March 2017
Pandora, the Flying Dutchman, and Tiomkin?

In the 1960s, near the end of his long and illustrious composing career, Dimitri Tiomkin made a deliberate move to the production side of motion pictures. The four-time Oscar-winning composer’s pursuit of producing culminated with the release of two films, he served as a producer on Mackenna’s Gold (1969) and executive producer for Tchaikovsky (1970).

READ: Tiomkin tries to bring Azef to the big screen

There is now evidence that Tiomkin had a hand in motion picture production as early as 1949 when he entered into agreements wo secure financing for the film Pandora and the Flying Dutchman. Tiomkin and Lewin had known each other for a number of years. Tiomkin composed music for Lewin’s production of Spawn of the North (1938) and wrote the score for The Moon and Sixpence (1942), Lewin’s directorial debut.

READ: The Moon and Sixpence

Pandora and the Flying Dutchman was written and directed by Albert Lewin and produced by Lewin and Kaufman. Lewin never directed a movie he didn’t write. His screenplay for Pandora was based on the version of the Flying Dutchman legend in the opera by Richard Wagner. “Lewin’s intermingling of the Pandora myth and the Dutch legend in a love story of the 1950s is in many ways bold and original,” opined religious studies professor Almut-Barbara Renger in her 2012 book, Ancient Worlds in Film and Television: Gender and Politics.

The Harvard-educated Lewin was an avid art collector and in 1949, around the same time he was probably writing the screenplay for Pandora, he purchased The Magic Flower Game, a Surrealist painting by Dorothea Tanning. (Tanning’s home in Sedona, Arizona was purchased with prize money her husband, Max Ernst, received from an art contest sponsored by Lewin for his 1945 film, The Private Life of Bel Ami.)

Pandora and the Flying Dutchman, unlike most other Hollywood product at the time, was independently financed as a U.S./U.K. co-production. It may, in fact, be one of the first co-productions between the two countries.

According to the AFI Catalog, it was widely reported that Lewin, who was under contract to MGM, took a leave of absence to make Pandora as an independent production for release by the studio. As with many later Hollywood independent productions, the financial interests in, and ownership of, the film became complicated with the passing of time.

Tiomkin’s involvement began with a letter agreement with Kaufman explaining that Tiomkin had negotiated, and would continue to negotiate, financing the film on behalf of both Lewin and Kaufman and that Kaufman, along with others procured by Kaufman, would finance the film.

Letter agreement between Joseph Kaufman and Dimitri Tiomkin, July 1949, page 1

Letter agreement between Joseph Kaufman and Dimitri Tiomkin, July 25, 1949, page 1

Letter agreement between Joseph Kaufman and Dimitri Tiomkin, July 1949, page 2

Letter agreement between Joseph Kaufman and Dimitri Tiomkin, July 25, 1949, page 2

A news item in the trade paper Variety announced the film would be jointly financed with Britain’s John Woolf, head of Romulus Films, Ltd.

Pandora was to be the first film released by Woolf’s newly-created Independent Film Distributors under a May 1950 agreement he entered into with British Lion. (The agreement made British Lion the largest distributor of British films.) The film was already shooting on location in Spain with additional footage to be shot at British Lion’s Shepperton Studios in England.

British exhibitors were enthused with the Woolf-British Lion deal, “certain that it will result in a complete revision of bookings and will ease their film quota obligation problem,” as noted in an article in Motion Picture Daily.

Back in the United States, a production company named Dorkay Productions, had been registered with the State of California on November 12, 1949. Dorkay was only ever associated with one film, Pandora, and while the participants in the company are difficult to ascertain, based on the company’s name it seems likely that Joseph Kaufman was a principle.

It’s possible the name Dorkay was derived from Kaufman’s wife’s name. Doris Kaufman, or Doris K., becomes Dorkay, when the phonetically spelled “Kay” is appended to the first three letters of her first name.

According to the AFI Catalog some production charts in the Hollywood Reporter list Pandora as a Kaydor-Romulus co-production. However, that is the only place wher “Kaydor” is connected to the production, as the film itself, and all other production and publicity material, promote the name Dorkay, not Kaydor.

Kaydor, Dorkay, hmm.

Kaufman and Kaydor are connected with another U.S./U.K. co-production. Kaufman produced Lucky Nick Cain (I’ll  Get You For This) released at roughly the same time as Pandora as a Kaydor and Romulus Films production.

As specified in the agreement for Pandora, Kaufman was to pay Tiomkin 10 percent of his salary as co-producer and any proceeds resulting from the film. In turn, Tiomkin promised his attorney Samuel S. Zagon 10 percent of his 10 percent. (Yes, Hollywood really does work that way.) Tiomkin had a similar agreement with Lewin, and Zagon.

When the trade papers reported that Lewin was to receive a cash payment of $25,000 for Pandora, Zagon contacted the director’s attorney requesting Tiomkin’s 10 percent share of $2,500.


Letter to attorney Sydney S. Steinberg from Samuel S. Zagon, December 5, 1949

Lewin’s attorney replied that he hoped the trade paper reports were prophetic as his client had not yet received any money.

It was the same story in January 1951, when Lewin’s lawyer reiterated that his client had received no money, and further, that Tiomkin’s attorney was not entitled to copies of any agreements Lewin had with other parties.


Letter from Louis E. Schartz to Nelson Rosen, January 26, 1951

One month before Pandora and the Flying Dutchman opened in the U.K. in February 1951, Lewin’s attorney Louis Schwartz explained it would be some time before his client would see any returns. “I am, however, advised that the picture is a very fine one and the ultimate returns should be satisfactory.”

The film, starring Ava Gardner and James Mason, was photographed by Jack Cardiff in Technicolor.

A year after the picture’s release, attorney Nelson Rosen, on behalf of Zagon, Aaron, and Sandler wrote to both Schwartz and Kaufman asking for an accounting of any moneys paid. Tiomkin heard that the film had been sold to television and Kaufman received $35,000 as his share.

By 1957, with still no money forthcoming, Tiomkin’s lawyers were considering bringing a lawsuit against Kaufman and Lewin to force some kind of accounting and payment.


Letter from Samuel S. Zagon to Lew Dreyer, October 22, 1957, page 1


Letter from Samuel S. Zagon to Lew Dreyer, October 22, 1957, page 2

Nearly 10 years after the film’s initial release, Tiomkin finally received a check for $1,381.75 from Lewin, an event that precipiated a flurry of correspondence between the lawyers.

Tiomkin’s lawyer, Samuel S. Zagon wrote to Lewin’s attorney requesting an accounting of the funds and received a response on February 15, 1960. Lewin had suffered a heart attack but was expected to recover. (This was back in the day when a heart attack patient spent weeks recovering in the hospital.)

According to the letter and attached distribution statement, below, Lewin never received a dime for directing the picture. Years earlier Kaufman allegedly sold his entire interest in the picture and the producing company (presumably a reference to Dorkay Productions) to Lewin and Commonwealth Plastics, the maker of plastic toys, doll house accessories, and promotional items. Commonwealth sold part of it’s ownership to Josef Auerbach. The Czech-born Auerbach was a New York-based film producer specializing in reissues, foreign rights, and financing. By 1960, Lewin owned 50 percent of the film, Commonwealth’s share was 33 1/3 percent, and Auerbach owned 16 2/3 percent.

Now, M. & A. Alexander Productions had entered into an agreement with Lewin (and the other owners) for the reissue and television rights to the film. Formed by the Alexander brothers, Max and Arthur, the company specialized in selling broadcast rights of independent movies to television. (Coincidently, M. and A. Alexander was the company repsonsible for the reissue in 1955 of the Tiomkin-scored 1946 film, It’s a Wonderful Life.)


Letter to Samuel S. Zagon from Herbert P. Jacoby, February 15, 1960, page 1


Letter to Samuel S. Zagon from Herbert P. Jacoby, February 15, 1960, page 2


Distribution statement attached to tetter to Samuel S. Zagon from Herbert P. Jacoby, February 15, 1960

Lewin had written off unrecouped costs of acquiring an interest in the mortgage on the picture and deducted attorney’s fees on the sale to M. & A. Alexander Productions, neither of which were allowed by the agreement between Lewin and Tiomkin. Alexander paid Lewin $36,666,68 as a down payment for all re-issue and television rights for 10 years.

Meanwhile Kaufman, in a 1959 interview claimed Pandora started the trend of making Hollywood films in foreign countries.



MGM claimed it couldn’t be made for less than $3 million, Kaufman related. We did it, with the financing of Elliot Hyman and, in England, the Woolf brothers, for $1.1 million.

This is the first public mention of financing from Elliot Hyman, who in the 1950s served as president of Associated Artist Productions, a television film distributing company.

Kaufman had allegedly received $35,000 (years earlier) in connection with the picture. In April 1960, in explaining his financial situation to Zagon he did not admit to owing Tiomkin any money; however, he did agree to execute a note payable to Tiomkin for $3,500, the 10 percent due under the 1949 agreement.


Copy of a letter from Joseph Kaufman to Samuel S. Zagon, April 22, 1960

A promissory note was issued with a term of one year.

Meanwhile a second check from Lewin in the amount of $1,267.04 arrived in July 1960.


Letter from Samuel S. Zagon to Dimitri Tiomkin, July 11, 1960

That same month Lewin sent Tiomkin $70.73, amounting to ten percent of money Lewin received from M-G-M for “tail-end distribution of the picture in Latin America.”

Kaufman paid the promissory note with a check in December 1960, post-dated to January 1961. He died on January 17, 1961.

Two final payments from Lewin were received: $1,311.85 in March 1961 and $1,373.66 in February 1962.


Letter from Herbert P. Jacoby to Samuel S. Zagon, February 14, 1962

Tiomkin’s total deferred payments, nearly all received a decade after the initial agreements were signed, amounted to $8,905.03.

After Lewin’s death in 1968 the Parke-Bernet Galleries in New York held a public auction for his collection of primitive and folk art and modern paintings and drawings. Dorothea Tanning’s The Magic Flower Game was among the works sold. In November 2015, Sotheby’s auctioned Tanning’s 1941 painting for US$1,066,000, more than three times the pre-sale estimate of $200,000-$300,000.

Modern art played a role in Lewin’s vision of  Pandora and the Flying Dutchman. The film has been described as “a peculiar yet fascinating mix of modern art and romantic mysticism” in an analysis by Lawrence Russell of the surrealism and futurism to be discovered by modern audiences.

READ: Pandora & the Flying Dutchman / Albert Lewin by Lawrence Russell

Tom Milne writing for the Monthly Film Bulletin dubbed Pandora “a neglected masterpiece.” The film was restored by the George Eastman House and re-released in the U.K. in 2010. It is available on Blu-Ray and DVD.


Correspondence courtesy of Olivia Tiomkin.

American Film Institute (AFI) Catalog

“UK Sees Rank Replaced as Top Producer,” by Peter Burnup, Motion Picture Daily, May 3, 1950

“Kaufman Defends Foreign Filming,” Los Angeles Times, June 1, 1959


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