Maxwell: The Final Verdict. Tom Bower
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. Sheinberg arrived in London in 1987 after a profitable career in New York and Singapore. For the hungry young traders in Goldman Sachs’ London office, which was sited near Maxwell’s headquarters, Sheinberg not only provided leadership but inspired trust. Trained by Gus Levy, a legendary and charismatic Wall Street trader, he was renowned for having made a killing trading convertible equities. ‘Eric’s a trader’s trader,’ was the admiring chant among his colleagues. Eric, it was said, had once confided that Goldmans was his first love: his formidable wife had to take second place. After losing successive internal political battles and suffering some discomfort after a colleague had been indicted for insider trading, Sheinberg, an inventor of financial products for the unprecedented explosion in the bull market, was now seeking the business of London’s leading players in the wake of the City’s deregulatory Big Bang. Few were bigger than Maxwell.
Goldmans already enjoyed a relationship with Maxwell. In 1984, the bank had rented office space from him in Holborn, and Sheinberg had organized the financing of his purchase of the Philip Hill Investment Trust in 1986. Despite some misgivings, Goldmans had also welcomed the business of floating 44 per cent of Berlitz in 1989, although the negotiations over the price had provoked deep antagonism, especially against Kevin. To prove his macho credentials, the son had telephoned the banker responsible at 4 a.m. New York time, to quibble about the price. ‘Both Maxwells behaved appallingly,’ recalled one of those involved. ‘Kevin worst of all. We soon hated them.’
Yet Maxwell’s business was too good to reject. The echo of the lawyers’ cries in Maxwell House – ‘Bob’s been shopping!’ – whenever the Chairman’s settlement agreements arrived from stockbroking firms, encouraged brokers like Sheinberg to seek his lucrative business. Although Sheinberg was renowned for his dictum, ‘There are no friends in the business, and I don’t trade on the basis of friendship,’ his staff in London noticed an unusual affinity between him and Maxwell. Some speculated that the link lay in their mutual interest in Israel, while others assumed it was just money. Maxwell was a big, brave gambler, playing the markets whether with brilliant insight or recklessness for $100 million and more a time, and Sheinberg was able to offer expertise, discretion and – fuelling his colleagues’ gossip – the unusual practice of clearing his office whenever Maxwell telephoned. Their kinship extended, so the gossip suggested, to Sheinberg’s readiness to overnight in Maxwell’s penthouse, to ride in Maxwell’s helicopter and even to use Maxwell’s VIP customs facilities at Heathrow airport – suggestions which Sheinberg denied.
Acting as a principal and occasionally as an adviser, Sheinberg had already undertaken a series of risks which had pleased Maxwell. On the bank’s behalf, the broker had bought 25 million MCC shares and, in controversial circumstances in August 1990, as MCC’s price hovered around 170p, he had bought another 15.65 million shares as part of a gamble with Maxwell that the price would rise. Maxwell had channelled the money for that transaction through Corry Stiftung, one of his many Liechtenstein trusts. In the event, the Publisher had lost his gamble and Goldman Sachs had been officially reprimanded for breaking the City’s disclosure regulations. That, however, Sheinberg blamed upon Goldmans’ back office, since fulfilling the legal requirements was not his responsibility. Nevertheless, by November 1990, the bank was holding 47 million MCC shares, a testament of faith which could be judged as either calculated or reckless.
As the pressure on Maxwell increased, rival traders in London watched on their screens as, at precisely 2.30 p.m. every afternoon, Goldman Sachs ‘hoovered up all the available MCC shares’. The bank’s commitment went further than was normal for a market-maker. In gratitude for the vast speculative foreign exchange deals bestowed by Maxwell on John Lopatin, a Goldman Sachs foreign exchange executive, and for Maxwell’s considerable share trading, the bank’s loans were mounting. ‘I don’t promise what I can’t deliver,’ quipped Sheinberg to the Publisher, keen to emphasize his blue-sky honesty. To Sheinberg’s staff, though, it seemed that the American was close to Maxwell, more like a colleague than a pure broker. But Sheinberg, privy to so much, knew only what suited his secretive client. The Chinese walls throughout Maxwell House were so thick that only Kevin and a handful of accountants and investment