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[From the Pensacola, Fla. News-Journal, May 23, 1976)

SOUTHERN Co. STOCKHOLDERS TO MEET HERE

(By Charlotte Wittwes) The Southern Co. will hold its annual meetings of stockholders this week in Pensacola for the first time in 17 years, according to company President Alvin W. Vogtle Jr.

The meetings is set for 10 a.m. Wednesday in Municipal Auditorium. Some 650 stockholders are expected from throughout the United States, Vogtle said.

The company is the parent firm of Gulf Power Co. and three other electric utilities in the Southeast-Alabama Power, Georgia Power and Mississippi Power companies—and is one of the nation's largest utility-holding firms.

Issues likely to be raised at the meeting, Vogtle said, include utility earnings, stockholder rights and the nuclear power question. Vogtle will open the meeting to questions and comments from stockholders of the company.

The agenda for the business portion of the meeting will include stockholder re-election of the company's 18-member board of directors. In addition, two stockholders resolutions are expected to be presented for discussion and voting, the corporate president said.

The United Church Board for World Ministries has indicated it will introduce a resolution aimed at prohibiting further purchases of South African coal. A similar resolution introduced at Southern Co.'s 1975 annual meeting with defeated by some 97 per cent of the voting shares, Vogtle said.

In comments concerning the coming meeting, Vogtle said Gulf Power Co.'s contract for South African coal terminates at the end of 1976. A 10-year extension of that contract was rejected by Gulf Power on economic grounds. Vogtle also noted that proposed changes in the state of Florida's air quality plan have given the local company additional time to develop American sources of lowsulfur coal.

"We will continue our policy of purchasing from domestic sources whenever possible,” he said. “But coal supplies are still tight in the United States, and it may be necessary for Southern's operating companies to purchase some amount of low-sulfur coal on the world market."

Stockholder John Gilbert is expected to introduce a second resolution, which would request the company board of directors to restore limited pre-emptive rights to stockholders. Pre-emptive rights would provide existing stockholders with the first option to purchase new shares of Southern's common stock. Gilbert and his brother, Lewis, has unsuccessfully introduced similar resolutions on preemptive rights at past company meetings and at meetings of other large corporations.

Vogtle said the company has been holding its annual stockholder meetings in cities all across the system's four-state service area for the past 30 years. Previous meetings have been held in Fort Walton Beach and Panama City. The firm has more than 25,000 stockholders in Florida and more than 60,000 stockholders throughout the four-state service area.

On behalf of the city, Mayor Barney Burks will deliver a welcoming address. Invocation will be provided by the Rev. Van B. Davis, rector of St. Christopher's Episcopal Church.

(From the Rochester, N.Y. Times-Union, May 21, 1976)

SHAREHOLDERS CONCERNED, XEROX REASSURING

(By John Rumsey) New YORK.—"Send them a message" George Wallace of Alabama used to exhort the voters.

“Send them a message” was the theme yesterday, more than ever before, of the annual meeting of Xerox Corp.

The shareholders, the men and women in the shadowy rows of dark orange seats at Felt Forum, were saying that Xerox Corp. and Xerox stock didn't appear to be sharing in the recovery from the recession.

Xerox officers and directors, arrayed at a brightly lighted white table down on the stage, were saying that Xerox is in fine shape and is going to return to its old growth rate of 15 per cent a year in sale and earnings.

Some of the shareholders accepted that message. “Now is the time to reinvest in Xerox,” Herbert Schultheis of Baldwin, L.I., declared. “At $50 a share you have a tremendous bargain."

That was music to the ears of Board Chairman C. Peter McColough and his colleagues, who'd been peppered with complaints about the low dividend return and the weak performance of the stock—especially in comparison with arch-rival International Business Machines Co.

At the meeting, shareholders reelected 12 directors and elected three new onesDavid T. Kearns, Robert M. Pippitt and William F. Souders, all group vice presidents. They also approved an executive incentive plan and defeated two proposals submitted by individual shareholders.

Some big companies have cumulative voting, which allows a shareholder to cast all his votes for one candidate, instead of dividing them equally. It is a way of getting minority representation on corporate boards.

Proposed by John and Lewis Gilbert of New York, it got only 1.6 per cent of Xerox votes last year but 4.1 per cent this year. John Gilbert said he will try again next year, when he'll need 6 per cent to keep the campaign going.

Larry Meissner of St. Helen, Ore., said Xerox had "a token black, a token woman and a token foreigner" on the board. McColough said that was "very unfair and inaccurate ... Nobody represents a special interest. They do, however, bring a special sensitivity

There is disagreement at board meetings, but there is harmony, McColough said, while cumulative voting might lead to "disruption and bickering.''

Clifford Green of Brooklyn, a black who said he owned 1,000 Xerox shares, said IBM had a successful plant in the Bedford-Stuyvesant ghetto and Xerox should do the same. He asked Vernon E. Jordan, Xerox' only black director to comment.

Jordan said IBM's "marvelous decision" was not based on some "eleemosynary desire to serve" but on a desire for profit. Green shot back that he wanted to profit too_“I'm not looking for some philanthropic move”-and customers had switched from Xerox to IBM machines because of IBM's ghetto plant.

McColough pointed out that Xerox had helped Fighton, a black-owned company in Rochester that makes parts for Xerox.

Another black, Lionel Browne, said his employer in Rockefeller Center, replaced most of its Xerox machines, because Xerox "was not giving service when it was needed and we were being underpriced by IBM.”

(From the Detroit News, May 25, 1976)

COURT WILL SUPERVISE ARMADA VOTE

(By Walter B. Smith) The annual meeting of stockholders of Armada Corp., a Detroit-based holding company, was adjourned by order of Oakland Circuit Judge Steven N. Andrews to provide time for the judge to supervise the counting of votes on a controversial financial transaction between the company and two of its directors.

The transaction involved Armada's purchase a year ago of $850,000 of debentures from Leonard Friedman, vice-president and a director of Armada, and Jerry D. Luptak, president of Armada. They bought the debentures from Meridian Industries, Inc., in August of 1974 and sold them to Armada last May at the purchase price, plus accrued interest.

Stockholders of Armada were asked at their meeting yesterday to give their "approval and ratification” to the deal.

However, a minority stockholder of Armada, Noel H. Gage, sued to block the vote. He charged that Armada bought the “very high risk” debentures in order to "bail out" Luptak and Friedman.

A federal court judge in Detroit refused last week to issue an injunction against the vote. Gage then went before Andrews in Oakland County Circuit Court.

Andrews issued an order which permitted the vote to be taken, but which prohibited a count of the votes except under supervision of the court. He called an outside lawyer, Patrick J. Ledwidge, and instructed him to go to the stockholder meeting in the Buhl Building in downtown Detroit and pick up the ballots. Ledwidge did that, and said it was his understanding the vote would be counted Friday by independent accountants, under the court's supervision.

Meanwhile, several stockholders at the meeting objected to the way in which the debenture purchase was arranged. They included Lewis D. Gilbert, of New York, and Peter Swallow, of Lathrup Village. They protested that the transaction did, indeed, give an appearance of "bailing out” not only Luptak and Friedman, but also the Michigan National Bank of Detroit, which has loaned money to both Armada and to Meridian. George A. Pierson, a director of Armada, is vice-chairman of the bank.

Luptak responded that it was "completely false to characterize this as a bailout.” He said the bonds were "a very good investment" and said Gage's suit was "frivolous."

Luptak said he didn't presume to speak for Michigan National Bank but that "the lending relationship was completely normal."

Luptak said Meridian earned about 50 cents a share last year and noted that one feature of the debentures is that they give the holders the right to buy Meridian common stock for $1 a share, or "just two times earnings.” He said Meridian also has a large tax-loss carry-forward credit which could be "interestiug" to Armada.

Swallow wasn't satisfied with that, saying if Meridian was such a good investwent, the debentures should have been bought directly by Armada in the first place, instead of by Luptak and Friedman, Luptak's response was there was no time to act, except as individuals, when the opportunity to buy the debentures first arose in 1974.

"You are trying to legitimize a transaction after the fact,” Swallow said.

"You can say that, but it's not true," Luptak said. He added that the debentures are so attractive that "if I were selfish about the matter, I would hope the transaction were not approved."

Although the ballots haven't yet been officially counted, it seemed obvious from the voting on other matters at the meeting the management had easily enough proxy votes in advance of the meeting to assure that the debenture deal would be ratified by a large majority.

Meanwhile, in a general discussion of Armada's business, Luptak said 1976 is expected to be “a good year” for the company, with profits each quarter that are higher than those reported a year ago.

Armada is the parent of Hoskins Manufacturing Co. and Wayne Soap Co., both based in Detroit. Meridian is a remnant of the once powerful Briggs Manufacturing Co., whose only operating unit now is Formed Tubes, Inc., a maker of automotive tail pipes. Luptak spoke glowingly of the future prospects for the tail-pipe business, and said it would fit well into the operations of Hoskins Manufacturing, which produces metal products.

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