Maxwell Communication Corporation plc History

Company History:

Maxwell Communication Corporation plc (MCC) was formerly one of the world's ten largest media groups, with interests in information services and electronic publishing, school and college publishing, language instruction, and reference book and professional publishing. An aggressive, controversial player in the international business world throughout its history, the company's dissolution in the early 1990s was an astonishing one. The mysterious death of MCC's founder and chairman, Robert Maxwell, in 1991 triggered one of the most spectacular corporate collapses in modern-day business history.

Maxwell was born Jan Ludvik Hoch in the village of Slatina Solo in the Czechoslovakian province of Ruthenia in 1923. His family was part of the prewar Hungarian Jewish community that had lived in this region since the 16th century. After the outbreak of World War II, Maxwell succeeded in escaping to the United Kingdom, where he enlisted in the British army. By the end of the war he had been promoted to the rank of captain and had been awarded the Military Cross for bravery. In 1946 Maxwell became a naturalized U.K. citizen. Most members of Maxwell's family in Ruthenia were victims of the Holocaust.

The origins of MCC can be traced to Maxwell's early postwar career in occupied Berlin. Shortly after the war Maxwell made contact with Ferdinand Springer, who before the war had been Germany's leading publisher of scientific books. Maxwell agreed to act as Springer Verlag GmbH & Co. KG's representative outside Germany. Maxwell's new U.K. company, European Periodicals, Publicity and Advertising Corporation (EPPAC), was granted the exclusive worldwide distribution rights for Springer's journals and books. In 1949 Maxwell helped form a new company called Lange, Maxwell & Springer (LMS) in which the Springer interests took a 49 percent stake. LMS took over the distribution of Springer's books outside Germany on behalf of EPPAC.

A year earlier Springer Verlag had formed a joint venture with the British publisher, Butterworth & Co. (Publishers) Ltd., under which LMS would distribute Springer's scientific journals for them. This venture proved to be unprofitable. In 1951 Maxwell bought Butterworth's stake in the joint venture. Maxwell also acquired half of the German interest in the joint venture, thus gaining 75 percent of the company. The former joint venture was renamed Pergamon Press Ltd. In 1954 Maxwell was forced to break with Springer. He agreed to dissolve LMS and operate under the name I. R. Maxwell & Co. Ltd. Springer gave Maxwell exclusive rights until 1959 in the British Empire, France, China, and Indonesia. Maxwell broke completely with Springer at the beginning of 1960.

In the meantime, Maxwell had decided to transform Pergamon into a major world publisher of scientific journals. By the end of 1957 Pergamon was publishing over 100 journals and books. In 1961 Maxwell sealed a five-year agreement with Macmillan Inc. of New York for the exclusive distribution of Pergamon books. The arrangement was terminated in August 1964 because of disappointing sales. In July 1964 Pergamon became a public company, although Maxwell retained majority control. In the following several years, Pergamon acquired a number of diverse publishing firms and merged its encyclopedia interests with the encyclopedia subsidiary of the British Printing Corporation (BPC). The new joint venture was called International Learning Systems Corporation Limited (ILSC).

In January 1969 Maxwell reached an agreement with Saul Steinberg, chairman of Leasco Data Processing Equipment of the United States, whereby Leasco would launch a formal bid for Pergamon subject to Maxwell's permitting a team of accountants appointed by Leasco to have full access to all of the Pergamon business records. Maxwell was to become president of Leasco's European division. On August 21 Leasco withdrew its bid because of doubts about Pergamon's accounts and ILSC. Maxwell disputed Leasco's right to take this course of action and had the dispute referred to the Takeover panel. On August 27 the panel decided Leasco had the right to withdraw and recommended a full Board of Trade inquiry over the objections of Maxwell. A shareholders' meeting was called at Pergamon for October 10. The meeting voted to dismiss Maxwell as company chairman and remove him from the board. Leasco gained control of Pergamon with 61 percent of the vote. However, Leasco decided not to proceed with its takeover bid, but retained its 38 percent stake in the company.

Maxwell retained control of Pergamon's U.S. subsidiary, Pergamon Press Inc. (PPI), even though the U.K. parent company controlled 70 percent of its stock. In April 1971 he reached an agreement with Leasco over PPI, thus ending their dispute.

In July the Board of Trade issued its report on Pergamon. The board alleged that there had been irregularities in the accounting practices of the company, and in particular in its subsidiary, ILSC. It concluded that "notwithstanding Mr. Maxwell's acknowledged abilities and energy, he [was] not in [their] opinion a person who can be relied on to exercise proper stewardship of a publicly quoted company." Stung by the report, Maxwell unsuccessfully took legal action to get the report overturned.

Frustrated in his attempts to regain full control of Pergamon, on January 9, 1974, Maxwell launched a £1.5 million takeover bid for Pergamon. On January 23 he won the support of Pergamon's board, and by late February Reliance (formerly called Leasco) had agreed to sell its 38-percent holding in Pergamon to Maxwell for £0.12 a share, receiving just over £600,000 in return for its original £9 million investment. Maxwell's new U.S. company, Microform International Marketing Corporation, now owned 90.7 percent of Pergamon. Maxwell subsequently purchased the remaining Pergamon shares. By 1977 Pergamon's sales had risen from £7 million to £20 million and its net annual profits had increased from £27,000 to £3.3 million.

In 1980 Maxwell began a major expansion program. He began to purchase shares in the once-powerful British Printing Corporation, his former partner in ILSC. BPC had been formed in February 1964 from the merger of Purnell & Sons Ltd. with Hazell Sun Ltd. Purnell & Sons had been established in 1849. In July 1980 Maxwell launched a dawn raid--the acquisition of a large number of shares--on BPC and acquired 29.5 percent of its shares. In February 1981 Maxwell launched a takeover bid for BPC with the agreement of the National Westminster Bank, BPC's most important creditor. Later in the month the Pergamon Press agreed to inject £10 million into BPC in return for a controlling interest in BPC. Maxwell became deputy chairman and chief executive of BPC. By May of 1981 Pergamon owned 77 percent of BPC and Maxwell had become chairman.

Maxwell battled early and often with the BPC trade unions. Although the trade unions signed an agreement with Maxwell to reorganize working practices as part of his survival plan for BPC the workers at the Park Royal printing works conducted two years of strikes between 1981 and 1983. BPC closed facilities and transferred production as part of this struggle and took full advantage of the trade union reforms introduced by the Thatcher government during the 1980s.

Maxwell changed BPC's name to the British Printing and Communications Corporation (BPCC) in March 1982. This change reflected his wish to expand into areas such as cable and satellite television, computers and data banks, electronic printing, and communications high technology that were being developed in the 1980s. In 1984 he became the publisher of the United Kingdom's Mirror Group Newspapers Ltd. In 1986 Maxwell began a further expansion of BPCC. He began with the takeover of Pergamon's crown jewels, its 361 scientific journals, for £238.65 million in March of 1986. In October 1987 BPCC changed its name to Maxwell Communication Corporation; the name BPCC was reassigned to one of MCC's subsidiaries. In December MCC completed another "reverse takeover," this time of Pergamon's books division for £100 million.

In 1987 Robert Maxwell attempted to transform MCC into a major publisher in the United States as part of his plan to make the company one of the top ten international media and communications corporations. At that point the company already had publishing businesses in more than 15 countries. In May 1987 Maxwell launched a US$2 billion hostile cash bid for Harcourt Brace Jovanovich (HBJ), the leading American publisher of school textbooks. HBJ responded with a comprehensive US$3 billion recapitalization plan in order to defend itself against MCC. MCC pursued legal action in support of its takeover bid for HBJ. The failure of several lawsuits in the U.S. courts, however, led the company to withdraw its takeover bid in late July. Maxwell also failed in 1987 with his bid to acquire 50 percent of Bell & Howell, the U.S. educational publisher and manufacturer of information storage equipment.

On July 21, 1988, MCC launched a bid for Macmillan Inc., a large U.S. publishing group. Macmillan and its attractive assets became the object of a bidding war eventually won by MCC after three months of struggle. On November 4 MCC acquired Macmillan for US$2.6 billion--about $1 billion more than the company was generally thought to be worth. A few days earlier MCC had also acquired the Official Airline Guides division (OAG) of Dun & Bradstreet, a leading provider of airline schedule information and related services in North America, for $750 million.

In order to finance MCC's huge U.S. acquisitions, Maxwell abandoned most of the printing side of MCC's business to concentrate on publishing. In January 1989 MCC began to dispose of over US$1.4 billion worth of MCC's printing and noncore subsidiaries. In September 1989 MCC secured US$3 billion in medium-term debt to refinance the borrowings taken on at the time of the purchase of Macmillan and OAG. MCC used some of the borrowings to acquire Merrill Publishing, the U.S. educational books group, for $260 million in the same month. At the same time MCC's disposals continued with the flotation of 44 percent of Macmillan's former language instruction subsidiary, Berlitz International, in December 1989, raising $130 million. An agreement was made at the end of March 1991 to sell Pergamon Press to Elsevier for £440 million. The company's efforts to reduce its debts, which had reached serious proportions, continued into the beginning of the next decade.

Maxwell Communication Corporation's debt load, exacerbated by its appetite for acquisition and expansion as well as the economic climate, was known to be significant. But it was not until Maxwell's death in November 1991 that the true dimensions of MCC's fiscal sickness became known.

The recession, coupled with widespread skepticism among brokers about the ability of MCC to pay its debt, depressed the company's share price. Maxwell thus set in motion a series of increasingly desperate maneuvers to push the stock price back up. He bought massive amounts of MCC stock, which he was using as credit collateral, via a plethora of trusts and holding companies owned or controlled by Maxwell family concerns. He also raided the bank accounts and pension funds of MCC and Mirror Group Newspapers Ltd., his other publicly traded company, to make further purchases of MCC stock, all to no avail. Estimates of the amount stolen by Maxwell from his public companies now range as high as $1.4 billion.

On November 5, 1991, Maxwell was found dead, floating off the stern of his yacht. Creditors, already suspicious of MCC's fiscal health, soon discovered that the company was in utter financial ruin. Authorities are engaged in sorting through the labyrnthine remains. MCC was placed under the joint administration of United States and English bankruptcy courts acting with the help of Price Waterhouse. Of MCC's subsidiaries, Macmillan and Official Airline Guides are likely to be sold more or less intact by the bankruptcy administrators. MCC itself was hopelessly insolvent and will be liquidated to repay some of its $2.5 billion in debt.

Source: International Directory of Company Histories, Vol. 7. St. James Press, 1993.

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