Corporate
Research Using the SEC
Go to: http://www.sec.gov.
Under heading "Filings & Forms (EDGAR)"
select "Search for Company Filings" Select "Historical
EDGAR Archives" Enter name of corporation in EDGAR
Search box. Note instructions and options to narrow
search to specific years.
What
can you learn from forms filed with the SEC?
Who
owns and controls the company:
Forms
13D and 13G are ownership reports–who owns
and controls the corporation. Often these are
filed only once, rather than annually, unless
the number of shares significantly increases or
decreases. Therefore, these forms should be studied
over a period of time.
Forms
3 and 4 are Officer/Director reports disclosing
securities owned, options, and purchase/sell activity.
Forms
DEF14A are Proxies filed each year prior to the
annual meeting of shareholders. These forms report
ownership of the company at the corporation's
year end (by name, by percentage of shares owned)
but not with detail of origin and principals of
the stockholder. The DEF14A provides biographies
of Directors, which in turn provide insight into
each Director's other public corporation governance
role and a brief history.
Forms
10-K are annual reports of the corporation that
detail the nature and type of business, acquisitions
and divestitures, and the company's financial
performance for one year of operations. Don't
miss the footnotes, and Exhibits 21 and 22, lists
of subsidiaries.
Forms
8-K announce material events, such as acquisitions,
divestitures, changes in the Board of Directors
or key executive officers, interim financial performance,
changes in accountants, bankruptcy filings and
anything deemed material to the company's operations.
State Records: Corporate Filings
by Private and Public Corporations
Go
to: http://www.searchsystems.net
Scroll and select "Public records directory"
Scroll to "United States by State" list of 50
states and select state of interest (note some
information is available from Canada). An alphabetical
list of agencies and departments will be generated.
Note at the top of the list options to search
County or City information online also. From the
state alphabetical index, select corporations–some
states have several options where you can search
by corporate name, officer/director name, agent
name, fictitious business name, or document number.
There are about two dozens states that provide
information by individual name (officer/director)
- including Florida and Nevada. However, the populous
states of CA, NY, NJ, and TX do not, nor does
DE. It is surprising, however, how private corporation
do business in many states so that you can find
officer/director information often filed in Nevada
or Florida.
Generally,
each state will provide information on when the
corporation filed to do business in the state,
which state has jurisdiction (i.e. where the corporation
is headquartered or originally filed), the company's
business address, the status of the corporation
(notice that many "Inc" have been abandoned–appear
as inactive --but have re-filed as LLCs where
they don't have to disclose officers/directors),
and officers/directors.
There
are other interesting sites on the alpha index
for each state where you can obtain information
on licensing–or creditors, by selecting Uniform
Commercial Code options.
It
is important to note the Status of a corporation.
In some cases you will find the corporation is
"inactive," "discontinued," "dissolved," "merged
out," in "bad" standing (Alaska and Kentucky don't
mince words), "surrendered," or "forfeited." The
last three designations are of course automatic
red flags. While "forfeited" sounds serious, as
though the government seized assets, it is
often associated with the filing of bankruptcy
when a trustee has been appointed and
the corporation is liquidated. Specific questions
about the meaning of "Status" for various states
can be directed to the Secretary of State listed.
Corporate
Class Action Lawsuits
Class
Action (Public Corporations)
Wonder
what happened to that high-flying tech stock,
the dot.com wonder, or even some of the bad boys
of Wall Street?
Stanford
University Law School began tracking class
action lawsuits in 1996, and has developed an
extensive database. The site is particularly helpful
because a researcher can view the complaint and
often other documents filed in the case, or jump
off to a law firm that represents damaged parties
for further information. There are many cases
where significant fraud is charged.
To
access the database:
http://securities.stanford.edu
Take
some time to read the opening screen, which summarizes
database activities. Then, on the left, select
"Index of Filings." The next screen contains letters
of the alphabet. "A" lists all corporations beginning
with "A", in alphabetic sequence.
Note
this index provides the following information:
- Exchange that trades the stock (NYSE/AMEX/NASD/OTC)
while for some there is no exchange (such as brokerage
firms that may be private) - The Ticker Symbol
for the stock used for tracking share prices.
- The date class action litigation was filed.
- The district within a state in which the action
was filed - The state where the action was filed.
Note
that most actions filed involve securities issued
by the more free-wheeling NASD which does not
maintain a trading floor, originates in Chicago,
and oversees both OTC and NASD where most young
companies begin their public careers.
Now
click on the name Amazon.com, Inc. Here you will
find a summary of the complaint. However, select
"Search Case Court Filings" and then the number
1 for the first filing which is generally the
complaint. A read through the entire complaint
and any amended complaint provides more specific
details about principals involved and the depth
and scope of charges.
Corporations by Subject
or Terms of Interest
Often
we catch something quickly, or only hear part
of the name of a company. For a public company,
here's is how you can find a list of all public
companies that that contain terms of interest:
http://www.freeedgar.com
In the input box, type in the portion of
the name you heard, such as "Four Seasons." In
the next box, change the option from Ticker Symbol
to Company Name. Keep the third option set where
it is, "Free EDGAR" and then select "Search."
A list of all public entities registered with
the SEC that contain the terms Four Seasons will
be generated, listing the Ticker Symbol for each.
Perhaps from the list you can find the right company,
or you can determine if it is the right company
by reading the company's 10-K (Annual Report)
which will provide a description of where the
business is located and what it does in its first
pages. In order to access "filings" you cannot
use Freeedgar unless you are a subscriber. But
go to the instructions for the Securities &
Exchange Commission website to access the EDGAR
database, or try entering the name at http://www.hoovers.com
noted below.
Note
that if you have been given a Ticker Symbol, you
can enter that at Freeedgar.com in the first box,
press Search and up comes the company name.
http://www.hoovers.com
This is a subscription site, but it is helpful
in locating a complete name. Here you can type
in Four Seasons and again a list will be generated.
If you locate the Ticker Symbol you have an option
to input with the Ticker Symbol. Here you can
get a quick feel for where the company is located,
its line of business, key people and markets,
but in-depth information is only available to
subscribers.
http://www.bigcharts.com
This is another free site where you can enter
a term from a company name and a list of companies
will be generated. From the list you might be
able to identify the full name of the corporation.
Enter the partial name in the input box, and then
press the blue button "Quick Chart." If you think
you have found the company you want, there is
a column that provides the Ticker Symbol. Scroll
the screen to the top, then input the Ticker Symbol
in the box, select "Quick Chart" again, give the
computer a minute to create a chart, then note
the information available:
At
the top of the chart is in small blue letters
is "sec" and selecting this option takes you to
the SEC's EDGAR database as derived by CBS Marketwatch.
A word of caution: Their database is incomplete,
so it is always best to use the Securities &
Exchange Commission website.
Notice
you have before you a chart of the stock price
for the past 12 months, and a chart of the volume
(shares traded). You can see data from a shorter
period of time, or "all data" since the time the
company went public by going to the top again,
and in changing the pull down menu to the left
of the "Quick Chart" button from 1 year to the
desired timeframe.
Scroll
below the charts and you will find references
to news stories that are both "paid" services
and free. Here you can read the latest news, and
through right arrow buttons you can go back in
time to earlier articles.
There
are other sites that provide similar and enhanced
information on areas such as insider trading.
Yahoo Finance is the most popular of these sites:
http://www.yahoo.com
and select "finance" then work through the screens
and options provided.
http://www.edgaronline.com,
a subscription service, helpful because you can
do a "people search." This means you can run through
an individual's name and find out all relationships
to public corporations where the individual appears
as an officer/director/controlling shareholder.
More Information on Corporations
and Individuals
Business
Journal operates nationally in most cities
and regions. These reporters do in-depth articles
substantially on non-public firms. With many private
companies, other than through their own websites,
this is often the only area you can find information
on a company.
http://www.bizjournals.com
... when the screen is up, notice "archives" in
black letters, and select it. In the box, enter
your key word or name; leave the field open to
"all markets" as it appears and on the right side
change "past 30 days" to "all issues" in the pull-down
menu. You might also want to change the next pull-down
menu from "20 results" to another number up to
200 results.
http://www.findarticles.com
is another database where you might be able to
locate information on a small public or a private
corporation.
http://www.google.com Google, of course, is
one of the best sites to see what a company says
about itself as many maintain websites.
When an index is generated, notice that if you
have a particular area of interest regarding the
company, such as information about directors,
you can scroll to the bottom of the page and type
in "directors" and to the right select the "search
within results" feature. With google you can keep
going inside search results with yet more terms
to refine the search. But it always pays to try
to locate a company's own website to see what
they say about themselves (which of course is
what is represented as well in filings with the
Securities & Exchange Commission–these
are completed by the corporations themselves).
http://www.nexis.com
Lexis/Nexis
is a subscription site, but it is invaluable for
historic articles from newspapers and magazines
in English around the world. Some data goes back
to the 1970s. There are phone numbers on the opening
page to call to inquire about rates. The amounts
charged to researchers for full access vary and
are adjusted based on the volume and amount of
time the site is in use. You can expect a quote
like $200/month if you think you will use the
service a few hours each day, and this is for
access to newspapers and magazines only–not
to the legal databases.
Library Sources
The
best guide to corporations, public, private, international,
available at public libraries is The Directory
of Corporate Affiliations." This is a multi-volume
collection. There is a geographic lookup that
is quite comprehensive, in that subsidiaries of
corporations operating in a given city in a given
state are shown, with a cross-reference to the
name of the parent corporation. These books are
housed in the business reference section of public
libraries, usually shelved near the Standard
& Poors directories.
Standard & Poors produces a volume
with Directors' Names which offers a short bio
and other affiliations of the director. Also be
sure to check individual names in "Who's Who"
in America if you are seeking more information
on a notable in business, government, or academia.
The Convergence of Puppet Masters
and Manipulators:
A Sample of How These Research
Tools Can Be Used
There
is a pattern.
Some
venture capital firms that nurtured start-up companies
they then took public find more than 50% of all
of their startups charged with fraud (anything
from missing money to unreported illegal insider
trading to fraud in acquisitions).
The
United States Senate , through everyone from the
Government Affairs to the Banking committee ,
is identifying and rooting out problems in our
capital markets. According to Senator Carl Levin
in February 2002, "We know who rigged the market,
how they did, why they did it and in a few years
so too will the American public."
The
Senate has been systematically working its way
through hypsters, analysts, brokers, funds, and
continues its march also against banks, investment
banks, and venture capital firms.
Experience
shows that our largest banks, controlled for the
most part by Saudis, shows the same patterns:
Excessive
correspondent accounts. No bank involved in international
lending or deposit activity needs more than one
bank in any country for currency translation (foreign
exchange). Therefore, to find any bank with more
than 150 accounts is a red flag. It means that
other activities are being hidden within correspondent
accounts. The Saudi- and Rockefeller-controlled
banks show astounding numbers of correspondent
accounts–2,500 - 3,500. The significance
of this is found in a Senate Minority report presented
in February 2001. It can be located online here
>>
i.e.
http://www.senate.gov/~gov_affairs/020501_psi_minority_report.htm
The
same banks identified above served as co-lead
banks for the failed and crumbling major corporations–from
Enron, Global Crossing, Tyco, WorldCom, Qwest,
ImClone, down the line.
Enron
is being used as a "Case Study" and step by step
it reveals common players among investment banks,
U.S. banks, outside financial advisors, CPA audit
firms, and lead outside law firms. In short, the
most common names among these are:
U.S.
Banks - J.P. Morgan Chase Manhattan and
Citigroup (Bank of America also had a few
rogues).
Investment
Banks - Alex. Brown, merged into Deutsche
Bank Securities in 1999 via Rockefeller
related Bankers Trust. This is the Ben Griswold
- Buzzy Krongard, and "suspicious puts" Mayo
Shattuck operation that operated from 1997
- 1999 under Steve Rockefeller-related Bankers
Trust. According to a complaint filed in Minnesota
District Court charging RICO, Alex. Brown
was also operating an illegal share lending
program that enriched many, including Saudi
arms dealer Adnan Khashoggi and his Egyptian
side-kick Ramy El-Batrawi, while crashing
small brokerage firms and a securities clearing
house. Khashoggi's GenesisIntermedia (GENI)
was but one company of many engaging in this
scheme that enriched controlling stockholders.
Alex. Brown was a player in formation of offshore
SPE's (Special Purpose Entities) they offshored
from Enron's balance sheet (as did J.P. Morgan
Chase Manhattan and Citigroup).
Outside
Financial Advisor: The Blackstone Group,
co-founded by Peter G. Peterson, a former
chairman of Continental Illinois Bank in the
1970s, a bank controlled by Prince Khaled
bin Abdullah (brother-in-law to King Fahd)
and Michele Sindona. Peterson was appointed
Secretary of Commerce by Nixon, and in one
short year he accomplished his goal: Creation
of the Chicago Board Options Exchange, without
which we could not have had the significant
financial collapses world-wide in derivatives
that has crashed regional economies from Russia
through Asia, Europe and the U.S., together
with weakening numerous banks that led to
rampant mergers. In other words, Pete pushed
for and got the "bubble machine."
Peter
G. Peterson was celebrated with the
highest honor of the House of Orange (bestowed
by Prince Bernhardt of The Netherlands),
and was recommended to chair the Council
on Foreign Relations and the New York
Federal Reserve Board by David Rockefeller.
He was served with notice by the Government
Accounting Office not to destroy records
related to all of Enron's wire transfers,
since Enron was a big player in international
money movement.
Outside
Audit Firm: Arthur Andersen. When Enron
toppled, Arthur Andersen was already bound
by a consent decree to cease sham audits.
The consequences of violating that decree
was loss of charter to operate. Therefore,
when the Senate was able to establish liability
on the part of Arthur Andersen and criminal
conduct in the Enron case, its charter was
popped and it was put out of business.
Outside
Legal Advisor: Sullivan & Cromwell. This
is the Dulles and "Trading with the Enemies"
firm that has serviced the biggest of Reich-like
and clandestine operative corporations since
the 1920s. In the Enron case we heard Senate
testimony from Vinson & Elkins, giving
the impression this law firm was top dog outside
counsel. However, entering search terms we
find significant legal bills due Sullivan
& Cromwell as a creditor of Enron, and
a run-through of searches within results shows
the long-standing relationship of this firm
to Enron.