Battle of the 20th Century

Charles Green is a New York appliance wholesaler with a talent for proxy fights. In his first fight in 1949, he won control of Minneapolis' & St. Paul's Twin City Rapid Transit Co. with the help of such people as Nightclub Proprietor Isadore Blumenfeld (alias Kid Cann), a wealthy Minneapolis hoodlum with a record of 30 arrests. Later, Green squabbled with his associates and sold out his stock in Minneapolis Transit at an estimated $100,000 profit. In 1951 Green went after the management of United Cigar-Whelan Stores because they had not been paying dividends, succeeded in taking over the company (TIME, Oct. 15, 1951). But the profit & loss sheets since then have shown no startling improvement.*

Last week Green drew a bead on a new target: 20th Century-Fox Film Corp. As spokesman for about $600,000 of the company's stock (which at current market prices represents about 40,000 shares), he charged President Spyros Skouras and Production Boss Darryl Zanuck with "false and fictitious expenses" and "gross mismanagement," filed a lawsuit to break their contracts with the company. Under the contracts, Zanuck is paid $260,000 a year and Skouras $250,000. The contracts also provide for payments of $750.000 to Zanuck's estate and $250,000 to Skouras' if either dies before the contracts expire.

Presumably, part of the gross mismanagement occurred last summer when Green and his wife were refused permission to tour the Fox lot. He was also mad about the decline of Fox stock and Fox dividends (from $4 in 1946 to $1 last year). However, Green ignored the fact that Zanuck was one of the chief reasons for Fox's success. And as Skouras pointed out in a report last month, since he became president in 1942, Fox has paid $24.25-a-share dividends--more than its current market price.

But even before he filed his suit Green raised such a rumpus that Skouras agreed to his demand for five new men on the ten-man 20th Century board to represent minority interests," provided that they were well-known businessmen. When Green presented a slate of names, Skouras said he had never heard of them, refused to seat them. Green also tried to make a deal with Zanuck, promising him the presidency if he would help to oust Skouras. Zanuck turned him down, said the suit could only be actuated by a desire of reprisal . . ." So Green squared off to try to get control of the company at the May 19 stockholders' meeting.

Since Zanuck and Skouras control about 200,000 shares between them (o 2,769,486 outstanding), they would ordinarily have no trouble defeating Green. But cumulative voting for directors, which increases each stockholder's vote by the number of directors to be elected and allows the votes to be cast for one or more directors instead of for an entire slate, gives Green a chance to win some seats on the board. To block him, the company has called a special stockholders' meeting for May 5 to amend the bylaws in order to eliminate cumulative voting. Said Green: "This fight ... is going to cost the company a lot of money."

* In the first three quarters of 1951. United Cigar-Whelan had a profit of $350,000. In the last quarter, after Green's forces took over, the inventory was written down to such an extent, supposedly because many of the items were "unsalable" or "unsuitable," that the company reported a loss of $810,000 for the year. In 1952, the company said it made $721,000 v. $610,000 in the last full year under the old management.

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