Anchor Gaming was recently bought out by IGT in December of 2001. As
per SEC rules, I should be able to get a complete list of prior Anchor
Gaming shareholders. I am specifically interested in a complete list
of Anchor
Gaming shareholders (not just the majority shareholders, All
shareholders) 1 year prior to the merger with IGT (International
Gaming Technology). IGT is a Nevada Corp as was Anchor Gaming. I have
tried for hours to navigate the various SEC and Nevada State websites
without success so turn to you for help. |
Clarification of Question by
scratchy-ga
on
25 Oct 2002 20:47 PDT
In addition, to the total list of share holders, I would like to know
the number of shares owned by each shareholder.
|
Request for Question Clarification by
silviares-ga
on
27 Oct 2002 20:34 PST
Hello scratchy-ga
I went to visit the sec web site searching for an answer to your
question but here is what I have found instead
Question:
How can I get a list of a company's shareholders?
Answer: Answer last updated: 03-22-01
Although investors sometimes ask the SEC for a list of a company's
shareholders, the SEC does not maintain shareholder lists. Only the
company itself has access to this information.
Under SEC rules, a company must provide shareholders with a process
for contacting other shareholders in two limited situations. The first
occurs during proxy solicitations -- when shareholders solicit proxies
in opposition to a company proposal or for a vote on a proposal they
favor. The second occurs in connection with a tender offer where
persons seek to acquire the company's securities from existing
shareholders. In both cases, the company may choose to either give the
list to the person who requested it or mail the shareholder's
soliciting or tender offer materials to other shareholders at the
requesting shareholder's expense.
State laws or a company's charter and by-laws may provide for access
to shareholder lists in additional circumstances. To find out how you
can obtain more information about a company from the state in which it
was incorporated and does business, you can visit the website of the
National Association of Secretaries of State.
For more information on the SEC rules that govern when shareholders
can request a shareholder list, please read Rule 14d-5 (proxies) and
Rule 14a-7 (tender offers) of the Securities Exchange Act of 1934.
You can verify for yourself at
http://sec.broaddaylight.com/sec/dml_fetch.pl?CompanyID=680&ContentID=120&FaqID=111&word=%0D%0A%20list%20of%20a%20company's%20shareholders?%0D%0A%0D%0A&faq_template=http://sec.broaddaylight.com/sec/searchfaq.shtm&topic=16&back_refr=http://sec.broaddaylight.com/sec/&topicname=Companies
So I do not think you can find a list of shareholders publicly
available.
However if you are in one of the two situation explained before you
can ask the company for such a list.
Let me know if you want to reformulate the question or if you need
additional information
silviares
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Clarification of Question by
scratchy-ga
on
27 Oct 2002 21:54 PST
I did read all of this information and tried to get the list myself
before I asked the question. The problem is that I was not a
shareholder of Anchor Gaming or IGT, ever.
But the following from your post (and as I read from the SEC website)
states:
"The second occurs in connection with a tender offer where
persons seek to acquire the company's securities from existing
shareholders. In both cases, the company may choose to either give the
list to the person who requested it or mail the shareholder's
soliciting or tender offer materials to other shareholders at the
requesting shareholder's expense."
IGT did make a tender offer for Anchor in late Dec 2001. Now, to me
the wording is a little ambiguous and I'm not clear as to whether I
need to be a shareholder of IGT or Anchor Gaming in order to solicit
this information or if, because there was a tender offer made for
Anchor Gaming by IGT that anyone can request a list of the
shareholders. It does appear that they are saying I would have to be
an IGT shareholder or Anchor Gaming shareholder to get this
information. But to me, it is not totally care. But this is beyond
the point as they (the SEC) go on to say:
"State laws or a company's charter and by-laws may provide for access
to shareholder lists in additional circumstances. To find out how you
can obtain more information about a company from the state in which it
was incorporated and does business, you can visit the website of the
National Association of Secretaries of State."
Ok, in "additional circumstances". Ofcousre this is ambiguous and
will be up to the state where the company is doing business to decide
the "special circumstances". Anchor Gaming was (and may still be) a
Nevada Corp. I tried to find this information myself and kept getting
lost in the websites. This is why I asked the question.
Now, the special circumstances in my case are a suspicion of
insider trading. I do not know if this would qualify as "special
circumstances" or not. I do not have any tangible proof as of yet.
This is the reason why I would like to obtain a list of shareholders
in Anchor Gaming for the year of 2001.
I may just go ahead and file a complaint with the SEC and see
what happens. My initial feeling about this was that without some
proof they would not waste their time. That is why I am trying to
obtain a list of Anchor Gaming shareholders for the year of 2001.
Also, I may be completely wrong in my suspicion ergo, a list would
help put my mind at ease.
From what I am hearing, I guess it is impossible for me to obtain
a list of shareholders in a company unless I am a shareholder of that
said company. This is what the SEC seems to imply until they talk
about tender offers. And as I said they go on to say that the states
where said corporation is doing business may provide a list of
shareholders under "special circumstances".
If this is truly the case, where shareholders in a company are
not made public, then it is a wonder that insider trading ever gets
prosicuted unless other shareholders turn in other shareholders. How
on earth can someone obtain this information?
Obviously this information was obtained against Martha Stewart.
Would this be becasue other shareholders requested a list and turned
her in? Or because a broker turned her in? Without proof she was a
shareholder how could anyone prosicute her? I guess in this case it
is so high profile and falls under "special circumstances" that the
list would be provided without any problems.
It makes no sense to me that if a company is publically traded
that shareholder information would be able to remain confidential.
But if this is the case then I guess I have to live with it. It seems
it would be prudent for lists of shareholders in a certain company to
be publically available as this would even further discourage insider
trading.
I don't know what else to say or how else to clarify my question.
Again, IGT bought out Anchor Gaming in Dec 2001. I suspect some
insider trading and would like to obtain a list of Anchor Gaming
shareholders for the year of 2001 (not just majority shareholders, but
ALL shareholders). I have no deffinitive proof except hearsay,
conjecture, and circumstantial evidence. If it is not at all possible
then I guess there is nothing I can do.
I guess I was just hoping that someway, somehow, this would be
possible. Indeed, this is how it seemed when I read the SEC website.
That states "may" provide this information under "special
circumstances".
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Request for Question Clarification by
silviares-ga
on
29 Oct 2002 16:57 PST
Hello scratchy-ga
thank you for your clarification. I went ahead and did some more
research for you. I haven't found much but I will post here what I
have found. I know that this is probably not the right place but let
me know if you prefer me to put my finding in comment and I will do
that in the future.
I contacted the Department of State for the State of Nevada,
specifically the Security Division and they said:
"If such information is available it would be through the Corporations
Division.
Call the Secretary of State's main office ((775) 684-5708) and ask for
the Corporations Division."
So I did that and they don't have the information either. They said
that the company has that information and that you should seek legal
assistance to obtain the information.
I also contacted the Public Investor Arbitration Bar Association
www.piaba.org.
I asked them how to find the shareholder's list for a Nevada
incorporated company and they suggested to go to their website
www.piaba.org and contact one of their attorneys for a consultation.
Here is their reply:
"
The best thing we can do from this office is to provide you with a
list of Securities/Commodities Attorneys who might know where to
obtain a list or actually have a list. "
Then I contacted the North America Securities Administrators
Association and posed the same question to them. Here is their answer:
"
I'm not sure if a corporation is required to divulge its shareholders
outside of a proxy fight. It would probably be governed by the law of
the jurisdiction in which the company is incorporated. A list of all
state securities administrators can be accessed on our home page,
http://www.nasaa.org , by clicking on "Find Regulator" in the
left-hand column.
Mark J. Davis, Associate General Counsel
NASAA, (202) 737-0900"
I also contacted the National Association of Securities Dealers
http://www.nasd.com/ and the American Association of Individual
Investors http://www.aaii.com but none of them provided me with
significant information.
So it seems to me that we will not be able to find such a list
publicly available anywhere. Maybe it's worth contacting one of the
attorney or the Nevada state regulator and try to find out more.
Another way could be contacting the company and find out from them
directly.
Well ... these are my findings, disappointing to say the least, I am
sorry that I don't have an answer for you.
Let me know which way (if any) you want me to research next
silviares
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Clarification of Question by
scratchy-ga
on
30 Oct 2002 21:21 PST
Hello Silviares-ga
You have gotten a lot further than I have. I don't know what else to
say or how else to direct you at this point. My coleague and I are
continuing to gather evidence. We have made some headway and may go
to a privae investigator soon. We still are not sure of the
situation. Until we are sure, we do not want to start incruing legal
fees. If we decide to proceed with legal action I think the
information you prodided in your last post will be sufficient to get
us started. Unfortunately, we were hoping the list would provide the
impetus for us to pursue legal action. However, our own
investigations have turned up a few interesting leads which may help
us feel more confident about our case. Thanks for the digging around.
I kept getting lost in the websites. I guess that's it then!
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