Motion Picture Herald (1953)

GREEIV m SEIT; ZANECK REPLIES Proxy Battle Out in Open; Zanuck Calls Suit Plan *'ReprisaV* on Skouras by MANDEL HERBSTMAN For the first time in his proxy brawl with the management of 20th Century-Fox, Charles Green revealed himself to the press at the St. Regis Hotel in New York last Thursday and announced he had filed a suit against the company in New York Supreme Court. Mr. Green, who is seeking control of the company, charged “mismanagement” in his action which seeks to have certain portions of the employment agreements of Darryl F. Zanuck and Spyros P. Skouras declared “null and void.” Asks Account of Loss The case is a derivative action, brought by Mr. Green, Chalgren Associates (a copartnership) and the Green Sales Co. on behalf of themselves and all other 20th-Fox stockholders “who may care to participate in the suit and contribute to the expenses thereof.” The suit would require the “defendants to account to the Corporation for any loss or damage sustained to it as a result of their actions.” Named as defendants are the board of directors, Mr. Skouras and Mr. Zanuck, president and production vice-president of TCF Film Corp. and 20th Century-Fox Film Corp. From Hollywood at the weekend Mr. Zanuck, commenting on the suit, said a complete court answer would be filed as soon as a study could be made. “So far as I can see Mr. Green’s suit could only be actuated by a desire of reprisal because Spyros Skouras and I have refused to become accomplices to his efforts to seize control of the corporation,” he said. He added he had no desire to be president of the company as offered by Mr. Green in the event that he should gain control. “The presidency of any motion picture company,” Mr. Zanuck said, “must be occupied by a qualified executive who has had long experience in theatre operations, distribution, foreign relations and in the field of public welfare. It would be difficult for me to contemplate working effectively as the vicepresident in charge of production with anyone less experienced than Mr. Skouras.” The suit charges that Mr. Skouras and Mr. Zanuck influenced the board to enter into employment agreements with them that bore no reasonable relationship to the value of their services, adding the agreements were excessive and exorbitant and “constituted waste and gift of corporate assets.” It is further alleged that the agreements gave options to Mr. Skouras and Mr. Zanuck to terminate the full time periods of the contracts without affording corresponding options to the company. Twentieth Century-Fox directors earlier in the week called a special meeting of stockholders for May 5 in Wilmington, Del., to vote on the elimination of cumulative voting from the corporate by-laws. The move is regarded as management strategy to offset the chances of Mr. Green electing a majority of directors at the annual meeting of stockholders scheduled for May 19 in New York. Under cumulative voting provisions of the present by-laws stockholders are permitted to multiply their shares by the number of directors and vote the total for any one director. Thus a relatively small minority can achieve representation on the board. Outlines Grievances At the press conference, which lasted close to two hours, Mr. Green amplified his grievances. However, most of the basic information sought by the press, such as the amount of stock he and his associates own, the identity of his associates, the specific complaints he plans to level against the company, and the program he has to offer, were undisclosed. He asserted that such information is contained in the papers which he was to file with the Securities and Exchange Commission, seeking authorization to conduct the proxy fight. The papers were filed Tuesday. Mr. Green said the statement he will issue in solicitation of proxies for the annual meeting of 20th-Fox stockholders next month will not “propose a full slate of directors.” He declined to reveal how many he would propose but implied his objective is control of the board and the company. He said he will be a candidate for the board himself but disavowed any desire to take a top post should he gain control. Zanuck on “Other Side” When questioned if any of the present 20th-Fox management or board members are associated with him, he asserted, “Not to my knowledge.” Asked specifically about Mr. Zanuck, whom he saw on the coast several weeks ago, he said, “I think he belongs on the other side.” Mr. Green asserted that up to the filing of the suit he had had several meetings with Mr. Skouras but that an impasse was reached. In his suit, Mr. Green was particularly critical of the death benefits of Mr. Skouras and Mr. Zanuck, claiming that they are illegal, improper and contrary to the retirement and death benefit plan adopted by stockholders in 1946. In a second cause of action, the complaint alleges that for years, in addition to salaries and emoluments received by the executives for their services, 20th-Fox has paid the executives, or disbursed on their behalf, “huge sums of money as alleged corporate expenses,” but, it is claimed, “to a substantial extent, such expenses were fictitious, or if incurred, had no relationship” to the “corporate business and affairs.” French Ask Europe Fool WASHINGTON : Eight deputies in the French National Assembly have sponsored legislation calling for a European motion picture pool, according to reports reaching the State Department here from Paris. The pool would involve production, distribution and exhibition facilities. The proposal has been referred to the Assembly’s Press Committee. The resolution requests the French Government to press for the creation of a European commission to inaugurate the pool. On the subject of production, the resolution points out that many countries do not have adequate facilities, and that more and better films could be turned out if technicians in one country had access to the production facilities in others. Only Erance and Italy have turned out a large number of topquality films, despite talent in other countries, the resolution points out. Customs and financial barriers have held down exhibition in one country of films produced in another country, and an exhibition pool would increase the market for all films, the resolution states. Finally, it says a distribution pool would help the producers get wider markets. Foreign Heads Weigh Situation Abroad Foreign distribution heads and others attended a Motion Picture Export Association meeting in New York Tuesday and generally reviewed industry’s situation in Brazil, Indonesia, Spain and Japan. On the latter market, it was reported that Irving Maas, MPAA international department executive, is still in Tokyo conferring with leaders of the Japanese industry and government officials on a new film import pact in that country. At the meeting two remaining import licenses in France for 1952-53 were given to Loew’s and Monogram-International. Columbia Would Register Stock on N. Y. Exchange WASHINGTON : A petition to register 23,143 shares of Columbia Pictures common stock on the New York Stock Exchange has been filed here with the Securities and Exchange Commission. Columbia reported that 16,805 shares were in payment of a 2)4 per cent stock dividend paid last January 19, and the additional 6,338 shares will be issued upon the exercise of outstanding warrants. 20 MOTION PICTURE HERALD, APRIL II, 1953