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Murdoch to Buy Harper & Row for $300 Million : Media Baron’s Purchase of Book Publisher Will Leave Few Independents in Field

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Times Staff Writer

International media baron Rupert Murdoch disclosed Monday that he had agreed to buy 170-year-old Harper & Row for $300 million, thus absorbing one of the last remaining independent book publishers in America that traditionally took the time to cultivate the eccentric, the untested or the experimental among writers.

The deal, which has unanimous approval of Harper & Row directors, would add to Murdoch’s swelling empire of television, newspapers, movie studios and magazines; in his own words, the nucleus of an “international book publishing network.” Murdoch, who in 1985 acquired 100% ownership of Los Angeles-based 20th Century Fox as well as six television stations from Metromedia, is also trying to launch a fourth American television network, a business enterprise for which he even renounced his Australian citizenship and became an American to meet U.S. broadcast regulations.

The sale also would reduce to four the number of independent publishing houses large enough to have their stock publicly traded. The Harper sale raised speculation that at least one of the others might quickly follow.

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“Some of the foreign publishing houses are just licking their chops,” said brokerage analyst Ivan Obolensky of Sterling Grace & Co.

An Independent Overwhelmed

Such consolidation concerns many, particularly in the consumer book area. Big corporate publishers tend to put more pressure on editors “to bring in books that perform for the bottom line,” literary agent Virginia Barber said. “The individual tastes that are what make a good editor are very much harder to exercise.”

Murdoch’s tender offer for all of Harper’s stock will begin by Friday. If Murdoch does not get 51% of the shares, which is considered unlikely, Harper agreed to pay Murdoch $16 million.

On the New York Stock Exchange, Harper & Row stock soared $8.375 a share to close at $64.125. Shares of News Corp., the Murdoch-controlled entity that made the bid, rose $1 to close at $32.75.

The deal apparently is a case of a company that wished to remain independent being overwhelmed in a matter of weeks by the ardor of its Wall Street suitors.

Harper--once home to such authors as Herman Melville, Aldous Huxley, Richard Wright and John Cheever--had devoted much of the last three decades trying to thwart just such a takeover. In late February, Harper directors even adopted a two-tier stock plan that might have made Murdoch’s bid impossible.

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But three weeks before shareholders were to formally approve that plan, New Jersey businessman and author Theodore Cross made a surprise $150-million bid, which put Harper “into play” in Wall Street parlance. Harper management issued a statement reiterating its commitment to remain independent, but two days later giant publisher Harcourt Brace Jovanovich Inc. entered the game, raising the ante to $220 million, a price so high Wall Street analysts speculated that Harper management would risk a shareholder lawsuit if they turned it down.

Harper then formed a special committee of its board to explore possibilities and last week announced it was holding “active discussions” with a “considerable number of domestic and foreign firms.” Among those rumored interested were Gulf & Western (owner of Simon & Schuster), Time Inc. and West German publisher Bertelsmann AG, which earlier had bought Bantam Books and Doubleday & Co.

Some analysts even have wondered privately whether businessman Cross, who quickly dropped from the bidding after putting Harper in play, was sincere or merely wanted to start a bidding war. Cross, who already owned 6% of Harper shares, stands to profit greatly from the sale.

When asked to comment, Cross, who is on vacation, issued a statement through his secretary that hardly put such speculation to rest: “I am having a very nice time studying the mating habits of blue-footed boobies in the Sea of Cortez.”

Merger a Good Mesh

In announcing the merger agreement, Murdoch said one attraction of Harper was that it would fit well with his 42% interest in major British publisher William Collins. Murdoch also owns some smaller book publishing concerns in Australia. Collins and Harper have had close associations since the 1930s, publishing many of the same authors. Most recently Harper handled American distribution of Collins’ “A Day in the Life of America.”

Another attraction, analysts said, is Harper’s so-called backlist of classic titles that continue to sell without needing much promotion. Harper’s backlist might contain grist for such ventures as miniseries or films made by his Fox studio and shown on his television stations, said J. Kendrick Noble Jr., an analyst with the brokerage firm of Paine Webber.

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Several recent Murdoch acquisitions have given him control of companies, such as Ziff Davis magazines and Fox’s movie library, that would serve as material for his other mediums.

“The opportunities for fruitful collaboration . . . are legion,” Harper director and former Chairman Winthrop Knowlton said in a statement.

Consolidation Concern

Analyst Obolensky also said Harper’s backlist was particularly attractive lately because of recent relaxations in the cultural policies of China and the Soviet Union, which are expected in publishing circles to substantially broaden the global market.

Many in publishing, however, have expressed deep concern about the growing trend of consolidation exerting more pressure on the bottom line and discouraging the kind of experimentation critical to literary growth.

Although Harper was not known for experimentation recently--indeed analysts said its somewhat moribund literary and financial performance helped lead to its takeover--most believe that Murdoch will concentrate heavily on the bottom line.

“Murdoch is known to be very aggressive” about profitability, said Barry Gluck, an analyst with Ladenburg Thalmann & Co.

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Murdoch’s offer of $65 a share is roughly 1.4 times Harper’s revenue, a “reasonable” multiple compared to recent prices paid for publishers, Gluck said.

MURDOCH’S MEDIA EMPIRE The following is a breakdown of media tycoon Rupert Murdoch’s ever-widening empire:

Australia Newspapers: Over 50, including The Melbourne Herald, The Daily Telegraph, The Australian. Magazines: New Idea and TV Week. Book publishing: Bay Books, Angus and Robertson Publishers. Films: Associated R & R Films.

United States Newspapers: include New York Post, Boston Herald, San Antonio Express-News. Magazines: Star, New York, New Woman, Ziff-Davis (12 trade publications), Elle. Television: six Metromedia stations, including KTTV in Los Angeles. Film: 20th Century Fox.

Britain Newspapers: include The Times, The Sun, News of the World. Television: Sky Channel. Book publishing: Times books, interest in William Collins & Sons.

Hong Kong Newspaper: South China Morning Post.

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