By Shanna O’Mara
Members of the administration and the Board of Trustees held two discussions this week to clarify information regarding the potential third-party buyer of Westminster Choir College (WCC), but faculty still question the reasons behind the proposed sale and the transparency of the negotiations.
President Gregory Dell’Omo held a faculty and staff forum on the Princeton campus on Oct. 23, followed by a similar event for students that afternoon. Hillman Hall was relatively empty throughout both meetings, perhaps because they were called during Westminster’s Intermezzo — a three-day weekend which is planned ahead of time.
Joel Phillips, professor of music theory and composition, said WCC faculty and students were given the Intermezzo date six months ago, and many made plans to go away.
“Given the administration’s general demeanor regarding WCC, faculty can’t help but wonder whether the choice of date is a deliberate attempt to limit attendance,” Phillips said.
However, Marshall Onofrio, dean of Westminster College of the Arts, said the date was chosen because of scheduling convenience and future opportunity to meet with members of the academic community.
“Yes, we did know this was Intermezzo,” Onofrio said. “We did it anyway knowing we will do something else as well, but there is no day like today to have no conflicts. We will be scheduling other times with students and with faculty in the coming weeks.”
During the forums, the president was joined by Onofrio, university attorney Mark Solomon, Provost DonnaJean Fredeen, university spokeswoman Kristine Brown and Board of Trustees Chairman Robert Schimek, though Schimek could only attend the faculty discussion.
University officials addressed questions about the future of the choir school, including limited details of the potential buyer.
“The group that was selected on August 17 by the Board of Trustees was head and shoulders over everybody else,” Dell’Omo said. “This group really had a vision of where they wanted to take Westminster.”
The entity is a for-profit institution, a fact many have trouble accepting.
“The for-profit metric is antithetical to higher education’s purpose, which is to produce public good,” Phillips said. “That’s why universities are granted a non-profit status in the first place. Every program at Rider, from accounting to Westminster, produces tremendous public good and this — not their per capita profit to the university — is what makes our programs excellent.”
The president confirmed this organization was not the highest bidder. Solomon said “there was no asking price,” but that a list of criteria was presented and offers were then made.
“In that process, we probably received six or so proposals who were willing to [keep WCC in Princeton], all who were international, no domestic ones,” Dell’Omo said.
Jeffrey Halpern, chief negotiator for Rider’s chapter of the American Association of University Professors (AAUP), said he does not understand why an international partner with no higher education experience would want to buy Westminster unless it had plans to make money off the brand name, or dismantle the program for its own gain.
“You cannot make significant profit off Westminster and keep it what it is,” he said, noting that one-on-one instruction is what keeps the students thriving and the school successful.
Dell’Omo said the name of the potential buyer has not yet been revealed out of respect for and protection of the “early, sensitive stages” of negotiation.
Halpern, who was involved in the 1992 merger of Rider with WCC, said this secrecy was not practiced during that transaction.
“No one was asked to sign a nondisclosure agreement then,” he said. “Nondisclosure agreements mean you have something to hide.”
Dell’Omo said negotiations have been steadily moving forward.
The entity has submitted a term sheet outlining conditions for the agreement. Rider is drafting its own term sheet that Dell’Omo said should be completed by late November or early December. He hopes that the terms of the contract will be finalized by January.
Onofrio reiterated facts about the pending transaction and explained that where the organization may lack experience, it exuberates initiative.
“This is an entity that does operate K to 12 education in the home country,” he said. “Some may say, ‘Well what does that mean about higher ed?’ They have indicated that they are looking for this to be a long-term thing for them to be able to get into the higher education market.”
Dell’Omo added, “In their K through 12 schools in the home country, in addition to having really high academic standards in all their schools, each one has a theme and one of those is performing arts.”
Many faculty members have expressed disappointment after not being invited into the negotiating process, thus being kept in the dark about the reason behind the transaction.
“It’s not that we don’t trust their underlying motivation, we don’t believe it,” Halpern said. “We consider it fundamentally dishonest.
“This is purely about taking the assets and turning them into cash because the president and the Board of Trustees think that we can invest them and get a bigger return, that we would get more surplus from a different type of school than a choir school.”
However, Dell’Omo said a broader Rider community will be involved as discussions with the third party continue.
“No organization is ever going to buy an institution like Westminster without first talking to the people,” Dell’Omo said. “They’re going to identify themselves, and that’s probably going to happen sooner or later, and secondly they’ll have those discussions [with faculty and staff].”
The talent at the school is evident; three WCC groups are being considered for Grammy awards this year. Although Westminster is not a hub for profit — operating on an average deficit of $1.7 million between 2010 and 2014, according to Rider’s May 2017 financial form — it has been the strongest program financially the past two years, said Arthur Taylor, professor of information systems and supply chain management.
“Last summer, I was sitting with President Dell’Omo and [Vice President for Finance] Julie Karns when they said, ‘Oh, we have this dire financial situation,’” Taylor said. “The more we dug into that information, it was not, in fact, dire. There are always certain challenges, and we acknowledge that, but the institution was not on the verge of bankruptcy.
“Westminster was running at a surplus for several years, and there’s no reason it wouldn’t run at a surplus in the future.”
Although WCC has brought in $4.2 million in operating surplus for 2015 and 2016 combined, according to the form, Solomon said the choir school cannot thrive on its own.
“What we hear are statements on the street that Westminster is self-supporting and it’s Rider that is the problem, and I’ll just tell you that is not the case,” Solomon said. “Rider has been supporting Westminster, and I don’t say that judgmentally.”
Halpern said this argument has been the presented since last December when the study’s findings were first publicized.
“The premise here is — and it’s constantly repeated — is that the institution is in drastic fiscal trouble, and that it’s Westminster that is causing that problem,” he said. “You can’t morally justify the sale of a not-for-profit element of an institution without some drastic reason.”
During the forum, the president said he wanted to address rumors that have been spreading across both campuses, including one regarding the fate of WCC faculty.
“We have heard that some faculty told their students and others that they’re getting fired at the end of this month,” Dell’Omo said. “That is not true. It’s more of a procedural thing to let them know that there could be a transition away from Rider and to this new entity.”
Although these WCC employees may not be terminated next week, Halpern said their jobs will be at stake as the end of the school year approaches.
“By the end of this month, they are going to give layoff notices to all the faculty,” Halpern said. “And I know they, ‘Oh they’re not really layoff notices.’ But legally, do you know what they are? Layoff notices. Everybody who receives one has to work under the assumption that their employment with Rider University will end on June 30.”
The AAUP is already preparing to resist these potential WCC layoffs, Halpern said.
Dell’Omo said, “The new buyer does not have the legal responsibility to recognize the current collective bargaining agreement between Rider and the faculty union. But they do have a legal requirement to recognize the union and then begin to negotiate with them.”
The legality of this whole process has been called into question, and a lawsuit was filed last June against Rider for violating the 1991 merger agreement under which it acquired the world-renowned choral program.
“The lawsuit against Rider, I believe, is on firm ground,” Taylor said. “There was an agreement to merge. Rider never paid for the assets. The assets themselves were gifted to the previous institution for very specific purposes and subsequent donations have been gifted for very specific purposes.”
The university attorney said he does not understand the basis of the suit because of the extensive research that went into protecting WCC in the long term.
“When you ask me about the litigation, I say I don’t get it because this was an incredibly thoughtful process, and it is a process that is intended to ensure the future of Westminster Choir College,” Solomon said. “No one has come forth with a better idea. I find the litigations to be totally counterproductive.
“They make a legal argument based on the 1991 agreement, but I think that argument has no merit.”
He added that the litigation will likely disrupt the process, thus damaging the institution’s ability to move forward in finding a better-suited partner for WCC. Taylor disagreed.
“You’re pulling the institution apart with your plan,” he said. “How is that not damaging the institution?”
Onofrio said the administration has received a request from a parent to hold a forum for them during Parents’ Weekend early next month. He said that idea was approved and that the discussion will likely be held on Nov. 4 during free period.
“We are going to try to do better with just general messaging,” Onofrio said after students questioned the level of transparency going forward. “We know that we need to be saying more things more regularly.”