Tuesday, December 16, 2008

Arts

BOOKS OF THE TIMES

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Published: May 4, 1987

LEAD: STORMING THE MAGIC KINGDOM:

STORMING THE MAGIC KINGDOM:

Wall Street, the Raiders, and the Battle for Disney. By John Taylor. Illustrated. 261 pages. Knopf. $18.95.

WHAT do Mickey Mouse, Ivan F. Boesky, Snow White, Sid Bass, Disneyland and the law firm of Skadden, Arps, Slate, Meagher & Flom have in common? All play key roles in John Taylor's ''Storming the Magic Kingdom,'' a complex story of high financial intrigue made as pungent as a fairy tale in its author's able hands.

Mickey Mouse and Snow White of course are two of the cartoon characters that helped make the growth of Walt Disney Productions into what the author calls ''one of the most successful marketing stories of the twentieth century.'' But almost as significant in the long run, they are two of the products that Walt Disney reserved the right to license privately, a maneuver that antagonized his brother, Roy O. Disney, and ultimately split the company into factions known as the Walts and the Roys.

Disneyland, along with Disney World and Epcot, is part of the real-estate empire that had come increasingly to preoccupy Walt Disney at the time of his death in 1966 and further weakened the company by distracting him from the movie side of the business, which was rapidly falling out of step with the times.

Mr. Boesky, of course, was an arbitrager - or arb, as such speculators are known on Wall Street - until his recent guilty plea in an insider-trading case. He invested hugely in Disney stock when he learned (legally, in this case) that a financier, Saul P. Steinberg, was exploiting Disney's weakness by attempting a hostile takeover. The law firm of Skadden, Arps arranged the buyback, or ''greenmail,'' whereby Disney eventually fended off Mr. Steinberg's raid by paying him a premium for the stock he had accumulated. When the Disney company finally got straightened out, Sid Bass and his brothers, who had also bought heavily into the stock, ended up with a capital gain of $850 million.

Actually, the story told in ''Storming the Magic Kingdom'' is far more complicated, what with the many factions vying for power in the company and the variety of strategies used to fight off hostile acquisition. But Mr. Taylor, a senior writer for Manhattan,inc. magazine, does a skilled yarn spinner's job of keeping all the threads untangled.

He makes the complex permutations of the takeover game seem as simple as hopscotch. He tells us just enough about the players to make them vivid in our minds yet not bog down his story - how Mr. Steinberg discovered the rosy future of I.B.M. while writing a business-school paper on the decline and fall of I.B.M.; or how Roy E. Disney, Roy O.'s son, fainted after learning that he'd triumphed over two of his rivals. The author's tone of voice is dispassionate, so the game is what matters, not the winners or losers.

True, he has going for him a story as archetypal as ''The Three Little Pigs.'' On one side were the wolves, the creatures who occupied what Mr. Taylor calls ''the tiny, incestuous world of takeover mercenaries: men, by and large, at a handful of investment banks, law firms, and public relations agencies, who were sometimes professional adversaries and at other times professional allies, depending on who retained them in any given battle.''

On the other side were the keepers of the magic kingdom, who, at least in their own view, were nothing less than ''a force shaping the imaginative life of children around the world.'' For them what was at stake was an institution whose mission it was ''to celebrate and nurture American values.''

Indeed, so naturally does Mr. Taylor's narrative unfold that it isn't until near the end that a reader pauses to ask what the deeper point of it all might be. Almost immediately, the author supplies some possible answers. One of the most salient is that despite Wall Street's recent insider-trading scandal involving Mr. Boesky and Dennis B. Levine of Drexel Burnham Lambert, most of the information that gets passed around to the profit of interested parties is perfectly legal. As Mr. Taylor concludes: ''The battle for Disney unfolded in the manner it did, and assumed the outcome it finally did, because the arbs, brokers, bankers, and lawyers all knew one another. If they didn't all share the same values, they did speak the same language and employ the same frame of reference. They were all insiders.'' And those who were not were at a decided disadvantage.