of the electric utilities identified utility
banks were holding companies, a few parent utility companies or
10 security Number of industrial firms as their principal owners. (Sometimes
holders nominees members of the board of directors or a few others held nominal shares.) The parent companies' reports to the New England Merchants Securities and Exchange Commission, as noted previously,
National. do not provide much information on proprietary (voting)
Bank of New York.. rights.
Continental Illinois National
6 Five of the small utilities were owned by up to 21 per- Northwestern National, Minsons. Alpena Power Company (Michigan), owned princi
2 pally by one family, went beyond the FPC's requirements,
United States Trust, New
2 and listed the voting rights of all 21 named, individual Girard Trust, Philadelphia..
National Shawmut, Boston...
11 The information submitted by other electric utilities
Chemical Bank, New York....
10 varied widely. San Diego Gas and Electric, with 30,925 stockholders, named the New York banks and other insti
Banks frequently held 50 percent or more of the stock tutional investors with major blocks of voting rights, in the “top 10” accounts. The holdings of other categories without using their nominee names
. The UGI Corporation of institutional investors, such as insurance companies (Pennsylvania) provided details on its stock option plan, and investment companies, usually amounted to less than along with ownership data.
20 percent of the stock in the top 10 accounts. Nominees Hide Owners
THE MULTIPLE LEVERS OF CONTROL Numerous utilities reported some stock in the name of an Inadequate Disclosure a Recurring Theme institutional investor and other stock, held by the same institution, in nominee name. Several utilities listed only Control of a small block of stock in a widely held comnominees, with as many as three of those 10 nominees pany by a single or few like-minded financial institutions representing the same bank.
provides them with disproportionately large powers within Thus, the “top 10” security holders were actually only the company. The House Banking and Currency Subcom, the top seven or eight. Additional stock may be held by mittee on Domestic Finance, in its 1968 study, Commercial these top seven or eight security holders in accounts Banks and Their Trust Activities: Emerging Influence on not reported as part of the “top 10." The report to the ICC the American Economy, considered a 5 percent or larger and SEC discussed on p. 5 showed that the holdings of holding of one class of stock significant in judging the Bankers Trust-apparently the foremost stockholder in potential influence of a bank trust department's stockthe Burlington Northern-were listed as Stockholder holding in a particular corporation. The subcommittee Number 6 (Hemfar & Co.), Stockholder Number 7 emphasized that “even 1 or 2 percent of stock in a publicly (Pitt & Co.), Stockholder Number 12 (Lehcor & Co.), held corporation can gain tremendous influence over å Stockholder Number 13 (Salkeld & Co.), Stockholder company's policies and operations." Number 24 (Pendiv & Co.) and Stockholder Number 26 (Barnett & Co.). Use of multiple nominees by the same investor could result in a preeminent position within a company by an investor whose nominees are not even Congress has established various ownership percentages, listed among the "top 10."
usually 10 percent, as the benchmark at which control by
an institution or individual holding can be presumed. Bankers Use Nominees Most
It is noteworthy that in 1970 sections 13(d) and 14(d)
of the Securities and Exchange Act of 1934 were amended Banks used nominees more frequently than other institu- to reduce from 10 percent to 5 percent the levels of ownertional investors. The banks with dominant holdings in the ship at which a person seeking shares of a company would industries previously discussed were also preeminent in be required to report his holdings. This appears to reflect electric utilities.
the feeling that at these levels such a person could acquire Chase Manhattan appeared among the top 10 security substantial leverage in the company. S. 2460, recently holders of 42 utilities, using four different nominee names. recommended by the ICC (see Proposed Legislation, p. Morgan Guaranty Trust appeared among the top 10 233), would require reporting of 1 percent or more holdsecurity holders of 41 utilities, using 13 nominees. Manu- ings of any class of stock in a railroad having operating facturers Hanover Trust appeared among the top. 10 revenues exceeding $5 million annually. S. 2506, the Oil security holders of 31 utilities, using five nominees. First and Gas Regulatory Reform Act of 1973 now being conNational City Bank appeared among the top 10 security sidered by the Senate Commerce Committee, would reholders of 29 utilities, using eight nominees. State Street quire oil pipeline applicants to report "the name and
address of each shareholder with voting rights to one per Burlington Northern, Continental Oil, and Exxon, along centum or more of the shares, together with the number with its significant stockholdings in each. Morgan Guarand percentage of any class of voting shares of the entity anty also has directors on the boards of both Ford and which such shareholder is authorized to vote."
General Motors, as well as significant stockholdings in The levers of control available to principal stockholders both of the auto manufacturing companies. derive from several sources. One of these sources, regarding which detailed information is presented here, is the pur- A Case History chase, sale, holding, and voting of stock. As prelude to our discussion of the other levers of control we note that, Among the reports of electric utilities to the Federal as in the case of stockholdings, a recurring theme is in- Power Commission which are analyzed in Part IV is that adequate disclosure by institutional investors, especially of Long Island Lighting Company (LILCO) which listed banks, to the Government, to stockholders, and even to Church Street Post office station in New York as the portfolio companies.
address of five of its 10 top security holders. The listed
address of two of the accounts was Post Office Box 1508– Information Not Included in “IIS” Report
Kane & Co. and Cudd & Co., both nominees for Chase
Manhattan. Three of the accounts--Carson & Co., Reing The SEC's Institutional Investor Study report concluded & Co., and Genoy & Co.—were listed at Box 491 at the that some institutions, particularly banks, have personnel same post office- perhaps an arm's length away. All three and business relationships with portfolio companies which are nominees for Morgan Guaranty Trust, which was not may tend to reinforce any power conferred as a result of mentioned in the ownership report." stock holdings, create potential conflicts of interest and Kenneth Crowe, a Newsday reporter who shared a lead to misuse of inside information. The IIS report found Pulitzer prize, closely examined LILCO's ties with banks a strong statistical correlation between bank stockholdings and other institutions in a two-part series this year, which and personnel and business relationships. However, the also appears in Appendix F. He found substantial interSEC did not collect and publish information regarding the locks and credit arrangements between LILCO and four personnel and business relationships of identified institu- of the New York superbanks which hold large blocks of tional investors. Nor did it publish details regarding the its stock. He found a company (Stone and Webster) with personnel and business relationships of unidentified, long and close financial relationships with LILCO receivindividual institutional investors.
ing a large contract from the company even though other
qualified firms bid less. And he was told by the board Inadequate Information on Corporate Interlocks
chairman of LILCO that he, the board chairman, was not Comprehensive and current information regarding such
previously aware of any of these relationships and interrelationships between individual bank trust departments locks, and was astonished to receive the information. and their portfolio companies is difficult to assemble
CONCLUSIONS AND RECOMMENDATIONS either from agency files or standard references. Some major banks were not responsive to a recent request by the Neither companies nor ordinary stockholders have Congressional Research Service of the Library of Congress information which they need to protect their own infor å report on their corporate interlocks with other terests, regarding stock ownership and the personnel and corporations, funds, and universities.
business relationships between portfolio companies and Chase Manhattan did not respond to repeated re- institutional investors, principally banks. The Federal quests, written and oral, from the Congressional Research Government does not have sufficient information in these Service. Morgan Guaranty Trust supplied information areas upon which to base reasoned public policy. Much of regarding interlocks with publicly owned domestic cor- the information collected by Federal agencies regarding porations and domestic foundations and universities. stock ownership, displayed in public files and shared with However, Morgan did not report interlocks with closely State agencies and the public, is meaningless or misleading held companies, foreign corporations or subsidiaries and despite the clear policy stated in the Federal Reports Act other affiliates of domestic corporations. Furthermore, of 1942 that information collected by Federal agencies Morgan supplied CRS only with interlocking positions, should be tabulated so as to “maximize the usefulness of without providing the names of the directors or officers the information to other Federal agencies and the public.” who held them.
The information needed regarding the several levers of Interlocks extend well beyond the election of an insti- corporate control is held by a few institutional investors, tutional representative to the portfolio company's board principally six superbanks headquartered in New York. of directors, or a portfolio company's official on the These institutional investors have the capacity to report board of the financial institution. Interlocks provide their holdings quickly and fully'? Similar reports on major banks with levers throughout the industries in personnel and business relationships with portfolio which they hold major blocks of stock. These interlocks companies would be even easier to make. also extend into the Federal agencies which regulate port
11 LILCO's 1973 report to the FPC still reports Kane & Co. and folio companies, as was documented in the hearings by
Cudd & Co. in Box 1508. The three Morgan nominees used in the the Subcommittee on Intergovernmental Relations which earlier report are not mentioned. However, Box 2010 at the Church preceded enactment of P.L. 92–463, the Federal Advisory Street Station is reported as the address of Douglass & Co. It is a Committee Act.
nominee for Morgan, which is not mentioned in the ownership INTERLOCK DATA
report, although Chase Manhattan and First National City Bank
and Manufacturers Hanover Trust are named along with their Despite the inadequate response by_the two above
13 "We will know sometime today what our position was in various mentioned banks, the Congressional Research Service companies yesterday ."--Edward T. Ryan, vice president, has developed current, if partial, interlock data on both Chase Manhattan, FCC Administrative Conference with the banks. These data appear in Appendix F (p. 385). It shows
American Bankers Association, Sept. 1, 1970, Docket 1875). that Morgan Guaranty has directors on the boards of
"Sure, we'll disclose as often as you like-every week, if neces
sary.”- Roger Kennedy, vice president, Ford Foundation, Busifour major energy corporations, Atlantic Richfield, the
ness Week, June 2, 1973.
FTEOT OF CONCENTRATION
nies), various other Federal and State regulatory commis
sions, and the files of hundreds of universities, foundations, Congress and some Federal commissions have on and funds. occasion established limits on institutional levers of corporate control, principally regarding stockholders.
PROPRIETARY OWNERS SHOULD BE IDENTIFIED But neither the Congress, nor the commi
missions, nor the executive branch can fully evaluate the total effect of con- Proprietary owners of 1 percent or more of the stock in centration-the impact of the several levers of corporate publicly held companies should be identified. Reports on control exercised by banks and other major investors their voting rights and their corporate personnel and finanthroughout industry groups and the economy as a whole. cial relationships should be filed, on a quarterly basis, with
Meanwhile, the portfolio companies in which a few the Library of Congress. This information should be pubbanks have substantial influence make many decisions lished, for regulatory review and stockholder information. affecting public policy. Oil companies deal with foreign Straightforward and regular reporting of these matters nations regarding oil supply and cost. Pipeline companies will vastly simplify the job of regulatory commissions, and deal with the Soviet Union for natural gas. Utilities provide Congress with basic information which it always exercise the right of eminent domain. Milling companies needs and never has. It will also afford ample time and and the Soviet Union arrange grain sales which sharply minimum inconvenience to those stockholders who wish to affect domestic price, supply, transportation, and storage. discuss issues and candidates for corporate elections—prior These are momentous public issues in which Federal to proxy solicitation-with representatives of the large officials play a minor role, much of it after basic decisions institutional investors who usually cast the deciding votes. have been agreed upon by American companies and foreign governments.
Stockholders Face Obstacles ALTERNATIVES FOR READJUSTING CORPORATE POWER
Stockholders at present face formidable obstacles. ConThere are various alternatives for readjustment of siderable expense and effort is required, months prior to corporate decisionmaking power. They include limitations annual meetings, for stockholders to comply with SEC on stockholdings, antitrust actions and Federal chartering rules, to receive consideration of modest, additional agenda of corporations providing disclosure and performance items or even one candidate for the board of directors, then requirements within the charter.
to locate and present their case to the few institutional Another alternative is modification of the "one share,
investors who by proxy and often casually will decide the one vote” rule in corporate voting. This rule has no basis
outcome of the election. Because of these cumbersome in common law. Weighted voting, which reduces the procedures the typical corporate election today features voting power of large stockholders, was used in early a “Russian ballot”-bearing a single slate of nominees for American corporations and is still used in some foreign, the board of directors. Some company ballots do not even capitalistic countries today. Appendix G includes a dis- provide for casting a “No” vote. cussion and bibliography on modification of "one share,
If Congress, like Salome, decides to lift the seven veils, one vote" by Julius Allen of the Congressional Research
which in this instance shroud the ownership of stock, care Service of the Library of Congress and the Cornell Law
must be taken that the lists of principal proprietary Review article on the subject by Professor David L.
owners do not get lost in “Cede & Co.”, the nominee for the Ratner, a consultant to the Subcommittee on Budgeting,
new subsidiary of the New York Stock Exchange, DeposiManagement, and Expenditures. They note Alexander tory Trust Company, which has replaced the Central Hamilton's prophetic warning to the Congress in his report The urgent need to reduce the paperwork burden of the
Certificate Service division of Stock Clearing Corporation. on the National Bank:
securities industry must not be permitted to render meanA vote for each share renders a combination ingless the effort to provide timely access to the voter between a few principal stockholders, to monopa
lists which are fundamental to affecting change within olize the power and benefits of the bank, too easy. corporate and political systems. James Madison espoused Federal chartering of corpora
OVERSIGHT NEEDED tions and Hamilton urged weighted voting in corporations. Consideration of these far-sighted proposals by two of the Much can be done toward reaching the objectives sugFounding Fathers would be most appropriate as the gested above without new legislation. The regulatory comNation's bicentennial approaches.
missions suffer from lack of oversight by Congress, the
Office of Management and Budget and the General DISCLOSURE IS THE PREREQUISITE
OMB has been directed by Congress in various statutes Whatever solutions the Federal Government chooses to
to plan and promote the improvement, development, and the mounting problems resulting from economic concentra- coordination of Federal management information systems, tion, the prerequisite is the regular collection and dis
to help agency heads develop consistent accounting closure of information from institutional investors on stock holdings and the personnel and business relation- Secretary of the Treasury, conduct a continuous program
classifications and, with the Comptroller General and the ships between institutional investors and portfolio com- for the improvement of accounting and financial reporting panies.
in the Federal Government. The 93d Congress, in approvEqually important, the information must be centrally ing S. 1081, the Alaska pipeline bill, provided GAO with available to the Federal Government and the public, at additional responsibilities for review of questionnaires sent one location, most appropriately the Library of Congress. to firms by the independent regulatory commissions, whose Such information, insofar as it is now reported, is scat- data collection has for years been impeded by the OMB, tered among three Federal banking agencies, 50 State its predecessor Bureau of the Budget, and industry adviinsurance commissions, the SEC (for investment compa- sory committees.
The Civil Aeronautics Board has recently shown how & institutional investors. The collection of relevant informaregulatory commission, without new legislation, can get tion by other agencies can begin prior to enactment of new behind inaccurate and misleading ownership reports to the legislation. We intend to encourage such efforts. Federal Government and require quarterly reports from
EDMUND S. MUSKIE,
Chairman, Subcommittee on
Intergovernmental Relations. on Budgeting, Management, and Erpenditures.