Opening night at the opera.

• Author: OWEN, WILLIAM M.
• Position: Brief Article

A gala party, a brilliant "Boris Godunov" -- and a fateful $688 million deal.

Ed. Note: To conclude our special spotlight on the 15th anniversary of the milestone Smith v. Van Gorkom court case (see pages 24-44 of this edition), we present an account of the fateful moment in time that the controversial merger agreement was signed.

SATURDAY, September 30, 1980, was the opening night of the 26th season of the Lyric Opera at Chicago's Civic Opera House. The thermometer had hit 91 degrees as the capacity crowd of 3,500 in formal garb gathered in the lobby before the 7:30 p.m. curtain to drink champagne and vodka and socialize. The opening night production was Modest Moussorgsky's "Boris Godunov," the tragic tale of a guilt-ridden Russian czar and his troubled life in the 16th century. It was to be the longest opening night in the history of the Lyric Opera, ending at 12:06 a.m. Sunday morning, with an Opera Ball to follow.

A few blocks away, Jerome W. Van Gorkom, chairman of the board and chief executive officer of Trans Union Corp., was hosting a gala opening night party with his wife at the 25th floor penthouse of the Trans Union Building, located at the foot of the LaSalle Street financial district across the street from the stately facade of Continental Illinois National Bank and Trust Co. of Chicago. An ardent backer of the Lyric Opera for over 20 years, Van Gorkom had served as chairman of its board and in various other capacities, working closely in all phases of its operations. And the Van Gorkoms' opening night parties had become almost a tradition for some of Chicago's most influential citizens and opera lovers.

Among those in attendance were Jay Pritzker, a member of the wealthy Pritzker family of Chicago, and his wife. The Pritzkers and Van Gorkoms had known one another off and on for almost 11 years -- ever since they first met skiing in the Swiss Alps. Pritzker, himself a benefactor of the Lyric Opera, was chairman of Hyatt Corp., the well-known hotel company, and Marmon Group Inc., a $1.9 billion in revenues diversified manufacturing and metals trading company, controlling interests in which were held by the Pritzker family.

In recent months, Van Gorkom and Pritzker had served together on the Chicago School Finance Authority -- Van Gorkom as chairman and Pritzker as a member -- working to restore fiscal balance to the Chicago public school system. A five-man board appointed by Chicago Mayor Jane Byrne and Illinois Governor James...