Sensing an opportunity in Matsushita Co.'s purchase of MCA Inc., the giant entertainment company, the Interior Department this month had a proposal for MCA executives: that they make "a dramatic gesture" that would be "a remarkably generous and public-spirited demonstration" of corporate commitment to the values of the national parks.
What the department had in mind was that MCA donate its lucrative concession at Yosemite National Park to the National Park Service instead of including it in the deal with Matsushita or spinning it off and selling it. MCA executives were not thrilled by the idea. Though mindful of the potential public relations problems of a Japanese company owning parts of a national park, they balked at the idea of simply giving the hotels, refreshment stands and other facilities to the government.
The situation called for some delicate persuasion -- and Matsushita Electric Industrial Co. had just the people to do it. In a meeting at the Interior Department, former Senate majority leader Howard H. Baker Jr. and former Democratic Party chairman Robert S. Strauss explained to Secretary Manuel Lujan, who had proposed the idea, that donating the operation was out of the question. MCA would have to stick to an earlier plan to sell it.
The Lujan proposal is dead now, another potential glitch resolved in a $7.5 billion deal that moves another step closer to completion today when the tender offer is consummated. The way Baker and Strauss handled the proposal illustrates why the sale of a major American cultural institution has proceeded swiftly and quietly without a prolonged controversy over foreign takeovers that might have threatened the outcome.
An elite corps of middlemen, lawyers and public relations mavens has guided the buyout -- one of the biggest ever of a U.S. venture by a foreign firm -- past antitrust and communications regulators and an American public increasingly wary of Japanese investors.
Only last fall, "Agents of Influence," a book by Pat Choate, a former executive of TRW Inc., focused attention on the use of high-powered lobbyists by Japan. But with the chance to merge the world's largest consumer electronics company with MCA's movie and video studios, Matsushita was undeterred, assembling a team that besides Strauss and Baker, included Jody Powell, White House spokesman in the Carter administration, and Anne Wexler, a former Carter domestic policy adviser.
"Matsushita was concerned about possible U.S. backlash," said a spokesman for the company at the New York public relations firm of Adams & Rinehart. "They were worried about reaction in Washington and on Wall Street and wanted to cover the bases in both places."
The first success of Matsushita's lobbying team was keeping the details secret until the deal was sealed. The company's executives were aware of the criticism the Sony Corp. empire drew while bidding to buy Columbia Pictures Entertainment Inc. in 1989, and wanted to avoid it.
"Matsushita studied that deal closely and felt that Sony suffered from over-exposure during the negotiations," said the Adams & Rinehart spokesman. "They wanted to avoid that."
Powell, who was hired by Matsushita after word of the deal leaked in the Wall Street Journal in late September, said in an interview that until the deal was clinched, his top priority was keeping the terms of the deal out of the news.
In the view of Susan Tolchin, a professor of public administration at George Washington University who has written on foreign business activities in the United States, the effort paid off. "The whole thing was done so much behind the scenes," she said, "no one had much chance to object."
Strauss is generally credited with making the deal finally happen. In a highly unusual move, he was hired by both companies as an adviser, shuttling between them and acting as a middleman. When their negotiations broke down on Thanksgiving Day, he brought them back together. "The deal would never have worked without him," Powell said. In the end, Strauss earned his firm, Akin Gump Strauss Hauer & Feld, $8 million in fees.
"It helped that we came out with it when Congress was out of session," said Dale Snape, a spokesman for Wexler & Reynolds, one of four firms hired to lobby in connection with the deal. "There was no single organized body to speak out against it."
The toughest challenge from a public relations point of view was the impression that the deal would result in the Japanese censoring MCA's films. "There was an awareness from the beginning that questions about censorship would arise," said Powell, now head of the Washington-based public relations firm of Powell, Rhinehart & Adams. "And we knew we had to have a ready answer."
And they did: "Creative independence" -- a catchy slogan meant to describe the artistic freedom MCA supposedly would maintain after the takeover. It was used liberally in the press releases drafted by Powell and issued when the deal was announced Nov. 26.
Censorship became an issue nonetheless in the criticism of the merger voiced as soon as it was announced. Word went back to Matsushita management in Osaka, and the response from Akio Tanii, the company's president, was immediate.
"There should be no misunderstanding of Matsushita's position in this important area," he said in a release sent out the next day. "Creative decisions for MCA will be made by MCA management. Matsushita has no intent of becoming involved." There were no more questions about censorship.
While Matsushita's public relations representatives were peddling the deal to the public, a group of powerful Washington lobbyists was working behind the scenes. On announcement day, lawyers from Strauss's law firm, the lead middlemen for the two companies, sent out a packet explaining the transaction to members of Congress.
An important factor was MCA Chairman Lew Wasserman, who has spent years honing relations in Washington. "Our job was made much easier by Wasserman," said Wexler spokesman Snape. "He knows the people in the congressional leadership. He has had them to dinner. He has easy access to them."
Matsushita also has a reputation for knowing how to hustle through difficult transactions. In the past it has hired Carla A. Hills, formerly a lobbyist and now U.S. trade representative, among other well-connected Washington figures, to represent it.
Joel Jankowsky and other lawyers in Strauss's firm also directly contacted several key congressmen, including Reps. John D. Dingell (D-Mich.) and Mike Synar (D-Okla.), who had raised some questions about the Yosemite aspect of the arrangement.
"We know him and had a good meeting with him," said Steve Richardson, an aide to Synar. "He convinced us that the deal does not contradict our concerns."
Jankowsky acknowledged that the deal raised some eyebrows around Washington. "Historically, some people have had concerns about foreign investment in this country, especially in Hollywood," he said in an interview. "And they directed those concerns towards this transaction."
By the time those concerns were voiced, however, much of the groundwork had been laid.
Besides the work on Capitol Hill, Wexler had already advised MCA on how to ease anxieties the merger might cause with key groups, such the actors and writers unions.
Snape said labor unions, which have voiced objections to Japanese takeovers of American firms in the past, potentially were the most sensitive constituency affected by the deal. However, "since the new buyer has even deeper pockets than the old one, there wasn't too much anxiety there," he said. "But we kept them informed."
Another issue that arose in lobbying for the deal was whether Matsushita is participating in the ongoing Arab boycott against Israeli, said one of the lobbyists who asked not to be identified. "Certainly Matsushita's stance on that issue is no worse than, if not better than any other Japanese firms," the lobbyist said.
Another team of lawyers took precautionary steps to avoid a legal clash with the Federal Communications Commission over Matsushita's ownership of WWOR, a New York television station that had been run by MCA. Foreign ownership of U.S. TV stations is prohibited. The station was spun off to MCA stockholders.
Still another set of lawyers made sure that there no antitrust problems with the deal. Despite a suit charging that the newly merged company will monopolize both the hardware and software of the American video market, the government has raised no objections.
One of the most complicated hurdles to the deal involved Yosemite. Yosemite Curry Co., a subsidiary of MCA, runs a range of commercial enterprises including camp grounds, restaurants, hotels and grocery stores that federal and state officials opposed being run by the Japanese.
In a marathon negotiating session with leading Interior Department officials the weekend before the merger was announced, lawyers for MCA agreed to a compromise plan to sell the Yosemite operations to an appropriate U.S. buyer.
Lujan continued to press for the donation, however, but finally dropped the idea after the meeting with Strauss and Baker. He and other department officials are now trying to persuade MCA to sell Yosemite Curry to the National Park Foundation, a private group chartered by Congress to channel private donations to the National Park Service.