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The Issue of
Northern Songs Ltd:
•The Beatles' attempt to buy Northern Songs started
with the involvement of Allen Klein. Dick James owned the largest
share of Northern Songs at the time. Now, months earlier Sir Lew
Grade contacted Dick James about acquiring Northern Songs so there
was an established connection between Dick James (Northern Songs)
and Sir Lew Grade (ATV) before the Beatles attempted to buy Northern
Songs. So in March '69 Dick James, worried that Northern Songs might
possibly become a Beatles-controlled company or that the Beatles
might bring litigation against Northern Songs, started negotiations
with ATV (Sir Lew Grade's company) for a possible sale. Jack Gill,
ATV Financial Director, said the deal to buy Northern Songs "took
five minutes".
•The Beatles attempt to block this sale started with them
contacting London merchant bankers Henry Ansbacher and Company.
A Mr. Ormrod, who worked for the company, worked at arranging a
settlement by finding a group of London institutions who would act
as partners with the Beatles. It was around this time that John
Lennon stated: I'm not going to be f***ed around by men in suits
sitting on their fat a**es in the City". This statement discouraged
this group of London institutions from negotiating with the Beatles,
although it was not probably the only reason.
•The Beatles and ATV at this time were fairly close in their
ability to acquire the whole of Northern Songs. One problem for
the Beatles was that they did not have enough cash to make a counter
bid against ATV's proposal to buy Northern Songs. The Beatles did
own 29.7% plus 0.6% in Beatles company holdings. ATV owned 35% after
buying over 1.5 million shares from James and Silver. Plus ATV had
already owned 137,000 shares that they had purchased from the market.
By the way, Paul McCartney owned 751,000 shares at this time, John
Lennon 604,750, and Ringo 40,000. George had sold his shares in
'68 when his contract with Northern Songs expired, but Patti Boyd
held 1,000. Triumph Investment held 237,000 (4.7%) by purchasing
NEMS (Brian Epstein's company). And finally three London brokerage
firms bought up 5% of Northern Songs during February and March.
Many of these shares that the three brokerage firms bought most
likely came from Clive Epstein's holdings.
•Now, ATV and the Beatles would both make announcements
that they would offer shareholders a deal for the Northern Songs
shares. One member representing the Consortium (the three London
brokerage firms that bought the 5% shares mentioned in the paragraph
above), Ralph Fields, persuaded the other members of this Consortium
to hold out for a better deal from ATV for their shares or to arrange
a deal with the Beatles. And in a further change of strategy: On
April 18 the Beatles announced that they would bid for a majority
control only of Northern Songs and not a complete buyout of the
company.
•With talks, strategies and negotiations continuing, ATV
considered selling to the Beatles if they, ATV, did not obtain control
of Northern Songs. ATV also warned shareholders that if this happened
then the shareholders would then be holding shares of a Beatle-controlled
company. The negotiations, planning, and strategies continued until
the Consortium decided to work with the Beatles to overpower ATV's
bid for the remaining shares of Northern Songs. Negotiations for
this broke down when, according to Ian Gordon (a representative
for the Consortium), Lennon's negotiations caused it to break down.
The Consortium then decided to go with ATV and, despite further
uncertainties, the deal was completed and ATV had control of Northern
Songs (Compiled as a synopsis from sections of Apple To The Core
by Peter McCabe and Robert Schonfield).
The Issue of the Control of NEMS:
•While the Beatles were busy with Apple Corps, Clive Epstein
was ready to sell NEMS. It was looked at for purchase by only a
London merchant banker and a British film company. NEMS was a rather
complicated matrix of companies, in fact, Brian's other financial
affairs were equally involved. Brian had been offered $20 million
in '66, but the company was no longer worth that amount of money
without Brian to manage it. After Brian's death Nemperor Holdings
was formed to become the parent company to NEMS. There was a question
as to how much NEMS was worth. The answer depended on what EMI's
royalty rate and payment to NEMS was going to be. NEMS was a cash
company with a large tax liability and death taxes were going to
cost NEMS even more.
•Triumph and the Beatles both wanted to buy NEMS and Sir
Joseph Lockwood of EMI even considered a loan to the Beatles to
help them buy NEMS, but Triumph prevailed after the Beatles' attempts
through Allen Klein and Eastman failed.
•At this time EMI was due to pay the Beatles their royalties.
The payments, as in the past, would go to NEMS first where 25% would
be deducted as payment to NEMS. The Beatles at this time preferred
the payment to go to Apple Corps, their own company, instead of
going to NEMS. This matter went to court and it was decided that
the payments would go to the nearest branch of Lloyd's Bank until
the matter could be settled.
•Leonard Richenberg, representing Triumph, met with the
Beatles and Allen Klein and arranged a deal: Triumph (who now owned
NEMS) would not take 25% of the royalties that NEMS would normally
receive for the next nine years, Triumph would get 750,000 pounds
and 25% of the royalties that would be coming in after the court
order was received concerning the EMI royalty payment to the Beatles
for '69. Triumph also would get 50,000 pounds for NEMS, 23% of the
Beatles film company Subafilms, and 5% of the Beatles record royalties
from 72-76.
•NEMS, in turn, would surrender all contractual rights concerning
the Beatles. They would receive an option on shares of the 4.5%
NEMS owned of Northern Songs (value = pounds 355,000). The option
was for a year and the price would be 30s a share. Plus, Triumph
bought the Beatles 10% share of NEMS by giving the Beatles 266,000
shares of its own stock valued at pounds 420,000.
Other Statements:
•The Beatles wanted nothing to do with Northern Songs and
they converted their shares into ATV stock, which ATV was legally
compelled to purchase at the premium price that they had offered
in their takeover bid. From a short-term financial perspective,
The Beatles had profited from ATV's takeover of Northern Songs,
but they also lost any chance of ever getting ownership of their
songs. (Granados, S. Those Were the Days. p. 92).
•If there was a bright side to the Northern Songs debacle,
it was that both George Harrison and Ringo Starr had not renewed
their songwriting contracts with Northern Songs when their original
contracts had expired in March 1968. Instead, they both had signed
to Apple Publishing, which meant that The Beatles at least owned
the songs that Harrison and Starr would write after 1968 (Granados,
S. Those Were the Days. p. 93).
•ATV was an entertainment conglomerate that in 1969 had
purchased Northern Songs, a publishing company established by the
Beatles. The catalog was huge — it included 4,000 songs —
but the more than 200 Beatles songs were the most valuable in the
bunch, worth an estimated two-thirds of the catalog's value (Los
Angeles Times).
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