The Beatles and ATV fight for the control of Northern Songs

April - May 1969

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About

The music publishing company Northern Songs was created in February 1963 by music publisher Dick James and his partner Charles Silver to publish songs written by John Lennon and Paul McCartney.

The arrival of Allen Klein in the Beatles business (and the difficulties this would likely create considering the reputation of the American businessman) decided Dick James and Charles Silver, in March 1969, to sell their shares in Northern Songs to ATV for £1,525,000, giving John and Paul no notice or the chance to buy them out.

On March 28, 1969, when the news broke in the newspapers, it was also announced that ATV had bid £9.5 million to acquire the rest of the company.


On April 2, 1969, Paul and John met Dick James at Paul’s home in Cavendish Avenue. This was a short meeting that didn’t bring much. On April 5, The Financial Times reported:

It appears that Dick James, managing director of Northern Songs, has failed to persuade Beatles John Lennon and Paul McCartney to accept the £9 million bid for Northern from ATV.

On April 2 as well, Paul and John, joined by Yoko Ono and Allen Klein, met with The Beatles’ merchant bankers, Henry Ansbacher and Company, to define a strategy to gain a controlling interest in Northern Songs. From April 2 to April 28, when The Beatles announced their bid to gain control of Northern Songs, there were many such meetings at Ansbacher’s. There, The Beatles were advised by Bruce Ormrod.

While ATV had nearly 35% of the company, The Beatles controlled 29.7% (Paul had 751,000 shares; John had 644,000; Ringo Starr had 40,000; George Harrison had sold his shares but his wife Patti had 1,000; Apple controlled another 30,000). Triumph Investment Trust had acquired 237,000 shares (4.7% of the company) through its recent acquisition of NEMS / Nemperor.

On April 10, ATV officially launched its bid for the control of Northern Songs, aiming to acquire as many shares as possible to get a comfortable majority stake in the company while keeping The Beatles as minority stakeholders to keep them motivated.

U. K. TV Firm Bids For Beatle Song Co.

LONDON — Associated TeleVision, parent company of Pye Records and Britain’s midland commercial television franchise holder, is making a $22.3 million bid for the stock of Northern Songs, which publishes John Lennon and Paul McCartney’s compositions.

Northern chairman Emmanuel Silver and managing director Dick James have agreed to sell their 32 per cent holding to ATV and are recommending other stockholders to accept the bid. ATV has also bought 3 per cent of the shares on the open market.

But the two song writing Beatles are expected to become minority stockholders in the company and refuse to sell their shares estimated at around 26 per cent of the total. John Lennon has said he will not sell and that he expects Paul McCartney to take the same attitude.

In view of ATV’s committed holding of at least 35 per cent together with the two Beatles’ 26 per cent it is considered unlikely that a rival bidder for Northern will come forward.

The company has 160 Lennon-McCartney songs which it owns for the duration of the copyright. The two are under contract to write at least six new songs a year for Northern until 1973.

After that date it is thought that the two will switch their publishing outlet to their own Apple Music. George Harrison switched from Northern to Apple last year.

Northern also owns Lawrence Wright Music which it acquired by making the highest tender bid last year, when the company came up for sale after the death of its founder.

In the year to March 31, 1969, Northern is expected to announce profits of $2.4 million.

Questioned about Lennon and McCartney’s stake in Northern and the likelihood of their eventually switching to Apple Music, ATV financial director Jack Gill told Billboard, “If they have an interest in the company this is a stimulus for them. If we have to have minority shareholders we could not have better ones than the Beatles.”

He added, “If they still retain their shares maybe they will consider renewing after 1973. But we have obviously faced up to the fact that they may not wish to continue, and by then we intend to develop a considerable music publishing business. This is just the basis for a marvelous start with songs like “Michelle” and “Yesterday” which have already become standards.”

Under the deal Dick James will head all ATV’s publishing activities. Pye recently launched his label DIM here, which is run by Bell in America. Pye manufactures and distributes the label, which is run independently by James’ son, Stephen James (22).

Meanwhil, Pye’s own music publishing company, Welbeck, is splitting from MCA’s Leeds Music, May 1. Leeds has previously administered Welbeck for Pye. Les Cocks, previously Pye’s general manager, has been named to head Welbeck, which will also spin off its own label later this year.

From Billboard magazine – April 12, 1969
From Billboard magazine – April 12, 1969
From Billboard magazine – April 12, 1969

ATV In Takeover Bid For Northern Songs; E.C. Silver, Dick James Exchange Shares

LONDON – Northern Songs, publishers of the bonanza Beatle ballads, is the target of a takeover bid by the Associated TeleVision Corporation.

ATV is making overtures from the strong bargaining position of already owning almost a third of Northern Songs equity. This results from Northern chairrnan E C. Silver and managing director Dick James accepting an exchange of their 1,604,750 Ordinary shares for a package of ATV Ordinary shares, unsecured loan stock and cash. The same offer is being extended to other Northern shareholders.

At one stage, it looked as though Northern would become the focal point of a takeover tussle between ATV and EMI, which has The Beatles under exclusive recording contract until well into 1970s. But EMI managing director John Read has discounted this.

“I’m not sure we would want to step up our investment”, he said. “We want a carefully balanced investment policy, and we already have a significant interest in The Beatles”.

Northern’s main assets, Beatle songwriters John Lennon and Paul McCartney, are believed to control about 25% of Northern’s equity. It is thought unlikely that they will sell, and reports indicate that they are unenthusiastic about the big business maneuvers centered on Northern, especially the esoteric Lennon.

Other assets or Northern Songs include the recently acquired Lawrence Wright Music catalog, for which ATV bid unsuccessfully.

From CashBox Magazine – April 12, 1969
From CashBox Magazine – April 12, 1969

On April 11, The Beatles announced they planned to make a counter bid.

Suddenly, I found a fellow turning up called Allen Klein, who represented John and Paul. I had an instinctive feeling that this fellow was going to stop me from getting the entire company.

Sir Lew Grade, head of ATV – From “The Beatles: Off the Record” by Keith Badman

We are determined to buy Northern Songs. Music is an essential part of our business and there’s no denying the brilliance of The Beatles as musicians.

Sir Lew Grade – April 12, 1969 – From “The Beatles: Off the Record” by Keith Badman

The publicity around the fight for Northern Songs caused some broker firms to form an alliance known as the Consortium and acquire 14% of the Northern Songs shares. This meant ATV or The Beatles had to convince the Consortium to sell them their shares to take control of Northern Songs.

The Consortium consisted of three leading London brokers, Astaire & Co., W.I. Carr and Spencer Thornton, representing clients like theatre owners Howard & Wyndham, the Ebor Unit Trust, the Slater Walker Invan Trust and merchant bankers Arbuthnot Latham.

Howard and Wyndham had bought up some five percent of Northern in the market during February and March, a beautifully time initiative taken by American show business lawyer, Ralph Fields. A fair number of the Northern shares picked up by Howard and Wyndham must have drifted onto the market from Clive Epstein’s holdings, which had been skimmed off Nems’ original 7.5 percent stake in Northern when Triumph bought Nems in February.

From “Apple to the Core: The Unmaking of the Beatles” by Peter McCabe and Robert D. Schonfeld (1972)

On April 13, an article in the Sunday Times, headlined “The Toughest Wheeler-Dealer in the Pop Jungle“, savaged Allen Klein’s reputation in the UK. The paper explained that Klein’s success came from “a startling blend of bluff, sheer determination, and financial agility, together with an instinct for publicity and the ability to lie like a trooper“.

It was also revealed that Allen Klein had been involved in 40 lawsuits, that the US Securities and Exchange Commission (SEC) was investigating his affairs, and that the Rolling Stones’ North American royalties were paid directly into Klein’s own company.

The content of the paper was leaked by Leonard Richenberg, chairman of Triumph Investment Trust, who had secretly paid for a private investigation on Allen Klein’s business activities, following the business fight the two had engaged regarding the 25% royalties The Beatles had to pay NEMS / Nemperor.

I commissioned a Bishop’s report on Klein, a tactic which much impressed him later, as it was the kind of move an old warrior like Klein would respect. It showed he was involved in a number of lawsuits.

Leonard Richenberg – From “Apple to the Core: The Unmaking of the Beatles” by Peter McCabe and Robert D. Schonfeld (1972)

The Sunday Times article decided Paul McCartney’s father-in-law and business advisor Lee Eastman to come from New York to London. Upon his arrival, he first exchanged with Leonard Richenberg to discuss how The Beatles could buy NEMS back, to no success.

Lee Eastman, along with his son John Eastman, then met with the four Beatles and Allen Klein. The meeting didn’t go well. At the end of it, Allen Klein was in the driving seat to define the Beatles strategy for Northern Songs going forward.

We arranged to see Eastman and Klein together in a hotel where one of them was staying. For the four Beatles and Yoko to go and see them both. We hadn’t been in there more than a few minutes when Lee Eastman was having something like an epileptic fit, and screaming at Allen that he was “the lowest scum on earth”, and calling him all sorts of names. Allen was sitting there, taking it, you know, just takin’ it. Eastman was abusing him with class snobbery.

What Eastman didn’t know then is that Neil [Aspinall] had been in New York and found out that Lee Eastman’s real name was Lee Epstein! That’s the kind of people they are. But Paul fell for that bullshit, because Eastman’s got Picassos on the wall and because he’s got some sort of East Coast suit, form and not substance. Now, that’s McCartney.

We were all still not sure and they brought in this fella, and he had a fuckin’ fit. We had thought it was one in a million but that was enough for me, soon as he started nailing Klein on his taste. Paul was getting in little digs about Allen’s dress – who the fuck does he think he is? Him talking about dress! Man, so that was it, and we said, “Fuck it!”

I wouldn’t let Eastman near me; I wouldn’t let a fuckin’ animal like that who has a mind like that near me. Who despises me, too, despises me because of what I am and what I look like. This was supposed to be the guy who was taking over the multi-million dollar corporation, and it was going to be slick. Paul was sort of intimating that Allen’s business offices on Broadway were not nice enough – as if that made any fuckin’ difference! Eastman was in the good section of town. “Oh, boy, man, that’s where it’s at!” And Eastman’s office has got class! I don’t care if this is fuckin’ red white and blue, I don’t care what Allen dresses like, he’s a human being, man.

The more we said “no” the more (Paul) said “yes”. Eastman went mad and shouted and all that. I didn’t know what Paul was thinking when he was in the room; I mean, his heart must have sunk.

John Lennon

We were in opposition right from the beginning. I’m a pretty patient sort of guy. In all our arguments, I never raised my voice once.

John Eastman – From “Paul McCartney A Life” by Philip Norman

The Beatles’ strategy and proposal to the Consortium and other small shareholders were different in nature to ATV’s ones. Considering that The Beatles were negotiating at the same time with Triumph Investment Trust for the control of NEMS, both ventures were stretching the group’s finances to the limit, meaning they could only acquire the lowest amount of shares to gain a majority stake in the company (51%) and they needed to put their own shares up as collateral to fund the purchase.

The plan was to make a public offering of £2.1 million to acquire a further 21.3% (29.7% they already owned + 21.3% = 51%), or 1.15 million shares. The Beatles brought about £1 million and Henry Ansbacher and Co. the remaining sum (about £1.1 million), with a guarantee made of Apple shares, John Lennon’s entire stock holding in Northern Songs (worth £1.25 million) and Allen Klein’s ABKCO’s shares in the MGM film corporation (worth £640,000). Sometimes in April 1969, Allen Klein also approached EMI and Capitol to try to gain assistance, but the record companies declined.

On April 18, The Beatles announced they would bid for control only.

On April 20, there was a massive row at Ansbacher’s because Paul, following John Eastman’s advice, refused to commit his shares in Northern Songs as part of the collateral required for the loan, considering it was a dangerous manoeuvre. In the process, John discovered that, in January 1969, Paul had secretly bought extra shares in Northern Songs, meaning the two no longer had an equal share; John was furious.

There was no point in putting out cash to get control of the company.

John Eastman – From “Apple to the Core: The Unmaking of the Beatles” by Peter McCabe and Robert D. Schonfeld (1972)

It was the first time that any of us had gone behind anyone else’s back. When I asked Paul why he was buying these shares, he said, ‘I had some beanies and I wanted more!’

John Lennon – From “The Beatles: Off the Record” by Keith Badman

I once bought some Northern Songs shares. John and I once said if we ever wanted to invest in anything, the best thing to invest in were ourselves. Lennon-McCartney, that’s the best thing to invest in. If we get a chance, we’d buy some shares. One day, I rang up Peter Brown and asked him to buy some shares. It was like two hundred or something. It wasn’t a major holding or anything. In the end, the big game was on and we were in big boardrooms with Mr Klein and it was deadly serious and suddenly, it came up. ‘Oh, Paul bought some shares!’ And I said, ‘Well, yeah, it was all right, wasn’t it?’ And they accused me of trying to corner a market, or something, and it went down like that. John definitely thought that. If I had wanted to corner a market, I would have bought more bloody shares than two hundred!

Paul McCartney – From “The Beatles: Off the Record” by Keith Badman

There are rumours in the city that The Beatles are planning a counter bid in the ATV/Northern Songs takeover battle. But, John and Paul have advised their shareholders not to sell. They just don’t want to sell. They don’t want to be owned by ATV.

Derek Taylor – April 20 statement – From “The Beatles: Off the Record” by Keith Badman

On April 24, The Beatles announced the details of their offer. Money-wise, they offered 42 shillings and 6 pence per share (above the offer from ATV). They also announced they would extend their contracts with Northern Songs for an extra two years and would add additional assets to the company. They added in their press statement that they “would not be happy to continue, let alone renew, their existing contracts with Northern under the aegis of ATV”.

On April 28, it was announced that The Beatles would appoint music publisher David Platz as Northern Songs’ managing director if their bid was successful. It was a move to strengthen their offer by removing fears that Allen Klein could take control of the company.

On April 30, The Beatles published quarter-page ads in four national newspapers, explaining their offer and stating they would not interfere in the management of Northern Songs.


NORTHERN SONGS LIMITED

“We, Henry Ansbacher & Co. Limited, have been asked to make the following statement On behalf of The Beatles:

“We, The Beatles, would like to draw the attention of Northern Songs’ shareholders to the following reasons why the A.T.V. offer should be rejected and our offer accepted.

1. If our offer succeeds, the Board of Northern Songs will be reorganised. Mr. David Platz, an experienced music publisher, will be appointed to the Board and in addition invitations to become Directors will be issued to one of the Directors of our Merchant Bankers, Henry Ansbacher and Co. Limited, to an experienced Solicitor and to a Chartered Accountant with experience of the entertainment industry.

As A.T.V. is likely to be the largest shareholder other than ourselves, it would also be invited to appoint a representative to the Board.

None of us intends to join the Board, nor would we interfere with the management of the Company. We recognise that our talents lie chiefly in composing and entertaining, rather than in financial management. Mr. Allen Klein, who is working with us on other projects, would not become a Director of Northern Songs.

2. We have already undertaken, if but only if our offer succeeds, to enter into new contracts as composers with Northern Songs each for an additional period of two years on competitive commercial terms. We are also willing, subject to the provisions of the 1969 Finance Bill, to offer other of our entertainment interests to Northern Songs at an independent valuation. Any such interests offered would be proven high revenue earners and would not include any ventures which have proved unprofitable under our own personal management.

3. The position of minority shareholders in Northern Songs would be no different from that of minority shareholders in numerous other quoted companies in which members of the Boards and their families possess control.

4. Having made its offer without consulting us, the owners of some 30 per cent of the issued capital and the principal revenue earners of Northern Songs, A.T.V. originally stated that it intended to keep any shares which it acquired but has since suggested that it might be a “weak holder” of those shares. A.T.V. has apparently questioned the value of Northern Songs shares following a successful bid by us, despite having been willing to make an offer – originally valued at some 39s. 3d. but now worth only some 37s. per share – for control. In fact, were we working happily and independently, A.T.V. would be in a stronger position as a minority shareholder with a representative on the Board than it would be as a controlling shareholder with us unhappily serving out our existing contracts.

5. By accepting our offer, Northern Songs shareholders would obtain a substantially higher price for part or all of their holdings (dependent upon the degree of acceptance by other shareholders) than they could be accepting the A.T.V. offer. It must be emphasised that A.T.V. is offering only 4s. per share in cash plus 17s. in a non-convertible loan stock and half a non-voting share in A.T.V. the value of this package cannot be assessed with complete accuracy and, in any event, Northern Songs shareholders would be surrendering voting Ordinary shares in exchange for only a relatively small proportion of equity shares with no voting rights.”

Having profited by having a stake in The Beatles’ past compositions, if you want to ensure that they happily continue to earn further profits for Northern Songs, you should reject the A.T.V. offer and accept The Beatles’ Offer in respect of your entire shareholdings.

From They May Be Parted on Twitter: “@mccartneyproj That particular ad ran on page 4 of the April 30 Guardian” / Twitter
From They May Be Parted on Twitter: “@mccartneyproj That particular ad ran on page 4 of the April 30 Guardian” / Twitter

Beatles bid for control of Northern Songs

The Beatles are to go ahead with their attempts to get control of Northern Songs by bidding for 20 per cent of the equity at 42s 6d per share in cash. The offer made by Henry Ansbacher, on behalf of the Beatles and three private companies under the Beatles’ control, is expected to be posted to shareholders today.

The offer will be for not less than 983,501 shares (which is the absolute minimum the Beatles need to gain control) and not more than 1 million shares. If Beatles get 1 million shares they will be involved in a cash outlay of £2,125,000. Of this amount, Ansbachers are lending the Beatles £1.75 million. The rest will be found by the Beatles individually and the three companies involved, Apple Corps, Maclen (Music) and Subafilms.

A partial bid of this nature requires the prior approval of the Takeover Panel. Mr Ormrod, the director of Ansbacher, who is handling the bid, said yesterday that he had submitted a proof copy of the formal offer to the panel and that the Panel had approved it.

If the bid is successful John Lennon and Paul McCartney have guaranteed to extend their songwriting contracts with Northern Songs “on competitive commercial terms” for a further two years. The existing contracts expire in February 1973. Although guaranteeing only six compositions a year, Lennon and McCartney have actually produced more than a hundred in the past four years.

George Harrison and Ringo Starr have agreed to offer their composing services for two years on the same basis as their fellow Beatles. In their case, the contracts would take effect from the date of the offer going unconditional.

Mr Ormrod commented yesterday that the Beatles’ counterbid to ATV’s offer was not made purely on emotional grounds but on financial grounds as well He added that the Beatles were not happy about continuing their existing contracts if ATV should get control of Northern Songs and that they would certainly renew their existing contracts if the group came under the aegis of ATV.

A statement issued yesterday says that if the Beatles offer becomes unconditional “arrangements will be made to strengthen the board Of Northern Songs by coopting additional directors with proven financial experience and knowledge, as well as a director with proven expertise in the music publishing field. None of the Beatles intends to join the board, as all are fully aware of the necessity to employ financial expertise in the operation of their commercial affairs.”

Last night Mr Ormrod was not able to name any of the candidates for the revamped board. He did say, however, that he did not expect that Mr Allen Klein, who has also been advising the Beatles, would be one of them. In spite of the finance they have put up there are no plans at present for Ansbachers themselves to be represented on the board.

ATV has already announced its intention to go ahead with its offer in spite of the Beatles’ opposition. At present, it holds some 3 per cent of the Northern Songs equity, while the Beatles and their associates between them hold 30 per cent.

From The Guardian – April 25, 1969 – From One Sweet Dream Podcast on Twitter
From The Guardian – April 25, 1969 – From One Sweet Dream Podcast on Twitter

Beatles Resist ATV Northern Songs Bid

LONDON — The Beatles are resisting ATV’s bid for Northern Songs, publishers of Lennon and McCartney material.

They have consulted a merchant banking firm, Henry Ansbacher, as the first move to thwart the take-over and are expected to make a counteroffer to Northern shareholders soon. The ATV bid was posted to shareholders April 11. It is worth £9,500,000 or 38 shillings per share. Northern share price rose to 39 shillings giving the company a value of £9,750,000. ATV, headed by Sir Lew Grade holds 35 per cent of the shares through a recent deal with Northern chairman Emanuel Silver and managing director Dick James. Sir Lew said that ATV will not relinquish this holding “for anything”, and John Lennon and Paul McCartney are equally adamant in retaining their 30 per cent.

Northern managing director Dick James is the obvious choice to head ATV’s establishment of a publishing arm if the company succeeds in its bid and from ATV’s point of view, the acquisition of Northern Songs with its Beatle moneyspinning standards like “Michelle,” “Yesterday”, “All My Loving” and “Fool on the Hill” plus the richly endowed Lawrence Wright catalog of standards will provide an excellent launching pad in this direction before the Lennon-McCartney contract with Northern expires in 1973.

There is thought to be a strong chance of them transferring their songwriting and publishing operations to Apple Music at that time. The new Beatle single is “Get Back” and “Don’t Let Me Down”, both recorded some time ago. Their last single “Hey Jude” was one of their most successful, topping four million sales. A new LP is expected about June.

From CashBox Magazine – April 26, 1969
From CashBox Magazine – April 26, 1969

Beatles Counter ATV’s Northern Bid

LONDON — The Beatles have countered Associated TeleVision’s bid for Northern Songs with one of their own.

It is worth £2,400,000 and represents an offer of 42 shillings and sixpence per two-shilling share. The ATV bid, comprising shares, loan stock and cash, is worth just under 37 shillings and eightpence.

The Beatle strategy is to acquire a minimum of 983,501 shares to add to their present holding of 1,516,000 with a maximum ceiling of 1 million. Their merchant banker, Henry Ansbacher, is contributing £1 1/4 million to their £2,400,000 bid.

In effect, The Beatles are offering to buy approximately four in every seven shares held in Northern Songs by uncommitted holders, with the remaining three to be retained by the holder.

Sir Lew’s Reaction

ATV chief Sir Lew Grade described the Beatle bid as “deceptive, ” and thought that “‘intelligent shareholders” will accept the ATV offer, which would give equity interest in”a first-class and growing organization with a proven management.”

The Beatles are open in their dislike of ATV’s plan to capture Northern Songs. They have intimated that if the ATV bid is successful. they will not be happy “to continue, let alone renew their existing contracts with Northern Songs” which are valid until 1973.

That is clear notice to ATV, at present controlling 35% of the company, that if it secures Northern Songs, it can expect only the required minimum of 24 songs from The Beatles over the next four years.

John Lennon and Paul McCartney are wooing shareholders by saying that if their counter bid succeeds, Northern Songs will get first refusal on their songwriting services for a further two years In addition, George Harrison, with 24 copyrights to his credit, would sign with the company, and so would Ringo Starr, who has just begun composing efforts.

A further carrot dangled is “the feasibility of offering to Northern Songs certain of their other entertainment interests.” If The Beatles triumph, they will strengthen the Northern Songs board with some financial specialists and “an expert in music publishing”.

This latter intention underlines the total rift now existing between The Beatles and Northern’s managing director Dick James, who has headed the company since its inception in 1962. James has a management agreement that expires like the Lennon and McCartney contracts in 1973.

If successful, the Beatle offer will give them a holding of just over 50% in Northern Songs. It may be questioned by the official takeover panel, which normally disapproves of partial
bids.

Triumph’s Role

5% of the Northern Songs equity is held by Triumph Investment Trust which controls 90% of Nemperor Holdings, the company founded by the late Brian Epstein. The atmosphere between Triumph and The Beatles is less than cordial following Triumph’s recent unsuccessful High Court move to establish that an estimated £1 million in Beatle royalties should be paid by EMI to Nemperor and not to The Beatles’ Apple company. EMI declared in court that it will not pay the royalties to any party until the dispute is resolved.

Triumph chief Tom Whyte described The Beatles’ intention to contest ATV’s offer for Northern Songs as “topsy turvy” and “illogical.” Initial stock market reaction to the counter bid was disappointment at its terms, and Northern’s share value dipped as speculators pulled out.

From CashBox Magazine – May 10, 1969
From CashBox Magazine – May 10, 1969

David Platz of Essex Music has emerged as the new big wheel at the Beatles’ Apple Corps and the general supervising their operation to win the takeover battle with Associated TeleVision for Northern Songs. He has disclosed that he will be active in putting “‘the Apple shop in order,” and if the Beatle bid for Northern is successful, he will be the “expert in
music publishing” who will join the reconstituted Northern board. In return for his services, Platz will receive 10% of the Northern and Apple annual turnover, estimated to be worth an additional €500,000 income for the Essex group. Platz is one of the most astute executives in international publishing and has been on the ground floor of every British pop trend on behalf of Essex over the past ten years. He handles the Rolling Stones’ publishing interests amongst other perennial moneyspinners. Platz has been conferring with the Beatles and other interested parties about the strategy for the Northern struggle and firming up the fortunes of the financially groggy but potentially prosperous Apple empire.

Beatle business manager Allen Klein revealed that he has pledged the 45,000 shares in Metro Goldwyn Mayer owned by his company ABCKO as collateral £1 1/2 million cash loan which Ansbacher, the Beatle merchant bankers, made to underwrite the bid for Northern. Slater Walker lnvestments, financial advisers to institutional shareholders in Northern stock like Hambros, Howard and Wyndham, EBOR and Invan Unit Trust, has urged them not to accept the ATV offer worth 37 shillings and sixpence per share which was due to close May 2nd. Slater Walker made no comment on the Beatle counter offer worth 42 shillings and sixpence per share. The institutions it advises hold about 14% of Northern’s voting capital, and could mount an effective blocking operation in the takeover tussle

From CashBox Magazine – May 17, 1969
From CashBox Magazine – May 17, 1969

ATV’s offer was supposed to end on May 2, but close to this deadline, they only got 45% of the Northern Songs shares. They announced that their offer was extended until May 15.

May was spent lobbying between the various parties. The Consortium, being an association of shareholders with different interests and strategies, started to fragment – some more interested in the Beatles offer, some more interested in the ATV one.

By early May, certain members were growing tired of the situation and were looking for an easy solution. An all-out cash bid from ATV of, say, 165 pence a share would have swung it. ATV’s [chief financial officer] Jack Gill dug his heels in and flatly refused the Consortium’s proposal.

From “Apple to the Core: The Unmaking of the Beatles” by Peter McCabe and Robert D. Schonfeld (1972)

The Consortium then entered into discussions with Henry Ansbacher & Co. to form an alliance with The Beatles. Without The Beatles or Allen Klein in the room, Bruce Ormrod from Ansbacher’s shaped a deal where Northern Songs would be managed by an independent management team, led by David Platz as managing director, without any direct voting power for The Beatles. This agreement was then presented to The Beatles, but John Lennon blocked it, as explained by Ian Gordon, a representative of The Consortium:

Ormrod at this point was doing his level best to push this agreement through. It really came down to persuading John Lennon, who certainly dictated to the other two. Paul’s position was not clear. He denied that Klein represented him, but I think he would have gone along with this deal because we seemed to be on good terms with his father-in-law, so that was all right. Then Lennon became downright obstructive. He grudgingly said I could be a member of the board, but he did not see why the Beatles should bother to take over a company and then be told they could not do what they liked with it. He said he would rather let Grade have it than be dictated to like this. This is where we all came to a grinding halt.

Ian Gordon – From “Apple to the Core: The Unmaking of the Beatles” by Peter McCabe and Robert D. Schonfeld (1972)

During this meeting, John famously declared:

I’m not going to be fucked around by men in suits sitting on their fat arses in the City.

John Lennon – From “The Beatles Diary Volume 1: The Beatles Years” by Barry Miles

The agreement was so close to being signed that a press release was ready to be issued on May 14, the day before the ATV offer expired.

The Consortium turned back again to ATV for some last-chance negotiations. At first, ATV was not willing to reopen discussions, but finally, talks with each and every one of the Consortium’s key members and clients led to an agreement signed 15 minutes before The Beatles’ offer expired, on May 19.

The agreement was an alliance for 12 months, which specified that “Members of the Consortium undertake that during the currency of this agreement they will exercise their votes so as to maintain on the board of Northern Songs sufficient nominees of ATV to give them a majority“, effectively giving ATV the control of Northern Songs.

The Beatles ended up owing Ansbacher’s £5,000 for their services.


WB/7, Thru Atlantic, Seeking 15% Interest In Northern Songs

NEW YORK — Warner Bros. Records has emerged as the latest contender for a share in Northern Songs, the Lennon-McCartney dominated music publishing catalog.

It’s understood that WB/7 is attempting to gain a 15% share of the company through Atlantic Records. At present. the Beatles themselves and Associated Television Corp. are embroiled in a struggle to obtain commanding shares in the publishing operation. The Beatles own about 33% of the stock, while ATV owns 35%.

However, Howard and Wyndham, a London broker and institutions that control about half of Northern’s shares were expected to meet with WB/7 execs in London late last week to
pursue the WB/7 interest in Northern Howard & Wyndham is believed to have a 4% stake in NS.

WB/7’s official comment on the matter is that Atlantic had received an “inquiry” on the possibility of a deal. Ahmet Ertegun, president of Atlantic, said he had responded to this with a request for “facts concerning the status of Northern Songs in order that Atlantic Records might determine what its interest, if any, might be.”

The definite stock acquisition plans of the Beatles are to obtain another 20% interest in NS via a $5.10 tender offer in cash. The Beatles offer was in response to ATV’s tender offer of
$4.44 a share in cash and stock.

Control of NS is greatly strengthened by the agreement of Lennon & McCartney to write at least six songs for the company each year for the next four years.

From CashBox Magazine – May 17, 1969
From CashBox Magazine – May 17, 1969

The battle for ownership of Northern Songs, publishers of Beatledom, has assumed further complex intricacies. The latest development indicates a possible bid from Warner Brothers-Seven Arts, following a meeting between Ahmet Ertegun, president of the Warner subsidiary Atlantic Records, and Peter Donald, chairman of Howard and Wyndham, the theater group. This company, together with other various stockbrokers and institutions, controls a 15% block of Northern shares, a possible doorway for WB through which it could storm the Northern citadel. Associated TeleVision, the original bidders, hold 35% and is claiming favorable response to its offer that brings it near the 50% mark, The Beatles, anxious to obtain control of their publishing outlet, have just over 30%, and are seeking a further 20%. The Triumph Investment Trust with 4.5% is fence sitting at present. ATV has stated that if it fails to win control acceptances will be returned and it will accept the Beatle offer for two-sevenths of its shares and sell the remainder. The WB strategy, assuming it acquired the 15% of Northern stock held by the Howard and Wyndham grouping, could proceed to ultimate control of Northern by a deal with ATV or the Beatles or both David Platz of Essex Music. who has said that he will accept an invitation to join the Northern board of directors if the Beatle bid is successful, has denied entertainment industry estimates that his projected association with Northern and Apple could be worth €500,000 annually to Essex. Meanwhile, the Beatles are reported to have rescued Britain’s leading underground weekly newspaper by providing its printers with a £2,000 indemnity against any possible legal action.

From CashBox Magazine – May 24, 1969
From CashBox Magazine – May 24, 1969

NEW YORK — Associated Television has apparently won its bid to gain control of Northern Songs. the company populated by the Lennon-McCartney catalog.

For a while last week it seemed that ATV had failed to achieve victory, since its tender offer to shareholders reached deadline on Friday, May 16, with no a appreciable increase in its 36% interest. The Beatles themselves failed to gain more than 3% more of their 30% holdings at their tender offer deadline last Monday (19).

However, ATV has evidently obtained at least a 50% share in the music publisher via Howard & Wyndham theatre chain and a group of institutional investors, according to Lew Grade, ATV head. It’s understood that the Beatles have been offered a seat on the Northern board of directors. The Beatles’ Lennon-McCartney have a writers contract with Northern that runs until 1973, with four songs a year expected of the duo.

From CashBox Magazine – May 31, 1969
From CashBox Magazine – May 31, 1969

The lengthy and involved takeover tussle for Northern Songs ended May 19th with total victory denied to the two protagonists, Associated TeleVision and the Beatles. ATV finished with 36% of Northern stock, and the Beatles lagged behind at 30.3%. However, ATV has formed an alliance with a consortium of brokers representing amongst other the Howard and Wyndham theater group with a 15% holding, and the new allies simultaneously decided not to accept the Beatles’ partial 42 shillings and six-pence cash bid. Six new members will now join the Northern Songs board. Four will represent ATV, one the consortium and one will be nominated by the Beatles. The latter director is thought likely to be David Platz, although the Essex Music chief has said he would only join the Northern board if the Beatles won control. The Beatles have named Allen Klein as their business manager under a one-year contract of undisclosed terms, thereby filling a vacancy that has existed since the death of Brian Epstein. Klein has already been investigating and reorganising the group’s Apple Corps operation.

The Beatles are claiming in the High Court that more than £900,000 in a bank account should be paid to them. The money comprises record royalties paid into the account by EMI Records, and the Beatles’ claim is being disputed by Nemperor Holdings and the Triumph Investment Trust. EMI had been a party to the proceedings, but the action against that company has been stayed. The case will be heard this month.

From CashBox Magazine – June 7, 1969
From CashBox Magazine – June 7, 1969

On May 23, the new board of Northern Songs was announced. Dick James remained the managing director of the company and Charles Silver remained chairman of the board. The Beatles were invited to nominate a board member but declined.

The troubled waters around Northern Songs are subsiding as ATV and the consortium that joined with it to defeat the bid by the Beatles select Northern’s new board of six directors under the chairmanship of Northern managing director Dick James. ATV has nominated its finance director Jack Gill and Louis Benjamin, managing director of its subsidiary Pye Records, the consortium has named Ian Gordon of Constellation Investments, and Northern chairman Emanuel Silver is another director. No Beatle nomination has yet come forth from Apple, but David Platz of Essex Music is still the prime favorite to represent the foursome in what is still an inconclusive and uneasy situation.

From CashBox Magazine – June 14, 1969
From CashBox Magazine – June 14, 1969

This was not the end of the Northern Songs saga, as throughout the summer and into the autumn of 1969, ATV and The Beatles each explored ways to gain a majority stake (above 50%) in the company.


The Northern Songs saga prompted Paul to write the song “You Never Give Me Your Money“, released on the album “Abbey Road.

Allen Klein and Dick James, who sold our publishing in Northern Songs without giving us a chance to buy the company, were both hanging around in the background of this song. All the people who had screwed us or were still trying to screw us. It’s fascinating how directly we acknowledged this in the song. We’d cottoned on to them, and they must have cottoned on to the fact that we’d cottoned on. We couldn’t have been more direct about it.

Paul McCartney – From “The Lyrics: 1956 to the Present” book (2021)

Last updated on February 26, 2022

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