What people fight for says a lot about them. City Press Publishing Inc., which is run by Scene founders Bruce Dobie and Albie Del Favero, has filed a lawsuit seeking majority control over Nfocus, a glossy, society magazine that caters to the affluent.
Del Favero and Herbert Fox Jr., the magazine’s founding editor and a board member, have been sparring this summer over its ownership. Fox has tried to fire the Scene, which has served as the publisher of the magazine, citing unsatisfactory ad sales. Meanwhile, City Press Publishing, which owns a piece of it, would like to own the magazine outright, buying off Fox and the rest of the publication’s well-heeled shareholders. The whole thing is like a Belle Meade divorce: a union that began with hope, promise and mutual interests now crumbling as lawyers squabble over money and contracts.
With the help of the Scene, Fox, a former Banner reporter, began publishing Nfocus in 1993. Three years later, the parties agreed that, for about $3,000 a month and 25 percent of the net income, the then-fledgling alternative weekly would publish the magazine. According to the lawsuit, the agreement also stipulated that the Scene had the right to purchase a majority share of the publication.
So Del Favero and Dobie now want that option. There’s a good reason for that: Unlike the Scene, Nfocus’ revenues are growing, even if they remain a small fraction of the weekly’s. (Neither Dobie nor Del Favero would disclose those figures.)
“It’s always been our intention to buy Nfocus outright,” Del Favero says.
The unpleasantness over Nfocus began to simmer in late May. Anticipating some sort of move from Del Favero, Fox notified the Scene that he was effectively firing the weekly as Nfocus publisher. On May 27, the magazine’s board of directors convened a special meeting at the Stites & Harbison law office downtown. Nfocus’ board of directors is a veritable who’s who of Nashville’s elite social crowd: among others, Alyne Massey, Spook Stream, Charlie Martin and Fox, who has sweat equity in the magazine. There, Del Favero told the shareholders that he was going to exercise his option to buy, which, obviously, would preclude Fox from firing him. Del Favero maintains that, once that notice of intent to purchase was delivered, the Scene then controlled more than 50 percent of Nfocus. That simple.
Not quite. That evening, the magazine had its annual meeting at F. Scott’s, the upscale Green Hills restaurant. At about 6 p.m., the well-mannered Fox, who grew up with many of the socialites he now covers, was busy arranging place cards for the magazine’s 10 or so shareholders. Waiters delivered glasses of white wine and plates of duck appetizers.
But despite such elegant trappings, a duel was in the works. Following his morning presentation, Del Favero brought a special dinner companion: his lawyer, Davis Carr. Not to be outdone, Fox brought his counsel too, Riney Green. While the rest of the shareholders prepared to sit for dinner, the two attorneys huddled in side meetings.
Meanwhile, the meeting commenced, and again Del Favero discussed the Scene’s decision to exercise its option and assume majority control of the company. Nobody got upset, but at least one shareholder told Del Favero that he wasn’t interested in selling. According to the lawsuit City Press Publishing filed Tuesday, Fox said that he wouldn’t recognize the Scene as the majority owner of the company. There was more debate about various procedural issues, but eventually everyone had their dinner, sipped their wine and enjoyed pleasant conversation. That’s the Southern way.
Then things took a different turn. Del Favero soon agreed to accept a $200,000 buyout offer, only to have a change of heart later. Now he and Dobie are taking Fox to court preemptively to prevent him from diluting their share in Nfocus by increasing the number of authorized shares.
Notified about the lawsuit, Fox’s attorney, Riney Green, says that once Del Favero agreed to be bought out, he relinquished the right to exercise majority control of Nfocus. Now his only option is to sell. “We’re waiting on the Scene to show up at the closing with their stock. Hopefully, they’ll do so.”
Interestingly, Dobie declined comment to his own paper about the whole thing. If the new member of Belle Meade County Club is excited about being able to run a magazine that comforts the comfortable, he’s not saying.
Meanwhile, the people who invested in Nfocus never really did it to make money—they have plenty of it, probably far more than Dobie and Del Favero. The shareholders, some of whom have known Fox since they were in diapers, opened their checkbooks for Fox as a friendly gesture. And Fox has worked hard to make Nfocus what it is: a well-read, if mostly frivolous, publication catering to the rich.
Finally, there’s the compelling question of motivation—why are Dobie and Del Favero willing to risk irritating some of the most prominent citizens in Nashville over a vanity monthly magazine, which, by the way, undercuts the Scene’s own credibility as a serious newspaper? Is Village Voice Media, the Scene’s New York-based parent company, wagging the dog here? Del Favero says no, but that hardly explains why the chain’s corporate counsel has been part of the correspondence during the unpleasantness.
