the maximum profits which any transaction could be devised to show. Furthermore, in reporting to shareholders and investors, he had a reckless and unjustified optimism which enabled him on some occasions to disregard unpalatable facts and on others to state what he must have known to be untrue.…
We regret having to conclude that, notwithstanding Mr Maxwell’s acknowledged abilities and energy, he is not in our opinion a person who can be relied upon to exercise proper stewardship of a publicly quoted company.
Even before that excruciating judgment was published, most City players had deserted Maxwell or refused his business. Ostracized, he did not begin to shrug off his pariah status until July 1980, when he succeeded in his take-over bid for the near-bankrupt British Printing Corporation (partly financed by the National Westminster bank). Within two years, his brutal but skilful management had transformed Britain’s biggest printers into a profitable concern, laying the foundations for his purchase of the Mirror Group in 1984.
Building on that apparent respectability, the financial community had cast aside their doubts and contributed to the Jumbo Loan. Among his closest advisers were Rothschilds, his bankers, who had shunned him after 1969; his accountants were Coopers and Lybrand, one of the world’s biggest partnerships; and among his lawyers was Bob Hodes of Wilkie Farr Gallagher, who had led the litigation against him in 1969. For Hodes, a scion of New York’s legal establishment, Maxwell had become ‘a likeable rogue who appeared to enjoy the game’. Like all the other professionals excited by the sound of gunfire, Hodes was confident that he could resist any pressure from Maxwell to bend the rules.
A celebration lunch when the Jumbo Loan had been rearranged was held at Claridge’s on 23 October 1989 by Fritz Kohli, of the Swiss Bank Corporation. The champagne had flowed as successive toasts and speeches showered mutual congratulations upon Maxwell and his banks. The Publisher had been gratified, especially by the presence of Senator John Tower and Walter Mondale, the former US vice-president, both of them anxious to become his paid lobbyists. Everyone was excited by the star because he was a dealmaker and deals generated headlines and income. Few bothered to consider that behind the deals there was little evidence of any considered strategy or of diligent management. But even then, unknown to the bankers, the consequences of that weakness were already apparent and Maxwell’s grandiose ambitions were faltering. Unexpectedly high interest rates, a worldwide recession and a fall in stock market prices were gradually devastating his finances.
One option for salvation was to adopt Rupert Murdoch’s solution. Maxwell’s bugbear had confessed his financial problems to his banks and had renegotiated the repayment of his $7.6 billion loans. Maxwell rejected that remedy. The wilfully blind would blame his vanity but, in retrospect, others understood his secret terror of having the banks inspect his accounts. The result would have been not a sensible rearrangement but merciless castration. Ever since 1947 when he had first launched himself into business, Maxwell had massaged profits, concealed losses and siphoned off cash by running several companies in parallel and organizing spurious deals within his empire. This manipulation was possible because only he, at the centre of the web, saw the total picture. Renowned as a master-juggler, he was blessed with a superb memory, perfectly focused amid the deliberate confusion, ordering obedient and myopic accountants to switch money and companies through a bewildering jungle of relationships.
By 1990, those trades had come to infect the interlocking associations between the complex structure of the tycoon’s 400 private companies and Maxwell Communication Corporation, the publicly quoted company. The disease was his insatiable ambition. He wanted to be rich, famous, powerful, admired, respected and feared. His empire was to reflect those desires. The means to that end were MCC’s ever increasing profits, which in turn determined the company’s share price. That relationship was the triple foundation of his survival, his dishonesty and his downfall. Whenever the profits were in danger, Maxwell resorted to a ruse which exposed his instinct for fraud: he pumped his personal money into the public company. Since 1987, he had bought with private funds bits of MCC at inflated prices to keep its profits and share price high. Invariably, he was buying the unprofitable bits.
To pay for that extravagance, Maxwell had borrowed money. By 1989, his private empire – unknown to outsiders – was on the verge of insolvency. As security for the loans, he had pledged to banks his 60 per cent stake in MCC. Unfortunately for him, by November 1990 growing suspicion of his accounts and critical newspaper reports had triggered a slide in the value of MCC shares, which over three years had fallen from 387p to a new low of 142p. The latest discontent in early October intensified Maxwell’s crisis. As his financial problems grew and MCC’s share price fell, the banks demanded more security for their loans. Maxwell’s solution was radical and initially secret. To keep the share price high, he had undertaken two bizarre and contradictory strategies. First, MCC was paying shareholders high dividends to make the shares an attractive investment. But the Publisher’s insoluble problem was that the dividends which MCC paid out were actually higher than the company’s profits. In 1989, the dividend cost £112.3 million, while the profits from normal trading were £97.3 million. Among the necessary costs of maintaining that charade was payment of advance corporation tax which in 1989 amounted to £17.6 million. The extraneous tax cost for the same ruse in 1990 was £98.8 million on adjusted trading profits of £71.1 million.
Maxwell’s second strategy to keep the share price high was to buy MCC shares personally. Since 1989 he had quietly spent £100 million in that venture. The solution bred several problems, not least that he soon ran out of cash. His response was to borrow more money to buy his own shares.
To their credit, both father and son could still rely upon the large residue of goodwill among leading bankers in all the major capitals – London, New York, Tokyo, Zurich, Paris and Frankfurt – and upon those bankers’ conviction that MCC’s debts were manageable. Their guarantee, they believed, was the vast private fortune of Robert Maxwell’s privately owned companies secreted in Liechtenstein. Although none of those bankers had ever seen the accounts of his Liechtenstein trusts, they believed they had no reason to doubt the Publisher’s boasts. Maxwell continued to encourage their credulity, while using banks in the Dutch Antilles and Cayman Islands as the true, secret receptacles of his wealth.
Among that army of bankers was Andrew Capitman, an ambitious manager of Bankers Trust, the American bank. Two years earlier, Capitman had purposefully moved to London to earn his fortune pleasing Maxwell in the course of completing thirty-eight separate transactions. Not surprisingly, he enjoyed the Concorde and first-class flights across the world, the heaps of caviar and champagne, all funded by his client. He too assumed that the Liechtenstein billions were the source of Maxwell’s cash for another unusual transaction to be completed at noon on 5 November 1990, just three hours before the seizure of the Berlitz shares.
Descending from his office on the ninth floor, Maxwell hurriedly chaired an extraordinary general meeting of MCC in the Rotunda on the mezzanine floor of the ugly Mirror headquarters in Holborn. The topic was one of Maxwell’s more expensive inter-company deals. Two Canadian companies, owned by MCC, were to be sold. And, because the recession meant that the price offered by others would be low, Maxwell proposed himself (or rather the Mirror Group, which he still privately owned) as the purchaser. Capitman understood that Maxwell’s strategy in that bizarre arrangement was to boost MCC’s profits and he had independently valued the two Canadian paper and print companies, Quebecor and Donohue, at a high £135 million. In return for offering a ‘slam-dunk’ generous valuation, the banker pocketed a cool $700,000 fee.
Capitman’s assumption that the £135 million was drawn from the Liechtenstein billions was erroneous. The true source of the £400 million Maxwell required to buy a succession of companies in similar deals from MCC during the following year was his own private loans – an unsustainable burden on his finances.
Among his most important lenders was Goldman Sachs, the giant New York bank. Of the many Goldmans executives with whom Maxwell spoke, none seemed more important that Eric Sheinberg, a fifty-year-old senior partner and graduate of Pennsylvania University.
