Motion Picture Daily (Jul-Sep 1957)

Motion Picture Daily Wednesday, August 28, 1 Business Thrives In German Market By FLOYD STONE Motion picture business at least in Germany is robust— people pack theatres, showmen build more of them, companies sell more pictures and each year do better— Erich Steinberg, RKO's manager there, said at the home office yesterday. His operations at this point are 30 per cent ahead of last year. And because he is distributing five fewer pictures (12 so far), this is the more remarkable. He explained it on this basis; the German goes to the movies; except for wandering out of doors during the summer, he sticks to them; and because so far his government runs television he is not likely to stay home to watch it. Steinberg added the German accepts all types of American pictures —and all ratios, sounds and assorted processes— avidly; so much so that in his estimation the Germans like them at least as much as their own. He qualified this certainly is so in the cities, which deliver the money. Handles RKO and AA The Germans even like "Oklahoma," in Todd AO and in 35mm, confounding those who say they won't see American musicals. His German operations he maintains with whatever RKO gives him, plus six or more from Allied Artists, two French, two or three Italian, and one or two German films, these latter for prestige and publicity, he said; and the result not only is record receipts but a position he asserted is as good as most other American companies. He said he sells from 20 to 25 pictures per year, refusing more because these are all his staff can handle "properly." He is here for three weeks. He came after five years in Brazil, Peru and other Latin-American countries where before taking the German job four years ago, he'd spent 23 years. Atlas Permitted to Sell 400,000 Disney Shares From THE DAILY Bureau WASHINGTON, Aug. 27. The Securities and Exchange Commission today announced the issuance of an exemption order permitting Atlas Corp. to sell 400,000 shares of the common stock of Walt Disney Productions to an underwriting group headed by Goldman, Sachs & Co., Lehman Brothers, and Kidder, Peabody & Co. Because one of Atlas' directors, Sidney J. Weinberg, is a partner in Goldman, Sachs, sale of the stock to Goldman, Sachs is prohibited by the investment company act in the absence of the exemption order granted today by the SEC. The 400,000 shares are to be offered for public sale at $21.75 per share, with an underwriting commission of $1.65 per share. This will Slate Hearing on Campbell Action Frida ( Continued from page 1 ) seph Tomlinson, key figure in the insurgent group's fight for control of Loew's. At the same time the court will hear a motion by Nizer for dismissal of the Campbell action. Also scheduled for hearing on Friday is a motion by Tomlinson forces to reargue the action for declaratory judgment that the actions of the Tomlinson "rump" board meeting of July 30 were valid. Chancellor Seitz on Monday ruled that all actions of the "rump" meeting were invalid. By-Laws Clarified The new Tomlinson brief filed states that "a construction of Loew's by-laws which gives meaning to both Article II, Sec. 8 (14) and Article V Sec. 2 which shows that they have different functions and results in a construction which gives the by-laws wider scope and which would prevent an impasse such as now exists is the following: "Article II Sec. 8 (14) controls the procedure for filling director vacancies where there is a quorum of directors in office and a quorum attend a meeting called for the purpose of filling vacancies, in such event, the attending directors vote by majority to fill the vacancies. In the instant case this would have meant that if seven directors ( a quorum ) had attended the July 30 meeting, four out of the seven could have filled the vacancies. Called 'Reasonable' Construction "This construction is reasonable and does justice to the entire Sec. 8 of Article II as dealing with powers which can be exercised only by the board meeting with a quorum in attendance and acting by majority vote. Article V, Sec. 2 deals with two situations. It is admitted by all that it deals with the situation which prevails when there are vacancies and there are less than a quorum of directors in office. We submit, however, that also dealt with the situation where there are vacancies and there is a quorum or more IT00 Board Okays Voting Of Loew's Stock for Vogel Special to THE DAILY COLUMBUS, Aug. 27. The board of directors of the Independent Theatre Owners of Ohio at a meeting here today approved the voting of the association's Loew's stock for the Vogel management, marking the first time the Ohio exhibitors' group has voted film company stock. The vote, however, does not mean 100 per cent approval of Vogel policies, said the board. of directors in office and a minority refuse to attend a meeting. "In such event the total directors in office can act by a majority and fill the vacancies at a meeting duly called for that purpose even though the by-laws quorum do not attend. Such action is not taken as a regular board meeting but instead is a meeting of the directors in office acting under a special quorum rule. That such a construction is the proper and reasonable one is to be found in the fact that when such an event occurs and there are more than a quorum of directors still in office Article V Sec. 2 calls for positive action by more directors than have to act when Article II Sec. 8 (14) is invoked. This is how the two sections differ and cover different situations. For example in the instant case, as nine directors were in office it required the vote of five to fill vacancies. If seven had appeared at the meeting four could have performed the function. Sees 'Greater Meaning' Given "By giving Article V Sec. 2 a broader scope than given to it by the chancellor in his opinion of Aug. 26 we give greater meaning to the by-laws and provide against an impasse caused by minority directors when there are vacancies. The chancellor's opinion German Drive R^APPeai ( Continued from page 1 ) closed and eight houses now operate on a part time basis only. In 1956 Seattle collected $200,722 in admission taxes from theatres. This was a drop, however, of some 27 per cent since 1946. Devin said the theatres last year also paid real and personal property taxes of $141,085, and business and occupation taxes totaling $4,855. The Seattle theatres now have an investment in excess of $20,000,000 and weekly payrolls of more than $20,000, Devin said. He also pointed out that some 115 cities and towns in Washington have eliminated the theatre admission tax. He proposed a modified tax formula under which no tax would be paid on admissions of 90c or less. The council took the matter under advisement. ( Continued from page 1 ) rent activities will be largely exploratory. He will provide the German industry with basic information on the American market and will seek to make contact with U.S. filmmakers to produce pictures at the German studios. He also expects to arrange film weeks in the U. S. and will investigate the possibilities of acquiring a German "showcase" release theatre in New York. bring Atlas holdings of Disney common down to 3,153 shares, but Atlas has notified the SEC that it intends to exercise purchase warrants which entitle it to acquire 153,553 additional shares of the stock at $22 per share on or before October 31, 1957. leaves a blind spot in the by-laws sofar as filling vacancies is conceri when there is a quorum of direct remaining in office and they disa« as to who should be elected to fill vacancies. The opinion gives minority group the power to cause impasse such as the present one i to prevent the board of directors fr functioning and managing the bi: ness of the corporation as Sec. 14 (A) provides. There the statute s| that the corporation "shall be mi aged by a board of directors— but I result reached under the chancellc opinion is to give a minority of I directors in office the power to ov ride the statute." Filed by Logan and Lank The motion was filed by Arthur Logan and Aubrey B. Lank, attornf for the defendants, Louis B. Ma) and Samuel Briskin. Yesterday morning Nizer, throu his Delaware counsel, Barle, Potter Anderson, filed a form of order f the signature of Chancellor Seitz, order to insure the carrying out of 1 rulings permitting the stockholde meeting to go on. All the New York court mov aimed at preventing the stockholdei meeting have been cleared away. Tf It last move in this series was before tl Appellate Division of the New Yo Supreme Court Aug. 21, the day b fore the Delaware hearing. Nizer Granted Stay Immediately after Pollack appeald to Justice Epstein in the New Yoi »> Supreme Court to lift an injunctio granted by Justice Morris Spector le few days earlier, Nizer went into tli ie Appellate Court and secured an ord barring the lower court from interfeffr ing with the stay and continuing tb injunction in force. in il il! il 'Possible Consequences' Impelled Plea for Reargument: Pollack Milton Pollack, New York attorne for Tomlinson, said yesterday tha the application for reargument of tb action for declaratory judgment wa taken on the advice of Delaware at torneys who believe that the cour should give further consideration t< the "possible consequences of its decision of Monday in relation to th<P facts in this case." Charges Board Is 'Stultified' Asked to elaborate, Pollack said that as a result of the opinion the board of directors "is stultified from taking any action on behalf of the company because of the refusal of a minority directors group to attend a meeting of the board." He added that consideration can still be given by the Tomlinson forces to an appeal from the Monday ruling when Chancellor Seitz has signed an order giving effect to his decision. As of now, no decision on an appeal has been made.