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The Truth is Out There.

 

 

 

 

 

 

 

 

 

 


The Researcher Toolbox

 



TABLE OF CONTENTS

How to Use:

  • Corporate Research Using the SEC >>
  • State Records:
    Corporate Filings by Private and Public Corporations >>
  • Corporate Class Action Lawsuits >>
  • Corporations by Subject or Terms of Interest >>
  • More Information on Corporations and Individuals >>
  • Library Sources >>
  • PLUS "The Convergence of Puppet Masters and Manipulators":
    A Sample of How These Research Tools Can Be Used >> 

 

 

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.

 

 

 

 

 

 

 

 

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