Monroe Rifkin

Interview Date: Wednesday May 13, 1998

Interview

KELLER: Monroe M. Rifkin, entrepreneur, cable television pioneer, and currently chairman of Rifkin and Associates, a cable television operating company. We are conducting this interview in his offices at 360 S. Monroe St. in Denver.

Monty, let's begin the interview with a little bit of your background through the end of your schooling.

RIFKIN: I was born in 1930 in Coney Island, part of Brooklyn, New York. I went through the city school system. 1947 upon graduation from high school. I decided to stay in the city and attended New York University where I graduated in 1951 with a Bachelor of Science in Finance. Upon graduation, I really didn't know what I wanted to do with my career, and not knowing, I decided it would probably be wise to have a financial background. So I accepted a position with one of the major accounting firms. It was then Touche, Niven, Bailey and Smart, subsequently became Touche Ross, one of the Big Eight, and I started carrying my briefcase. In New York State, in order to qualify and sit for the CPA exam, you needed three years of this type of public accounting experience, so I decided that I would do that. I would get my certificate, and then I would decide what I

wanted to do. I left Touche, Niven right after my three years, sat for the exams, got my certificate and then needed a job.

A former friend of mine at the accounting firm had left a year or two earlier and gone with a small company called TelePrompTer as treasurer. He approached me and asked if I would be interested in joining TelePrompTer and work for him as controller. I looked into this. I met Irving Kahn who was a very charismatic individual. He promoted me to the rafters and I thought I was landing the best job in the country.

After joining TelePrompTer I found out what a mess it was in. My friend was totally disenchanted. He was on the verge of leaving which he did about three or four months later. And I at the ripe age of 26 years old was made treasurer of TelePrompTer, which we then took public and listed on the American Exchange. It was a struggle in those days. The company was living from paycheck to paycheck. Irving was talking up a big blue streak, but there was nothing really behind it.

KELLER: Tell us, what were your products and what was your business at the time that you went public?

RIFKIN: The basic business was the TelePrompTer device, better known as the idiot box. One in which actors in television, as well as public speakers, could read their speeches or their lines by looking into this machine that was behind the camera, that was in effect a scroll, and the lines or speeches were pre-typed onto that scroll and you just faked it very well. The device had application, but the market was fairly saturated and it was a very difficult business, not going anywhere. One of the nice things about TelePrompTer though was the people. Irving was fascinating, but dangerous.

KELLER: In what way?

RIFKIN: Well, you never knew who he'd bring home to dinner. We had people running through the office, the likes of Sugar Ray Robinson, Bill Frugasi, Roy Cohen, Floyd Patterson, Cus D'Amato, and sundry and various sports writers. I should mention that TelePrompTer got into the closed circuit television business by buying up the rights to championship fights, and then sub-contracting, arranging for the television pickup and distribution, and then the exhibition of the event live in motion picture theaters throughout the country on a per ticket, pay per seat basis.

KELLER: What year was this? I remember when TelePrompTer was trying to distribute these fights to cable systems. Was that some time later?

RIFKIN: Yeah, it was shortly later. I guess I'm probably in the 1959-1960 era. 1961, thereabouts. Bob Rosencrans, who later became another pioneer in the cable industry, joined us at TelePrompTer and he ran that division. There were some other great people there. I discovered Jack Gault working in the mailroom and as I will tell you later, selected him to assist me in cable TV operations. Can't remember any more.

KELLER: You're getting a little ahead of yourself, but needless to say that Irving was a showman and loved the theater. Loved everything about show business, is that correct?

RIFKIN: Oh, absolutely.

KELLER: In fact some people say that he was a chip off the old block from his uncle.

RIFKIN: His uncle Irving Berlin.

KELLER: I don't remember him in the detail that you do. So then, he was always getting involved in various situations, various deals, trying to promote things and everything. You were what, more or less the rein?

RIFKIN: No you couldn't rein Irving in. I became the guy who had to pick up the pieces, and conduct a salvage operation usually. By this time, and I guess by now I'm in the 1959 era, I was promoted to executive vice president. So Irving was out doing his thing, and I was trying to keep the company alive and going. It was at this time, that the most peculiar thing happened. Irving was a great gourmet eater as everybody knew and never would skip a two martini, four course luncheons. I was more attuned to having a pastrami sandwich at my desk. And one particular day, I was doing just that, and the receptionist called me and said "Mr. Rifkin, there's a guy out here who wants to speak to whoever's in charge of the company. What shall I tell him?" And I asked where's he from. And she said, "He's from Denver, Colorado." And I said, I'm in charge, Irving's gone, so show him in." And this Dapper Dan name of Bill Daniels, walked into my office, introduced himself, and quickly said "I've been reading all about your company being in closed circuit television, vis à vis the fights, I want to tell you about another facet of closed circuit television." I said "What's that?" He said it's called community antenna television. I said "What's that?" Bill proceeded to tell me how there were probably 400,000 homes in the country at that time who were receiving television via wired systems because they were located behind mountains, or distances from television stations where they couldn't get a good signal. And the only way they could get it was some entrepreneur setting up an antenna, capturing the signal and then wiring it to the customer's homes. Sounded very interesting.

KELLER: Were you interested immediately, on the first pitch that Bill made to you at that point?

RIFKIN: No, I've got to tell you more about the pitch. Bill's pitch was that he was one of the founders of the earliest systems. That he currently owned pieces of several, but that he had more recently hung out a shingle in Denver as a business broker, and had formed Daniels and Associates. And he was undertaking to bring new capital, more plentiful capital, more sophisticated capital to the business. He thought it was a great buying opportunity. So upon questioning Bill, he told me what the market price was, these things would sell at three and a half times their annual cash flow. Didn't sound too high to a financial guy. I doubted that there was much of a business behind his words, but he promised to keep me informed. I asked him for data, more specifics, and he said he would do that. Bill came back to New York, probably six weeks later, brought me some financial statements of some specific properties that he thought could be bought. Sat me down for hours and kind of answered all the questions I could dream up about how the business worked, how it was regulated, what the upsides were, the downsides, the problems. My appetite was getting whetted. Bill came back a third time and finally said "Hey, enough is enough, are you guys going to move?"

KELLER: Do you recall any specific systems that he was pitching at you at that time?

RIFKIN: Yes. But let me get to that. Bill then said "Monty, I can talk to you here in New York all week long, but you've got to come out and see some of these companies. That's the way to do it." So I finally agreed in August of 1959 to fly to Denver, to be met by Bill, to go up to Casper, Wyoming, which was one of the systems that Bill owned a piece of, that he thought we could buy. To go from there to Rawlings, Wyoming, same story. To go from there to Farmington, New Mexico, same story and then to Silver City, New Mexico, to look at a system that Bruce Merrill of Ameco in Phoenix owned. Well, I agreed to do it. Got my first shock when I got off the airplane in Denver. Instead of Bill, there was a gorgeous, about six foot tall, statuesque woman, with two white Russian wolfhounds, meeting me in dilapidated Stapleton Airport. Introduced herself as Bill's wife of the moment. Do you remember, what was her name-Eileen? Bill's wife, apologized for Bill. Indicated that he had gotten another speeding ticket, had his license revoked, and that he was up in Casper waiting for me. So she put me on a plane to Casper, met Bill and went through that trip.

What was kind of interesting, met the Schneider boys, Gene and Richard, who were manager, chief engineer and co-partners in the Casper system. And what I found most interesting about looking at those systems, was the fact that the owners were kind of hiding them in back alleys. They had non-descript offices, kind of unidentified, and when I questioned why, they said they really didn't want to call attention to themselves. They really felt that they were stealing. That the public was paying them for an antenna service that in other parts of the country, most parts of the country were free. And there was a real inferiority complex amongst those operators. They were pulling a lot of cash out of the business, were reinvesting it, were expanding their cable lines, starting to build other markets, and they were obviously running a little scared.

I completed the trip, went back to New York, went into Irving's office, and said "Irving, we ought to gather every dollar we can raise. We ought to sell off any of our other businesses that we can sell and we ought to take every bit of capital we can get or use our stock and buy these cable systems. I think it's going to be a great business. Irving, to his credit, got right on that bandwagon. He was enough of a visionary that it didn't take much coaxing. He didn't like the part about parting with the things we were doing. But he recognized that we had very, very limited resources at TelePrompTer. We did do one thing, we conferred with our Vice President of Engineering who was Hub Schlafly, a man who was later around the cable industry a long time. At Hub's urging, we commissioned a study by some engineering group at the Bell Labs to allay our fears of direct to home television broadcasting, because that was about the time that the Russians had put Sputnik up in the air, and signals were starting to be bounced. The report from Bell Labs came back and said technologically it will be feasible to have satellite to home, but for a variety of reasons, governmental, localism, not wishing to upset the table of allocations amongst TV stations, they felt that there was at least a five year window before that would happen. So they were predicting safety, competition free from satellite until 1964.

Well, it didn't take a mathematical wizard to know that if you could buy systems at three and a half times cash flow, then you'd have at least five years of a comfortable life, you could return your investment and then some. So we set out to buy cable systems. I took the operation under my wing. That was my baby. I did the first three deals with Bill, we were not able to buy the Casper system, the Schneiders reneged at the last moment. We did buy Rawlings, Silver City and Farmington, and I believe we closed on those in December of '59 and January of '60. I now had three cable systems to run, needed some help, so I promoted Jack Gault out of the mailroom and made him the cable television operator. Got him some airline tickets. He ran around the country, learned the business very quickly, and actually became a very, very trusted and needed right arm.

Bill was the broker, and of course was very proud to have attracted "a large public company like TelePrompTer" to the community antenna industry. The acronym cable television came many, many years later. We got reasonably good publicity in the trade papers, a little bit in some national press, and our phone lines kind of started to ring. We had other independent cable operators around the country asking if we'd buy them. So I got very busy looking into further acquisitions. Next acquired the system in Liberal, Kansas. After that acquired the system in Elmira, New York. After that, actually started up a brand new system in Great Falls, Montana. At this time my memory gets a little cloudy.

KELLER: Why do you think that the owners/operators of those systems at that time, wanted to sell?

RIFKIN: I think they were...well for one, every one of them had investments of practically nothing. They basically started the systems by charging the first few customers a hundred and fifty dollar installation cost, and took the money and then built a little plant to get more customers and kept pyramiding it. So even at those low multiples, these people were making big money, and big for them. They were not industrialists, they were TV repairmen, appliance sales people, an automobile dealer in one case. This looked very good to them. They were also starting to feel the pressure of government. And I can't tell you a lot about what transpired in the mid fifties, by way of potential federal legislation, lawsuits, blocking actions by the telephone companies that wouldn't permit attachments to the poles. But there were a lot of obstacles and a lot of overhanging problems.

KELLER: I don't want to go into the specifics of this whole thing, but just to refresh your memory, these were the kinds of things that people were involved in. The FCC was investigating at that time whether or not they had any jurisdiction to regulate the systems and I know that scared a lot of people. The telephone companies were always a thorn in our sides also. So there were legitimate fears.

But at the same time Monty, you might recall, Bill also was pitching a rather wealthy entrepreneur also from Republic Life Insurance Company, C.A. Sammons, just about the same time. Wasn't he looking at that system?

RIFKIN: I think a bit later.

KELLER: Was it a bit later? I thought it was roughly around this time. The reason I bring it up is that you mentioned that indeed Bill was crowing about the fact that he had convinced a large company like TelePrompTer to get into the business. But I thought he was also going after Sammons. I'm not exactly sure what the timing was there.

RIFKIN: I think we preceded Sammons.

KELLER: Oh, you did, there's no question.

RIFKIN: Strangely enough, Bill never did another brokerage deal with TelePrompTer, at least during my tenure there, which lasted until the beginning of 1963. Nothing wrong. We loved Bill. But our doors were open. We found some other brokers. There was a Blackbird and Company, they were broadcast brokers. Started to do cable. They came after us. We had people come directly. And we just never clicked on another deal with Bill. My relationship with Bill, however, solidified, and shortly after we closed the first several acquisitions, Bill approached me and said "Hey why don't you come out to Denver and join me." You like this business, we get along fine, why not?" I said "Hey Bill, I've been west of the Mississippi one time in my life. That was to look at your cable systems. I'm a New York boy. My wife grew up across the street from me. We were childhood sweethearts. All our families were there. We couldn't dream of the wild and woolly West. Bill said "Well, I'm going to keep pursuing you, I'm not going to give up. I think this would be great for you and for me." Bill did continue to pursue me. And I guess it was not until three years later that I finally...well, three years later Bill was getting frustrated with me, and said "I've got to meet your wife and talk to her." He came to New York, met Rella, saw her reluctance, fear, what have you. Suggested that we come out to Denver for several days as his guest and he wanted to show us the community. We agreed to do that, using one of our vacation periods. We got to Denver. Bill rolled out the carpet, showed us the best of things. The snow capped peaks, while we were in the swimming pool at Cherry Hills Country Club. Had us meet some great people in town and kind of got us over the hump. Agreed to join Bill, relocate to Denver, which I did in March of 1963 with my family following in June when school was out and the kids were ready to move.

Bill had a partner, Carl Williams. We had met Carl before, just about my age. Great guy, lawyer by training. To some extent Carl was to Bill what I was to Irving Kahn, so Carl and I got along just great. I was greatly shocked a couple of months later to find that Bill and Carl were splitting up, and I was going to be forced to make a decision as to which one I went with. Were you there at the time?

KELLER: I was there at the time. I had the same decision to make.

RIFKIN: It was a very nice choice to make. I think either one would have proven great, but for whatever reason, I stayed with Bill. I had formed in effect, a management company subsidiary, so as Bill was brokering deals, syndicating deals, buying cable properties together with financial investors, they were then handed to me to operate. There were some great people around at that time, Dick Zell was our controller. Kip Fletcher was our engineer, and Jim Keller was there in the operating capacity, not brokerage. Allen Harmon was a broker. About a year later John Saeman joined us. Initially on the management side, and then moved on to brokerage and started a great career with Daniels. I quickly got into the financial side of things. I never liked brokerage. But I did like the syndication side of the business, the financing of acquisitions, so I started working with Bill, in addition to management, putting groups of investors together to buy systems which we then managed. It was during that period of time I think I went on the NCTA board for the first time, and was absolutely fascinated by the people, their different backgrounds, their common objectives, their approach to problems, their doggedness, their entrepreneurial spirits. These were people like Frank Thompson, Ben Conroy, Bill Adler, Al Ricci, Al Malin, Marty Malarkey, the list goes on and on. It was just a privilege to be working with them, to be fighting along side of them, and those were all great days. Scary days, disaster always loomed around the corner. But we somehow managed to conquer each adversary that presented itself.

KELLER: Do you remember some of the companies that you brought into the business and were then managing?

RIFKIN: Our prime contact was a gentleman name Royal Little who is known as the father of conglomerates in the country. He was the founder and he formed the Textron Corporation. I guess this was back in the fifties. And was the first to really use a publicly traded stock to acquire undervalued companies, utilizing inflated stock price certificate as consideration and he bought Bell Helicopters and any number of disparate things, companies under the banner of Textron. Roy had retired from Textron, and formed a small business investment company, an SBIC called Narragansett Capital Corp. headquartered in Providence, Rhode Island. It had public shareholders. No it borrowed money from the Small Business Administration and was permitted and encouraged to reinvest and help small businesses grow. Bill had done one or two deals with Narragansett. He handed them off to me, and I proceeded to make numerous deals with them, working with people like Al Hartman, Harvey Sorrells...

KELLER: Do you remember whether in addition to providing financing capital Narragansett also took equity in the companies?

RIFKIN: Oh, surely. That was their thing. They could provide the loans but obviously it was always with a substantial equity kicker. Roy Little's desire and I heard him say this a dozen times, throughout the rest of his life, that his style of investing was to find competent people that he could trust and that were willing to put some of their own money into the deals, and stake their rewards really on the upside, and that's what he found in us. And we made a great combination. When Narragansett, by regulation could no longer invest with us because of concentration problems in one industry and in one company, Roy then moved us to some of his other pools of capital, one of which was the Memorial Drive Trust which was the Arthur D. Little Employees Profit Sharing Trust. And we made several deals with them. We were also put in touch with another SBIC in Boston called Boston Capital Corporation, a company where we met a gentleman named Courtney Whiten, who oversaw their investments. And that company was also an investor, I believe in Spencer Kennedy Laboratories an equipment supplier from Boston.

KELLER: Didn't they also go into Continental at that time - Bud Hostetter's group.

RIFKIN: Yeah. But of course, Bud Hostetter, that's an interesting story. After joining Bill, one of the first assignments I was given was to go to Keene, New Hampshire and attend the board meeting of the little company that Bill had formed to acquire the Keene, New Hampshire system. I went to that meeting, and one of the other board members was a fellow even younger than I, and his name was Amos Hostetter. Amos had recently graduated from the Harvard Business School, was working for a small investment group in Boston, and I think his group had been invited to make a 50,000 dollar investment in the Keene, New Hampshire system. And Bud was overseeing it. Needless to say, Bud fell in love with the business. Shortly thereafter resigned, and went into the business himself and you'll hear his story directly.

KELLER: I don't believe that Bud ever bought any systems in the early days. I think he always got the franchises then built them.

RIFKIN: Bud and Irv, their start in the business, and we were close friends and were always comparing notes and consulting with each other. He and Irv Grousbeck, his partner, each selected a market. Grousbeck took Quincy, Illinois, Bud took Tiffin, Iowa. They each moved there. Physically relocated and pursued the franchises and for many, many years, all they did was get franchises and build as opposed to acquire.

In 1964, after being with Bill for close to a year, I recall a meeting we had with a former broadcast engineer whose name gets away from me, but who was representing a man called Jack Kent Cooke, a Canadian who had recently located to Beverly Hills, California, whose avowed business purpose was to acquire newspapers and cable television systems. Bill and I had a lengthy meeting with this person consulting for Jack, which led to meetings with Jack, excellent rapport between us, and the next thing that happened, Bill engineered the sale of several of the portfolio properties we had, owned together with Narragansett to Jack Kent Cooke, who had no organization at that point, so he engaged us here in Denver to continue to manage the properties for him. And I think those properties were Barstow and Laguna Beach and Keene, New Hampshire.

KELLER: My first managerial job in Barstow and Laguna.

RIFKIN: Is that right?

KELLER: For Daniels, by the way.

RIFKIN: We hit it off really well. Jack Cooke had lots of resources. He wanted to move very quickly. And he did start to move quickly. Other brokers approached him with deals, even though there was potential conflict of interest. Jack would contact me, ask my opinion on the deals. Finally he got my wife and I to Beverly Hills and tried to get me to join him. We came very close, in fact we went house hunting out there, even made an offer on a house which fortunately wasn't accepted, and it gave us time to rethink the decision.

KELLER: I never knew that.

RIFKIN: Nobody ever knew that.

KELLER: Did he go then to Bill Bresnan?

RIFKIN: Yeah. One of the systems or a couple of the systems Jack then bought from Frank Thompson and Paul Schmidt were Rochester, Minnesota and Mankato. Bill Bresnan was the manager in Mankato, and Jack took a liking to him and moved him. And he then came down. Life at Daniels. Very interesting. Bill Daniels and Associates doing well. Bill, a great partner and boss, sharing in the spoils with people. But unfortunately always living on next year's income. Bill was a soft touch. Anybody who he had ever known in his prior days, hitting on bad times would come through Denver or call Bill. Bill would help them out. Bill didn't really give himself the time to build equity. But really interested in living high and fast, paying alimony to ex wives, flitting around the country super first class. So constantly getting himself behind the eight ball, to the point at which he'd have to sell off some assets to get caught up and start that cycle all over again. So Bill was reasonably late in amassing the wealth he should have, considering where he was and his capabilities. But we had funny times at Daniels. He came in one day and announced to his controller Dick Zell that he had just bought a jet airplane from Storer and Dick was supposed to figure out how to pay for it. We almost had a revolt as I remember. A bunch of the people were going to gang up and say "Bill, we can't live through this. It's the plane or us." And my words were "Don't do it guys, because it'll be the plane. When Bill sets out to do something, he does it. He'll work it out, it will all work out." And it did.

KELLER: I remember Dick tearing his hair out. Coming now to the mid '60s, 1963. Bill and Carl split in what 1965?

RIFKIN: No, it was in '63. It was a month after I got here. The business in general growing, picking up, companies that in the old days only thought they could make it in underserved television markets. No signals available off the air, one, perhaps two, now we're moving ever closer to the bigger cities, to the core cities amidst great problems in the business with importation of distant signals, independent signals, local origination just barely starting, people putting weather channels on the air. Needless to say, the entrepreneurial spirit moving forward and the country was slowly getting wired. And more and more sophisticated money was coming into the business during those years. Jack Kent Cooke, Republic Life Insurance of Dallas.

KELLER: Question for you. It's a good time to bring this in right now. Most of the financing for the companies that eventually ended up in Denver, were from banks in New York, Boston, Chicago, Dallas, but very, very little of the money actually came from the Denver banks. Can you ever explain why that was?

RIFKIN: The Denver banks were really very small in terms of total assets. They were really not terribly unlike neighborhood banks. As a matter of fact, Denver did not have a branch bank.....

KELLER: No, they did not at that time.

RIFKIN: So, with the exception of a couple of downtown banks that catered to the oil industry, Denver, Colorado was characterized by a multitude of individually owned banks. Practicality, they were not large, didn't have the lending capacities. We took the money that was sent to banks that were willing to be a little bit risky, in order to earn slightly better returns to recognize the cable industry and make loans.

KELLER: Tell me about that term risk from the banker's perspective at that time, roughly mid '60s.

RIFKIN: Well, it's hard to pin it down specifically, but clearly it was an industry fraught with risk. The satellite risk never materialized during those days. But we were fighting the broadcast industry very, very strongly entrenched, strong lobby group in Washington. They got their way with government and the regulatory bodies. Cable under the thumb of the telephone companies. At points they would not permit attachments to their poles. What did cable operators do? They put their own pole plants up, which were an eyesore in the community. They were terrible, they were not safe. But it was a means to breaking down these barriers. Copyright litigation being threatened, because the cable industry was picking up programs and reselling them without compensating the property rights owners. And also the broadcast industry. Television stations were coming on the air right and left, changing the balance of "free" television. Rabbit ears reception vs. antenna reception vs. cable reception. Huge allocations of UHF frequencies which meant potentially thousands of additional stations. And the broadcast industry flourishing. So tremendous potential competition there maybe to twelve channels. From there a step up to twenty three channels. Then we found that amplifiers were available that we could pass thirty six channels. Every one of those step ups kind of created technological obsolescence and the need to upgrade and replace. Enormous problems with the cities. Cable became a political football. Cable was in a lot of small towns. Mayors wielded an enormous amount of power. Some of it unscrupulously. Hire my brother-in-law to do your maintenance work or else. Franchises or operating rights up for renewal. Well, we're not going to give you a renewal, unless you do A B C and D. So it was a good industry, but certainly confronted with huge problems.

KELLER: That's a good statement of what the fear of the bankers was at that point. But you also mentioned earlier, while at TelePrompTer you looked at a system, and you were looking at about a three and a half times cash flow return. Do you recall the progression of when this went from three and a half to where it started to skyrocket?

RIFKIN: Yeah, I think by the time I got to Daniels in '63, I think the market multiples were more in the five, six, seven times range. Which as a buyer, meant you took quite a bit of a gulp when you signed up for that program. I think by that time, monthly rates had risen to as high as five dollars a month. Programming cost was zero. Operating costs were relatively small and mostly fixed, embedded costs. So once you got to the point of covering cash flow break even, out of every incremental five dollars a month, better than four, four and a half of it flowed to the bottom.

So 1966, '67, Wall Street starting to recognize cable. One of the other entrants to the business in the early '60s was a company called H and B American. They were publicly traded on the American Exchange as I remember. And they were a company that was formed to acquire the Jerrold properties. Jerrold, the leading equipment supplier, hit with anti-trust and forced to divest of their operating properties. So there was H and B, a public company in the industry. Another sophisticated type of money that came to the industry was through the Harris family.

Burt and Irving Harris, wealthy entrepreneurs owned television stations, got into cable. I can't remember the name of their company. But they merged with a company called Cypress Communications. Cypress had been formed by a fellow named Randy Tucker, who was a partner in the Wall Street firm of Hornblower and Weeks. So cable was sort of growing up and starting to become visible.

KELLER: People, especially the bankers liked that consistent cash flow, month after month after month. You could demonstrate where it was going.

RIFKIN: Right. And those of us in the industry of course, looking for another form of currency we could use to continue to develop and grow in this capital intensive business. So we started kind of looking at the public markets. My recollection is that Cypress was the first of a raft of us to come public. They had the entrée of course of the Hornblower Partners behind them. About that time, I sat down with Bill Daniels and suggested to Bill that this era of public companies was coming. That we had an opportunity to be a leader in it, and that this was something I had kind of done before, I had been trained to do and that I'd love to do again. So I concocted the idea of forming American Television and Communications Corp, a holding company to in effect acquire by merger the fourteen or fifteen different entities that Bill and I and other investors owned, and then to take that company, which would number about 45,000 subscribers at that point, and take that company public, and create a currency we could use for further acquisitions and to facilitate cheaper financings. Bill thought it was a great idea, didn't personally want to have anything to do with it. He didn't like the idea of living in a fishbowl. But he was very pleased with the thought of securing liquidity for his equity interests, and having the ability to sell pieces of his stock off at any time. So I formed ATC, moved across the street from Daniels into eleven hundred square feet of space. Took Dick Zell with me. Hired a secretary, and we were off and running. This was 1968. The other thing I did at that point, I recruited Doug Dittrick from Schenectady, New York where he was the general manager of what was then the General Electric Cablevision division, GE being a broadcaster had gotten into cable. We had met Doug, liked his style, his abilities, and got Doug to sign on. So it's late '68. The Securities Commission slowed our initial sale of stock down a bit. We didn't conclude it until March of 1969. I'm not sure, but I think we might have raised two and a half or three million dollars, which was a great sum at that time. But we were off and running. And there were other public companies that followed us. Jack Crosby brought his company public, and I can't remember the name. Bob Rosencrans, who had been at TelePrompTer observed what we were doing, went off on his own and formed his cable company back in 1960 or '61. And there were probably, must have been others.

KELLER: The Schneiders were going public about that time too, weren't they?

RIFKIN: Well, no. The Schneiders actually ended up taking over Gencoe. Remember Tubby Flynn and Jack Crosby formed Gencoe, and it was headquartered in Oklahoma. And then Schneider brought Livingston Oil in. The other one was TCI. Magness came public about that time also, or shortly after. So there were a number of us. It was great fun. It was certainly an up period. I think by 1969, some of the barriers were breaking down. I think the telephone companies were granting attachment agreements. The industry had demonstrated that we could survive and grow in two station markets. So there were more markets to be franchised and built. It was a period of great activity.

KELLER: Was it at this point that you were convinced that it was a business?

RIFKIN: Oh yeah, it was a business. The Wall Street investment community recognized us. Insurance company lenders recognized the industry and were now willing to grant loans for ten year periods which had previously been unheard of. So things were generally looking very, very good, but with clouds always on the horizon. I don't think from Cable Association board meeting to board meeting we ever had a three or four month period where there wasn't some crisis that caused us to run to Washington and convene and figure out how to do battle.

KELLER: Were you on the board continuously then from this point until you were chairman in 1983?

RIFKIN: Yes. I don't remember when I went on the board. It was early in the game. I think I served for almost 20 years. And I think there was one period where I might have gone off for one year, but I can't recall. But even if I wasn't on the board officially, I was at the meetings. The meetings were great. Quite often they were boondoggles held in nice parts of the country, good golf courses. It was a fun loving crowd. We had good times. So we're all growing at 1970. We undertook at about this time, I can't remember the order, but ATC was growing, so I recruited Jack Gault, my former TelePrompTer comrade. Hired Bruce Lovitt. Bruce was the legal counsel for the trade association and we could foresee an intensive period of franchising dealing with local governments. Figured we need somebody savvy in the political arena who also knew the ins and outs of the regulatory oversights and regulation. And Bruce served for us in that capacity in our Washington office for a number of years.

Did something interesting. I believe it was 1969 or '70. I had been vacationing in Florida and picked up something in the paper indicating that Disney was contemplating building a major amusement park up in the Orlando area. I think Orlando was served by three television stations at that point. So I got the idea of our seeking a franchise. Thought it would be one of the great markets if Disney ever did come. Orlando was a sleepy town but larger than those that cable was typically in even at that time. So we proceeded, and Jack Gault headed up that operation. And we succeeded in winning the Orlando franchise, I believe it was 1970. To our dismay we found out that the city of Orlando was only a small part of that metropolitan area, and we needed twenty or so additional franchises, cities and counties to round it out. And it took a couple of years, but we did get most of them. We at ATC at that time, continued to emphasize the franchising game, and we selected secondary markets. Big cities, by historical standards, but not the major metropolitan areas. So we franchised over the next several years, that being probably 1970 to 1973. Places like Lynchburg, Virginia, Albany, New York, Champagne/ Urbana, Illinois, Shreveport, Louisiana, Jackson, Mississippi, Green Bay, Wisconsin, Fresno, California.

KELLER: A number of others in Wisconsin.

RIFKIN: Fond du Lac with Don Jones, and Appleton, Norman, Oklahoma. And I'm sure I'm missing. In 1971, we acquired some systems from the Jefferson Standard Broadcasting Company. It was called Jefferson Carolina. It had systems in Charlotte, North Carolina and Greensboro, and Savannah, Georgia and some others. We paid for that acquisition partly in stock and we gave the seller registration rights which they exercised in 1972, causing us to file with the SEC and go into registration for their shares. At about that time, we concocted a very exciting potential transaction. That being a merger with Cox Cable, which was an offshoot of Cox Enterprises which had similarly gone public, and was probably along with ATC...together we were the two more highly regarded companies in the industry. We did cook up that deal. The board of directors agreed all issues were resolved. We were horrendously excited about what this was going to form. And as the announcement came out, shortly thereafter, well, before the announcement came out, we put our registration statement for Jefferson, Carolina on ice, because we couldn't move forward with stale financial information and disclosures, and could not proceed until the merger was concluded or until we included details of the merger. Today's a funny time to be talking about this, having heard about the Justice Department just shooting down the PrimeStar deal. But the Justice Department challenged our little merger, feeling it would be anti-competitive, which was outrageous. We tried to lobby. We had several meetings with the Justice Department. We felt that if we litigated and went through the struggle, we would prevail. But strategically decided that it would take several years to do that, and the two companies would be paralyzed in the meantime, but if we closed the transaction, no cities would grant us an additional franchise wondering if the Justice Department prevailed, and we were split up again, who would do what. With hindsight, one of the sorry situations that should have happened. It would have been a great move for the entire industry, and would have accelerated growth very dramatically. We were sued by Jefferson Carolina because we didn't utilize our best efforts to register their shares and get them sold. We felt we were right. Some very high powered lawyers told us we were right. We decided to fight the issue. We went to court and were horrendously disappointed to find that the judge ruled against us. The judge felt that our obligation to get those shares registered and sold preceded and preempted our obligation to all of the shareholders to conclude the merger, and we ended up with an unfavorable judgement of some two million dollars which we paid. One of the more disappointing moments in my career.

KELLER: A question that has always been in my mind about that. With the political situation at the Justice Department and with the huge, huge political clout that Leonard Reinsch had at that time, why that couldn't have been put together.

RIFKIN: Jim, I don't know. It might have been, Leonard of course a Democrat. And usually it takes a Republican group of appointees to favor big business. So typically, in those days....

KELLER: That was the Nixon Administration at that time.

RIFKIN: Don't know. Leonard was along in years. He was still chairman of Cox. And he participated in the merger discussions and was all for it. But couldn't get it done. The event in 1973 that was momentous. Got a phone call from the Morgan Guarantee Trust Company, one of ATC's bankers. Fellow who called said he was calling on behalf of another client of theirs, Time Inc. And I said "Oh?" He said they would like to talk to you and they have engaged us to Morgan Bank to be the go between in selling our Time Life cable systems to you at ATC in return for your stock. Sounded interesting. Time Life owned five or six broadcast properties. Had used those around the country to muscle or buy into some cable operations. Terre Haute, Indiana, San Diego, California, don't remember the others.

KELLER: San Diego was a big one.

RIFKIN: Yeah, that was a big investment. They did not control those systems. They had minority ownership in some. I think a couple of majority ownerships. But in any event they were not pleased with the progress they were making, and in their words they wanted to hitch their wagon to our star. We were delighted with that, so we entered into negotiations, discussions. As I remember, my dealings were primarily with Barry Zorthian who headed Time Life Cable. One of his deputies was Nick Nicholas who was a young guy out of the treasurer's office. And Barry reported in turn to Dick Munro who was a group vice president, video who reported to Jim Sheffley. We concluded those negotiations favorably. I don't believe we issued all stock. We didn't want to issue that much. I think we gave Time sufficient stock so that they owned nine percent of our company. And we paid the balance in cash, perhaps even notes. The first thing I did when that transaction closed, I invited Jim Sheffley, the president of Time on our board. At first he thought that we were too small and he wouldn't waste time with that. I twisted his arm and Jim came on our board. I think it was a great move for us. He was a great board member, a very pragmatic, tell it like it is, get right down to action kind of guy. Gave us further credibility out in the financial community and throughout the industry. Started our relationship with Time Inc. I guess I'll continue that one because that's really the story.

We got along fine. I think that Time liked what we did. Made a huge mistake back then. Among the Time Life properties, was a majority interest in Sterling Television, which was Chuck Dolan's company that had the franchise in Lower Manhattan. TelePrompTer had the franchise in Upper Manhattan and Harlem. And they were struggling, all of them, something terrible. As we were going through the negotiations, Time wanted us to also take over Sterling. And we were concerned that the problems there were huge. That growing out of those problems would have been an anchor around our string of successes and growth pattern. And we told them that no, if they insisted on Sterling, we wouldn't do anything with them. And so they agreed to do the deal, to retain ownership of Sterling. In fact, we helped them do some planning to buy Chuck Dolan out, so they could gain some tax loss benefit from Sterling. I think about that time Nick Nicholas was put in charge of Sterling Manhattan, and Thayer Bigelow was his deputy. We started informally consulting with them and exchanging a lot of information and generally helping them.

Nineteen seventy five brought us...of course Chuck had just started Home Box Office or they started it shortly after Chuck Dolan left, I don't remember. But Home Box Office was the first pay television distributor of any import. It was primarily bicycling films around. Then it started using some microwave over the southern tier of New York. Jerry Levin I believe was then hired and running it. Sid Topol was at Scientific Atlanta, dreaming of ten meter satellite dishes in everybody's backyard. Sid convened a meeting of Home Box Office, ourselves and Bob Rosencrans and put forth the idea of HBO distributing via satellite. Levin ran with the ball. His company let him take the plunge. Rosencrans and we each put a ten meter dish in place, his in Vero Beach, ours in Jackson, Mississippi. And on September 30, 1975 we brought to our respective cable systems, the Thrilla from Manila, which was the heavyweight championship fight of the decade. It worked like a charm. And that's really the event that if anything is responsible for the industry being where it is today, it was that event. It was the demonstration that the economics of a real time network were there. The dish at about 100,000 dollars was not a great obstacle. Most cable systems could afford it. And the ability again, on a real time basis to have Hollywood films, live sporting events, etc. as a product offering for our customers, just opened up revenue stream that fueled enormous growth, probably ever since, but primarily for the six or seven years immediately thereafter. And those six or seven years gave operators the ability to now go into the major metropolitan areas and come in with a total channel lineup that made what was previously available to them pale in comparison.

KELLER: There's no question it was the watershed. It's interesting, we were in a meeting with Sid Topol the other day, and he divided up the eras of the industry from the pre-satellite era, the satellite era, up to 1992 and then he put it into the digital internet area.

RIFKIN: Well, '92 I'd sort of make the satellite era '75 to '95.

KELLER: Please go back again and name those men that were in that meeting that first formulated the idea.

RIFKIN: Yeah. It was Sid, and Bob Rosencrans, myself, Jerry Levin and I don't remember if Nick was there or not.

KELLER: Was there an engineer involved in that deal at that time?

RIFKIN: Well, Sid was an engineer by training, but I don't remember...

KELLER: This is the first time I've ever heard of that meeting.

RIFKIN: At Times headquarters in New York on the 34th floor. Shortly after that, Ted Turner upped and Ted had been a great help to the industry with his WTBS, a great independent station and Ted was one of the broadcasters who was friendly to the cable industry. He was good for us, we were good for him. Carriage of his station expanded his advertising base dramatically. He programmed accordingly. So he became about the leading independent in the country and the cable industry wherever it could, off the air, via landline, microwave was carrying WTBS.

Ted immediately followed HBO, rented his satellite space, and started distributing TBS. We all know what came from Ted. Viacom, a major company, a spin-off from CBS, good size public company at that point in radio, in cable and I believe some television. Program syndication. Also got into the pay TV business. And really the cable industry was off and running. The programmers followed the mold that had been set for them. Those were great days. Those were days of construct new markets as fast as you can. They penetrated quickly. The overlay of offering pay services to our customers, gave another stream of revenues a great boost. Also, the more channels offered in the basic or expanded package, penetrations moved beyond where anybody had anticipated where they could have been.

KELLER: But not easily, as I recall and I'd like you to elucidate on this also. When the industry was going to the financial groups, the banks and so on, at first they wouldn't permit the use of any pay television revenues in your financial projections. Do you recall that? And it took some time before they were able to recognize that was part of our business.

RIFKIN: Yeah, I don't remember it that distinctly, Jim. I can understand at first, really for a very short time, the pay revenues were debatable. Were the film companies going to license the films? Or were they going to do it themselves. Remember, they came up with their own distributor, Steve Roberts headed it, Prevue. That was going to go head to head. And they did. They showed up at a convention and they hung around for about a year. None of the cable operators wanted to deal with them, and they folded. So for a short time, there was some question. But I don't think it took very long to see the appetites of the consumer and the monies that started to flow to Hollywood. Remember, that was pretty much before Blockbuster and before video stores, so it was a great source of revenue for the film companies. So I think that started to be accepted pretty well.

KELLER: At first they wouldn't accept these revenues at all, then they said we'll accept 25%, then 50%. So it wasn't in the eyes of everybody to be the real

watershed of the industry.

RIFKIN: No, it took some time for that to develop, but it sure got things going. Shortly thereafter, the FCC withdrew their licensing requirement to build the dish. So then all you had were your environmental questions. The engineers started coming up with smaller dishes which made it cheaper and easier, so the dishes could go into small cable systems. It was just a great day. Market penetrations which we used to think would top off generally at 35 or 40%. We were suddenly seeing 50 and 60%. So, great days.

Back to Time Inc., they took their position with us in 1973. Maybe in 1975 or '76 they came to us indicating that there were blocks of ATC unregistered stock around, shares we had issued in acquisitions that were being offered in a private transaction. Did we have any objection to their buying it? We had no objection. We had a love match going with Time, Inc. and they with us. We had no formal stand still agreement. That's an agreement typically where you try to tie the hands of a major shareholder from buying additional shares and perhaps getting control. So Time Inc. bought that block of stock.

KELLER: Who was selling that stock. Do you know?

RIFKIN: I can't recall. I think it came through some broker in Boston.

KELLER: But Jefferson Pilot never had any stock at that point?

RIFKIN: No, their shares were ultimately registered. Maybe the settlement was we bought it back, but paid them the difference between what they could have gotten in the market.

KELLER: But this was not the block that was up at that time?

RIFKIN: No, I don't think so. It might have been some of Bill Daniels stock. I just can't recall.

KELLER: That seems to ring a bell.

RIFKIN: In any event, that took Time to, 14 or 15% of the stock. A few months later they came back to us again and said you know, if we were to own 19% of the stock, we could consolidate for financial statement purposes. I believe we at ATC had turned into the black and were profitable at that point. So it was desirable for Time Inc. to in effect pick up their share of our earnings in their statements. So there was a good logic. Again, they said they had no ulterior motives. Would we bless it? And they said if we wouldn't bless it, that's the end of it. We blessed it. They went into the open market and bought up to 19%. Got to where they wanted to be. Still we had no agreement. They came back to us later. I guess now we're into 1977, maybe the beginning of 1978. They bought some more shares. And I think they ultimately got up to about 25% of the ownership. Clearly a controlled block, but never exercised any element of control. They had their one seat on the board, and they were just perfect corporate citizens. Our relationship with the people on the operating line as well as the Time Inc. management board was excellent. It was not a surprise when in 1978, Dick Munro and Nick Nicholas approached me and said "Hey, doesn't it really make sense for us to kind of formalize this informal marriage and see if we can't acquire the entire company? We were not surprised at this approach. We met with them. We had certain criteria. We wanted a transaction to be in the form of a tax free exchange so that those of us who didn't wish to cash in their portion could take Time Inc. securities and hold them. And we concocted a form of a deal that would work. It was constructed as a merger of ATC into Time, Inc. We couldn't agree on the total consideration of price. We parted company. And I think, as I can remember, I was in New York, meeting with Munro and Nicholas. It was just prior to Christmas. Or it was the Christmas season. It was winter. It was cold and dreary, and we kind of packed up our papers at the end of the day and I got on an airplane to come back to Denver disappointed. And I did not deliver the deal. They wouldn't meet our price. I was in favor of the deal. And I think a day later, Nick called me and said "OK, we'll meet your price, come on back, let's get it done." So we announced the deal as I recall in December of 1978 and with FCC filings and transfers and so on, it did not close until November of '79.

KELLER: You had some franchises that were holding out as I remember. Some little ones that didn't mean a thing after awhile.

RIFKIN: Yeah, I don't remember what held us up. Microwave licenses, we had everything. In fact we had applied for that Channel 20 here in Denver. And that was awarded. But we had a cross ownership, we had to vacate that. It was kind of normal red tape in those days.

KELLER: I can remember a little town of Blackwell, Oklahoma that never did agree to the transfer of the franchise. Just a little thing that sticks in the back of my mind.

RIFKIN: Could well be.

KELLER: Who was on your board at that time?

RIFKIN: I was the only management member of the board. We had two representatives from Narragansett. We had ......Sheplly from Time Inc. We had Gene Devalpine representative of the Memorial Drive Trust. We had Collier Crumb, a total independent. Collier assisted Dean at the Harvard Business School, who provided invaluable advice and guidance to the company along the way. But it was a relatively small board. I think that was probably it. So, if anything, the board was controlled by Narragansett. It could have been controlled by Time Inc. but the board was really good to management. They gave us the reins, and we ran it according to plan and never disappointed them. So it was a very happy exercise.

I guess I should go back, another interesting interlude. Through Bill Daniels, I met Pete Conrad, one of the original astronauts, and got to know Pete. And Pete came on our board back in 1969 or 1970. We were pursuing an acquisition of a big cable operator in Pennsylvania who was very impressed with the fact, he was an engineer by training, he was very impressed with the moon shot program, and very impressed that we had Pete Conrad on our board. So we leaned on Pete, and he arranged and got us an invitation to hold a board meeting down at Cape Canaveral just prior to the launch of Frank Borman's mission around the moon which preceded the landing on the moon. And so we took this operator from Pennsylvania and his wife down to Cape Canaveral.

KELLER: Do you remember who the operator was?

RIFKIN: Oh sure, it was Jim Palmer. We were all thrilled to stand there and feel the ground tremble as this rocket lifted off. It was quite a thing. That was the mission where Frank Borman said something of a religious nature as he circled the moon. Every prior launch had just been up and down. This one got to the moon, circled it and came back. And it was the predecessor, I think one or two flights later, was the moon landing. We never concluded the deal with that Pennsylvania operator, cause he also had a manufacturing facility, and we did not want to be in the manufacturing company. He wanted to do one deal, not two.

Pete flew the second moon landing mission, and after he flew that successfully, he started to talk to us about retiring from NASA. We started to talk to him about coming with us. He was

Tape 2/A the second man on the moon. I believe he stayed around NASA long enough that he might have even had a second...

KELLER: Skylab. He was one of the developers of Skylab and I think he flew a Skylab mission.

RIFKIN: I don't recall. But in any event, Pete retired after he had done it all. Joined us as a COO. Brought two people with us who were at the Martin Marietta company here in Denver who had worked with Pete as subcontractors on the space missions. And adjusted to the civilian life. I'm not so sure that I adjusted as well. We got along fine for awhile. Pete built a home out near mine in here in Denver. We were great buddies, but after not too terribly many months we really found we had different ideas as to how things should be done. And Pete decided to go off and get back into the aerospace business, and took a senior position with McDonnell Douglas. That was the Pete Conrad era.

Just thinking about people, I should remark about another instance. Now I think I'm back in 1970, and we're still occupying that little twelve hundred square foot office across the street from Daniels. And a fellow walked in

one day and introduced himself and said "I'm Joe Collins, and I want a job." And I said "Tell me about this." And Joe said that he was currently finishing his coursework at the Harvard Business School. He had attended Brown. And one of the things he had done, a program, in effect a thesis, was to design a market research study that dealt with cable television. So he had done that and gone out and interviewed 100 people and came back all charged up about cable television, and figured the best thing to do now was to get into the business. This was rather unique. Prior to this time, for people we looked around the industry and we stole from each other. Nobody had much of a recruitment program or training. Thought this was a wonderful opportunity to get started. Here was an extremely well educated guy. And a tough, bright, hard hitting guy who was in love with our industry before he even worked at it. Yeah, we made a deal on the spot. Joe finished his term. Went down to Orlando, Florida where we were building this system. Went down there as marketing manager, which was in effect number 2 position, and I think inside of 90 days had run the manager off and Joe was the general manager and was on a very, very fast track from there forward within our company. We moved him from there back to headquarters. He became a regional vice president as I recall. And executive VP, and on my departure, Trygve Myhren was named chairman and Joe was made president. That started our recruitment program. After that, we got proactive and we started going to business schools, the better ones in the country, and tough competing with the management consultants, the major investment banks, commercial banks and large corporations. We managed each year to try to get one or two forward thinking guys to come with us. And in that fashion we hired John Rigsby and Larry Howe and we had Dave Van Valkenburg who's been president of more cable companies than anyone, come to us. He was a Harvard MBA, but was working as a research analyst for IDS in Minneapolis and he came and offered himself to us. We hired Mike McKruden out of Washington D.C. He was working in some White House office of telecommunications as I recall. Other kind of interesting things about ATC---we outgrew that twelve hundred square foot space, and our accounting department overflowed down the street. And then we outgrew that. We found ourselves in three different locations in Cherry Creek where we decided to take a major step. We bought a piece of land at a suburban office park here in Denver and built the forty some thousand square foot building which we thought was going to be it forever. It was great. We were out in the country. There were deer out on the golf course in front of us in the mornings. No place to eat lunch, but that was OK. We outgrew that I think so rapidly, it was kind of a joke. We then built the hundred thousand square foot building and filled it up. After my departure in 1982, ATC grew even beyond that into other buildings out in South Denver.

What was memorable during the era of being a division of Time Inc. I was the CEO, and Manhattan Cable which I had shunned five years previously, was now doing quite well. Pay television helped it enormously. Thayer Bigelow was the president of it. So now we had Manhattan Cable reporting back to us again. And about that time, it crossed the hundred thousand subscriber mark which was rather momentous. And about that time, ATC was just poised to cross the one million subscriber mark. We were the first cable company to reach that level. We planned a grand celebration. I still have a 1" videotape of it. I doubt that there's a machine around that it would play on. But the Time Inc. key members of the board came out. We got some local entertainment. We had a few speeches and it was a gala evening enjoyed by the whole staff, some members of the local community, press, etc. An era of dynamic growth. Markets were building. Portland, Maine. The ones I mentioned earlier; by now we had Rochester, New York.

KELLER: You had San Diego back by this time.

RIFKIN: We just grew San Diego. We grew into unbuilt territory. But it was the Time Life nucleus system we built there. We weren't doing much in California. Some small markets near Pasadena. We did Birmingham, Alabama. You mentioned Shreveport before. By this time Orlando had become huge. Jacksonville, Florida. This phase characterized by of a couple of things: one - an intense rivalry with Warner Cable. Warner had grown through acquisition. The parent company was strongly behind it. Warner was extremely aggressive. Threw a huge amount of money at the business, and was competing with us in all the major franchises. Dallas, Texas, Houston, which they won both. Pittsburgh, we came in second. And kind of became cause celeb. Our parent company Time Inc. and Warner Communications were kind of friendly enemy competitors in the entertainment business. Strange that they later got together in a deal. But franchising really got ridiculous at that point. Each side was trying to top the offerings of the others. Things that couldn't be built economically, couldn't be delivered. Promises. Warner promising an interactive kind of system that had a name—Qube—which was utterly ridiculous.

KELLER: But by the same token ATC was hyping Orlando as a two way interactive system at that time.

RIFKIN: Yeah, but we put an experiment in, and it clearly showed that there was no economic basis for it, so we stopped. And we did not have franchise requirements. We were hyping to win franchise, but we never signed a franchise that provided for anything we couldn't do. Other than Denver, Colorado with dual cable. But that came just a bit later. So things kind of, to me weren't that much fun. We were becoming more and more a division of a large company. We were loosing our autonomy. We terminated all our banking relationships of many years standing, and basically Time Inc. the parent, became our banker. So we missed that. I guess we missed the challenges and the independence and it's not, hopefully it's atypical that the entrepreneurial juices were slowed down. Not by command, but by friction. We started spending an undue amount of time making full scale detailed presentations to lawyers of management, divisional VPs, the board of directors. It was great flying around the country in private planes, but that kind of wasn't the way. So I was starting to chafe at the bit, and yet my dream and my life was ATC and I was being treated extremely well. So it was not a decision I could hastily make. I finally reached the point where I thought it would be healthier for the company and for me if I were to resign. Which I did in late1982, I think it was. I had a brief interlude at that point forming a partnership with 20th Century Fox which had just been purchased by Marvin Davis an acquaintance of mine here in Denver, a billionaire. After six months, Hollywood and I didn't mesh, and we terminated that. I hung out the shingle we have today as Rifkin and Associates, a company I formed to basically get back into cable television operations, planning to acquire a number of systems, apply hands on management techniques, to grow them, to structure the ownership venture capital style, to be able to provide liquidity for individual deals. To have an umbrella organization, but for each investment to be a separate partnership, maximizing tax advantage and essentially having fun but still working at the industry that I knew so well. Took two people with me. Chip Morris, who was VP corporate development at ATC and my secretary and we've had a wonderful 15 years.

One other person worth mentioning, back in early ATC days, perhaps 1969 or so we lost a secretary, needed another one, and a local employment agency delivered June Travis to our doorstep. When we found that back in Ohio she had worked as secretary to the manager of a radio station, we thought she had just what we needed. We hired her and that was like launching another rocket. June was a fabulous employee. Great capacity to learn. She went to school here while working and got an executive MBA from Denver University. She grew from secretary to director of communications. Took on tasks like the preparation of our annual report to stockholders. All internal PR. Coordinating with the external PR agency. Moved from there into operations. Vice president operations, personnel management, human resources, VP administration I think at one point. From there to VP operations, from there to Executive VP, operations. And after leaving ATC about a year or two later, I was able to entice June to join me again at Rifkin and Associates as president and COO, and she put in several great years here before going to Washington to become Executive VP of the National Trade Association, where she is today.

Probably I'm forgetting at least a half dozen other very memorable people who currently can look back on great careers, and hopefully we contributed substantially to their beginnings and development.

So Rifkin and Associates 1982. Go make deals. Essentially the country is cabled. There are no new franchises to be had. So it's a matter of buying underdeveloped systems and mismanaged systems or spotting value out there, inherent value and developing it. Quickly found a deal that met that. Now I needed the capital to conclude. Called Roy Little who I probably had last had contact with in 1978 or '79 when we concluded the Time Inc. deal. Roy immediately invited me back to Rhode Island to meet with him. He jumped right on the bandwagon. Said "Let's do it again." At this point was really retired. Had his son running Narragansett Capital which was now a regulated investment company. Worked with Arthur, did a number of deals, number of acquisitions together and renewed that relationship, which has proven very fine for both of us. We grew Rifkin and Associates kind of slowly, in kind of a controlled fashion. Started to need some people, so we looked back to ATC and hired Pete Smith who had built Albany, New York and Portland, Maine. Made him our chief engineer. Hired Paul Bamby who joined us as a VP marketing and then moved into general operations, hired Roger Leonard who had been in charge of internal audit. Essentially tried to emulate the Daniels pattern of making everybody a partner. Strong incentive program. Ownership so that we're all pulling in the same direction. And as we have periodically had deals mature and sell, the benefits have been awarded to all of the officers here. I guess we got as high as 400 and some thousand subscribers, sold off down to three hundred thousand. We're currently back to 350,000 and growing. Probably two further items to mention. Cable industry hit bad times in 1989. Nineteen eighty nine things peaked. And hysteria was in the marketplace and prices were running wild. And we decided to pull our horns in at that point. We proved correct. There was a credit crunch almost immediately thereafter. Highly leveraged transactions were frowned upon. Bank financing dried up. For the first time in its history the cable industry had several deals go bad with actual defaults and money lost. To make matters worse, in 1992 our friendly government reimposed rate regulation on the industry, an absolute crushing blow. It froze the industry in place or set it back probably for at least two years before the politicians recognized the error of their ways. And we just rode out that storm. Nobody lost anything. And started getting modestly aggressive in 1995 to the present time where we're continuing to gear up for further growth. And one of our areas of growth is a little different. We recognized the maturity of the industry in the US, and looked around the world and saw opportunities. So together with the major money management group in New York, we have formed a company called Intercom Holdings Inc. and its charter is to develop telecommunications operations wherever in the world the right mix is found. We currently are building broadband cable systems in the south of France and in the suburbs of Paris. We have recently acquired cable systems on the island of Trinidad and have consolidated them into a 50,000 subscriber operation. And we have various other acquisitions as well as developmental deals in the works. So it's great fun. It's an opportunity to kind of do it all over again albeit the difficulties of language and travel really are putting younger people than I on the firing line. I'm sort of sitting back and reviewing and playing.

KELLER: How long do you feel you're going to continue to do this?

RIFKIN: As long as I can walk in and out of this office, Jim.

KELLER: You've done it now twice and yet you still look forward to doing some more.

RIFKIN: It's great fun. It's been a great challenge. The people...and this little session has caused me to reflect and remember people. It's all with great fondness and love and admiration and respect. Even people we competed with and fought with, they're all great in their own ways. Having been part of a team of pioneers and entrepreneurs who thrust aside every obstacle and prevailed and prospered, it's a mind boggling experience to be able to look back and say "Gee, I was there. I was a part of it." I'm proud to have been a part of it, and my family and my heirs are enjoying it and will continue to enjoy it as well.

KELLER: But have any of your sons come into the business as professionals?

RIFKIN: Yeah. I never believed in nepotism, but my oldest son is a partner in a national law firm based which has an office here in Denver, and he does a good deal of our legal work. My second son is VP operations here, and he recently had triplets so it's a little hard to expect 70 hour weeks out of him. But making up for that is my son-in-law who is the president and chief operating officer. I recently relinquished the office of chief executive to Kevin Allen who I brought here from New York two years ago. So Kevin is the vice chairman and CEO and Jeff Bennis, my son in law is the president and COO. So I think it's a great team. They are all essentially 40 years of age or less and aggressive, young, talented, hungry tigers.

KELLER: You've always had those though.

RIFKIN: Yeah, I guess if there's a reputation I've had in the industry that I don't think is warranted and I don't enjoy hearing it is that of running a lean and mean operation. True, I think we have always run a tight and effective operation. I don't know about the meanness though.

KELLER: Well, I think that just goes along with it. If you will reflect back on the very early days of ATC, when every purchase order, whether it be for a nickel or a hundred dollars was signed by the chairman, and every check that was put out at that time was put out by the chairman. I think that's where that reputation of yours started to build.

RIFKIN: It's probably all we had.

KELLER: And to hear you say we can carry the suppliers for 90 days or something before we have to put out the screws. I don't think that's a criticism at all. A lot of people learned from you. I'm about ready to wrap it up, unless you can think of anything else you want to put in. Thanks again, Monty. Really appreciate this opportunity.

RIFKIN: It was fun.