Monday, January 31, 2011 12:54:50 AM
Who is Cede & Company Depository Trust?
I ask this because of the beneficial owners list for MMTE:
I have determined based on the filings that 1,000,000,000 shares belong to Joe V. Overcash. Maybe all 1.4B do.
------------------------
Cede & Company operates as a clearing house for stock transactions. The company was founded in 1996 and is based in New York, New York. Cede & Company operates as a subsidiary of NYSE Euronext, Inc.
-------------------------
I found this letter online about Cede & Company which is interesting.
It is a letter from a TA to the SEC expressing concern about the growing number of companies Cede & Company is showing up for as a share owner (it is from back in 2005 though)
http://www.faulkingtruth.com/Articles/LettersToEditor/1012.html
From: Lori Livingston
Sent: Friday, May
27, 2005 3:26 PMTo: chairmanoffice@sec.gov; marketreg@sec.govSubject:
Elimination of Stock Certificates
To whom it may concern:
I am writing in regard to the recent press release from the Depository Trust Company (DTC) and other recent events and rules regarding DTC eligibility and Issuer rights in regard to DTC participation.
As someone who has been in the transfer agent business for 23 years, I am alarmed by recent developments and trends that all work toward a system of increasing positions on the books and records of corporations in the name of Cede & Co. (nominee name for DTC). As the transfer agent for approximately 300 issuers, I am increasingly contacted by these companies as they seek information regarding the stock ownership in their companies and the underlying trading of those shares in the market. Over the years as the amount of shares held at DTC has increased it has become more and more difficult to determine who owns the shares, who is trading them and if the trading is proper. This trend, and the resulting problems I will detail below, continues to increase because a minority of the total number of shareholders are reflected on the books and records of the corporation, most activity takes place behind the wall of ownership that is designated as Cede & Co. and neither the company nor the transfer agent has any access to the underlying information.
While the press release (which I have attached) heralds the movement toward increasing this trend of dematerialization as a triumph and great progress which will save investors millions of dollars, I see this trend from a different perspective and one which is not only alarming to me but to many of the companies that will be effected by these changes. I also disagree as to whether or not it will save shareholders millions of dollars or merely shift the costs through a different route and into different pockets. Additionally, I see this as continuing the trend of increasing costs to corporations, particularly smaller issuers already struggling with the ever increasing price of being a public company, and further decreased shareholder value based on the additional expense paid by the company.
Furthermore, DTC recently managed to put through a rule change (Release No. 34-50758A; File No.S7-24-04) that prohibits a transfer agent from representing any company who seeks to withdraw from the DTC system. This change effectively leaves companies with no voice or choice in the management of their stock and their ability to have any transparency as to what is actually taking place in the market in regard to their stock.
I receive calls from companies seeking information as they watch millions of shares trade in a single day, who watch their share price decrease in value and who have no access to information regarding who is behind the trading of these shares, or if in fact the trades are at all legitimate. As the system now operates, most companies have a large percentage of shares on their books registered to Cede & Co. This position usually represents a majority of the outstanding stock in any given company. Underlying this position is a system at DTC which is reflected in a Position Listing Reportand this report represents the brokers and clearing firms that hold positions in any given security on DTCs books and records for the beneficial owners (Non Objecting Beneficial Owners NOBOs and Objecting Beneficial Owners OBOs) or shareholders. The trades that take place on a daily basis move between these brokers and clearing firms electronically; however, the Issuer (nor their transfer agent) has any access to this data unless they order and pay for the lists. This is not only expensive for the company, but it also does not tell them anything about who actually owns the stock. For that information they must go to yet another party and that is ADP.
ADP is engaged by the brokers to keep track of the NOBOs and OBOs and to send the shareholders in Street Namereports and communications from the Issuer. Their other vital function is to serve as proxy tabulator for the shareholders who hold their shares in broker accounts. This is a critical function for the public company and one which they are required to perform by law. Given the importance of shareholder voting and communication one would assume that the same requirements placed on transfer agents as to accuracy and reporting would be placed on ADP and Cede & Co. as they usually hold or service the majority of the shares owned in any given company. I have found; however, that when presented with the tabulation reports from ADP the share totals they report sometimes exceed the total number of shares outstanding for the company. Let me restate this because it is a very important part of my concern about a system that is more and more headed in the direction of increased control by DTC. The shares presented by ADP, that are the shares voted by the brokers on behalf of the shareholders for whom they hold accounts, EXCEED when added to the shareholders of record the total number of shares outstanding. As the final judge and inspector of elections I would naturally inquire as to how the number of shares could be higher than the total shares that exist for a company and to my surprise I am told by ADP that they only vote what is reported by the brokers. It becomes the responsibility of the company, and further the transfer agent, to reconcile the numbers so that an annual meeting can be conducted that reflects numbers of share voted that makes any sense.
Where are these extra shares coming from? Why are there no controls on the number of shares held in the nominee name Cede & Co. vs. the ownership on the books and records of the brokers and why is the company not privy to any information unless it pays whatever fees it is told it must pay by the organizations that control the data? There have been a great deal of new regulatory levels of reporting put on companies (i.e. Sarbanes- Oxley Act compliance), but from where I am positioned in the marketplace that does not address what is a far greater problem for issuers shareholders and the integrity of the markets, and that is, who are their shareholders and how are their shares trading?
I will close at this point with a request to the SEC that in the rush to move to dematerialization someone look at the existing system and the inequities that exist in the market based on a companies complete ignorance and inability to know what is actually going on with the shares of their companies and the problems we face in the future as we move toward a system where the brokers, DTC and ADP have more information and control than the shareholders, the transfer agents and the issuers. In fact, as the system is evolving, DTC is de facto becoming the largest transfer agent in the industry even though it is an organization formed by and working for the interests of the brokerage community. If, ultimately, the S.E.C. is in place to protect investors then this issue can not be ignored because in the end when the market is completely under the control of the brokers and
the organizations that represent them then the market can neither be
transparent nor fair.
I thank you for your time in reading this communication.
Lori Livingston
President & CEO
Transfer Online, Inc.
317 SW Alder St., Second Fl
Portland OR 97204
http://www.faulkingtruth.com/Articles/LettersToEditor/1012.html
----------------------------------------------------
I'm afraid that letter doesn't clear things up a whole lot for me. If anybody has a good take and understanding about this please share.
thanks
At this point my best guess is that people that don't want their shares to show up in their "street name" transfer the certificates to this company to hold for them?
------------------------------------------------------
Here is another nice write up about this situation (I only included a very small portion of it in this post use the link to read the entire write up):
http://ming.tv/flemming2.php/__show_article/_a000010-000923.htm
In the old days, when you owned stocks you would have the stock certificates lying in your safe. And if you needed to trade them, you needed to get them shipped off to a broker. Nowadays that would be considered very cumbersome, and it would be impractical to invest via computer or over the phone. So the shortcut was invented that the broker would hold your stocks instead of you. And in order for him to legally be able to trade them for you, the stocks were placed under their "street name". I.e. they're in the name of the brokerage, but they're just holding them in trust and trading them for you. And you're in reality the beneficiary rather than the owner. Which is all fine and dandy if everything goes right. Now, it appears the rules were then changed so the brokers are not allowed any longer to put the stocks in their own name. Instead, what they typically do is to put the stocks into the name of "Cede and Company" or "Cede & Co" or some such variation. And the broker might tell you that it is just a fictitious name, and will explain why it is really more practical to do that than to put it in your name.
The problem with that is that it appears that Cede isn't just some dummy name, but an actual corporation that DTCC controls. And, well, if you ask anybody about this, who actually knows about it, they will naturally tell you that it is all a formality. To serve you better, of course. And, well, maybe it is. DTCC seems like a nice and friendly company. It is a private company, owned by the same people (major U.S. banks) who own the Federal Reserve Bank. And if they all stick to their job, and just keep the money and your stocks flowing smoothly, I'm sure that is all well and good. But if somebody at some point should decide otherwise, and there's a national U.S. emergency and/or the U.S. government becomes unable to pay its debts, well, they might just not give you your stocks back. Because legally they own them. Something to think about.
http://www.dtcc.com/
-------------------------------------------------------------------
Cede & Company. Cede is the holding repository for Depository Trust Corporation (DTC), the securities holding bank for most stock brokerages. Shares of stock that are held in brokerage accounts, in what is referred to as "Street Name", are held by DTC and Cede. Most likely, if you have not received your stock by next week it is currently held for you by Cede. Eventually you will receive your stock certificates but it will be a lengthy process that may take a few more months. You must contact Cede & Company and/or your broker (who will make a request upon Cede & Company) for these shares because CRI has no control over the dissemination of shares through this process. Cede & Company is not legally allowed to hold restricted shares so these shares must be sent directly to individuals. However, I am told this process could take as long as 60-90 days
http://209.51.194.30/info%20jan%206.htm
I ask this because of the beneficial owners list for MMTE:
I have determined based on the filings that 1,000,000,000 shares belong to Joe V. Overcash. Maybe all 1.4B do.
------------------------
Cede & Company operates as a clearing house for stock transactions. The company was founded in 1996 and is based in New York, New York. Cede & Company operates as a subsidiary of NYSE Euronext, Inc.
-------------------------
I found this letter online about Cede & Company which is interesting.
It is a letter from a TA to the SEC expressing concern about the growing number of companies Cede & Company is showing up for as a share owner (it is from back in 2005 though)
http://www.faulkingtruth.com/Articles/LettersToEditor/1012.html
From: Lori Livingston
Sent: Friday, May
27, 2005 3:26 PMTo: chairmanoffice@sec.gov; marketreg@sec.govSubject:
Elimination of Stock Certificates
To whom it may concern:
I am writing in regard to the recent press release from the Depository Trust Company (DTC) and other recent events and rules regarding DTC eligibility and Issuer rights in regard to DTC participation.
As someone who has been in the transfer agent business for 23 years, I am alarmed by recent developments and trends that all work toward a system of increasing positions on the books and records of corporations in the name of Cede & Co. (nominee name for DTC). As the transfer agent for approximately 300 issuers, I am increasingly contacted by these companies as they seek information regarding the stock ownership in their companies and the underlying trading of those shares in the market. Over the years as the amount of shares held at DTC has increased it has become more and more difficult to determine who owns the shares, who is trading them and if the trading is proper. This trend, and the resulting problems I will detail below, continues to increase because a minority of the total number of shareholders are reflected on the books and records of the corporation, most activity takes place behind the wall of ownership that is designated as Cede & Co. and neither the company nor the transfer agent has any access to the underlying information.
While the press release (which I have attached) heralds the movement toward increasing this trend of dematerialization as a triumph and great progress which will save investors millions of dollars, I see this trend from a different perspective and one which is not only alarming to me but to many of the companies that will be effected by these changes. I also disagree as to whether or not it will save shareholders millions of dollars or merely shift the costs through a different route and into different pockets. Additionally, I see this as continuing the trend of increasing costs to corporations, particularly smaller issuers already struggling with the ever increasing price of being a public company, and further decreased shareholder value based on the additional expense paid by the company.
Furthermore, DTC recently managed to put through a rule change (Release No. 34-50758A; File No.S7-24-04) that prohibits a transfer agent from representing any company who seeks to withdraw from the DTC system. This change effectively leaves companies with no voice or choice in the management of their stock and their ability to have any transparency as to what is actually taking place in the market in regard to their stock.
I receive calls from companies seeking information as they watch millions of shares trade in a single day, who watch their share price decrease in value and who have no access to information regarding who is behind the trading of these shares, or if in fact the trades are at all legitimate. As the system now operates, most companies have a large percentage of shares on their books registered to Cede & Co. This position usually represents a majority of the outstanding stock in any given company. Underlying this position is a system at DTC which is reflected in a Position Listing Reportand this report represents the brokers and clearing firms that hold positions in any given security on DTCs books and records for the beneficial owners (Non Objecting Beneficial Owners NOBOs and Objecting Beneficial Owners OBOs) or shareholders. The trades that take place on a daily basis move between these brokers and clearing firms electronically; however, the Issuer (nor their transfer agent) has any access to this data unless they order and pay for the lists. This is not only expensive for the company, but it also does not tell them anything about who actually owns the stock. For that information they must go to yet another party and that is ADP.
ADP is engaged by the brokers to keep track of the NOBOs and OBOs and to send the shareholders in Street Namereports and communications from the Issuer. Their other vital function is to serve as proxy tabulator for the shareholders who hold their shares in broker accounts. This is a critical function for the public company and one which they are required to perform by law. Given the importance of shareholder voting and communication one would assume that the same requirements placed on transfer agents as to accuracy and reporting would be placed on ADP and Cede & Co. as they usually hold or service the majority of the shares owned in any given company. I have found; however, that when presented with the tabulation reports from ADP the share totals they report sometimes exceed the total number of shares outstanding for the company. Let me restate this because it is a very important part of my concern about a system that is more and more headed in the direction of increased control by DTC. The shares presented by ADP, that are the shares voted by the brokers on behalf of the shareholders for whom they hold accounts, EXCEED when added to the shareholders of record the total number of shares outstanding. As the final judge and inspector of elections I would naturally inquire as to how the number of shares could be higher than the total shares that exist for a company and to my surprise I am told by ADP that they only vote what is reported by the brokers. It becomes the responsibility of the company, and further the transfer agent, to reconcile the numbers so that an annual meeting can be conducted that reflects numbers of share voted that makes any sense.
Where are these extra shares coming from? Why are there no controls on the number of shares held in the nominee name Cede & Co. vs. the ownership on the books and records of the brokers and why is the company not privy to any information unless it pays whatever fees it is told it must pay by the organizations that control the data? There have been a great deal of new regulatory levels of reporting put on companies (i.e. Sarbanes- Oxley Act compliance), but from where I am positioned in the marketplace that does not address what is a far greater problem for issuers shareholders and the integrity of the markets, and that is, who are their shareholders and how are their shares trading?
I will close at this point with a request to the SEC that in the rush to move to dematerialization someone look at the existing system and the inequities that exist in the market based on a companies complete ignorance and inability to know what is actually going on with the shares of their companies and the problems we face in the future as we move toward a system where the brokers, DTC and ADP have more information and control than the shareholders, the transfer agents and the issuers. In fact, as the system is evolving, DTC is de facto becoming the largest transfer agent in the industry even though it is an organization formed by and working for the interests of the brokerage community. If, ultimately, the S.E.C. is in place to protect investors then this issue can not be ignored because in the end when the market is completely under the control of the brokers and
the organizations that represent them then the market can neither be
transparent nor fair.
I thank you for your time in reading this communication.
Lori Livingston
President & CEO
Transfer Online, Inc.
317 SW Alder St., Second Fl
Portland OR 97204
http://www.faulkingtruth.com/Articles/LettersToEditor/1012.html
----------------------------------------------------
I'm afraid that letter doesn't clear things up a whole lot for me. If anybody has a good take and understanding about this please share.
thanks
At this point my best guess is that people that don't want their shares to show up in their "street name" transfer the certificates to this company to hold for them?
------------------------------------------------------
Here is another nice write up about this situation (I only included a very small portion of it in this post use the link to read the entire write up):
http://ming.tv/flemming2.php/__show_article/_a000010-000923.htm
In the old days, when you owned stocks you would have the stock certificates lying in your safe. And if you needed to trade them, you needed to get them shipped off to a broker. Nowadays that would be considered very cumbersome, and it would be impractical to invest via computer or over the phone. So the shortcut was invented that the broker would hold your stocks instead of you. And in order for him to legally be able to trade them for you, the stocks were placed under their "street name". I.e. they're in the name of the brokerage, but they're just holding them in trust and trading them for you. And you're in reality the beneficiary rather than the owner. Which is all fine and dandy if everything goes right. Now, it appears the rules were then changed so the brokers are not allowed any longer to put the stocks in their own name. Instead, what they typically do is to put the stocks into the name of "Cede and Company" or "Cede & Co" or some such variation. And the broker might tell you that it is just a fictitious name, and will explain why it is really more practical to do that than to put it in your name.
The problem with that is that it appears that Cede isn't just some dummy name, but an actual corporation that DTCC controls. And, well, if you ask anybody about this, who actually knows about it, they will naturally tell you that it is all a formality. To serve you better, of course. And, well, maybe it is. DTCC seems like a nice and friendly company. It is a private company, owned by the same people (major U.S. banks) who own the Federal Reserve Bank. And if they all stick to their job, and just keep the money and your stocks flowing smoothly, I'm sure that is all well and good. But if somebody at some point should decide otherwise, and there's a national U.S. emergency and/or the U.S. government becomes unable to pay its debts, well, they might just not give you your stocks back. Because legally they own them. Something to think about.
http://www.dtcc.com/
-------------------------------------------------------------------
Cede & Company. Cede is the holding repository for Depository Trust Corporation (DTC), the securities holding bank for most stock brokerages. Shares of stock that are held in brokerage accounts, in what is referred to as "Street Name", are held by DTC and Cede. Most likely, if you have not received your stock by next week it is currently held for you by Cede. Eventually you will receive your stock certificates but it will be a lengthy process that may take a few more months. You must contact Cede & Company and/or your broker (who will make a request upon Cede & Company) for these shares because CRI has no control over the dissemination of shares through this process. Cede & Company is not legally allowed to hold restricted shares so these shares must be sent directly to individuals. However, I am told this process could take as long as 60-90 days
http://209.51.194.30/info%20jan%206.htm
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