Broadcasting Telecasting (Oct-Dec 1957)

FILM AAP Sellers Back Out On NTA; Hearing Set The agreement to sell the majority stock of Associated Artists Productions, New York, to National Telefilm Assoc. [Film, Dec. 2] remained stalled last week by a new series of legal maneuvers. On Tuesday, a group of AAP stockholders, headed by Louis Chesler and Maxwell Goldhar, which had negotiated a contract to sell "more than 50%" of AAP's stock, notified NTA they were rejecting NTA's offer, claiming they had been advised by counsel that the document they had signed was not "a binding and enforceable contract under the laws of the state of New York." That same day, NTA filed a counterclaim to an earlier AAP minority stockholders' suit, which sought to block the NTAmajority stockholders' transaction. A hearing on the suit in New York Supreme Court was postponed until this Wednesday. In answer to the minority stockholders' complaint and as a cross-claim, NTA, acting against Mr. Chesler, Mr. Goldhar and Mac Schwebel, an AAP stockholder, charged that after they had signed a contract, United Artists Corp. and others "willfully and maliciously combined and conspired to induce the breach of that contract in an attempt to secure the assets of AAP for itself." NTA further claimed that the minority stockholders' suit was incited by United Artists and stated that following this action, Mr. Chesler and Mr. Goldhar "demanded" that this defendant (NTA) increase the amount to be paid to them. When these demands were rejected, NTA continued, Mr. Goldhar and Mr. Chesler "repudiated their agreement, declaring they did not intend to perform it." NTA asked the court to dismiss the complaint against that firm and to direct Messrs. Chesler, Goldhar and Schwebel to perform the purchase contract and deliver to NTA the 820^000 shares of AAP stock (majority stock), and pay for the cost of its legal fees in the action. The letter to NTA from Messrs. Chesler and Goldhar stated: "We have been advised by counsel that the document signed by National Telefilm Assoc. Inc., on the one hand, and the undersigned, Maxwell Goldhar and Louis Chesler on the other, dated Nov. 9, 1957, lacks those characteristics necessary to make it a binding and enforeceable contract under the laws of the state of New York. "Realizing the obligations, both legal and moral, owed to the minority stockholders of Associated Artists Productions Corp. by' its officers and directors, particularly by officers and directors who may be deemed to be in a control relationship of said corporation, and in view of a more recent offer, of which you are aware, that is conceivably more beneficial to all the stockholders than the offer contained in the aforementioned document, we regretfully advise you that we hereby reject your said offer, and further, that we do not intend to be bound by. or to perform under, the said unenforceable document." The more recent offer referred to in the letter apparently is one made by United Artists, but its terms were not disclosed. NTA's offer was said to be about $7.5 million. On Nov. 27 NTA initiated a suit in the same court asking damages in the amount of $200,000 each from United Artists, two of its officers, Arthur B. Krim and Robert S. Benjamin, president and board chairman, respectively; Eliot Hyman, president of AAP; Harry Zittau, AAP treasurer and Ray Stark, AAP vice president. The suit charged defendants with "inducements to break a contract and unfair competition." The action by AAP minority stockholders sought to block the sale of the majority stock to NTA because this transaction allegedly disregarded minority stockholders' rights. Webb Sidekick Relinquishes Time For New Show Test on KABC-TV If the right way to preview a motion picture is in a motion picture theatre, then the right way to preview a tv program should be in a telecast by a tv station. On that logic. Jack Webb's Mark VII Ltd. is previewing the pilot of its projected new series People in a telecast on KABCTV Los Angeles next Sunday at 6:30-7 p.m. The time normally is filled by Ben Alexander, appearing on behalf of Ben Alexander EXCITEMENT. m m "that which rouses a feeling; that which calls to activity!" WIS-TV rouses many a feeling — creates endless sales activity throughout central South Carolina's billion dollar market — * I with exciting programs — exciting ratings*. — exciting results* — >. v and soon — exciting, expanded coverage from our 1522 foot tower, tallest structure east of the Mississippi river! *ARB and performance facts at all PGW offices will "excite your interest in — WIS -TV10 COLUMBIA, SOUTH CAROLINA C. Richard Shafto, Executive Vice President jjljfljjjj Charles A. Batson, Managing Director J=J=V l^.j.j . represented by PETERS, GRIFFIN, WOODWARD, INC. Broadcasting December 9, 1957 • Page 75