The Beatles' Companies
NORTHERN SONGS. |
| Formed in February 1963 with directors Brian Epstein and Dick James. Initial share capital of £ 100 in £ 1 shares. These were divided into "A" shares with 49 owned by James and "B" shares, with 19 owned by Lennon, 20 by McCartney and 10 by NEMS Enterprises Ltd. The company was restructured prior to February 1965. By that time, all the shareholders had cashed part of their holdings. Lennon and McCartney each recieved £ 94,270 and were left holding 15%. The shares they cashed were floated publicly in January at 7/9d. During the restructuring, the shares had been increased to 7,500,000 at 2/- each. This gave the company a value of £ 2,718,750. |
| Apart from John and Paul's 15% holdings, Dick James Music held 7%, his family held 15%, Emmanuel Charles Silver (co-director of DJM, who was also chairman of Northern Songs Ltd.) held 15% and NEMS Enterprises held 7%. George and Ringo held 1.6% between them. Although the balance of power would seem to have been equal, the contractual arrangements bound John and Paul to Northern until 1973. |
| The early songs published by Northern were channelled through the company, Lenmac Enterprsies Ltd., which John and Paul sold out to Northern for £ 142,000 each. This sale seems to have included copyright. From the time of the floatation all songs were assigned to Northern through the company, Maclen (Music) Ltd. Monies were divided on a 50-50 basis on 90% of gross takings with Dick James taking 10% of gross for management. |
| Therefore, Dick James was given first bite of the pie with 10%, Maclen (Music) Ltd. took 50% of the remainder and the left overs were given to Northern from which John and Paul each took 15%. [Once Apple was created it took over 20% of Maclen (Music) Ltd., with the remaining 80% being split evenly between John and Paul.] Maclen (Music) Ltd. was bound to provide Northern Songs with at least 6 songs a year. In effect, over 8 years, they provided more than 100. |
| Outwith the U.K., different contracts existed to cover the exclusive rights of Maclen Music Inc. for the territories of the U.S.A., Canada, Mexico and the Phillipines. There were also other contracts with companies in France, Australia and elsewhere. The core to the relationship between Maclen and Northern was the fact that Maclen assigned the copyright of songs to Northern in return for royalty payments. John and Paul were deriving an income but Northern had control of their songs and that fact is the key to how The Beatles lost the rights to their own songs. |
| Within days of Allen Klein becoming The Beatles' manager, Dick James sold his shares in Northern Songs to Sir Lew Grade and ATV music for 35/- per share. When the offer was made, Dick James visited Lennon and McCartney at Paul's house to explain his situation. Both the Beatles were angry at what they considered a betrayal, even although it provided them both with substantial amounts of cash. Lennon and McCartney launched a counter bid for Northern Songs of 42/6d a share but the large institutional investors preffered a deal with ATV. At the time of the bid, John held 650,000 shares, while Paul held 750,000 [the difference in holdings arose from the trust John set up at the time of his divorce for Cynthia and Julian]. Both John and Paul netted more than £ 1,000,000 from the deal. |
| Although the press assumed that this was the end of The Beatles control over their own songs, it has to be remembered that Northern was nothing more than the distributor for Maclen (Music) Ltd., which would continue to provide The Beatles with an income from their songs regardless of who controlled Northern. |
| Over the years, there were a number of disputes and High Court actions involving ATV and The Beatles. However, the two managed to establish a working relationship to the degree that both Lennon and McCartney signed solo contracts with ATV Music through their respective companies. Eventually, ATV became a subsidiary of Associated Communications Corporation, which was itself the subject of a takeover battle, coming under the control of Robert Holmes A'Court, who then sold ATV Music to Michael Jackson. |
| Documents at Companies House show that Jackson arranged a $ 30,000,000 (US) loan from Chemical Bank to facilitate the purchase before transferring the ownership of Northern Songs to Nassau in the Bahamas, where two bankers were appointed to the board. The whole ATV group was aquired (including Bruton Music Ltd., ITC Filmscores Ltd., Marble Arch Music Ltd., and the long established publishers, Lawrence Wright Music Co. Ltd.). There is no clear documentation of the total price paid, although press reports indicate £ 34,000,000. The annual returns and company accounts filed in the years prior to Jackson's takeover give the annual turnover of Northern Songs Ltd.: |
1978. £ 2,637,161.
1979. £ 2,953,206.
1980. £ 2,305,089.
1981. £ 2,278,017.
1982. £ 2,920,039.
1983. £ 3,358,455.
1984. £ 2,081,833.
1985. £ 942,010.
| In the period prior to Michael Jackson's purchase of Northern Songs Ltd., care was taken in the accounts to explain where the income originated. This had never happened when Northern was merely a subsidiary of ATV, which shows that the company accepted that its value came primarily from The Beatles songs. In the fifteen month period up to 30:06:83, the sources of income are as follows: |
UK Mechanical. £ 647,886.
UK Performance. £ 199,901.
UK Lyric. £ 1,144.
UK Sheet Music. £ 176,028.
Stage/Box Office. nil.
Foreign. £ 2,333,496.
| Mechanical relates to income from UK recording companies, either for Beatles recordings of songs written by members of the group, or cover versions by other artists. Performance relates to Performing Right Society payments and Sheet Music is self explanatory. |
| Unfortunately, Foreign could cover almost anything. It might explain, however, why the remarks were made in the original floatation document relating to the U.S., Canada, Mexico and the Phillipines. Whatever the reasons behind the intricate web of companies and subsidiaries, (other than the making and saving of money) with Dick James, Brian Epstein and John Lennon all dead, we may never fully unravel the truth. All remaining disputes were settled in the seventies. Since then, there has been a clear division between the accumulated wealth of the group and their future earnings. |
| The Beatles themselves seem unable to untangle themselves from the complexities. On 7:11:89, Messrs McCartney, Harrison and Starr signed a formal agreement with Yoko Ono sharing dividends, directors fees, promotional fees or "any other remuneration" equally between them without them all having to be members of Apple Corps Ltd. This agreement was lodged at Companies House. |
Maclen (Music) Ltd.
| Although it is obvious that Maclen (Music) continued to represent an important part of Lennon and McCartney's financial affairs, there is no indication in the accounts as to what income is derived from, or remitted to Maclen Music Ltd. or Inc. |
| Maclen (Music) Ltd. was formed 4:02:65 with a share capital of £ 100. Only five shares have ever been issued. Two are held by Paul McCartney with another two now being held by Yoko Ono. The fifth is held by Apple Corps Ltd., with which Maclen has a management agreement. various references in the accounts of Maclen (Music) Ltd. and Apple Corps Ltd. make it clear that Paul McCartney has in the past tried to change the agreement between Maclen and Apple. The disputes have been settled on 29th December 1974 and 15th January 1975. The latter settlement agreed the validity of the first and saw Maclen pay £ 1,600,000 to Apple (£ 792,071 in respect of administration and management fees and £ 857,929 in respect of termination). |
Apple Corps Ltd.
| In the annual report of Apple Corps Ltd. for the year ended 31:12:74, it was stated: "By an order of the High Court dated 31:12:74, the partnership of The Beatles was dissolved from that date. Under the terms of an agreement between all partners of The Beatles & Co. dated 29:01:74, an 80% interest in all future income from Beatles group recordings is vested in the company". |
| The report also states that Apple Corps was a party to a partnership agreement with Messrs. Harrison, Lennon, McCartney and Starr for the purpose of exploiting and publishing the services of The Beatles as entertainers. |
| Apple was entitled to 80% and the individuals 5% each of the profits. By an agreement dated 29:12:74, involving all parties, it was stated that the partnership would be dissolved. It was agreed that income arising from recordings by the named individuals received prior to 1:10:74 be treated as income of the partnership and thereafter as the income of the individual concerned. From the formaton of the company, the individuals have devoted the majority of their activities to creative matters and the promotion of those creative efforts. They have not been actively involved in the financial affairs of the company which have been handled by their personal managers, business managers and management companies. To that end, only Yoko Ono remains a director of Apple Corps, the other shareholders leaving themselves free to devote their time to creative works. They are thus exempt from the disclosure requiremnets of the 1985 Companies Act. |
| The other listed directors are: |
| Dennis James O'Brien, 26 Cadogan Square, London. SW1. [Representing George Harrison]. He is also a director of Apple Publicity Ltd., Apple Electronics Ltd., Apple Films Ltd., Apple Management, Apple Publishers Ltd., The Beatles Ltd., Python Music Ltd. and Subafilms Ltd., as well as being director of George's solo companies: Handmade Films (Productions) Ltd., Handmade Films (Distributors) Ltd., and the charity, The Material World Charitable Foundation Ltd. |
| John Linder Eastman of 39 West 54th Street, New York. [Representing Paul McCartney]. Paul's brother-in-law is also director of Apple Publicity Ltd., Apple Electronics Ltd., Apple Films Ltd., Apple Management, Apple Publishers Ltd., The Beatles Ltd., Python Music Ltd., and Subafilms Ltd. as well as Maclen (Music) Ltd. and Paul's solo companies, MPL Communications, MPL Productions Ltd., MPL Music Ltd., MPL Pictures Ltd., McCartney Music Ltd., McCartney Pictures Ltd., McCartney Productions Ltd., McCartney Publishing Ltd., Kidney Punch Ltd. and Wings Music Ltd. |
| Hilary Lester Gerrard of Mille Fiori, Block B (16 etage), Rue des Genets, Monte Carlo. [Represents Ringo Starr, who at one time established tax exile status by living in Monte Carlo] is also a director of Apple Publicity Ltd., Apple Electronics Ltd., Apple Films Ltd., Apple Management, Apple Publishers Ltd., The Beatles Ltd., Python Music Ltd. and Subafilms Ltd., as well as Ringo's solo company, Startling Music. |
| Yoko Ono holds directorships in Apple Publicity Ltd., Apple Electronics Ltd., Apple Films Ltd., Apple Management Ltd., Apple Publishers Ltd., The Beatles Ltd., Python Music Ltd. and Subafilms Ltd., as well as Maclen (Music) Ltd., Lennon Productions Ltd. and Ono Music Ltd. |
| Apple Corps Ltd's company secretary is Standby Films Ltd., a company run by The Beatles' former road manager, Neil Aspinall, from his home at 49, Waldergrave Park, Twickenham. [It should be remembered that prior to working for The Beatles, Aspinall was a trainee accountant]. Aspinall has also been described as managing director of Apple Corps Ltd. It is a £ 100 company with its capital allocated as follows: |
25 shares: Yoko Ono Lennon.
25 shares: George Harrison.
25 shares: J. P. McCartney.
25 shares: Richard Starkey.
| Apple Corps Ltd. provides the key to many of the mysteries surrounding the dissolution of The Beatles partnership as the companies annual reports are available for more than 25 years. |
| Throughout the turmoil involving Paul's leaving of The Beatles and the 1974 settlement of his financial dispute, many have assumed this marked the end to the contractual relationship between the group members. This is far from the case. |
| Apple Corps Ltd. is a holding company. It was disclosed in the 1983 annual report that there are two intermediate holding companies as well: Apple Corps SA of Switzerland and Apple Corps Inc of the U.S.A. No activities, interests or income of the Swiss company has been disclosed. In the annual report, the company is listed as the first of seven subsidiary companies of Apple Corps Ltd. The others are (in order): Apple Corps Inc. (which is parent compnay to) Apple Records Inc. (California), Apple Records Inc. (New York), Apple Music Publsihing Co. Inc., Apple Films Inc.. The seventh company listed is Python Music Ltd., a subsidiary of Apple Corps Ltd. which also has a 20% beneficiary interest in Maclen (Music) Ltd. and a 23.9% beneficiary interst in Subafilms Ltd. Apple Corps Inc. would seem to make a slight loss most years. |
| Its accounts for the trading period ending 30:06:86 are enclosed at Companies House with those for Apple Corps Ltd. for the year ended 31:01:87. These accounts show an accumulated defecit of $ 2,112,653 (US). The following statement appears attached to the accounts: "No disclosure is given in respect of turnover and group profits arising from each geographical area and activity as the directors believe this would be prejudicial to the interests of the group". In that year's report the connection between Apple Corps Inc. and Apple Corps Ltd. has been changed. Apple Corps Inc. had "become a wholly owned indirect subsidiary of Apple Corps Ltd, a United Kingdom company, and is affiliated (through common shareholders) with a number of other United Kingdom and other companies". It can be assumed, therefore that Apple Corps Inc. may be a subsidiary of Apple Corps SA which may be a subsidiary of Apple Corps Ltd. |
| This would allow the relevant companies to make any payments required by their directors to anyone, anywhere. It is probably because of this that the accounts for Apple Corps Inc. are not included with Apple Corps Ltd., even although they are lodged at Companies House: |
Year. Turnover. Profit After Tax. Retained Profits. ---------------------------------------------------------- 1969. £ 1,743,808. £ 491,679. £ 1,493,884. 1970. £ 4,349,000. £ 1,385,659. £ 2,879,543. 1971. £ 2,443,182. £ 696,057. £ 3,575,600. 1972. £ 1,688,419. £ 472,495. £ 4,048,095. 1973. £ 3,210,232. £ 753,755. £ 4,801,850. 1974. £ 3,759,127. £ 175,444. £ 4,793,568. 1975. £ 2,540,979. £ 261,075. £ 4,276,638. 1976. The accounting period was varied - no records. 1977. £ 4,071,900. £ 1,389,841. £ 2,886,797. 1978. £ 3,564,861. £ 1,793,115. £ 4,679,912. 1979. £ 4,222,397. £ 2,214,062. £ 6,758,974. 1980. £ 4,305,769. £ 1,441,052. £ 8,200,026. 1981. £ 3,817,021. £ 584,488. £ 8,184,514. 1982. £ 6,315,060. £ 1,031,681. £ 8,466,195. 1983. £ 4,597,209. £ 873,548. £ 8,639,743. 1984. £ 2,249,161. £ 625,842. £ 5,931,877. 1985. £ 2,088,407. £ 85,842 loss. £ 5,566,230. 1986. £ 1,578,404. £ 678,817 loss. £ 4,617,413. 1987. £ 1,809,360. £ 1,278,726 loss. £ 3,238,687.
| Some clue may be obtained as to the way Apple structures its business from a note in the 1979 accounts of Apple Corps Ltd.: "The company's investments in subsidiaries is included in the accounts at 31:01:79 at cost less preliminary expenses written off and provision amounting to £ 8,045". |
| Also in the annual report for the year ending 31:12:79, are full details of The Beatles settlement of their dispute with Allen Klein after he had negotiated increases to their royalties: |
| "In 1973, a dispute arose between the Company and ABKCO Industries who acted as business managers of the Company and its subsidiaries from 8:05:69 to 31:03:73 as to the validity of an agreement underwhich ABKCO claimed commission on certain past and future income of the Company and of the partnership, The Beatles & Co. The amount claimed by ABKCO as payable by the Company on its income and on the income of the partnership amounted to £ 1,035,099 in respect of the year ended 31:12:70 and £ 86,067 in respect of years prior to 31:12:70. £ 837,113 had been paid to ABKCO by the Company or on ts behalf. This dispute was settled by an arrangement dated 8:01:77, under which it was accepted that amounts already paid to ABKCO by the Company or on its behalf should be retained by ABKCO and that a further payment of £ 2,912,664 should be made by the Company to ABKCO". |
Beatles U.K. Companies
| Apple Films. Apple Publishing. Python Music. Subafilms. Singsong. |
Beatles Foreign Companies
| Apple Corps (Austalia) ; Apple Corps (Canada) ; Apple Corps (France) ; Apple Corps (Germany) ; Apple Corps (Italy) ; Apple Corps (Netherlands) ; Apple Corps. (Switzerland). |
Beatles Companies Registered In New York
| Apple Corps. ; Apple Electronics ; Apple Films ; Apple Music ; Apple Records. |
Beatles Companies Registered In California
| Apple Music ; Apple Records ; Python Music. |
Solo Companies
| Bag Music ; Harrisongs ; Joko Music ; Startling Music. |
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