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I personally know that because I went over to the SEC and ICC to try to find out who the top 30 stockholders of Burlington Northern are and I still haven't been able to find out.

But now can you, Mr. Chairman, after looking at the ownership report filed by A.T. & T. with your Commission this year even tell us where some of the ownership is?

[A copy of the A.T. & T. report with a staff analysis follows:]



1. This information shall be complied as at December 31, except that if similar information has been compiled for some other purpose between the beginning of the year for which the report is made and the date of preparation of this report the latest compilation shall be used.

2. Stockholders of each class of stock shall be listed in the order of their holdings, beginning with the highest and continuing until the 30 largest holdings have been listed. If any such holder was a trustee or nominee for other persons who held the beneficial interest in the securities, the name and address of each person who has the beneficial interest shall be shown in a note, if known. Likewise, if any person had the beneficial interest in securities held by trustees or nominees under different trusts or other groupings, and the aggregate of such person's holdings would place him among the listed holders if he were holder of record, the details of such holdings shall be shown in a note, if known.

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Note: Total holders of above class of stock, 2,934,100; date of above compilation, Dec. 31, 1973 purpose of the compilation, for general use.

Senator METCALF. Is that report to your mind responsive to the needs of the inquiry that you send out?

Mr. WILEY. Mr. Chairman, I think there is no question that we have to find out who has the voting power in the large companies that come within our regulation.

I think this requires, as I think has been suggested by this subcommittee, aggregating the interests involved, going behind the nominees and trying to determine who are the actual companies holding voting


I would agree that we have had some deficiencies and some inconsistencies in our disclosure requirements to date. This is something that we are looking at both in terms of rulemaking and perhaps some interim enforcement action.



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A. T. & T. as agent for particpants in the share owner dividend rein

vestment and stock purchase plan_

Bank of New York (Lerche & Co.).

1, 085, 879

1, 028, 332 710, 616

6, 040, 553

2, 783, 249

2, 282, 812 874, 492

4,322, 837

Manufacturers Hanover Trust (Sigler & Co.)

U.S. Trust (Atwell & Co.).

Northwestern Nat'l. Bank of Mpls. (Perc & Co.)

Girard Trust (Steere & Co.) _ _

Harris Trust & Savings (Emp & Co.)..

State St. Bank & Trust (Touchstone & Co.)

Morgan Guaranty (Ince & Co.)

Brown Brothers Harriman & Co.

First Natl. City Bank (Gerlach & Co.).

Lincoln First Natil. Bank of Rochester (Penlin & Co.)

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But I think the point is well taken that it is incumbent upon the Commission to try to determine who actually does have voting power in this area and that would require the inclusion of aggregation of interests in some of these reports.

Senator METCALF. Mr. Chairman, we have had the benefit of testimony by some of the other regulatory agencies before this committee in the course of this inquiry. They are going ahead and attempting to look behind some of the nominees. For instance, you have Kabo & Co. which is the first name on the list. You have Sior & Co. and you have Pitt & Co.

All of those are nominees for Bankers Trust, but nowhere on this list is Bankers Trust.

Mr. WILEY. I agree. I am saying that I think we have to identify the companies who are behind those nominees. We are also one of the agencies that are going to proceed to do that.

As I mentioned before, the action of this subcommittee has brought this to my attention really for the first time.

I feel that it is incumbent upon us to have an active program in this area and my staff agrees with that.

Senator METCALF. I merely want to point out that it isn't enough to come here and say, "Well, we found out about it and we are studying and we are making rules." It is, are you going to get those rules promulgated, published, and get at this information?

Mr. WILEY. Yes, we are. I don't think a rulemaking necessarily means something that is 2 or 3 years off. I think we can be very responsive in some of these areas. I know the staff is thinking about a rulemaking which we hope to finalize in a number of months rather than years.

Senator METCALF. By the end of this year?

Mr. WILEY. I hope we could meet that deadline, Mr. Chairman. Senator METCALF. For instance, you can require a reporting company to come in and identify some of these. Southern Railroad at the request of the Interstate Commerce Commission has come in and aggregated the nominee accounts and when they add up to 30 they really add up to 30 1. When you take Kabo and Sior and so forth. out, you have only taken one. You don't have 30 accounts. You have only 27.

Senator METCALF. When you take some of the other nominees out you maybe only have the top 10. Then you don't even have them identified. Bankers Trust, Morgan Guaranty, and so forth don't appear on any of these lists.

I don't want to belabor the point. I think there is a matter of considerable urgency in the communications field to identify the ownership of these companies and aggregate these nominees.

Mr. WILEY. I think the point is well taken, Mr. Chairman. Mr. TURNER. But on this particular point which the chairman has been emphasizing, you don't need rulemaking for that.

Mr. WILEY. I think there is a question on that, Mr. Turner, as to whether or not we might not try enforcement letters which might

1 The report of Southern Railroad to Interstate Commerce Commission may be found in appendix G, p. 885.

bring about the information we need. I think that rulemaking is a cleaner way to do it and will elicit the information in a consistent manner as to all of the companies.

It is possible and we are looking at the question of whether we can do something by informal action prior or during the pendency of the rulemaking.

But I think you would agree that the rulemaking can't bring in everything and pull everything together.

Senator METCALF. But you don't need any legislation to look through these front names and find out where the real ownership is. Mr. WILEY. NO. I don't believe so at this point. If we feel we need more legislative authority that is something we can, come back and talk to this subcommittee about. But at this point we feel that rulemaking would be effective.

Senator METCALF. You in your prepared statement went into some detail about how you require reporting, you prohibit the ownership of more than 3 percent or 10 percent or 5 percent and so forth.

We have picked up in the chart to show the ownership of some of the 30 top stockholders. This chart shows that Chase Manhattan Bank holds 4 or 5 percent of the voting stock in four of the following companies: I.T. & T., KCA, Western Union International, Continental Telephone. Chase also has 1 percent of A.T. & T. and smaller amounts of Western Union and General Telephone & Electronics.

[The chart referred to follows:]


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1 Cede & Co.'s ITT account includes: 1,670,925 shares for Merrill, Lynch; 751,500 shares for Manufacturers Hanover Trust; 337,279 shares for Chase Manhattan; and lesser amounts for other banks and brokerage firms. These holdings are not aggregated with other Merrill Lynch, Manufacturers Hanover Trust and Chase Manhattan holdings listed above.

Merrill Lynch

U.S. Trust

National Bank of Detroit

Brown Bros. Harriman


Bankers Trust


6,732, 264

1, 108, 625

802, 311

10, 034, 323

836, 531

1,384, 906

1,409, 759 333, 955

134, 992

182, 500

553, 734

206, 678

376, 458

288, 850

309, 600

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15, 500 (1)

307, 132

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