The Exhibitor (1954)

EXHIBITOR 13 RKO Stockholders Overwhelmingly Approve Hughes Buy Of Company Business Surging Ahead, Jack L. Warner Declares HOLLYWOOD — Sharply rapping Hollywood’s “blues criers” and painting a rosy future for the motion picture industry, Jack L. Warner, speaking at the fourth annual awards presenta¬ tion of the American Cinema Editors last week, said theatre business was running ahead of the national retail index and “looking up every day.” “From every studio,” said Warner Brothers’ vice-president in charge of production, who recalled that he had once been a film editor himself, “there is a surge of great product. Ours is an industry that always comes through when the chips are down.” PEOPLE Redwood City, Cal. — Thomas L. Tag¬ gart, Ampex Corporation comptroller, was last week elected company treasurer by the board headed by T. Kevin Mallen. He will continue as executive vice-president and general manager, Ampex Loud Speaker Corporation, North Hollywood. James E. Brown replaces Taggart as comptroller. New York — Jean Goldwurm, president, Times Films, Inc., last week announced the appointment of William Shelton as vice-president and general sales manager. Shelton, formerly associated with Paul Graetz and Lopert Films, will continue as head of his own company, Imperial Film Distributors of America. New York — Mervin Houser, RKO’s eastern director of advertising, publicity, and exploitation under Perry Lieber, RKO’s national director of advertising, publicity, and exploitation, will move to Hollywood between May 15 and June 1 as executive assistant to Lieber, it was announced last week. New York — Chromatic Television Lab¬ oratories, Inc., a subsidiary of Paramount Pictures Corporation, developers of the Lawrence Color Television Tube (Chromatron), last week appointed Sol Sanders director of public relations and adver¬ tising. New York — Ilya Lopert announced last week that Max Fellerman has been named vice-president and general manager, Lopert Films, Inc., and Lopert Films Dis¬ tributing Corporation. Fellerman left United Paramount Theatres to join the Lopert organization three weeks ago. Rep. Int. Sets Contest New York — Stimulated by the excel¬ lent results of “The Quiet Man” show¬ manship contest, just concluded, Republic President Herbert J. Yates last week an¬ nounced a Republic Pictures International Jubilee Year Showmanship Contest. Win¬ ners of “The Quiet Man” contest, an¬ nounced by Republic Pictures Interna¬ tional President Richard W. Altschuler, are Mrs. Clelia B. Trisciuzzi, publicity director, Republic Pictures of Brazil, and Henning Noack, president, International Pictures, Limited, Denmark. Dover, Del. — RKO Pictures Corporation stockholders at a special meeting last week voted 3,284,889 to 73,227 to accept the offer of Howard Hughes to buy the company for $23,489,478 in cash and approved reduction of the corporation’s capital as proposed in the proxy state¬ ment. It will not be carried out, however, before Chancellor Collins J. Seitz rules on a Court of Chancery action by stock¬ holders Louis Schiff and Jacob Sacks for an injunction against the sale. The only stockholder to speak at the meeting in opposition to the sale to Hughes was Lewis D. Gilbert, who is not participating in the Chancery Court liti¬ gation. The vote in favor of Hughes’ offer included his 1,262,120 shares. James R. Grainger, president, RKO, pre¬ sided. Others of the board present were J. Miller Walker, who acted as RKO spokesman and answered questions by Gilbert; Garrett Van Wagner, RKO comp¬ troller; and William H. Clark, treasurer of the corporation. At the conclusion of the meeting RKO issued a statement which read: “James R. Grainger, president, RKO Pictures Corporation, announced today the special meeting of stockholders of the "Mirra-Scope" Demonstrations In Idaho And Kansas City KANSAS CITY— It was learned last week that Virgil Odell, Emmett, Idaho, inventor and developer of “MirraScope,” a new drive-in screen surfac¬ ing material, and First-American Products, Inc., Kansas City, exclusive sales agent, had arranged a series of tests for the new process at the Ter¬ race Drive-In, Caldwell, Idaho, on March 25, 26, and 27 and the Heart Drive-In, Kansas City, beginning on April 1. The demonstrations will be on curved wide-screens. Odell claims “Mirra-Scope” gives equally good re¬ sults with CinemaScope, wide-screen, 3-D, 2-D, and with black and white or color film. Advantages claimed for “Mirra-Scope” include equal distribution of light on projected light over a 90 degree view¬ ing cycle; more than double the light from regular screen surfaces without glare, permitting an increase in screen size without increasing amperage; ex¬ cellent definition and color and a mirror-like image with depth per¬ ception; pure polarization for 3-D; resistance to adverse weather condi¬ tions; easy and economical to mount; seamless construction; and equal dis¬ tribution of reflected light from all viewing positions. Odell also stated that “Mirra-Scope” will be demonstrated at any time after the initial series of showings upon advance request. Exhibitors wishing to attend either of the demonstrations were asked to notify either FirstAmerican or Odell. corporation was held at its principal office in Dover, Del. There were present at the meeting, in person or by proxy, a total of 3,358,116 shares consisting of 1,262,120 shares owned by Howard Hughes and 2,095,996 shares owned by other stock¬ holders. Approximately 8000 stockholders were represented at the meeting. Stock¬ holders took action to approve the accept¬ ance recommended by the board of direc¬ tors of the offer of Mr. Hughes to pur¬ chase all the property and assets of the corporation for $23,489,478 in cash and to authorize sale of the property and assets pursuant to the offer. “Stockholders also approved and auth¬ orized the reduction of the capital of the corporation in the manner and the extent set forth in the proxy statement so as to enable stockholders other than Mr. Hughes to receive promptly their pro-rata share of the purchase price consisting of $6 for each share, tendered for redemption. “The affirmative vote in favor of accept¬ ance of the offer passed by all stock¬ holders entitled to vote at the meeting in¬ cluding stock owned by Mr. Hughes, amounted to approximately 85 per cent of all the stock of the corporation issued and outstanding and entitled to vote. The affirmative vote in favor of acceptance of the offer, cast by all stockholders entitled to vote at the meeting, exclusive of stock owned by Mr. Hughes, amounted to 77% of all of the stock of the corporation, issued and outstanding and entitled to vote exclusive of that owned by Mr. Hughes. The vote against approving and authorizing such matters amounted to less than three per cent of the stock issued and outstanding and entitled to vote, ex¬ clusive of stock owned by Mr. Hughes.” In objecting to the sale of the stock to Hughes, Gilbert pointed out that a meet¬ ing of this nature should not have been held in Dover, Del., but in New York City, which would have given more RKO stockholders an opportunity to attend the meeting. He also insisted that every share¬ holder should be given the opportunity to share in the ultimate fate of the company. He said that the shares may be worth more than $6 and that this figure was, at best, an arbitrary one. Pointing to the fact that stockholders ought to be wary of the Hughes offer, he characterized it as one with the ancient statement, “Beware of Greeks bearing gifts.” Further, Gilbert challenged the state¬ ment of RKO officials and directors con¬ cerning the value of the RKO property. He pointed out that the property may have valuable rights of which the stock¬ holders are unaware. He thought that it was not beyond the realm of possibility that the studios on which RKO was located may be located on oil lands, or that they might be the site of a tremend¬ ous development or a great shopping center. While the management insisted that the RKO properties were only good for motion picture purposes, Gilbert said that they did not know, for certain, what other valuable assets they may contain. O March 24, 1954