Shareholder Letter to Vulcan International Corp (VULC) Board of Directors

We posted yesterday about the latest word - that Vulcan is supposedly making a liquidating distribution to shareholders next month, although possibly in a very clumsy way. One shareholder sent us the letter that he sent to Vulcan's board expressing dissatisfaction with the move:
Daniel F. Raider
818 Laurelwood Drive
San Mateo, California 94403

November 13, 2020

Board of Directors, Vulcan International Corporation (“Vulcan”)

By Fax to (513) 241-8199

Lady and Gentlemen:

Thank you for the belated but welcome news, conveyed to me yesterday by Tom Gettler, that Vulcan expects to make a substantial liquidating distribution next month.

I was sorry to learn from Mr. Gettler that Vulcan has experienced difficulty with its transfer agent, Computershare, and therefore does not plan to use Computershare in connection with Vulcan’s liquidating distributions. As described by Mr. Gettler, the expected method of distribution would be direct distributions by check to both individual registered shareholders and individual street name shareholders.

The latter group is diverse. It includes both NOBO’s and OBO’s, some of whom hold shares in currently taxable form and some of whom hold shares in tax-deferred or tax-exempt accounts. I tried to convey to Mr. Gettler my concern that direct distributions to these shareholders will create massive problems. These problems include the following:
  • An inability to identify OBO’s and make distributions;
  • Lack of TIN’s, incorrect TIN’s, and/or W-9 problems for NOBO’s;
  • Difficulty and potential errors by NOBO’s and/or their custodians in directing payments to the correct brokerage accounts without creating tax problems;
  • Tax compliance difficulties and expense for street name shareholders with respect to Vulcan shares held in Traditional IRA accounts and Roth IRA accounts; and
  • Errors and inconsistencies in payments because of trades in Vulcan stock which post-date any records Vulcan maintains concerning stock ownership.
Before adopting this radical (and, in my experience, unprecedented) method of distribution, I urge you to consult with individuals, e.g., representatives of transfer agents and/or broker/dealers, who are knowledgeable about back office operations.
Vulcan may wish to retain AmStock, Continental, or some other transfer agent. If Vulcan decides to manage the distribution process by itself, I strongly suggest making direct payments by check to most registered shareholders, and making payments by wire to Cede and any other nominee holders. The nominee holders far are better able to make problem-free distributions to beneficial owners than is Vulcan.

See the CoBF thread on VULC for more conversation about this. Also, Vulcan's 2018 annual meeting results announcement shows who the board of directors were as of that time. An old Section 13D filing from when Vulcan was public sheds light on the family/insider ownership:

The name of the person filing this statement is the Gettler Family Special 1997 Trust. The Trust was formed on December 17, 1997 in Hamilton County, Ohio. Its address is: 9200 Old Indian Hill Rd., Cincinnati, OH 45243-3438. The Trustee is Deliaan Gettler at the same address. It is a Trust set up by Benjamin Gettler, the husband of Deliaan Gettler for the benefit of members of the Gettler family.
Check out Deliaan Gettler's political campaign contribution history. Let us know in the comments if you have thoughts about the Vulcan liquidation.

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