Amphitheater Partner Fights Buyout Offer : Concert venue: A co-owner of Irvine Meadows forms a partnership with the former chairman of MCA’s record division to counter a takeover attempt by a company that runs rival Pacific Amphitheatre.

The managing partner of Irvine Meadows Amphitheatre said Monday that he has formed an alliance with music industry heavyweight Irving Azoff to prevent Irvine Meadows from being taken over by the Nederlander Organization, which runs the rival Pacific Amphitheatre in Costa Mesa.

Robert Geddes described his partnership with Azoff, former chairman of MCA Inc.’s music entertainment group, as a “defensive move” to counter a buyout offer by Nederlander, a national entertainment company, and the Ogden Corp. Ogden, a major national concessionaire, also is involved with Nederlander in an effort to build an indoor sports and concert arena in Anaheim.

Geddes said that he opposed even considering the Nederlander-Ogden offer but that others within the four-member partnership that owns Irvine Meadows have been more receptive.

In addition to his interest in Irvine Meadows, Geddes owns a 50% interest in Avalon Attractions, the Encino-based concert promotion firm that has been the exclusive booking agent at Irvine Meadows since 1983.

Nederlander is attempting to form what its lawyer, Neil Papiano, has termed an “association” between the 18,765-capacity Pacific Amphitheatre and the 15,000-capacity Irvine Meadows, which have waged high-stakes bidding wars to book rock and pop attractions since the Pacific opened in 1983. Officials of both venues have said that the competition has led to uniquely lucrative paydays for performers but to financial losses for the venues themselves.

The U.S. Justice Department’s antitrust division has launched a wide-ranging inquiry into whether a deal linking Irvine Meadows and the Pacific would pose an illegal “elimination of competition” between the two large outdoor concert facilities.

Concert business sources familiar with the Nederlander-Ogden bid say that it calls for Nederlander-Ogden to acquire a 75% interest in Irvine Meadows for about $8 million. As part of the deal, Irvine Meadows’ current owners would retain a 25% interest in the amphitheater and also receive a 25% share in the Pacific Amphitheatre.

Geddes, while declining to give details of the offer, said those figures are “definitely in the ballpark.” Neither Papiano nor Ogden officials could be reached for comment.

Geddes said he and Azoff have countered with an offer to buy out his current Irvine Meadows partners--developer Donald M. Koll, chairman of the Koll Co.; Newport Beach attorney Paul Hegness; and Irvine-based business consultant Larry Hoffman.

“I told my partners two things: ‘Let’s either (reject) the (Nederlander) offer or, if you want to sell a majority of the facility, sell it to me and the partnership I’ve put together,’ ” Geddes said. “I’ll just say that (my counteroffer is) more than that being offered by Ogden-Nederlander.”

In fact, Geddes said, he and Azoff want to go through with the buyout even if the Justice Department should veto the Nederlander-Ogden bid as anti-competitive.

“It (started as) more of a defensive move, but it turns out to be a better idea in the long run,” Geddes said of his attempt with Azoff to acquire Irvine Meadows. “I would prefer to buy it with Irving. He’s a very active guy in the industry. He understands the business. He brings more to the partnership than just a financial capability. He’s a great guy to have on your side.”

Geddes said his proposed buyout “takes away all of (the Justice Department’s) concerns--competition continues, and away we go.”

Azoff first rose to prominence as a rock band manager. He headed MCA’s record division from 1983 until last year, when he left to form his own entertainment company and record label. A secretary at Azoff Entertainment on Monday referred questions about the Irvine Meadows deal back to Geddes.

Geddes said he and Azoff “go back 10-plus years. We’ve done a number of companies and projects together,” including Facility Merchandising Inc., a souvenir merchandising company that later was sold to MCA.

Papiano, the Nederlander attorney and partner, has said that an alliance of Irvine Meadows and the Pacific would make the concert business in Orange County more competitive. Irvine Meadows would be thrown open to any promoter who wants to book events there, Papiano said, breaking the exclusive lock that Avalon Attractions has had on the venue. Papiano said it is also “a possibility” that the Pacific Amphitheatre, now booked exclusively by Nederlander, would also be thrown open to all comers.

Nederlander is a national entertainment company that operates several other concert bowls similar to Irvine Meadows and the Pacific Amphitheatre across the United States. Avalon Attractions is the leading independent concert promoter in Southern California. The two also wage a heated battle in the Los Angeles concert market. Geddes acknowledged that losing exclusive booking rights at Irvine Meadows would be a blow to Avalon, but, he said, “I don’t view that as the death of or an immediate peril to Avalon Attractions. It’s a very competitive company.”

Hegness said Monday that the Irvine Meadows partners’ consideration of the Nederlander-Ogden bid is “on hold” until the Justice Department concludes its investigation into the proposed deal.

“We have concluded that (the federal inquiry) is a good idea,” Hegness said. “Now we will know whether or not we have a problem” with regard to antitrust laws. “I don’t think we should have,” he said, “but (Justice Department investigators) are the arbiters of all that.” Hegness said he favors the idea of opening Irvine Meadows to any promoter.

“There are a bunch of other people interested in booking Irvine Meadows Amphitheatre for the Irvine Meadows partners, and that’s good news,” he said. “The only way to make money is to have people in it.”

Geddes said that the current Nederlander bid is “one of many overtures by the Nederlanders to form this--quote--alliance with Irvine Meadows” over the past four or five years.

“It started in ’85 or ‘86, when it became apparent that they wouldn’t run us out of town” in the competition between the two venues, Geddes said. Those earlier offers called for joint operation of the two amphitheaters, he said, but were rebuffed out of hand because the Irvine partners felt such a linkage would run afoul of antitrust laws.

“The difference now is Ogden Allied is involved and the amount of money they’ve put on the table,” Geddes said. “My other partners are non-operating partners who don’t always understand all the nuances” of amphitheater operations. “I think the Nederlanders have seized on that naivete, if you will, by the other partners,” he continued, “and, I believe, sold them a bill of goods that (the proposed deal) is not a problem” in terms of antitrust laws.

Hegness and Geddes both noted that the federal investigation appears to be ranging beyond the Irvine-Pacific competition to take a broader overview of the Southern California concert business.

“Their interest is much broader, to the entire industry. They are asking lots of different questions about how (promoters) book,” Hegness said.

Justice Department documents obtained by The Times indicate that investigators are seeking detailed business records from promoters who might have booked shows or inquired about booking shows at 29 venues in Southern California. Investigators appear to be looking into who played when and where, how many tickets were sold, and how the deals were made.

“We have sent them extensive information” about concert activities by Avalon and Irvine Meadows, Geddes said. “I don’t believe it’s accessible to competitors, so I don’t have a problem with them seeing it or analyzing it. We’re not talking about nuclear science.”