The Exhibitor (1966)

MGM Corporate Struggle In Cou Dissident Director Levin Seeks To Separate Votes On Proposed Stock Split, Increase In Common Shares NEW YORK — Metro Goldwyn Mayer, Inc., mailed out proxy material for its general stock¬ holders’ meeting May 24 although the material might be invalidated by a court ruling this week, Philip J. Levin, dissident director, has filed suit in Federal District Court to divide man¬ agement’s proposal to increase authorized stock into two parts, so that stockholders could vote on them separately at the meeting. MGM has proposed a two for one stock j split and an increase in the number of auI thorized shares to eight million from three . million. The company has 2,521,429 shares I outstanding. Levin, who holds about 10 per cent of the outstanding shares, does not oppose the split or a planned 20 per cent increase in MGM’s i dividend. However, he voted against manageI ment’s “package” resolution at a directors’ i meeting, contending that only six million authorized shares are needed to carry out the split and to provide a reserve for other pur¬ poses. He seeks to force MGM to hold one vote on an increase in authorized shares to six million and a second balloting on a separate proposal to create the two million additional i shares. Federal Judge Edward C. McLean re■ served decision on Levin’s suit at a hearing, but indicated he may rule early this week. However, he turned down Levin’s request to restrain the distribution of MGM’s proxy ma¬ terial. The mailing of the proxy material also indicates that the Securities and Exchange Commission has cleared it over Levin’s ob¬ jection. If the judge rules in Levin’s favor, the cur¬ rent MGM proxy material would be voided, and new material would have to be prepared. Levin has also asked the court to adjourn the May 24 meeting if that would be necessary I to permit the preparation and distribution of I new proxy material. However, if Levin loses his suit, and stock¬ holders are faced with the “package” proposal i as it currently stands, it seems unlikely they ! would vote against the stock split in order to prevent the increase in authorized shares. I MGM attorney Louis Nizer contends that j the two proposals are closely interrelated; that their proxy proposal is quite in order; and 1 that the move was not made to stop Levin, but was based on sound business judgments. Levin, who has had some sharp disagree¬ ments with MGM’s management, is reported to believe that the management might use the additional authorized shares in a manner that would reduce his percentage of the total outstanding. In its proxy statement, MGM says it hasn’t entered into any negotiations, understandings i or agreements to issue any additional shares, except for the stock split and existing stock op¬ tions; but it states, “Officers of MGM have from time to time in recent months had dis¬ cussions with respect to the raising of addi¬ tional equity capital and possible acquisi Joseph M. Sugar, 20th-Fox vice-president in charge of domestic sales, and Salah Hassanein, United Artists Theatres executive vice-president, are shown making arrangements for the roadshow world pre¬ miere of "The Sand Pebbles" at the Rivoli, New York, following the engagement of "The Sound of Music." Para. Int. Execs Attend Latin Sales Convention BUENOS AIRES — A three-day convention of Paramount Pictures’ Latin American and Caribbean divisions took place last week in Buenos Aires under the direction of James E. Perkins, president of Paramount International Films. A highlight of the opening session was a taped address in Spanish by George Weltner, president of Paramount Pictures Corpora¬ tion, focusing on the company’s unusually strong production and distribution program for the coming period. Joining Perkins in the direction of the meetings were Henri Michaud, Paramount International vice-president; Milton Gold¬ stein, sales manager; and Guenter Schack, ad¬ vertising-publicity director. Henry B. Gordon, division manager for Latin America and the Caribbean, was official host for the meetings. Participating in the meetings were Para¬ mount executives representing Argentina, Uru¬ guay, Paraguay, Brazil, Ecuador, Panama, Chile, Colombia, Mexico, Peru, Bolivia, Ven¬ ezuela, Trinidad, Puerto Rico, Curacao, Aruba, Tobago, British Guiana, Surinam, and the British West Indies. tions. . . “It is presently contemplated that such discussions will be continued if circumstances warrant,” the company continues. The purpose of the split, according to the proxy material, is to “broaden the market for MGM’s shares.” The proposal stresses that “the proposed split won’t change the capital stock equity of the stockholders or in any way affect the relative rights and interests of MGM.” Levin has not indicated as yet whether he is working up to a fight for control of MGM. He said, “You can be sure that I will study the MGM proxy material and will have some¬ thing to say about it to stockholders in due course.” Levin is expected to communicate directly with the stockholders soon. Mrs. Twyman Discovers Everyone's A Film Critic NEW YORK — Margaret G. Twyman, di¬ rector of community relations for the Mo¬ tion Picture Association of America, appeared as the first woman speaker to address a lunch¬ eon meeting of the Cinema Lodge of B’nai B’rith. The title of her talk was Confessions of a Movie “Mavin.” Mrs. Twyman said: Instead of talking about movie business to you today, I thought I might put a new twist on things, and turn the other side of the coin . . . and talk about the audience. They spend a good deal of time talking about us ... so let’s talk about them for a change.” After reading excerpts from several amusing letters directed to the community relations de¬ partment, Mrs. Twyman described her ex¬ perience speaking to the public. She said: “The old cliche about ‘everybody being a movie critic’ is an under-statement, believe me . . . and those of us who must meet these ‘everybodys’ face to face, on the open battle¬ field of a community forum, for instance, must be brave as a bull, informed as a Phi Beta Kappa, quick-witted as Bob Hope, and as tactful as Liz Taylor’s press agent! Everyone has an opinion on movies . . . whether they’ve seen one in 10 years or not.” In conclusion, Mrs. Twyman said: “Our love affair with the public continues as always. We all accept the fact that ‘the public’ is, to say the least, whimsical and unpredictable in its entertainment tastes. And we also know that the public continues to be curious about the motion picture industry. Today, this is just as pronounced as it ever was! In getting support for films we try to emphasize at all times the development of informed and discriminating audiences, never losing sight of the fact that by ‘discriminating’ we include filmgoing for fun! Film entertainment is what we talk about, and we hope our efforts will once again establish with the public strong and friendly links.” New Honor For “Patch” HOLLYWOOD— MGM’s “A Patch of Blue” will be honored “as the most significant mo¬ tion picture produced during the year” by the Hollywood Unity Awards Gommittee at the annual Unity Awards banquet at the Statler Hilton on May 23. The committee annually honors the motion picture, television and radio industry for “out¬ standing contributions to the betterment of hu¬ man relations via their work in the entertain¬ ment industry.” Producer Pandro S. Berman will accept the award for the film, which was written and directed by Guy Green. Production Manager For AA HOLLYWOOD — Appointment of John Rougeot as production manager of the Allied Artists Studio was announced by Roger Hurlock, vice-president and chief operating officer. Rougeot, who has been in the motion picture and television fields for 20 years, was most recently production manager for Mark Armistead Television during that firm’s tenure at the Allied Studios. May 11, 1966 MOTION PICTURE EXHIBITOR 5