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without so securing the notes, may mortgage or pledge any of its assets for the purpose of securing loans in the usual course of business for periods not exceeding one year, and may mortgage or pledge property hereafter acquired to secure the purchase price thereof in whole or in part. The company will further covenant that it will neither pay cash dividends on its common stock nor redeem or purchase its capital stock of any class in whole or in part when such payment or redemption or purchase will reduce the value of its assets to less than 150 percent of its indebtedness then outstanding. The company will also covenant that so long as any of the serial gold notes are outstanding, it will not create or assume any additional indebtedness if as a result thereof its total indebtedness will exceed 50 percent of the then value of its assets.
Earnings.- Following is a statement of earnings of the company, as certified by independent auditors, for the period from the date of its organization, October 5, 1929, to September 30, 1930 (with September partly estimated) and an estimated statement of earnings for the year ending August 31, 1931, based on investments now owned and being acquired:
In the foregoing statement for the period ending September 30, 1930, stock dividends received and to be received have been taken at the current market prices on the dates received and in the statement for the year ending August 31, 1931, at present market prices.
Voting trust.—2,030,000 shares of the 4,116,403 shares of common stock now issued have been placed in a voting trust expiring on November 1, 1934, with an option to renew for an additional 5 years. The voting trustees under this trust are Samuel Insull, H. L. Stuart, and Samuel Insull, Jr. A circular fully descriptive of this issue will be sent upon request.
Halsey, Stuart & Co., Inc.
A. C. Allyn & Co., Inc. Dated September 1, 1930, and redeemable. Principal and interest will be payable at the offices of Halsey, Stuart & Co., Inc., in Chicago and New York. Interest will be payable March 1 and September 1 without deduction for Federal income taxes now or hereafter deductible at the source, not in excess of 2 percent per
Coupon notes, denomination $1,000. These notes are offered for delivery when, as, and if issued and accepted by us, and subject to approval of counsel. It is expected that notes in definitive form will be ready for delivery at the office of Halsey, Stuart & Co., Inc., on or about September 25, 1930. Ail statements herein are official or based on information which we regard as reliable, and while we do not guarantee them, we, ourselves, have relied upon them in the purchase of this security.
SEPTEMBER 12, 1930.
Mr. HEALY. If there are no further questions, I will close my testimony.
There is one thing that I would like to say, very briefly, and it is this: Because of the conditions that have been disclosed in the Senate investigation and in the Commission's utility investigation, and be
the facts that are known to all of you, it has been recognized on all sides that legislation of this character ought to be enacted.
And, it seems to me that the young lawyers who have given of their services and strength, in writing the bills of this character, are not deserving of the censure that was visited on them here yesterday. It must be something of a surprise to many of these gentlemen who in the years past have been engaged in the manipulation of stock securities and the manipulation of corporation laws, through lobbying in the State legislatures and elsewhere, “while occupying no elective office”, (to borrow Mr. Rand's phrase), to find on the side of the Government, men, lawyers, who are as expert as their best lawyers in these complicated subjects. Heretofore, the only brain trust that has existed has been the monopoly that certain great interests in the country seemed to have of the brains of certain lawyers who have been able to write and amend and rewrite the corporation laws of this country until they have come to be a most terrible mess, a mess that threatens the existence of business itself; a mess that outstinks the stables of mythology.
No single enterprise that Foshay, or Insull, or any of their kind, undertook was put through, without the assistance, the planning, and the connivance, of one of these lawyers who sat in their cabinets.
Read the dissenting opinion of Mr. Justice Brandeis in the case of Liggett v. Lea and see how far we have gone from the old standards, and the old landmarks.
It was only in 1889 that the first statute was passed in America that departed from the old common-law principle that forbids one corporation to own the stock of another. When I was admitted to the bar in Vermont, in 1904, there was a law on the statute books to the effect that no corporation could be incorporated with a capital of more than $1,000,000 without the authority of the legislature.
These artificial beings—think of it, gentlemen—the right of a group of men to create out of nothing artificial beings to which they can sell, from which they can buy, which they can manipulate and by which they can build up the appearance of values. Today, one of the greatest of them is a wanderer on the face of the earth; a man without a country, in a ship without a port. I do not know whether he has taken away very much with him, out of all of this great turmoil of wrongdoing. He may be as completely ruined, for all I know, as many of those who bought his securities; but I want to contrast the lawyers who have helped to bring about all of these unwise amendments of State corporation laws, under which payment of dividends is permitted out of paid-in capital, under which you can capitalize in some States practically everything, except the furnace ashes in the basement; to contrast their activities with the activities of many of the skilled young lawyers in the Government service who can make more money outside of the service than they can in it; but who give their services. It seems to me that these men are a great deal more like some of the men Mr. Rand mentioned yesterday in his speech: Thomas Jefferson, Lincoln, and I would like to add, too, Madison and Monroe, and some others, than these modern corporation lawyers,
These men are not the lackeys of rich men. They are not the protégés of the privileged. They are servants of justice. They are the champions of the people, as Jefferson and Lincoln were.
Mr. HEALY. I was just a little aroused by the attack that was made upon them, and I wished to make that statement.
The CHAIRMAN. We had two young men here last year who helped us unselfishly and with great wisdom on the Securities Act. One was Mr. Landis, now Federal Trade Commissioner, and Mr. Cohen, who is now present and who has devoted day and night to this question, and he has been a people's counsel and we have Mr. Tom Corcoran, and Mr. Corcoran has devoted all of these days and nights to this work, with the representatives of the Treasury and with the Federal Reserve Board, and we have gotten, through those counsels, the endorsement of the Federal Reserve Board. We will have Mr. Landis at 2 o'clock, who will endorse the bill.
I have here a telegram from Trowbridge Callaway, chairman of the investment house group; a letter from Paul J. Engel; a petition on behalf of the specialists of the New York Stock Exchange, and a letter from the committee of put-and-call dealers of New York, which will be inserted in the record.
(The matter referred to is as follows:)
NEW YORK, N.Y., March 24, 1934. Hon. Sam RAYBURN Chairman, House Committee on Interstate and Foreign Commerce,
New House Office Building, Washington, D.C. The new bill for the regulation of stock exchanges introduced by Mr. Rayburn (H.R. 8720) on March 19 is a substantial improvement over the original bill (H.R. 7852).
The investment house group, of which the undersigned is chairman, being concerned primarily with the maintenance of the existing broker-dealer organization has directed its efforts mainly toward improving the broker-dealer provisions of the proposed stock-exchange legislation. The original bill by its drastic segregation clauses would have largely destroyed the long-established brokerdealer organization in the United States. The new bill permits the continuation of this organization, and its provisions, relating to the broker-dealer, with some changes in phraseology designed primarily to clarify what seems to be their intent, would be satisfactory to this group.
The amendment of section 10, suggested by Mr. Richard Whitney on March 22, insofar as it relates to the broker-dealer, with some adjustment of phraseology, would also be satisfactory. This group has not concerned itself with section 10 as it relates to floor traders, specialists, and odd-lot dealers.
It seems to us unwise to make rigid margin requirements and certain other matters by statute, except to such extent as may be necessary to remedy existing evils which are to be prohibited by law.
The margin requirements of the new bill, while apparently better and more elastic than in the original bill, have elements of inflexibility which are unavoidable if the margin requirements are to be imbedded in statutory law. Furthermore, it is feared that these complicated requirements will prove impracticable in operation.
We are, therefore, in accord with the viewpoint of Mr. Whitney's statement of March 22 that margin requirements would be more wisely left to the Federal Reserve Board.
This course would provide the requisite flexibility and would insure that this margin problem, which is of great importance to our national economy and to the recovery program, would be dealt with by governmental authority in harmony with the broad banking and monetary policies of the country and without the embarrassment of the rigidity and inflexibility inherent in the fixation of margins by statute.
Certain of the provisions of the new bill, very unwisely it seems to us, become effecvive on July 1, or August 1, 1934. This has an important bearing on section 14 which throws the whole over-the-counter market into the control of the Federal Trade Commission. The Commission may feel compelled to establish rules for the regulation of this large and important market for a huge mass of outstanding securities by August 1 of this year. It will be impossible properly to prepare these rules within so short a space of time. The uncertainty as to what regulation may be estalished makes for unsatisfactory market conditions which would largely deprive holders of unlisted securities of their market, for people will not readily buy unlisted securities when the future market for these securities is clouded with uncertainty. This uncertainty will in itself tend to occasion the liquidation of unlisted securities while a free over-the-counter market still exists. It would seem wiser to postpone legislation as to the over-the-counter market until regulation can be considered in the light of operation under the new investment banking code which is about to be put into effect.
TROWBRIDGE CALLAWAY, Chairman. Investment house group consists of the following: Chas. D. Barney & Co., Callaway Fish & Co., Cassatt & Co., Clark Dodge & Co., Field Glore & Co., Hallgarten & Co., Hemphill Noyes & Co., A. Iselin & Co., Kidder Peabody & Co., Ladenburg Thalmann & Co., Laurence M. Marks & Co., G. M. P. Murphy & Co., Riter & Co., L. F. Rothschild & Co., Edward B. Smith & Co., Spencer Trask & Co., Tucker Anthony & Co., White Weld & Co.
New York City, N.Y., March 22, 1934. COMMITTEE ON INTERSTATE AND FOREIGN COMMERCE,
House of Representatives. GENTLEMEN: I wish to submit to you that the securities issued by corporations in any line of business or by any political division in the world circulate freely in world trade just as commodities, such as cotton, sugar, grain, etc. The particular location of the market where transactions are effected does not interfere with sales, irrespective of where the buyer or seller may be, in or out of the country. Regulations at any one point or in any country proposed by authorities will only tend to shift the trade to exchanges located elsewhere in the country or in the case of national regulations to points outside of the country.
From June 1, 1906, to the outbreak of the World War in August 1914, I was engaged at the cable desk on the floor of the New York Stock Exchange and the cable service enabled us to send a message to the floor of the London Stock Exchange with a total of elapsed time for the message to reach London and
the reply to return to New York and be in my hands of from 1 to 3 minutes. The same cable service is available now, but the business has not been so heavy as before the war, with England or the Continent, as at that time we were a debtor Nation, whereas since the war we have been a creditor Nation. In the past few years with improved financial conditions in Europe more business has been done in our securities by persons living abroad and they can trade as readily in our market here as if they were residing here, and if our principal markets in securities were transferred abroad, people here could trade as readily as they do now, while the market is here. The extra expense of wire service would not be a factor considered by persons making investments or taking speculative commitments. Since the war we have been proud of the position taken by our Nation in the financial affairs of the world, but the outlawing of security markets here would more than destroy what we have built up since the beginning of the war.
Money loaned upon securities must be loaned only in the light of good banking practice and for Congress to enact a law with regulations as to a definite amount of money to be loaned upon securities is ridiculous to say the least, for not definite percentage of loan value is applicable to all classes of securities or to each security in each class. Brokers engaged in carrying securities on margin are guided by what they in turn can borrow from the banks, and consequently it is the banker acting in his proper sphere in business activity who determines how inuch shall be loaned on each security and what amount of cash capital shall be maintained by a broker in relation to the volume of business that he carried. To enact à law with limitations and prohibit these matters is an act beyond common business sanity and can only react at once to the definite retardment of the free flow of capital in our country and be a serious obstacle to the return of normal business at the present time being greatly helped by Government measures of the past year.
In years gone by whenever acts of individuals or practices in general were developed contrary to equitable trade, steps were taken by bankers and the exchanges to remedy the matter and there has been built up as a result a better situation than existed before. From time to time new situations and unfavorable practices must be met and corrected. Such matters, however, cannot be handled by Government machinery such as the Federal Trade Commission, which in its operation, would naturally be too slow to accomplish any effective results. We have had on the statute books of New York State a law against fictitious or wash sales, but in my experience of over 30 years I know of only one prosecution under the statute, but have seen the activities of many firms and individuals who engaged in these practices ended by the exchanges. Governmental regulations and enforcement agencies in such business matters are of no value and while it would undoubtedly be an excellent thing to have upon the statutes, Federal or State, the regulations now in force on the exchanges, such governmental laws should not be made without the cooperation and help of the persons engaged in the business who understand the business thoroughly and have its real interest at heart.
I am writing this statement in view of having read in the daily papers that bill H.R. 8720 has the approval of the Treasury Department which to me is beyond belief as to its entirety. That the Treasury Department and the present Administration want a law enacted is quite conceivable, but certainly to meet with their approval, there must be a law which will not destroy business or react unfavorably upon the great efforts being made to return us to national prosperity. Respectfully submitted.
Paul J. ENGEL. MARCH 22, 1934.
PETITION ON BEHALF OF THE SPECIALISTS OF THE NEW YORK STOCK EXCHANGE,
WASHINGTON, D.C., March 24, 1934
COMMITTEE ON INTERSTATE AND FOREIGN COMMERCE,
House of Representatires, Washington, D.C. GENTLEMEN: The undersigned members of the New York Stock Exchange respectfully invite your attention to the far-reaching effect which we believe certain provisions of the pending stock exchange regulation bill would have on the fortunes of 20 million investors in the United States.
We refer to the provisions in section 10 of the bill for the practical elimination of the present market “specialist”, who, as he now operates, is an indispensable factor in assuring the liquidity of investments and, in turn, the liquidity of commercial banks and other financial institutions throughout the country.
The specialist, as the members of the committee are doubtless well aware, is a member of the exchange who deals exclusively in one or more stocks and is thus able to execute with the utmost diligence all orders entrusted to him for the purchase or sale of such stocks. Any member of the exchange may become a specialist if he so desires.
Because of the active and varied operations on the floor of the exchange, it is physically impossible for the broker who directly represents the commission house to execute all transactions committed to him. In line with the intensive specialization which has taken place in every field of modern activity, the vocation of the specialist has been developed over a period of years to fill the obvious need of a man of expert knowledge and financial and moral responsibility who can give instant execution to orders entrusted to him for the purchase or sale of specified stocks. The specialist is primarily a broker's broker.
The specialist, however, under the present practice, is more than a broker's broker. He is also a dealer, and his activity as a dealer is indispensable to his effective functioning as a broker. It is our understanding that your committee, while recognizing the useful services performed by the specialist, seeks to impose certain limitations upon his activities in accordance with the committee's general purpose of regulating the exchange on behalf of the public interest.
The members of the exchange, as already reported to your committee, are heartily desirous of cooperating in any measure that would make the exchange a more effective market for public securities. We feel, however, that the present draft of the bill before your committee would essentially alter the character of the specialist as he actually exists and, in so doing, greatly diminish the facilities of the exchange in its service to the public.