« ForrigeFortsett »
Mr. PECORA. This letter is dated February 14, 1934, and is a printed form addressed to all members, signed by Richard Whitney, president.
Was this special meeting of the governing committee held prior to February 14, 1934! Mr. Harris. I do not remember the date, Mr. Pecora.
Mr. PECORA. At that meeting was this letter produced, or any copy thereof, for the consideration of the governing committee? Mr. HARRIS. It was not. Mr. Pecora. Did the governing committee at any time pass specifically upon this letter and authorize its distribution? Mr. HARRIS. No, sir. Mr. PECORA. Has the governing committee at any time taken any formal action with regard to the attitude to be taken by the New York Stock Exchange with respect to this Fletcher-Rayburn bill? Mr. HARRIS. That covers a long period of time. Mr. PECORA. No; it would not cover a longer period of time than that embraced by the time which has elapsed since the bill was introduced, less than 3 weeks ago, as I recall it. Mr. HARRIS. No, it has not. I thought you meant since the investigation started.
Mr. PECORA. I am confining myself now to the bill. Has the governing committee taken any formal action with regard to determining the attitude of the stock exchange with reference to the FletcherRayburn bill?
Nr. HARRIs. None other than the one I have already told you about.
Mr. PECORA. What was the action it took then, at that special meeting you have referred to? Mr. Harris. It granted its approval to the President. Mr. PECORA. Approval of what? Mr. HARRIS. Of his suggestion. Mr. PECORA. What was the suggestion? Mr. Harris. The suggestion about an authority, a supreme command. I gave the details of that before. Do you want me to go over it again?
Mr. PECORA. Do you mean the suggestion Mr. Whitney gave expression to at the hearings held recently, I believe last week, before the House committee on this bill? Mr. Harris. That is the matter I refer to. Mr. Pecora. Is that the only action taken by the governing committee with respect to the position of the stock exchange with reference to this Fletcher-Rayburn bill? Mr. Harris. Yes, sir. Mr. Pecora. Do you know what has been done by or on behalf of the New York Stock Exchange in lining up opposition to the
Mr. Harris. I know of no attempt on the part of the New York
а Whitney to the executive heads of several hundred corporations throughout the country whose securities are listed on the New York Stock Exchange?
Mr. HARRIS. I have seen the letter.
Mr. PECORA. Would you say that that letter was in pursuance of an attempt to line up opposition to the bill ?
Mr. HARRIS. I would say that that letter was a statement of fact, as seen in the eyes of the exchange, by companies which have paid moneys to have their stocks listed.
Mr. Pecora. And designed to line up those companies in opposition to the bill?
Mr. HARRIS. I do not think that, Mr. Pecora.
Mr. PECORA. What was the statement sent out for, if it was not to arouse that opposition to the bill on the part of the executives of these corporations?
Mr. HARRIS. I think it was the duty of the New York Stock Exchange to point out to these various corporations that they might be greatly affected.
Mr. Pecora. The letter itself you have read, have you not?
Mr. PECORA. The letter points out certain alleged defects or shortcomings or weaknesses in the bill, does it not?
Mr. HARRIS. It does.
Mr. PECORA. Would you not say that the letter was intended to line up opposition to the bill among the corporations or their executive officers ?
Mr. HARRIS. No; I would not put it that way. I think it is merely pointing out facts to those corporations—the duty of the exchange.
Mr. PECORA. It pointed out facts that would prompt them to oppose the enactment of the bill, did it not?
Mr. HARRIS. That is quite likely.
Mr. PECORA. Was that sent out with the approval of the governing committee
Mr. HARRIS. No, sir.
The CHAIRMAN. What are the fees that these corporations have to pay for listing!
Mr. HARRIS. Mr. Chairman, I cannot tell you those offhand.
Mr. REDMOND. They vary, Mr. Chairman. Prior to about 1927 they used to be the equivalent of 1 cent per share, and I think now on new listings it is 1.2 cents per share on original listings, with lower fees in the case of a listing that grows out of a merger, consolidation, change of name, and other similar things, where it is not exactly a new issue being brought on the list. I can get you the exact charges and state them for the record, if you would like to have them.
The CHAIRMAN. I think we ought to have those. How do the fees run when there is an additional listing?
Mr. REDMOND. It depends upon the nature of the listing. If it grows out of a reorganization or consolidation, it may have a lower rate than an original listing.
Mr. PECORA. Mr. Harris, have you a copy of the letter which was addressed by Mr. Whitney to the executive heads of these corporations with respect to the Fletcher-Rayburn bill?
Mr. HARRIS. Yes, sir.
Mr. PECORA. Will you produce it, please?
(Copy of letter, Feb. 14, 1934, Whitney to member corporations, was received in evidence, marked “ Committee Exhibit No. 111," Feb. 26, 1934, and the same will be found at the conclusion of today's proceedings.)
Mr. PECORA. Do you know of any other letters that have been sent out by Mr. Whitney in behalf of the New York Stock Exchange, or as president of that institution, with respect to the FletcherRayburn bill?
Mr. Harris. Yes; I know of one other document that went out, in memorandum form.
Mr. PECORA. Can you produce a copy of it?
Mr. HARRIS. I am not certain. I think I have one (producing a paper and handing it to Mr. Pecora].
Mr. PECORA. I offer this in evidence.
Mr. HARRIS. Mr. Pecora, that last document or memorandum was not sent out. I think that was only given out when requested, but it was not generally sent out. As you notice, it is not addressed to anyone, I believe.
Mr. PECORA. I will offer it in evidence anyway, with that explanation of what it is.
The CHAIRMAN. Let it be admitted. Does it bear any date?
Mr. PECORA. I do not think it does. I only took a hasty glance at it.
Mr. REDMOND. No, sir.
memorandum in re effect of National Securities Act, was received in evidence and marked Committee Exhibit No. 112”, Feb. 26, 1934, and the same will be found at the conclusion of today's proceedings.)
Mr. PECORA. So far as you know, was this last document which you have handed me, and which has been marked in evidence as " Committee's Exhibit 112”, submitted to the governing committee for its consideration? Mr. HARRIS. No, sir.
Mr. PECORA. Do you know who prepared this last document, which bears no name?
Mr. HARRIS. I believe the president.
Mr. REDMOND. I can correct that, Mr. Pecora. That document was prepared in my office in response to a request from the exchange for a document analyzing the Fletcher-Rayburn bill, as it affected unlisted corporations and nonmembers of the exchange.
Mr. PECORA. Mr. Harris, do you know who prepared the letter marked in evidence as “ Committee's Exhibit No. 110” of this date, and which is the letter signed by Mr. Whitney as president, and addressed to all members of the New York Stock Exchange?
Mr. HARRIS. I believe that letter was sent out by Mr. Whitney. He prepared it.
Mr. PECORA. Was it prepared by him?
Mr. HARRIS..I believe so.
Mr. PECORA (addressing Mr. Redmond). That was not prepared in your office?
Mr. REDMOND. Very largely Mr. Whitney's; checked, of course, by my firm in regard to its legal aspects and the correctness of the analysis of the language of the bill.
Mr. PECORA. Do you know who prepared the letter addressed to the presidents of all listed corporations, which is marked “Committee's Exhibit No. 111"?
Mr. REDMOND. The same procedure was followed. With regard to the analysis of the bill, it was very largely prepared by me, or by my office, and the balance of it was entirely Mr. Whitney's.
Mr. PECORA. The greater part of the document deals with an analysis of the bill and its provisions.
Mr. REDMOND. Naturally.
Mr. REDMOND. Because it deals with the specific provisions of the bill, Mr. Pecora, yes.
Mr. PECORA. That is also true of exhibit no. 112, which is the memorandum which is not signed nor addressed to any particular person?
Mr. REDMOND. That was entirely prepared in my office.
Mr. PECORA. Do you know of any other communications that have been addressed by or on behalf of the Stock Exchange, or any of its officers or members, with regard to the Fletcher-Rayburn bill?
Mr. Harris. I know of no others.
Mr. PECORA. Do you know whether or not the members of the Exchange have, in turn, circularized their clients or customers in connection with the Fletcher-Rayburn bill!
Mr. HARRIS. I do not know.
Mr. Harris. I can not say as to that, Mr. Pecora. I do not know whether member firms have done it or not:
Mr. PECORA. Did your firm undertake any such activity? Can you tell us about that ?
Mr. HARRIS. We stated that we had these 3 letters we have been discussing, or 2 letters, rather, 1 addressed to members and 1 addressed to the presidents of all listed corporations.
Mr. PECORA. You stated that to whom?
Mr. HARRIS. We stated that to our various branch officers and correspondents, and asked them if they would like copies of this literature. They practically all said they did, and we sent out a large number of copies.
Mr. PECORA. About how many did your firm send out?
The CHAIRMAN. How many branch offices have you, of the New York Stock Exchange?
Mr. HARRIS. I think it is 23. I am not certain as to that. Mr. PECORA, Are they located in as many different communities? Mr. Harris. Yes. They are widely spread over the country, Mr. PECORA. Do you know whether other members or member firms of the stock exchange did likewise ?
Mr. HARRIS. I do not know, Mr. Pecora.
Mr. PECORA. Could you produce a copy of the communication that your firm caused to be sent out?
Mr. HARRIS. I do not think we sent out any communication as a firm. I think we merely used the wire to state that we had these letters, to individuals and various officers, and asked them if they would like copies.
The CHAIRMAN. You spoke about correspondents. How many correspondents have you?
Mr. HARRIS. I think we have about 10 correspondents.
Mr. HARRIS. I did not send the wire out, Mr. Pecora, but as I remember it, we just stated in the wire that we had these two letters.
Mr. PECORA. Three.
Mr. HARRIS. Two. The exchange did not send out the others1 to members and 1 to presidents of all listed corporations—and that we would supply them with them if they would care to have them.
Mr. PECORA. Have you got the minute books of the committee on publicity, Mr. Redmond?
Mr. REDMOND. I have (producing books and handing the same to Mr. Pecoral.
Mr. PECORA. I notice from the minute book which has just been handed to me, Mr. Harris, that the last meeting of the committee on publicity was held on February 21, 1934.
Mr. HARRIS. Yes, sir.
Mr. PECORA. The meeting just prior to that was held on November 13, 1933.
Mr. HARRIS. Yes, sir.
Mr. PECORA. And the meeting prior to that was held on October 31, 1933.
Mr. HARRIS. That is correct. Mr. PECORA. In glancing over the minutes of the meeting of October 31, 1933, I find the following statement (reading):
The committee discussed the possible extension of publicity work through the medium of speeches, pamphlets, radio talks, and magazine and newspaper articles.
Can you tell us more in detail about that discussion? Mr. HARRIs. There is not much more to say about it, Mr. Pecora. Those matters came up and were discussed, and the committee de. cided not to do anything about them.
Mr. PECORA. In the minutes of the meeting of the committee on publicity held on August 21 last, I notice the following item [reading):
The committee did not approve of a proposal of the New York Evening Post that the exchange sponsor an advertisement or a series of advertisements with reference to the National Recovery Administration.
Do you recall that action?
Mr. HARRIS. Yes, sir; I recall that action. The exchange never goes into that type of advertising and publicity, and we so notified the Evening Post.