WYOMING (Reference is to Title 17, Wyo. Stat. Ann. (1965 Replacement Volume 5) and to the 1973 Supplement thereto (1973 Session Laws examined)) § 17-36.44. Books and records. Any person who shall have been a shareholder of record for at least six months immediately preceding his demand or who shall be the holder of record of at least five per cent of all the outstanding shares of a corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person, or by agent or attorney, at any reasonable time or times, for any proper purpose, its books and records of account, minutes and record of shareholders and to make extracts therefrom. Any officer or agent who, or a corporation which, shall refuse to allow any such shareholder, or his agent or attorney, so to examine and make extracts from its books and records of account, minutes, and record of shareholders, for any proper purpose, shall be liable to such shareholder in a penalty of ten per cent of the value of the shares owned by such shareholder, in addition to any other damages or remedy afforded him by law. It shall be a defense to any action for penalties under this section that the person suing therefor has within two years sold or offered for sale any list of shareholders of such corporation or any other corporation or has aided or abetted any person in procuring any list of shareholders for any such purpose, or has improperly used any information secured through any prior examination of the books and records of account, or minutes, or record of shareholders of such corporation or any other corporation, or was not acting in good faith or for a proper purpose in making his demand. Nothing herein contained shall impair the power of any court of competent jurisdiction, upon proof by a shareholder of proper purpose, irrespective of the period of time during which such shareholder shall have been a shareholder of record, and irrespective of the number of shares held by him, to compel the production for examination by such shareholder of the books and records of account, minutes, and record of shareholders of a corporation. Upon the written request of any shareholder of a corporation, the corporation shall mail to such shareholder its most recent financial statements showing in reasonable detail its assets and liabilities and the results of its operations. (Laws 1961, ch. 85, § 44.) COMPARISON OF VEPCO AND MONTANA POWER OWNERSHIP DATA REPORTED TO FPC WITH DATA IN COMPANY RECORDS The staff has made two comparisons between information on major stockholders reported by electric utilities to the FPC and information in company records available to stockholders under the statutes cited above. The two utilities are Virginia Electric and Power and Montana Power. VEPCO Vepco reported to the FPC that as of December 21, 1973 the votes of all voting securities totaled 50,853,652 and its ten security holders with the highest voting powers were: Name and address of security holder 1. Merrill Lynch, Pierce, Fenner & Smith Inc., 1 Liberty Plaza, New 2. First National City Bank, 20 Exchange Place, New York, N.Y. Total votes 2, 188, 430 1, 310, 603 978, 933 5. Trussal & Co., c/o National Bank of Detroit Trust Division, P.O. Box 222A, Detroit, Mich. 896, 568 6. Hamac & Co., P.O. Box 26246, Richmond, Va. 782, 495 7. Kane & Co., c/o Chase Manhattan Bank, Box 1508, Church Street Station, New York, N.Y. 717, 840 8. Stuart & Co., c/o First National City Bank, 20 Exchange Place, New York, N.Y.. 648, 232 9. Schmidt & Co., P.O. Box 1479, Church Street Station, New York, N.Y 613, 994 613, 851 10. Firger & Co., c/o The First Jersey National Bank, One Exchange Place, Jersey City, N.J.... 600, 000 In summary, the report to the FPC showed that the 10 top stockholders held 9,350,946 or 18.3 per cent of the voting shares. However, stockholder's inspection of the company's books showed that as of March 1, 1974, the top six security holders in VEPCO (5 New York banks and Merrill Lynch) held 11,689,516 shares, or 23% of the total shares. The top ten stockholders actually held at least 14,484,885 or 28.4% of the total. There are two major reasons for the discrepancy: (1) The company did not aggregate various nominee accounts of individual institutional investors, in making its report to the FPC, and (2) The 5,729,593 VEPCO shares held by Cede & Co. for various bankers and brokerage firms were not aggregated with other accounts of those banks and brokers. The Cede & Co. shares reported by VEPCO as Citibank holdings are in this report added to the 1,831,511 shares, held by Citibank in 7 nominee accounts, which were not aggregated and reported by Vepco, but which were ascertained by stockholder inspection. Holdings by major institutional investors are probably even more concentrated than appears in the following summary. That is because many holdings in the company's books are listed in the names of nominees, and accounts of less than 30,000 shares were not tabulated unless they were familiar as a nominee of a major institutional investor or unless the name of the investor was listed along with the nominee. Twenty seven aggregated accounts contained 100,000 or more shares. One of the 27 (Rank No. 2) is a brokerage house. Two of the 27 (rank number 25 and 26) are State retirement funds. The other 24 are banks. Some variation-between the holdings reported to the FPC and those available by stockholder inspection—could be attributed to purchases or sale of stock during the two month interval between Dec. 31, 1973 (date for reporting to FPC) and March 1, 1974 (record date for stockholder inspection). The aggregated holdings of the 41 major holders (30,000 or more shares) of VEPCO voting stock are as follows: MAJOR STOCKHOLDERS, VIRGINIA ELECTRIC & POWER, AS OF MAR. 1, 1974 5. Chase Manhattan__ 6. Bankers Trust.. 7. National Bank of Detroit. 8. United Virginia Bank. 9. Chemical Bank.. 10. First Jersey National Bank. 11. Fidelity Trust of New York.. 12. United States Trust. 13. Bank of New York.. 14. State Street Bank of Boston. 15. New England Merchants Bank. 20. First National Bank of Boston_ 22. First National of Chicago... 23. National Newark & Essex Bank. 24. American Security & Trust. 25. Minn. Ret. & Co. (State Administration Building, St. Paul)_ 26. Comptroller of the State of New York, in trust for the Common Retirement Fund. 27. National Savings & Trust.. 28 Rittenhouse Fund (via Provident National Bank, Philadelphia).. 29. Pratt Brothers Investors Record Corp., 90 Broad St. 30. Bessemer Securities Corp.. 31. Lazard Freres 32. Riggs National Bank. 33. Mellon National Bank, Pittsburgh. 34. Whitney Stone, in care of Investors Records Corp, 90 Broad St. (in addition, Anna M. Stone, same address, has 6,000 shares. and Stone & Webster Securities Corp, same address, has 408 shares). Montana Power reported to the FPC this year that the votes of all voting securities totaled 7,731,047 and the ten security holders which had highest voting powers as of December 31, 1973 were as follows: Name and address of security holder Total votes 1. Perc & Co., P.O. Box 7408, Church Street Station, New York, N. Y. 2. Edal & Co., 35 Congress Street, Boston, Mass.. 300, 000 175, 800 3. Norton & Co., P.O. Box 3174 Church Street Station, New York, N. Y. 4. Ferro & Co., 35 Congress Street, Boston Mass. 175, 000 174, 600 5. Merrill Lynch, Pierce, Fenner and Smith, Inc., One Liberty Plaza, 165 Broadway, New York, N. Y. 142, 786 6. Cudd & Co., c/o Chase Manhattan Bank, P.O. Box 1508, Church Street Station, New York, N.Y___ 118, 654 7. Mutual & Co., c/o Continental Bank-T Lock Box H, Chicago, Ill. 8. Chase Manhattan Bank, P.O. Box 1508, Church Street Station, New York, N. Y 110, 700 80, 000 9. Fire & Co., c/o Continental Bank-T Lock Box H, Chicago, Ill 72, 600 69, 867 In summary, the report to the FPC showed that the 10 top stockholders held 1,418,259 or18.8% of the voting shares. However, stockholder inspection of the company's books showed that as of May 1, 1974 the top six security holders in Montana Power (all banks) held 1,411,853 shares, approximately the same amount as held by the top 10 according to the company's report to the FPC. Stockholder inspection showed that the top 10 security holders held 1,759,411 shares, or 23.3% of the total. The reasons for the discrepancies are the same as those reported regarding VEPCO above. Holdings by institutional investors may also be understated in Montana Power's case because accounts of less than 5,000 shares were not tabulated unless they were familiar as a nominee of a major institutional investor or unless the name of the investor was listed along with the nominee. The aggregated holdings of the 40 major stockholders (20,000 or more shares) of Montana Power voting stock are as follows: Major stockholders, Montana Power, as of May 1, 1974 1. National Shawmut Bank of Boston 1. Edal & Co.. Ferro & Co--- 2. Chase Manhattan Bank.... Cudd & Co........... Cede & Co.... 3. Continental Illinois National Bank & Trust Co. of Chicago---. Number of shares 400, 000 200, 000 200, 000 241, 682 113, 804 10, 014 37, 564 80, 300 237, 150 5. Northwestern National Bank of Minneapolis: Perc & Co., IDS Securities Clearance Section_... 200, 000 America Center) Hammer & Co. (out of San Francisco, California Bank of 23, 900 Oldpro & Co.. 41, 500 Sopro & Co. 14, 000 20, 300 See appendix G p. 918 for exchange of letters, regarding Shawmut holdings, between Board Chairman D. Thomas Trigg and Chairman Metcalf. |