The Beatles and ATV fight for the control of Northern Songs

U. K. TV Firm Bids For Beatle Song Co.

LONDON — Associated TeleVision, parent company of Pye Records and Britain’s midland commercial television franchise holder, is making a $22.3 million bid for the stock of Northern Songs, which publishes John Lennon and Paul McCartney’s compositions.

Northern chairman Emmanuel Silver and managing director Dick James have agreed to sell their 32 per cent holding to ATV and are recommending other stockholders to accept the bid. ATV has also bought 3 per cent of the shares on the open market.

But the two song writing Beatles are expected to become minority stockholders in the company and refuse to sell their shares estimated at around 26 per cent of the total. John Lennon has said he will not sell and that he expects Paul McCartney to take the same attitude.

In view of ATV’s committed holding of at least 35 per cent together with the two Beatles’ 26 per cent it is considered unlikely that a rival bidder for Northern will come forward.

The company has 160 Lennon-McCartney songs which it owns for the duration of the copyright. The two are under contract to write at least six new songs a year for Northern until 1973.

After that date it is thought that the two will switch their publishing outlet to their own Apple Music. George Harrison switched from Northern to Apple last year.

Northern also owns Lawrence Wright Music which it acquired by making the highest tender bid last year, when the company came up for sale after the death of its founder.

In the year to March 31, 1969, Northern is expected to announce profits of $2.4 million.

Questioned about Lennon and McCartney’s stake in Northern and the likelihood of their eventually switching to Apple Music, ATV financial director Jack Gill told Billboard, “If they have an interest in the company this is a stimulus for them. If we have to have minority shareholders we could not have better ones than the Beatles.”

He added, “If they still retain their shares maybe they will consider renewing after 1973. But we have obviously faced up to the fact that they may not wish to continue, and by then we intend to develop a considerable music publishing business. This is just the basis for a marvelous start with songs like “Michelle” and “Yesterday” which have already become standards.”

Under the deal Dick James will head all ATV’s publishing activities. Pye recently launched his label DIM here, which is run by Bell in America. Pye manufactures and distributes the label, which is run independently by James’ son, Stephen James (22).

Meanwhil, Pye’s own music publishing company, Welbeck, is splitting from MCA’s Leeds Music, May 1. Leeds has previously administered Welbeck for Pye. Les Cocks, previously Pye’s general manager, has been named to head Welbeck, which will also spin off its own label later this year.

From Billboard magazine – April 12, 1969

ATV In Takeover Bid For Northern Songs; E.C. Silver, Dick James Exchange Shares

LONDON – Northern Songs, publishers of the bonanza Beatle ballads, is the target of a takeover bid by the Associated TeleVision Corporation.

ATV is making overtures from the strong bargaining position of already owning almost a third of Northern Songs equity. This results from Northern chairrnan E C. Silver and managing director Dick James accepting an exchange of their 1,604,750 Ordinary shares for a package of ATV Ordinary shares, unsecured loan stock and cash. The same offer is being extended to other Northern shareholders.

At one stage, it looked as though Northern would become the focal point of a takeover tussle between ATV and EMI, which has The Beatles under exclusive recording contract until well into 1970s. But EMI managing director John Read has discounted this.

“I’m not sure we would want to step up our investment”, he said. “We want a carefully balanced investment policy, and we already have a significant interest in The Beatles”.

Northern’s main assets, Beatle songwriters John Lennon and Paul McCartney, are believed to control about 25% of Northern’s equity. It is thought unlikely that they will sell, and reports indicate that they are unenthusiastic about the big business maneuvers centered on Northern, especially the esoteric Lennon.

Other assets or Northern Songs include the recently acquired Lawrence Wright Music catalog, for which ATV bid unsuccessfully.

From CashBox Magazine – April 12, 1969

NORTHERN SONGS LIMITED

“We, Henry Ansbacher & Co. Limited, have been asked to make the following statement On behalf of The Beatles:

“We, The Beatles, would like to draw the attention of Northern Songs’ shareholders to the following reasons why the A.T.V. offer should be rejected and our offer accepted.

1. If our offer succeeds, the Board of Northern Songs will be reorganised. Mr. David Platz, an experienced music publisher, will be appointed to the Board and in addition invitations to become Directors will be issued to one of the Directors of our Merchant Bankers, Henry Ansbacher and Co. Limited, to an experienced Solicitor and to a Chartered Accountant with experience of the entertainment industry.

As A.T.V. is likely to be the largest shareholder other than ourselves, it would also be invited to appoint a representative to the Board.

None of us intends to join the Board, nor would we interfere with the management of the Company. We recognise that our talents lie chiefly in composing and entertaining, rather than in financial management. Mr. Allen Klein, who is working with us on other projects, would not become a Director of Northern Songs.

2. We have already undertaken, if but only if our offer succeeds, to enter into new contracts as composers with Northern Songs each for an additional period of two years on competitive commercial terms. We are also willing, subject to the provisions of the 1969 Finance Bill, to offer other of our entertainment interests to Northern Songs at an independent valuation. Any such interests offered would be proven high revenue earners and would not include any ventures which have proved unprofitable under our own personal management.

3. The position of minority shareholders in Northern Songs would be no different from that of minority shareholders in numerous other quoted companies in which members of the Boards and their families possess control.

4. Having made its offer without consulting us, the owners of some 30 per cent of the issued capital and the principal revenue earners of Northern Songs, A.T.V. originally stated that it intended to keep any shares which it acquired but has since suggested that it might be a “weak holder” of those shares. A.T.V. has apparently questioned the value of Northern Songs shares following a successful bid by us, despite having been willing to make an offer – originally valued at some 39s. 3d. but now worth only some 37s. per share – for control. In fact, were we working happily and independently, A.T.V. would be in a stronger position as a minority shareholder with a representative on the Board than it would be as a controlling shareholder with us unhappily serving out our existing contracts.

5. By accepting our offer, Northern Songs shareholders would obtain a substantially higher price for part or all of their holdings (dependent upon the degree of acceptance by other shareholders) than they could be accepting the A.T.V. offer. It must be emphasised that A.T.V. is offering only 4s. per share in cash plus 17s. in a non-convertible loan stock and half a non-voting share in A.T.V. the value of this package cannot be assessed with complete accuracy and, in any event, Northern Songs shareholders would be surrendering voting Ordinary shares in exchange for only a relatively small proportion of equity shares with no voting rights.”

Having profited by having a stake in The Beatles’ past compositions, if you want to ensure that they happily continue to earn further profits for Northern Songs, you should reject the A.T.V. offer and accept The Beatles’ Offer in respect of your entire shareholdings.

From They May Be Parted on Twitter: “@mccartneyproj That particular ad ran on page 4 of the April 30 Guardian” / Twitter

Beatles bid for control of Northern Songs

The Beatles are to go ahead with their attempts to get control of Northern Songs by bidding for 20 per cent of the equity at 42s 6d per share in cash. The offer made by Henry Ansbacher, on behalf of the Beatles and three private companies under the Beatles’ control, is expected to be posted to shareholders today.

The offer will be for not less than 983,501 shares (which is the absolute minimum the Beatles need to gain control) and not more than 1 million shares. If Beatles get 1 million shares they will be involved in a cash outlay of £2,125,000. Of this amount, Ansbachers are lending the Beatles £1.75 million. The rest will be found by the Beatles individually and the three companies involved, Apple Corps, Maclen (Music) and Subafilms.

A partial bid of this nature requires the prior approval of the Takeover Panel. Mr Ormrod, the director of Ansbacher, who is handling the bid, said yesterday that he had submitted a proof copy of the formal offer to the panel and that the Panel had approved it.

If the bid is successful John Lennon and Paul McCartney have guaranteed to extend their songwriting contracts with Northern Songs “on competitive commercial terms” for a further two years. The existing contracts expire in February 1973. Although guaranteeing only six compositions a year, Lennon and McCartney have actually produced more than a hundred in the past four years.

George Harrison and Ringo Starr have agreed to offer their composing services for two years on the same basis as their fellow Beatles. In their case, the contracts would take effect from the date of the offer going unconditional.

Mr Ormrod commented yesterday that the Beatles’ counterbid to ATV’s offer was not made purely on emotional grounds but on financial grounds as well He added that the Beatles were not happy about continuing their existing contracts if ATV should get control of Northern Songs and that they would certainly renew their existing contracts if the group came under the aegis of ATV.

A statement issued yesterday says that if the Beatles offer becomes unconditional “arrangements will be made to strengthen the board Of Northern Songs by coopting additional directors with proven financial experience and knowledge, as well as a director with proven expertise in the music publishing field. None of the Beatles intends to join the board, as all are fully aware of the necessity to employ financial expertise in the operation of their commercial affairs.”

Last night Mr Ormrod was not able to name any of the candidates for the revamped board. He did say, however, that he did not expect that Mr Allen Klein, who has also been advising the Beatles, would be one of them. In spite of the finance they have put up there are no plans at present for Ansbachers themselves to be represented on the board.

ATV has already announced its intention to go ahead with its offer in spite of the Beatles’ opposition. At present, it holds some 3 per cent of the Northern Songs equity, while the Beatles and their associates between them hold 30 per cent.

From The Guardian – April 25, 1969 – From One Sweet Dream Podcast on Twitter

Beatles Resist ATV Northern Songs Bid

LONDON — The Beatles are resisting ATV’s bid for Northern Songs, publishers of Lennon and McCartney material.

They have consulted a merchant banking firm, Henry Ansbacher, as the first move to thwart the take-over and are expected to make a counteroffer to Northern shareholders soon. The ATV bid was posted to shareholders April 11. It is worth £9,500,000 or 38 shillings per share. Northern share price rose to 39 shillings giving the company a value of £9,750,000. ATV, headed by Sir Lew Grade holds 35 per cent of the shares through a recent deal with Northern chairman Emanuel Silver and managing director Dick James. Sir Lew said that ATV will not relinquish this holding “for anything”, and John Lennon and Paul McCartney are equally adamant in retaining their 30 per cent.

Northern managing director Dick James is the obvious choice to head ATV’s establishment of a publishing arm if the company succeeds in its bid and from ATV’s point of view, the acquisition of Northern Songs with its Beatle moneyspinning standards like “Michelle,” “Yesterday”, “All My Loving” and “Fool on the Hill” plus the richly endowed Lawrence Wright catalog of standards will provide an excellent launching pad in this direction before the Lennon-McCartney contract with Northern expires in 1973.

There is thought to be a strong chance of them transferring their songwriting and publishing operations to Apple Music at that time. The new Beatle single is “Get Back” and “Don’t Let Me Down”, both recorded some time ago. Their last single “Hey Jude” was one of their most successful, topping four million sales. A new LP is expected about June.

From CashBox Magazine – April 26, 1969

Beatles Counter ATV’s Northern Bid

LONDON — The Beatles have countered Associated TeleVision’s bid for Northern Songs with one of their own.

It is worth £2,400,000 and represents an offer of 42 shillings and sixpence per two-shilling share. The ATV bid, comprising shares, loan stock and cash, is worth just under 37 shillings and eightpence.

The Beatle strategy is to acquire a minimum of 983,501 shares to add to their present holding of 1,516,000 with a maximum ceiling of 1 million. Their merchant banker, Henry Ansbacher, is contributing £1 1/4 million to their £2,400,000 bid.

In effect, The Beatles are offering to buy approximately four in every seven shares held in Northern Songs by uncommitted holders, with the remaining three to be retained by the holder.

Sir Lew’s Reaction

ATV chief Sir Lew Grade described the Beatle bid as “deceptive, ” and thought that “‘intelligent shareholders” will accept the ATV offer, which would give equity interest in”a first-class and growing organization with a proven management.”

The Beatles are open in their dislike of ATV’s plan to capture Northern Songs. They have intimated that if the ATV bid is successful. they will not be happy “to continue, let alone renew their existing contracts with Northern Songs” which are valid until 1973.

That is clear notice to ATV, at present controlling 35% of the company, that if it secures Northern Songs, it can expect only the required minimum of 24 songs from The Beatles over the next four years.

John Lennon and Paul McCartney are wooing shareholders by saying that if their counter bid succeeds, Northern Songs will get first refusal on their songwriting services for a further two years In addition, George Harrison, with 24 copyrights to his credit, would sign with the company, and so would Ringo Starr, who has just begun composing efforts.

A further carrot dangled is “the feasibility of offering to Northern Songs certain of their other entertainment interests.” If The Beatles triumph, they will strengthen the Northern Songs board with some financial specialists and “an expert in music publishing”.

This latter intention underlines the total rift now existing between The Beatles and Northern’s managing director Dick James, who has headed the company since its inception in 1962. James has a management agreement that expires like the Lennon and McCartney contracts in 1973.

If successful, the Beatle offer will give them a holding of just over 50% in Northern Songs. It may be questioned by the official takeover panel, which normally disapproves of partial
bids.

Triumph’s Role

5% of the Northern Songs equity is held by Triumph Investment Trust which controls 90% of Nemperor Holdings, the company founded by the late Brian Epstein. The atmosphere between Triumph and The Beatles is less than cordial following Triumph’s recent unsuccessful High Court move to establish that an estimated £1 million in Beatle royalties should be paid by EMI to Nemperor and not to The Beatles’ Apple company. EMI declared in court that it will not pay the royalties to any party until the dispute is resolved.

Triumph chief Tom Whyte described The Beatles’ intention to contest ATV’s offer for Northern Songs as “topsy turvy” and “illogical.” Initial stock market reaction to the counter bid was disappointment at its terms, and Northern’s share value dipped as speculators pulled out.

From CashBox Magazine – May 10, 1969

David Platz of Essex Music has emerged as the new big wheel at the Beatles’ Apple Corps and the general supervising their operation to win the takeover battle with Associated TeleVision for Northern Songs. He has disclosed that he will be active in putting “‘the Apple shop in order,” and if the Beatle bid for Northern is successful, he will be the “expert in
music publishing” who will join the reconstituted Northern board. In return for his services, Platz will receive 10% of the Northern and Apple annual turnover, estimated to be worth an additional €500,000 income for the Essex group. Platz is one of the most astute executives in international publishing and has been on the ground floor of every British pop trend on behalf of Essex over the past ten years. He handles the Rolling Stones’ publishing interests amongst other perennial moneyspinners. Platz has been conferring with the Beatles and other interested parties about the strategy for the Northern struggle and firming up the fortunes of the financially groggy but potentially prosperous Apple empire.

Beatle business manager Allen Klein revealed that he has pledged the 45,000 shares in Metro Goldwyn Mayer owned by his company ABCKO as collateral £1 1/2 million cash loan which Ansbacher, the Beatle merchant bankers, made to underwrite the bid for Northern. Slater Walker lnvestments, financial advisers to institutional shareholders in Northern stock like Hambros, Howard and Wyndham, EBOR and Invan Unit Trust, has urged them not to accept the ATV offer worth 37 shillings and sixpence per share which was due to close May 2nd. Slater Walker made no comment on the Beatle counter offer worth 42 shillings and sixpence per share. The institutions it advises hold about 14% of Northern’s voting capital, and could mount an effective blocking operation in the takeover tussle

From CashBox Magazine – May 17, 1969

WB/7, Thru Atlantic, Seeking 15% Interest In Northern Songs

NEW YORK — Warner Bros. Records has emerged as the latest contender for a share in Northern Songs, the Lennon-McCartney dominated music publishing catalog.

It’s understood that WB/7 is attempting to gain a 15% share of the company through Atlantic Records. At present. the Beatles themselves and Associated Television Corp. are embroiled in a struggle to obtain commanding shares in the publishing operation. The Beatles own about 33% of the stock, while ATV owns 35%.

However, Howard and Wyndham, a London broker and institutions that control about half of Northern’s shares were expected to meet with WB/7 execs in London late last week to
pursue the WB/7 interest in Northern Howard & Wyndham is believed to have a 4% stake in NS.

WB/7’s official comment on the matter is that Atlantic had received an “inquiry” on the possibility of a deal. Ahmet Ertegun, president of Atlantic, said he had responded to this with a request for “facts concerning the status of Northern Songs in order that Atlantic Records might determine what its interest, if any, might be.”

The definite stock acquisition plans of the Beatles are to obtain another 20% interest in NS via a $5.10 tender offer in cash. The Beatles offer was in response to ATV’s tender offer of
$4.44 a share in cash and stock.

Control of NS is greatly strengthened by the agreement of Lennon & McCartney to write at least six songs for the company each year for the next four years.

From CashBox Magazine – May 17, 1969

The battle for ownership of Northern Songs, publishers of Beatledom, has assumed further complex intricacies. The latest development indicates a possible bid from Warner Brothers-Seven Arts, following a meeting between Ahmet Ertegun, president of the Warner subsidiary Atlantic Records, and Peter Donald, chairman of Howard and Wyndham, the theater group. This company, together with other various stockbrokers and institutions, controls a 15% block of Northern shares, a possible doorway for WB through which it could storm the Northern citadel. Associated TeleVision, the original bidders, hold 35% and is claiming favorable response to its offer that brings it near the 50% mark, The Beatles, anxious to obtain control of their publishing outlet, have just over 30%, and are seeking a further 20%. The Triumph Investment Trust with 4.5% is fence sitting at present. ATV has stated that if it fails to win control acceptances will be returned and it will accept the Beatle offer for two-sevenths of its shares and sell the remainder. The WB strategy, assuming it acquired the 15% of Northern stock held by the Howard and Wyndham grouping, could proceed to ultimate control of Northern by a deal with ATV or the Beatles or both David Platz of Essex Music. who has said that he will accept an invitation to join the Northern board of directors if the Beatle bid is successful, has denied entertainment industry estimates that his projected association with Northern and Apple could be worth €500,000 annually to Essex. Meanwhile, the Beatles are reported to have rescued Britain’s leading underground weekly newspaper by providing its printers with a £2,000 indemnity against any possible legal action.

From CashBox Magazine – May 24, 1969

NEW YORK — Associated Television has apparently won its bid to gain control of Northern Songs. the company populated by the Lennon-McCartney catalog.

For a while last week it seemed that ATV had failed to achieve victory, since its tender offer to shareholders reached deadline on Friday, May 16, with no a appreciable increase in its 36% interest. The Beatles themselves failed to gain more than 3% more of their 30% holdings at their tender offer deadline last Monday (19).

However, ATV has evidently obtained at least a 50% share in the music publisher via Howard & Wyndham theatre chain and a group of institutional investors, according to Lew Grade, ATV head. It’s understood that the Beatles have been offered a seat on the Northern board of directors. The Beatles’ Lennon-McCartney have a writers contract with Northern that runs until 1973, with four songs a year expected of the duo.

From CashBox Magazine – May 31, 1969

The lengthy and involved takeover tussle for Northern Songs ended May 19th with total victory denied to the two protagonists, Associated TeleVision and the Beatles. ATV finished with 36% of Northern stock, and the Beatles lagged behind at 30.3%. However, ATV has formed an alliance with a consortium of brokers representing amongst other the Howard and Wyndham theater group with a 15% holding, and the new allies simultaneously decided not to accept the Beatles’ partial 42 shillings and six-pence cash bid. Six new members will now join the Northern Songs board. Four will represent ATV, one the consortium and one will be nominated by the Beatles. The latter director is thought likely to be David Platz, although the Essex Music chief has said he would only join the Northern board if the Beatles won control. The Beatles have named Allen Klein as their business manager under a one-year contract of undisclosed terms, thereby filling a vacancy that has existed since the death of Brian Epstein. Klein has already been investigating and reorganising the group’s Apple Corps operation.

The Beatles are claiming in the High Court that more than £900,000 in a bank account should be paid to them. The money comprises record royalties paid into the account by EMI Records, and the Beatles’ claim is being disputed by Nemperor Holdings and the Triumph Investment Trust. EMI had been a party to the proceedings, but the action against that company has been stayed. The case will be heard this month.

From CashBox Magazine – June 7, 1969

The troubled waters around Northern Songs are subsiding as ATV and the consortium that joined with it to defeat the bid by the Beatles select Northern’s new board of six directors under the chairmanship of Northern managing director Dick James. ATV has nominated its finance director Jack Gill and Louis Benjamin, managing director of its subsidiary Pye Records, the consortium has named Ian Gordon of Constellation Investments, and Northern chairman Emanuel Silver is another director. No Beatle nomination has yet come forth from Apple, but David Platz of Essex Music is still the prime favorite to represent the foursome in what is still an inconclusive and uneasy situation.

From CashBox Magazine – June 14, 1969