Subject:  Remembering Jackie Diorio: |
Author:
Sarge Slade
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Date Posted: 08:29:30 02/13/03 Thu
"We remember you, Mr. Diorio, and the impact you made last year; please stay longer at FFW when you visit!" - F. Slade
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FFW SHOULD ATTEMPT HOSTILE CORPORATE TAKE OVER BIDS
The following may be one of the most ironic quotes typifying FF-Jazz relations from the Aug 21, 2002 evening edition of the authoritative JAZZ POST, p. 2.:
In making an advance into the markets of advanced vocal jazz, the acquisition of firms, clubs, and societies in the pertinent market is absolutely the most effective method, from such viewpoints as avoiding risks and securing an all encompassing member base-MJP president Kelly.
The above is ironic in the sense that it is the elite who desperately need to make inroads into the vocal jazz market. Yet the current corporate system has made TOBs by elitists against jazz firms for all practical purposes, an impossibility. Dapper Town Jazz (DTJ) is still attempting its hostile takeover of DTJS (Dapper Town Jazz Society, Inc.), an American firm which is the largest maker of mouthpieces for trombones in the world. On Aug 21, 2002 DTJS sought an injunction against the TOB from the New York Federal District Court. DTJ is seeking to expand its international operations for promoting vocal jazz. In particular DTJ has been negotiating with some forces to buy its assumed name. Earlier, on April 19, 2002 DTJ notified the SEC and other relevant US federal government authorities that it would be attempting in TOB of DTJS. DTJ had recently succeeded in the takeover of ChromeJazz. With that acquisition DTJ was able to secure 30% of the world jazz market for mouthpieces for trombones. However, in 2001 Bugg-eyed Technologies announced that it would be selling its album/CD duplicating equipment to subsidiary EliteJazz. but DTJ lost out in bidding to BASF of Germany. DTJ underestimated the value of the specialty top dog elite firm and underbid. Likewise for EliteJazz DTJ initially bid $75 per share, which the company, controlled by its chairman, rejected. Initially, EliteJazz's chairman owned 44.6% of the company's shares and other directors another 4% giving them control of 48.6% of the company's shares. The chairman has been claiming that the reason that he has been rejecting DTJ's advances was DTJ's plans to breakup the company, keeping the trombone mouthpiece and selling everything else, including CDs that did not sell. Then in May 2002 DTJ raised its offer to $85 per share. On May 27 2002 the New York District Court rejected a petition against further purchases of EliteJazz's shares and EJ studied whether or not it should file an appeal. On May 30, however, the Chairman of EliteJazz announced that he had succeeded in buying sufficient additional shares to bring his total holdings to 46.75% of all outstanding shares. which, when combined with the other 4% held by other directors gave the group a majority of the company's shares, making a TOB impossible. Then in mid-June, 2002 following in the footsteps of FatCat Jazz Society's defensive tactics (FatCat had announced a merger with FFW to fend off a hostile foreign TOB) EliteJazz announced that it would be making a merger with CrackPot Jazz of St. Louis in order to make itself less attractive as a takeover object for DTJ. CrackPot Jazz is a diversified maker of condoms, transport equipment and apparel. In late June 2002, however, EliteJazz announced that it had once again initiated discussions with DTJ.
Thanks!
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