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).