Motion Picture Daily (Jul-Sep 1957)

6 Motion Picture Daily Tuesday, July 23, 1 Vogel Seeks a Showdown with Tomlinsoi Says Canadian Wants Meyer As President ( Continued from page 1 ) head of the M-G-M studio, "have been actively attempting to seize control of this great public company, against the interest of the stockholders." Frankly and fully laying bare the internal turmoil that he charged "has virtually paralyzed the ability of the board to function," Vogel asserted that "The policies and programs of management have been obstructed. The equity of investors is being endangered." He said that within the past week three directors, Ogden Reid, Frank Pace and George Brownell, resigned "in the atmosphere of frustration, wrangling and stalemate created by this drive for power." The aim of the dissidents, Vogel said, is to make Meyer president of Loew's, Tomlinson chairman of the board, and Mayer "a paid adviser under contract to the studio." Sees It 'Price for Peace' "This proposition," Vogel added, "in various forms, has constantly been proposed as the price for peace." He related that he had acquiesced to the naming of Tomlinson and Meyer to the board last February to avoid a threatened proxy fight and in the belief that, with four other nominees of Tomlinson's, harmony Meet Asked: TomSinson Meyer and Mayer Silent Joseph Tomlinson, Loew's director, commenting on yesterday's statement of Joseph Vogel, Loew's president, stated that a meeting of the board has been requested and added, "I am interested in the welfare of the corporation." Stanley Meyer, also a director, reached in Hollywood on his reaction to the Vogel statement, replied to Motion Picture Daily with the two words, "No comment." 1 1 Hollywood efforts to reach I ouis B. Mayer for a statement were also unsuccessful. might be achieved. This resulted in a virtually evenly divided board with Vogel as the only experienced industry executive, and Reid as the thirteenth, or "neutral" member. Pace and Brownell were regarded as management members. Vogel noted that Tomlinson, at the time, had said the situation was a "satisfactory reconciliation" and had said he was "very happy to sit with Mr. Vogel and we selected what I think is a very fine board." Charges 'Secret Caucus' Nevertheless, Vogel continued, "That very day Tomlinson and Meyer set up a secret caucus and tried to swing incumbent directors behind his plan to make him chairman, and Stanley Meyer president in my place." Vogel went on to recount how Tomlinson and Meyer moved into the Loew's home office with a staff of lawyers and accountants last winter and "proceeded upon a carefully calculated scheme of harassment and attack." Vogel said he had remained silent in the face of such tactics until "it became clear that more injury would be done to our company by paralysis than from exposure," at which time he decided, "with the advice of directors, executives and stockholders who share my sense of obligation to the company, its owners, its personnel and the public itself," to submit the facts to the stockholders. Efforts 'From Time to Time' Vogel said that with the virtually evenly divided board, and with some members residing at distant points and unable to attend all meetings, efforts to swing the directors present against management were made by Tomlinson from time to time. Vogel said that his own efforts to effect economies, inaugurate changes and improvements designed to restore the company to its traditional position of eminence in the industry, were repeatedly interrupted by the necessity of answering the TomlinsonMeyer-Mayer attacks and criticisms. Vogel said • he will report to the special stockholders meeting "in detail on the progress of our management despite harassment, and I shall Six Months Scare Tactic Are Describe I be frank and say much more co have been done if I had not b obstructed." Threatened Proxy Fight Tomlinson, a Canadian contra and industrialist, broke into print 1 December when he called a pr conference in New York and leased a letter he had written Vogel demanding the resignations five management directors from i Loew's board under the impli threat of a proxy fight. Tomlins claimed he held 250,000 shares Loew's. Present at the press conf ence with him was Meyer, who is son-in-law of Nate J. Blumberg, boa chairman of Universal Pictures, a a television film producer. 1! [tl ■f ii1 Statement by Vogel on Loew's Problem^ ( Continued from page 1 ) Management have been obstructed. The equity of investors is being endangered. "At the special meeting which is being called the Stockholders will also be asked to enlarge the Board from 13 to 19 seats, and to fill the new and vacant posts so that an effective working majority of independent directors can be given to management. A full slate of candidates of the highest standing in their respective fields will be presented. Points to Resignations "No lesser measures appear possible. Within the past week, in the atmosphere of frustration, wrangling and stalemate created by this drive for power, three members of our Board resigned. They are Mr. Ogden Reid, Mr. Frank Pace and Mr. George Brownell. "I had thought that Mr. Tomlinson's large stockholding might be an assurance of co-operation, but events have shown that his real ambition was to make Stanley Meyer President, himself Chairman of the Board, and Louis B. Mayer, the guiding spirit in all this, a paid adviser under contract to the Studio. This proposition, in various forms, has constantly been proposed as the price for peace. Unfounded stories of the Company's financial distress have been spread while Tomlinson himself turns down bids for his stock at substantial gains. Due to the fact that many directors come from different parts of the country, some could not attend every meeting. Any absence shifted the majority of the closely divided Board, prevented the effective operation of the Company, and subjected the officers of the Company to dire threats of seizure of control. In such an atmosphere, intrigue, conspiracy and political manipulation took the place of constructive business effort. Such an incident occurred at the last meeting of the Board on July 12th when several directors could not attend. Under these circumstances an individual representative of a management consulting firm was "used" to suggest to the Board that it remove me and other key executives. "The bad faith of Tomlinson and Meyer's activities was revealed clearly immediately after the last Stockholders' meeting on Feb. 28th. It is a matter of record that Tomlinson and his associates began an open assault on Loew's some seven months ago, shortly after I assumed the presidency. Most of their charges were directed at the prior administrate They ignored the fact that I had I ready launched a thorough-going pr1 Dm gram to bring the company back its former eminence. Recounts Reforms "After Mr. Nicholas M. Schem Its resigned, I terminated the contra of Dore Schary. Housecleaning w the order of the day and I to< action on many matters, including tl charges of nepotism. I speeded oi television licensing and created i organization at the Studio to produc y directly for TV. I established a polici fd, of making all purchases through con petitive bidding. Our staff worku around the clock seven days a weq to accomplish the important thin< that had to be done. I shall repo in detail on the progress of oi Management despite harassment, an I shall be frank and say much moi could have been done if I had n been obstructed. "To avoid a proxy fight with M Tomlinson last winter, and reconci' differences, I supported a harmon, plan which in effect gave Tomlinso six members of the Board, thus creai ing a virtually evenly divided Boar| with only myself as an experience (Continued on page 7) ftp Professional MOTION PICTURE FILMS release positive | its T iel THE GEVAERT CO. OF AMERICA, INC. Quality photographic materials since 1894 11 1 1 1 § gf/GEVAERTJ f^GEVAER™ g/GEVAERTj (CANADAI LIMITED 321 West 54th Street 150 No. Wacker Drive 6370 Santa Momca'Blvd. 9109 Sovereign Row 345 Adelaide St . West New York 19 Chicago 6 Los Angeles 38 Dallas Toronto 2-B New York Illinois California Texas Ontario iiiiii i i • i i i ■ till! ■ §••11 i i i WW ■ 3'. it,