Vancouver: This story has all the plot thickenings of a great tv miniseries – one that could even be produced by its central characters. After many months of rumored rivalry among the major equity shareholders of WIC Western International Communications, two family broadcasting dynasties are now battling it out in court for control of one of Canada’s largest communications companies.

The action began March 14, three weeks prior to the death of the ailing Frank Griffiths Sr., founder and owner of Western Broadcasting Company, which is the controlling shareholder of wic (it owns 79.6% of the class a voting shares and 4.1% of the class b shares but just 7% of wic’s overall equity).

Cathton Holdings, a private company controlled by Edmonton’s Allard family (which owns 11.6% of wic’s a shares, 10% of the b shares and is the largest equity shareholder with 10.1 % of overall equity) offered to buy 350,000 class a shares from wbc for a total of $10.5 million.

According to court documents, the written offer, hand-delivered by Cathton’s president Robert Manning, was ostensibly ‘because we have serious concern about the future health and direction of wic if future control of the company were to lie with trustees rather than hands-on, entrepreneurially motivated shareholders.’

Two days later, the offer, which would have given Cathton 50.3% of the votes, was soundly rejected in a letter written by Griffiths’ son and wic deputy chairman Frank Griffiths Jr. wbc, he said, ‘has absolutely no interest’ in Cathton’s offer to purchase wic at any price and further added that ‘it was absolutely none of Cathton’s business as to what the trustees (of wbc) do or how they carry out their mandate.’

Cathton, however, persisted in its offer, and when Frank Griffiths Sr. again rejected the bid in a March 21 letter, Cathton called for the conversion of its class b shares into class a shares, claiming the bid had triggered this provision in wic’s bylaws.

On April 7, Frank Griffith Sr. died after an extended illness.

On April 27, Cathton filed a petition against wic with the Supreme Court of b.c. requesting a declaration that the right of conversion or ‘coat-tail provision’ attached to the class b shares of wic has been triggered and may be exercised.

Doug Holtby, president and ceo of wic downplays the dispute. He says wic has received legal advice that the Cathton action is ‘without merit.’

‘They have their own interpretation of what the bylaws say and our lawyers and the board of directors don’t agree, so we’ll get a definitive ruling on it and life will continue. But in the meantime, it’s business as usual and will not affect the day-to-day operations of the company.’

Some industry observers contend the bid, which relies on a complex legal argument, will likely fail. But it could also send a signal to would-be buyers that with wic’s chairman and founder gone, the company could now be ‘in play.’ Others think this is just be a trial balloon being played out in the media to flush out shareholders who might want to unload their stock.

By week’s end investment interest had picked up, tantalized by the possibility of a successful bid. wic’s b shares – the only ones that trade – rose a total of $1.75 two days after the petition was filed to close on April 29 at $18 on the Toronto Stock Exchange.

David Jiles, a financial analyst with Odlum Brown in Vancouver, believes ‘this may be the first of a number of moves. People who pursue this kind of legal maneuver usually have a number of other strategies planned if this doesn’t work.’

Another senior industry source, who asked not to be identified, says Cathton’s bid for control of wic is not surprising given the size of the Allards’ stake in wic. He says it was only a matter of time given the history of the Allard/wic connection.

Holtby, formerly president of Allarcom and a close friend of its founder, the late Dr. Charles Allard, jumped ship to join wic in 1989. A year later he orchestrated the buyout of Allarcom’s substantial broadcast holdings in exchange for wic stock. This made the Allards wic’s largest equity shareholders.

When Dr. Allard died, his estate was inherited by his children: Tony Allard, a producer who recently resigned as executive vice-president of Westcom Entertainment, a division of wic; Cathy, married to Harold Roozen, who recently resigned as president of Allarcom Television in Edmonton; Peter, a Vancouver lawyer; and Charles, president of Allarcom Pay Television, also owned by wic. Collectively, the Allards placed two representatives on wic’s 12-person board.

Although control of wbc now rests in the hands of Griffiths’ widow Emily, the Griffiths empire will also be divided up among four siblings, with Frank Jr. and daughter Mary taking over wic, while son Arthur and daughter Emily will handle Griffiths Northwest Sports Enterprises, owner of the Vancouver Canucks hockey team and a new nba basketball franchise.

Frank Jr., who has been with wic since 1976 and who now serves as its deputy chairman, will likely emerge as the new chairman. But what the Allards, as the largest shareholders, and others now seem to question is whether Frank Jr. has the ability or interest to take the reins of this rapidly expanding company and guide it through the exponential changes facing the broadcast industry over the next decade.

Peter Liba, executive vice-president at CanWest Global, views the wic shareholder dispute as ‘intriguing corporate shoot-out, obviously with some major implications for who will control wic.’

‘What has happened here,’ he says, ‘is that the Allard family has triggered a mechanism whereby they can confront the issue of control of wic.’

Holtby insists, however, that ‘the chairman of this company is chairman of the board of directors, he is not the chief executive officer of the company. So it really doesn’t change anything. I will still be running the company and I report to the board not to the chairman. And the board is ultimately responsible to all shareholders.’