Boxoffice-November.28.1966

NO CHANGE IN UA's PRESENT MANAGEMENT
UA, Transamerica Agree
On Exchange of Shares
NEW YORK—United Artsts Corp. has
reached an agreement in principle with
Transamerica Corp. and contemplates a taxfree
cxchange-of-shares offer by Transamerica
to the stockholders of UA, according
to Robert S. Benjamin and Arthur B.
Krim, chairman and president of United
Artists, and John R. Beckett, president of
Transamerica. The proposal, which would
bring Transamerica into the field of leisuretime
services for the first time, followed
months of negotiations and investigation by
both managements with such factors as
Transamerica's earnings stability, dividend
record, insurance in force and book value
and UA's earnings, potential for growth in
leisure-time fields and its film library making
the proposal an attractive one for the
shareholders of both companies, the two
managements feel.
UA Would Be Subsidiary
It is intended that United Artists will become
a wholly owned subsidiary of Transamerica
with no change in its present management
or operating policies. United Artists
will be represented on the Transamerica
board and Transamerica on the UA board.
Subject to the necessary legal approvals
and formalities by both companies, Transamerica
will offer to each United Artists
stockholder an alternative choice of either
one share of Transamerica common for
each share of United Artists, or a package
consisting of one-half share of its common
and one-eighth of a share of a new $4.80
dividend preferred stock. The preferred
stock will carry a cumulative dividend of
$4.80 per share to be non-callable for eight
years, be callable thereafter at $104.«0 and
be convcrlible into Transamerica common
at S3() per share. Each full share of preferred
Mock will be entitled to one vote. The
exchange of stocks will be tax-free and an
Internal Revenue ruling to this effect will
he requested, in the opinion of counsel.
Diversified Service Firm
Transamerica, with assets of about .$2.-
500,000.000, is a diversified service organization
and a major supplier of life, prop.-rly
and title insurance. It also has substantial
operations in the fields of personal finance,
commercial loans, land development, mortgage
banking and industrial and consumer
leasing, while United .Arlisls. which is headquartered
in New York City, is engaged in
the financing, distribution of independently
produced pictures to theatres throughout
the world, as well as the release of features
and filmed series to the television industry.
Both firms are presently engaged in the
preparation of formal documents toward
the consummation of the transaction and
the exchange offer will be made as soon as
all legal requirements have been met, including
registration of Transanierica's preferred
and common stock under the Securities
Act of 1933. The offer will be made only
by means of a prospectus which will be
furnished to all shareholders of United .Artists.
United Artists was incorporated in 1919,
with Mary Pickford, Douglas Fairbanks,
D. W. Griffith and Charles Chaplin as principals.
Benjamin and Krim took over controlling
slock in 1951 when the company
was declining and by the end of the first
year of their operation, UA showed a net
of $313,000. Both Benjamin and Krim are
attorneys.
Transamerica was established in 1928 by
the Giannini-founded Bank of America. Originally
formed to hold the stock of the
Bank of America and others, it has since
diversified into many other activities.
Boston Bank in Loan
For Cinerama Films
Ni:\V YORK— Serge Senicncnko. vicechairman
of the First National Bank of
Boston, and William Forman, president of
Cinerama, announced this week that an
agreement has been reached under which
Cinerama may borrow up to $3.6 million
from the bank during the next three years.
Forman, here to be honored as Motion
Picture Pioneer of the Year, said Cinerama
has agreed with Security Pictures, Inc., and
Pacific Theatres Corp., wholly owned Forman
company, to distribute two new Cinerama
features during the 1967-68 season,
these to be financed by a $6,750,000 credit
from the Boston hank.
Scmcnenko said the bank was extending
the credit to Security, a Delaware corporation,
which is co-producing the films in Spain
wiih Pacific, and added: "The credit will
permit the company to make the films and
have additional funds."
Cinerama recently had been blocked from
production by outstanding debts. This
problem was solved. Forman said, by paying
$1.5 million due to the Chemical Bank
New York Trust Co. under a I9fi4 loan and
by assumption of $4 million in outstanding
creditor claims by Nationwide Theatres
Corp., another company wholly owned by
Forman, who himself, as Cinerama's largest
creditor, is said to be owed in the neighborhood
of $18 million.
Assure ABC Autonomy
In Merger With ITT
NEW ^ ORK.— 1 he proposed merger of
International Telephone & Telegraph Corp.
and .American Broadcasting Companies will
not hurt ABC's news and public affairs programing.
H. S. Geneen, ITT chairman
and president, has told the Federal Communications
Commission. Geneen later in
the week also told the New York Society
of Security Analysts, "We have every hope
and expectation of a favorable decision in
the near future" on the proposed merger.
In his reply to the FCC. Geneen answered
suggestions that ITT's overseas operations
might prejudice or curtail ABC's
coverage of the news. He said ABC operations
would be autonomous and its news
department would continue to he insulated
against outside interference.
Earlier, the Justice Department had asked
the FCC to delay decision on the merger
until it completed a study of possible antitrust
law violations.
Geneen told the Security Analysts here
that ITT's 1966 earnings should exceed $4
per share if the ABC merger is approved,
and that 1966 sales of the combined companies
should total more than $2.5 billion,
up from the $1.7 billion reported by ITT
alone for 1965.
ABC Plans Re-Entering
Production of Films
NEW "tORK—.American Broadcasting
Companies has announced that it plans to
re-enter the theatrical film production field
ill the near future in association with independent
producers and under the direction
of Samuel H. Clark, vice-president in
charge of theatre administration. The move
is part of expanded duties which give Clark
supervision over all of ABC's nonbroadcasling
interests in addition to theatre operations.
These duties include recordings,
trade publications and activities in electronics
as well as amusement centers.
In outlining the company's production
plan, Simon B. Siegcl. executive vice-presidenl.
also revealed managerial realignment
aimed at establishing greater operating efficiency.
Siegel also announced that Thomas W.
Moore, president of the .ABC television network,
will now have the title of corporate
vice-president. All non-network television
will be headed by newly appointed corporate
vice-president Theodore F. Shaker, formerly
head of company-owned TV station
spot sales. ABC's owned radio stations and
radio network will be headed by Ralph
Beaudin. formerly head of the ABC-owned
station in Chicago.
MGM Votes Dividend
Ni:w 'tORK-The bo.ird ol directors of
MGM has voted the regular quarterly dividend
of 25 cents per share, payable Jan.
16. 1967, to stockholders of record December
26.
BOXOFFICE November 28, 1966