Memo from
LAWRENCE LANGNER

3/1/51

Sara Greenspan

Dear Sara:

We should start financing
next season soon. We expect to have
the following plays:

POINT OF DEPARTURE, with
Dorothy McGuire

THE MAN WHO MADE THE MOUNTAIN
SHAKE, directed by Kazan

PORGY AND BESS

SAINT JOAN, directed by
Margaret Webster

and some other plays to be
tried out at Westport. I think it
would be a good idea if you would
make out a list of possible investors.

ARTCRAFT LITHO. & PRINTING CO. N. Y.

FITELSON AND MAYERS

INTER-OFFICE MEMO

TO TH, LL, AM

DATE 3/16/51

FROM H. William Fitelson

SUBJECT Letters to investors

I think that when the checks for I KNOW MY LOVE and COME BACK LITTLE SHEBA are returned to the investors, which means that their investment is returned in full, there should be a very nice letter of explanation and some sort of flourish which accompanies it.

I would like to see such letters as I think it is possible for the Guild to earn a considerable amount of good will.

H.W.F.

MINUTES OF MEETING HELD ON MAY 9, 1951, AT THE GUILD

There were present: Theresa Helburn, Lawrence Langner, and Armina Marshall

The following matters were discussed:

I. PLAN OF WORK

It was decided that LL's main jobs for this summer and next fall will be the Westport tryouts of THE LITTLE SCREWBALL and THE BUFFOON if the work needed is done, and POINT OF DEPARTURE and FRONT PORCH. It was also decided that TH's main job would be ST. JOAN and GO AND CATCH A FALLING STAR at Westport. REUNION IN VIENNA is something that interests all, but AML would be particularly eager to get it in work and to work on it. It was decided that we all wanted to be careful about what we did, not overextend ourselves, and do meticulous jobs on each thing.

II. ST. JOAN

There is to be a contract signed for the scene designer, and this is for LL to do. The suggestion was made by TH for Eileen to do the costumes, and Eddie Choate, the company manager, is inquiring about this.

III. PHYLLIS ANDERSON

There was a discussion of Phyllis Anderson's contract. LL is to carry on with this.

IV. PERSONNEL

There was some discussion about a continuous press representative, but no final decision was made as to who it should be. The same discussion was held about the business manager.

FITELSON AND MAYERS

INTER-OFFICE MEMO

TO TH, LL, AM

FROM H. William Fitelson

DATE 6/14/51
SUBJECT Warren Caro's proposal re financing of Guild's plays

I had a preliminary talk with Warren Caro about his proposal to participate when he furnishes investors for Theatre Guild plays.

I told Warren that he was under a serious misapprehension, and he is, about arrangements usually made by producers for people furnishing investors.

Actually first rate producers do not have anyone furnishing investors to my knowledge. This applies to -

LELAND HAYWARD
RODGERS AND HAMMERSTEIN
THE PLAYWRIGHTS COMPANY
IRENE SELZNICK
GILBERT MILLER
JED HARRIS
GUTHRIE MCCLINTIC
KATHARINE CORNELL
CHERYL CRAWFORD
LINDSAY and CROUSE

and I am sure to others.

The foregoing people raise their own funds or secure assistance in connection therewith from their own associates.

Sure, other people do pay a percentage for getting assistance for raising funds, but they are generally, with rare exceptions, second-rate producers or not established producers. And even in those cases, such producers rarely pay more than up to 10%.

It is manifestly unfair for the producer who does all the work to get 30% and the money raiser to get 20%.

I explained to Warren, in confidence, that I considered the arrangement which the Guild offered me very generous when I was to get their funds and receive therefor 5% of the profits.

Warren is considering the matter. He, in any case, proposed to bring in only $12,000. per production. He is going to discuss it again with me.

H.W.F.

Re: POSSIBLE RECAPITALIZATION OF THE
GUILD SO AS TO GIVE EACH OF THE
THREE STOCKHOLDERS $200,000 OF
4% PREFERRED STOCK.

The suggestion of Mr. Freed that the Wertheim Estate might
be disposed to agree with the Plan, provided that Helburn and Langner
should each reduce salary $8,000 because each would be getting $8,000
in dividends, is wrong in principle and is wrong in mathematics.

It is wrong in principle because it is based upon the pre-
mise that Langner and Helburn are not earning their salaries. Certainly,
if their services do not justify the salaries being paid them, the
salaries should be cut. If the salaries are earned, then there is no
reason to distinguish between the Wertheim stockholder and the other
two stockholders.

The argument is also wrong in its mathematics. Freed seems
to argue that what Helburn and Langner give up in salaries ($8,000
apiece) they make up by getting in dividends. Freed overlooks the
fact that salaries are a deduction from the corporation income - dividends
are not. In other words, he would be adding $16,000 worth of taxable
income to the corporation, upon which the corporation would have to pay
the Federal and New York State Corporation Tax. Corporation taxes are
graduated. The minimum tax (on incomes of $25,000 or less) is 25% -
which will shortly be raised to 30%. When the income gets above $25,000,
a surtax becomes operative. It is probable that, in the case of the
Guild, the aggregate of the Federal and New York State Corporate Income
Taxes will be 50% so, if you add $16,000 to the income of the corpora-
tion, the corporation will have to pay $8,000 more in income taxes.
Since Helburn and Langner each have a one-third interest in the equity
of the corporation, this means that they each would be penalized by
seeing that equity reduced by one-third of $8,000, or $2,666.00. The
Wertheim Estate also (although it is a tax-free Foundation) would find
its interest in the equity reduced by one-third of $8,000, or $2,666.00.

This should be pointed out to Mr. Freed as a starting point
in finding a more equitable solution.

BMK:bw

4c

6/28/51

July 5, 1951

MEMO FROM: SARA GREENSPAN

MEMO TO: LAWRENCE LANGNER
THERESA HELBURN

I want to bring you up-to-date on the financing before
I leave tomorrow.

Everyone I telephoned was particularly interested in
THE MAN WHO MADE THE MOUNTAIN SHAKE and they all want to read the
script before committing themselves. Perhaps when we have this
corrected script, the prospective investors might also be induced
to invest in the other two plays.

To date the following are the only people who have
indicated that they are willing to invest in the three without
reading the scripts:

American Theatrical Company 1%
Mr. and Mrs. Sherman Ewing 1%
Louis Singer 1%
Nathan Hirschfield 1%
Al Greenstone 1%

Since we could make out no financial agreement for THE
MAN WHO MADE THE MOUNTAIN SHAKE, I wrote to all the above and explained
that I was sending the copies for the SAINT JOAN agreement and as soon as
the other two were ready, we would send them on. So far I have heard
from only Mr. Ewing and the American Theatrical Company and Al Greenstone
said he would give me the check next month.

Billy Rose is still interested in THE MAN WHO MADE THE
MOUNTAIN SHAKE. However, he wants to see an estimated production cost
and also a weekly operating statement. I am also waiting for scripts for
Josh Logan, who is interested in investing in this play and Mr. Weinstock
wants a script for Mr. Shubert. Mr. Shubert is not interested in SAINT
JOAN or POINT OF DEPARTURE. I also have some new people I have contacted
but they want to read the scripts before deciding. I still haven't heard
from Bea Lawrence although I have telephoned her and written her once.

What is happening about Warren's investors? It would be
wonderful if he could get 15% for each play in view of the fact that
I have met with very little enthusiasm when I spoke about SAINT JOAN
and POINT OF DEPARTURE. I know Warren will accept whatever the Guild
thinks is fair.

* * *

There are 8,100 subscription renewals to date for New York.

S. G.

July 5, 1951

C
O
P
Y

MEMO FROM: SARA GREENSPAN

Billy Rose is still interested in THE MAN WHO MADE THE MOUNTAIN SHAKE. However, he wants to see an estimated production cost and also a weekly operating statement. I am also waiting for scripts for Josh Logan, who is interested in investing in this play and Mr. Weinstock wants a script for Mr. Shubert. Mr. Shubert is not interested in SAINT JOAN or POINT OF DEPARTURE. I also have some new people I have contacted but they want to read the scripts before deciding. I still haven't heard from Bea Lawrence although I have telephoned her and writter her once.

* * * *

S. G.

MEMORANDUM

FITELSON AND MAYERS
673 FIFTH AVENUE NEW YORK 22, N. Y.

TO LL, TH, AM

(Confidential)

DATE 9/4/51

RE: Financing Guild Plays

Thank you very much for your confidential memo of September 3rd, which is an excellent point of focus. I agree with most of the points made. But I am not sure of others.

In addition to these three points, there are a number of others. I am all for discussing them at length and certainly briefing Walter Fried on what the situation is.

Years ago I came to the conclusion that it was unwise to devote so much energy as is devoted at the Guild, and to de vote so much overhead as is devoted, and at the same time to invest substantial capital in play production. I am all for the devotion of the energy and the necessary overhead, but not for the investment of substantial capital unless it is a "must". I think there are ways of getting around this "must" by getting other investors in generally. It is the exception that is the burden. And I think that you will find we will be spending a great deal of time discussing the exceptions.

By all means we should follow your suggestion about the concerted effort concerning musicals. You did it before and there is no reason why, by following the same procedure, you could not do it from time to time again.

Will make notes on all of this for our future discussions.

H. William Fitelson

CONFIDENTIAL

8/21/51

MEMORANDUM RE FINANCING

We have the following items which go together to make up a package, which should preferably be financed on a package deal basis:

| Name of Play | Estimated Production Cost | Cost of 1% | Call |
|---|---|---|---|
| SAINT JOAN | $60,000.00 | $1,200.00 | 10% |
| *Jan*<br>THE LITTLE<br>SCREWBALL | 45,000.00 | (900.00) | 10% |
| POINT OF DEPARTURE | 60,000.00 | 1,200.00 | 20% |
| PICNIC | 75,000.00 | 1,500.00 | 10% |
| THE MAN WHO MADE<br>THE MOUNTAIN SHAKE | 60,000.00 | 1,200.00 | 20% |

1% in each one of the above shows would cost a total of $6,000.00.

Mr. Stevens has already invested 10% in "Saint Joan" and expects to invest in most if not all of the others. We will try to get a confirmation of how many he will take. We can give those who have invested in "Saint Joan" the right to invest in the rest of the package. However, up to now, we have only $16,200.00 for "Saint Joan", and we need $30,000.00. The play is already in rehearsal, so this is urgent.

Sara reports that most people are not interested in investing in "Saint Joan" for various reasons, but may take it in order to get into the Logan and Kazan productions. Others have said "call back later".

As to "The Little Screwball", Walter Abel is trying to raise some of the money individually. Nancy Stern will try also. They cannot obligate themselves to raise one-third as we asked. It has been definitely decided that if we cannot raise the money for "The Little Screwball", we will not do it. We are trying to get some picture interest, and L.L. has called Paramount.

We will now have to make a determined effort to sell this package and we will all have to take time off to do this, otherwise where will our season be?

The following questions will have to be answered tomorrow:

1. How much percentage can we give investors in the Logan play?

2. To what extent will we allow investors to take the entire package? Can they drop out of the "Screwball" if they do not want this?

MEMO TO: LL, TH, AML, HWF. DATE: 22 SEPTEMBER, 1956.
R E: CONCERT TOURS

Enclosed herewith are budgets for a small straight play and a small musical. You can see that in cases where we can get the scenery, or a fully rehearsed cast, which is already on tour, these costs go down quite a bit, leaving plenty of room for payment to outside producers, (other than ourselves).

The amount of money that is given out by Columbia is always adjusted to equal the operating expenses plus the profit to the producer.

In the enclosed Musical Budget, the operating figure is a little higher than for the smallest kind of musical. However, this is perfectly alright with Columbia, since they were interested in this case in having a very large orchestra and thirty people in the Company (which is quite a large number).

PL.

MEMO TO: TH, LL, HWF, AML.

R E: COLUMBIA ARTISTS MANAGEMENT

DATE: 12TH SEPTEMBER, 1956.

1. This is an outline of the proposition which I have been discussing with Columbia Artists Management over the last several months. We hope we can receive large guaranteed sums of money in return for presenting two or three plays on a guaranteed subscription tour. It seemed best to make a survey of this kind before having a general meeting, so that all of us would know what the proposition is.

Columbia Artists Management for thirty years has been running subscription series in Cities and Towns throughout the United States and at the present time they have more than 1000 cities and towns with "Community Concerts" in them. Their staff numbers over 200 people, so it is possible to see what an enormous organisation we are dealing with.

Through the years we have discussed with Community Concerts and with National Concerts and Artists Management the idea of doing legitimate plays in these towns, and at the present time, Columbia is most interested in going out this Winter and organising 50 cities of such distances apart that a tour can be run between all of them.

It is proposed to play each city for two nights, so that there would be three moves per week. Accordingly, this would not be exactly the same as "One Nighters". Columbia Concerts is very familiar with these tours, having sent out countless artists, bands, singers, orchestras, ballets, etc. in exactly this fashion.

2. Finances

These are the weekly amounts which would be paid under this plan, depending on the kind of play we would be sending out at the time:

TABLE OF PAYMENTS FOR PRODUCTIONS

<table><thead><tr><th></th><th>Weekly<br>Sales Fees</th><th>Columbia<br>Expenses</th><th>(Shared by us<br>& Columbia)<br>Profits</th><th>Producers<br>Share</th></tr></thead><tbody><tr><td>One Big Musical</td><td>25,500</td><td>3000</td><td>2,250</td><td>20,250</td></tr><tr><td>Small Musical</td><td>21,000</td><td>3000</td><td>1,800</td><td>16,200</td></tr><tr><td>Big Straight Play</td><td>15,000</td><td>2400</td><td>1,260</td><td>11,140</td></tr><tr><td>Small Straight Play</td><td>12,000</td><td>2100</td><td>990</td><td>8,910</td></tr></tbody></table>

3. Under the present proposal, we and Columbia would jointly own these subscription cities and accordingly we would collect a fee of every single one of the weeks that *anything* was touring, whether it was our play or someone else's play.

Let us assume as an example that we did the following plays next year:

DAMN YANKEES (Outside Producer)

NEW FACES (Outside Producer)

MATCHMAKER (Ourselves)

ANNIVERSARY WALTZ (Ourselves)

Under the proposed schedule of fees, we would receive:

$1125 per week of DAMN YANKEES $6750.00
$900 per week of MATCHMAKER NEW FACES $500.00
$630 per week of MATCHMAKER $3780.00
$495 per week of ANNIVERSARY WALTZ $2970.00
Bookers fee to us $18900.00

In addition to this, for each of our own shows, we would receive an additional $1000 a week or

2 Shows x 6 weeks equals $12000.00

In addition to this, we have insisted that instead of getting 5% as a backers fee, we get 7½% which would add one half of the above $18900 or $9450.

Total net first year to us $40350.00

4. On subsequent years we can double and even quadruple this, since the above figures are only for about 20 towns and we can perfectly easily have 100. In addition to the financial aspects

of this idea, we will be bringing legitimate theatre (which is
very important), to hundreds and thousands of people in smaller
towns throughout the South who do not at the present time get
any legitimate theatre whatever. There is no doubt that this
idea can be a very exciting one and I personally am ready to
work on it exclusively and make it succeed.

In conclusion, I would like to make as strong a plea as
possible for this that we get in on the ground floor of this
circuit which (once we own it) can bring us revenue every single
year for the next forty.

PL.

3. Under the present proposal, we and Columbia would jointly own these subscription cities and accordingly we would collect a fee of every single one of the weeks that anything was touring, whether it was our play or someone else's play.

NEW FACES (Outside Producer)

MATCHMAKER (Ourselves)

ANNIVERSARY WALTZ (Ourselves)

$1125 per week of DAMN YANKEES NEW FACES $6750.00
$900 per week of MATCHMAKER 37800000
$630 per week of ANNIVERSARY WALTZ 2970.00
Bookers fee to us $18900.00

WESTPORT SEASON OF 1956, INC.
LESSEE OF THE

GALA 26th SEASON

DIRECTORS

LAWRENCE LANGNER — ARMINA MARSHALL — JOHN C. WILSON

PHILIP LANGNER, PETER TURGEON, MANAGING DIRECTORS

Telephone

CA 7-4177

POST ROAD, WESTPORT, CONN.

RALPH LYCETT

Publicity and
Subscription Director

MARVIN REISS

Scenic Designer

MARSHALL YOKELSON

Production
Stage Manager

KENNETH MAYS

HAL GERSON
Stage Managers

MADISON MYERS
Treasurer

COLIN NORMAN
Press Associate

LORRAINE HANSBERRY
Subscription

WILLIAM McGIRR
Shop Superintendent

12th September, 1956.

Dear Terry:

I hope you will have a chance to study
the attached memo over this weekend. Columbia
Concerts Board is meeting next Thursday to
make a final decision on this matter, and they
need a letter of encouragement from us.

Accordingly, I would ask you to allow me
to discuss with the Directors of The Guild on
Monday, Tuesday, or Wednesday, this entire idea
so that if you all concur, we can draw up such
an encouraging letter.

I am tremendously keen about this idea and
earnestly entreat your support.

Regards,

AMERICA'S OUTSTANDING SUMMER THEATRE

WARDROBE ATTENDANTS SCALE

<table><thead><tr><th></th><th style="text-align: right;">1956-7-8</th></tr></thead><tbody><tr><td>Heads of Department</td><td style="text-align: right;">104.75</td></tr><tr><td>Assistants</td><td style="text-align: right;">93.00</td></tr><tr><td>Heads of Department-<br>Sunday & After Midnight</td><td style="text-align: right;">1/6 extra</td></tr><tr><td>Assistant " "</td><td style="text-align: right;">1/6 extra</td></tr><tr><td>Expense on Tour-per day</td><td style="text-align: right;">4.16</td></tr><tr><td colspan="2" style="font-weight: bold;">Pictures (Commercial)</td></tr><tr><td>Heads of Department-per hour</td><td style="text-align: right;">3.20</td></tr><tr><td>Assistants " "</td><td style="text-align: right;">2.62</td></tr><tr><td>Heads of Department -<br>Sunday & After Midnight</td><td style="text-align: right;">4.65</td></tr><tr><td>Assistants " "</td><td style="text-align: right;">3.95</td></tr><tr><td colspan="2" style="font-weight: bold;">Dressers for "Stars"</td></tr><tr><td colspan="2" style="font-style: italic;">(Those Employed Prior to Dec. 21, 1952)</td></tr><tr><td>Week Days - per performance</td><td style="text-align: right;">6.69</td></tr><tr><td>Sundays " "</td><td style="text-align: right;">9.31</td></tr><tr><td colspan="2" style="font-style: italic;">(Those Employed Since Dec. 21, 1952)</td></tr><tr><td>Week Days - per performance</td><td style="text-align: right;">8.00</td></tr><tr><td>Sundays " "</td><td style="text-align: right;">9.89</td></tr><tr><td colspan="2" style="font-weight: bold;">Dressers for Principals</td></tr><tr><td colspan="2" style="font-style: italic;">(Those Employed Prior to Dec. 21, 1952)</td></tr><tr><td>Week Days - per performance</td><td style="text-align: right;">6.69</td></tr><tr><td>Sundays " "</td><td style="text-align: right;">9.31</td></tr><tr><td colspan="2" style="font-style: italic;">(Those Employed Since Dec. 21, 1952)</td></tr><tr><td>Week Days - per performance</td><td style="text-align: right;">6.98</td></tr><tr><td>Sundays " "</td><td style="text-align: right;">9.01</td></tr><tr><td colspan="2" style="font-weight: bold;">Dressers for Chorus</td></tr><tr><td>Week Days - per performance</td><td style="text-align: right;">6.11</td></tr><tr><td>Sundays - per performance</td><td style="text-align: right;">8.43</td></tr><tr><td colspan="2" style="font-weight: bold;">Part Time Work</td></tr><tr><td>Dress Rehearsals, Week Day - per hour</td><td style="text-align: right;">1.92</td></tr><tr><td>Sunday & After Midnight</td><td style="text-align: right;">2.91</td></tr><tr><td>Unpacking, Hanging, Cleaning, Pressing and Sewing</td><td style="text-align: right;">1.92</td></tr><tr><td>Pictures, Week Day</td><td style="text-align: right;">1.92</td></tr><tr><td>Sunday & After Midnight</td><td style="text-align: right;">2.91</td></tr><tr><td>Packing After Performance</td><td style="text-align: right;">3.50</td></tr><tr><td>Packing After Midnight</td><td style="text-align: right;">2.91</td></tr></tbody></table>

THESE ARE RETROACTIVE TO SEPTEMBER 3rd, 1956

MEMORANDUM RE "FIVE KINGS.

1. Miss Helburn and Mr. Langner have pointed out there are no options on the services of Mr. Burgess Meredith and Mr. Orson Weales for next season and with the possibility of FIVE KINGS opening so late in the current season it is of importance that there be an option on the services of these two men for next season.

2. In connection with Mr. Israels' draft dated January 27th and the proposed supplemental agreement, the following questions have been raised:

In Paragraph 1 at the end, Mr. Israels has merely provided for an agreement that Mercury will hold the Guild harmless from claims by suppliers of scenery and costumes. This is not any agreement from the suppliers themselves who could file liens and who could also make box office claims. Israels said he would talk to Houseman and try to get an agreement from the suppliers that they would not file liens and that they would have no rights except in the share of Mercury in the box office receipts. Schwarz objected to this as it might lead merely to trouble if there was any default on Mercury's part and there would always be a question as to what the Mercury's share was. (There is a draft in Warren's file by which the suppliers would agree directly that they would make no claims on the box office receipts. Israels said he would take it up with Houseman and find out what Houseman could get from these suppliers.

3. Miss Helburn and Mr. Langner raised the point that there should be a definite limitation on the Guild's expenses and also that Mercury should be required to expend at least $18,500. for the items in Paragraph 1. Israels said that their expenses for Paragraph One might not run as high as $18,500. The following changes in the supplemental agreement are therefore suggested. These have not been discussed with Houseman and Israels although in principle Israels is agreeable.

New Paragraph to be inserted after "2": The Guild's expenses and costs under Paragraph 2 of this Agreement including any liability on the Equity Bond shall not exceed $18,500. and the Mercury Theatre shall expend at least $15,000. but not more than $18,500. for the items under

2.

Paragraph 1 and shall also assume and bear alone and without involving the Guild in any
liability all other production expenses for the items set forth in Paragraph 1 which may
be incurred before or after the raising of the initial curtain, it being understood and
agreed that replacements of scenery or costumes arising through wear and tear or injury
or accident after the raising of the initial curtain shall be deemed operating expenses
and not production costs. All other production costs incurred after the raising of the
initial curtain shall only be incurred by mutual consent and shall be paid 50% by
Mercury and 50% by the Guild.

The foregoing new paragraph would be in substitution for the present Paragraph 3.

As to Paragraph six, Mr. Schwarz had no information that Mr. Welles was to receive a
fee of $2,000. even if Part 2 was not produced. Mr. Israels admitted that Mr. Munsell
had not agreed to this but thought it might be all right. Schwarz and Israels said they
would submit to their clients the proposal that Mr. Welles, after the payment of production
costs and running expenses, was to receive a fee of $1500. for directing part 1 and
$500. additional for the direction of Part 2, if Part 2 is produced. Miss Helburn and
Lawrence Langner think this would be a good solution. Mr. Schwarz pointed out to them
that there was no agreement anywheres obligating Welles to direct Part 2 but if they were
of the opinion that if Welles signed the supplemental agreement on behalf of the Mercury
Theatre, he would be bound. Practically this is probably correct although legally
be would only be signing for the corporation and not for himself. However, it was felt
that if Mercury signed the supplemental agreement and it was desired to produce Part 2,
Welles would undoubtedly do the directing. In this connection an option on his services
for next year would be important.