3. FORMING COMPLEXES A number of stockholders are in fact controlled by another entity (i.e., individual, family or corporation). In order to reveal the full power of all investors, the CDE devised a method for consolidating the separate holdings owned or managed by a single complex. In analyzing each stockholder, the CDE applied two standards to form such complexes: A. Family Relations the components of a family, including relatives, employees, estates, trusts and family-controlled foundations, were combined into one complex. Companies or partnerships known to be 40% or more owned by family members were also grouped with these family interests. - B. Intercorporate Control one corporation or government agency controls an institutional investor through one of two mechanisms: • Ownership of 40% or more of the company's voting stock. 3 Management of one firm by another through a legal agreement, This process allowed the separate holdings of a complex to be aggregated and the total attributed to the head of the complex (i.e., ultimate parent). All identifiable and significant stockholders 3. The term "management" is used in two distinct ways. On the one hand, the term is used to describe the administrative power exercised by an investment advisor over a mutual fund. In other instances, the term is used to describe holdings over which institutional investors exercise any management authority, i.e. voting authority, investment discretion, investment advice and trustee authority. comprising a complex were listed under the main entry with their holdings in parenthesis next to their name. A single indentation indicates that the head of the complex owns at least 40% of the subentry's voting stock. Family members are also given a single indentation when listed under a family complex. A double indentation indicates that the head of the complex controls the subentry through a management arrangement. In certain cases a complex involves both ownership and management and the listing of each subentry reveals its control relationship to the ultimate parent. 4. RANKING THE IDENTIFIED STOCKHOLDERS All the stockholders were coded, key punched and processed by computer using a special CDE-developed program. Each profile first ranks in descending order all stockholders with any voting power. Holders with no identifiable voting power are then ranked according to their total managed holdings. Totals for each column are also presented along with a table listing the voting concentration for the top 5, 10, 15, and 25 principal stockholders. 5. INTERLOCKING RELATIONSHIPS THROUGH DIRECTORS AND OFFICERS Where a proxy statement revealed an interlocking relationship between a stockholder and the profiled company, the study listed the individual under the stockholder. The name is followed by an abbreviation indicating the individual's position in the profiled company. 4. Bank holding companies were listed only if they controlled more than one large financial institution holding significant amounts of stock. Otherwise only the banking subsidiary was listed. The separate funds of a jointly managed public pension system are also not listed separately. In a few cases, particularly for mutual funds and mutual insurance companies, a holder is determined to be controlled by another entity if they share a majority of their boards of directors. 6. SYMBOLS AND ABBREVIATIONS A. Offdating -- all holdings are for 12/31/76 unless followed by a letter # Director or officer of the institutional stockholder under which the individual is listed. < One bank holding company. C. Abbreviations BC Board Chairman CAO Chief Administrative Officer CEC Chairman, Executive Committee CEO Chief Executive Officer CGTC Chairman, General Trust Committee CIO Chief Investment Officer. Con Consultant COO Chief Operating Officer CTO Chief Trust Officer Dir Director EVP Executive Vice President GC General Counsel HBC Honorary Board Chairman |