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Wanna a snapshot of Shamrock’s strategy? Then perhaps you should take a peek at Polaroid’s picture past

Jim Hill suggests that Shamrock Holdings’ 1988 attempt to take over the Polaroid Corporation may hold some clues as to what Roy and Stanley’s ultimate goal may be with the Walt Disney Company.

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In response to yesterday’s “This isn’t a sprint anymore. This is a marathon” article, I had one Wall Street insider write to me yesterday and say:

“Thank you for seeing the forest for the trees here, Jim. You alone among all the other Disney webmasters seem to understand how truly complex this whole situation is.

I mean, all that these other websites ever seem to talk about is ‘Eisner, Eisner, Eisner.’ Don’t those other webmasters realize that Roy and Stanley are actually after bigger game here? That Shamrock isn’t just out to oust Disney’s CEO. They also want to clean house with Disney’s Board of Directors as well. Get some people in there who are truly sympathetic to Roy and Stanley’s cause.

Which ISN’T just to “Save Disney.’ Restore the Walt Disney Company’s good name. Disney and Gold also have another, unstated goal. Which is to shore up the value of Disney stock. Which would then firm up Shamrock’s financial future.”

Yeah, I have to admit that I too have been kind of puzzled at how even the mainstream press has been narrowly focusing in Eisner. All the time ignoring how Roy and Stanley have also been calling for shareholders to withhold their proxy votes for three other Disney board members: John Bryson, Judith Estrin and George Mitchell.

Of course, back in 1988, Disney and Gold learned the hard way that it’s damned near impossible to take over a company when you don’t already have the board of directors on your side. Yeah, the wounds of that whole Polaroid debacle still burn deep.

What’s that? You say that you don’t know anything about Shamrock Holdings’ hostile takeover attempt of the Polaroid Corporation back in the late 1980s? But that’s the whole key to understanding the careful, measured approach that Roy and Stanley have taken in their recent effort to oust Eisner.

Here. Let me give you the quick “Reader’s Digest” version of the whole unfortunate Polaroid / Shamrock episode: Now — in order to understand this story — you have to look past Roy Disney’s kind, grandfatherly-looking face and understand that (in corporate circles, anyway) Shamrock has this reputation for being sharp. Smart. A company that sees business opportunities where others do not.

Such was the case in the late 1980s, when Shamrock thought that the Polaroid Corporation was particularly ripe for the plucking. Best known for its instant film and camera business, this Cambridge, MA-based company hadn’t been all that profitable during the latter half of that decade. But — given that Polaroid was then carrying a relatively low debt load — this made Polaroid seem like a company that could really benefit from a management change. In short, a perfect takeover target.

Which is why Roy and Stanley’s staff decided to make its move in the Spring of 1988, when Shamrock bought roughly 5% of Polaroid Corp.’s stock. Then — starting on June 16th — Disney and Gold tried to get ahold of Polaroid CEO I. MacAllister Booth. Supposedly because Shamrock was looking to “… establish the ground work for a good relationship with (Polaroid).”

But Booth was no dummy. He knew what the Shamrock executives were up. So he kept stalling and stalling Disney and Gold. Until finally I. MacAllister agreed to meet with Roy and Stanley on July 13th.

The folks at Shamrock supposedly thought that they had Polaroid over a barrel. But then Booth pulled a fast one. On July 12th, one day before I. MacAllister was supposed to meet with Roy and Stanley, he convened a special meeting of Polaroid’s board of directors.

“What was the purpose of this meeting?” you ask. To supposedly approve a “comprehensive plan” for the reorganization and redirection of the Polaroid Corporation. But the real purpose of this last minute gathering was to find an effective way to fend off Shamrock’s advances.

What Booth and the board came up with was a proposal for an Employee Stock Ownership Plan (ESOP) that would account for 14% of Polaroid’s total shares. Shares that would be under the direct control of the company’s current management.

“So what’s so significant about that?” you query. Well, under Delaware law, any corporation attempting a hostile takeover of another firm has to gain control of 85% of the target company’s shares within three years in order to consummate that merger. Otherwise, the deal was off.

And — given that Polaroid’s management team had just created a huge new block of stock that only they controlled — it now seemed extremely unlikely that Shamrock would ever be able to get their hands on the number of shares necessary in order to succeed with their takeover attempt.

As you might expect, Disney and Gold were absolutely furious when they learned of Booth’s last-minute maneuver. Which is why Shamrock Holdings sued the Polaroid Corporation. Taking the camera company to court to see if they could get the ESOP declared invalid. Unfortunately, the judge in Delaware ruled in Polaroid’s favor. Shamrock then appealed … Only to have the Delaware Supreme Court uphold the earlier decision.

In the end, Shamrock eventually agreed to abandon its quest to take over Polaroid in early 1989. As part of the final settlement between the two firms, the Cambridge, MA-based camera company agreed to pay Roy and Stanley $20 million (reportedly to cover the costs that Shamrock had run up during its nearly year-long attempt to acquire Polaroid) as well as purchase $5 million’s worth of commercial time on Shamrock’s radio and television stations. In return for this payment, Shamrock officials then had to agreed not to try and take over Polaroid Corp. ’til at least March of 1999.

To hear Shamrock officials tell this story, they still managed to come out ahead in the end. “We actually made money off of that deal,” said one senior staffer I spoke with yesterday as he referred to the $25 million that the Cambridge-based corporation coughed up. But as for Polaroid … It quite never got out from under that crushing load of debt that the camera company eventually took on in order to finally scare Shamrock away. The end result was that Polaroid wound up declaring bankruptcy back in October of 2001.

“Which could have been avoided,” continued the Shamrock official that I talked to yesterday. “We had a plan that could have made Polaroid extremely profitable.”

Sadly, Shamrock never got to put that plan into action. But what Roy and Stanley’s people did get to do was put together an after-actions report. Where they supposedly closely examined what had gone wrong with the Polaroid acquisition deal.

The way I hear it, the chief lesson learned was: In order to successfully make a management change-out, the board of directors HAS TO be on your side. Otherwise, no matter how many shares you control or how many shareholders you have on your side, the deal can still go south.

So don’t look toward next week’s events in Philadelphia and think: “This is when Eisner gets the boot. This is when everything changes for the Walt Disney Company.” Sure — what with the California State Teachers Retirement System, the New York State Common Retirement Fund, the New Jersey Division of Investment, the Massachusetts Pension Reserves Investment Management Board and the Virginia Retirement System all getting on with the “Oust Eisner” crusade yesterday — things are looking pretty grim for Disney’s CEO right about now. The momentum’s really running against Michael right now.

But please keep in mind that Roy and Stanley are playing for bigger stakes here. They don’t just want to get rod of Eisner. They also allegedly want to remake Disney’s board in their own image. To reportedly get rid of those directors who were previously unsympathetic to their earlier pleas. As well as bring in new people who will hopefully help Disney and Gold get the Mouse’s house in order. Bring back quality to the Walt Disney Company. But — most important of all — shore up the value of Disney shares and restore Mickey to maximum profitability.

To accomplish all that … Disney’s board of directors really has to be on board with what Roy and Stanley want to do. Which is a lesson that these two learned from their somewhat painful dealings with the Polaroid Corporation.

There’s an old saying:

Those who don’t learn from the past are condemned to repeat it.

This is an axiom that Disney and Gold clearly take to heart. These two are supposedly determined to not ever repeat any mistakes that they’d made in the past. Which is why — even though the media may be focused on Michael Eisner — Roy and Stanley are keep a keen eye on Disney’s board of directors.

“Forest for the trees,” folks. “Forest for the trees.”

Your thoughts?

Jim Hill is an entertainment writer who has specialized in covering The Walt Disney Company for nearly 40 years now. Over that time, he has interviewed hundreds of animators, actors, and Imagineers -- many of whom have shared behind-the-scenes stories with Mr. Hill about how the Mouse House really works. In addition to the 4000+ articles Jim has written for the Web, he also co-hosts a trio of popular podcasts: “Disney Dish with Len Testa,” “Fine Tooning with Drew Taylor” and “Marvel US Disney with Aaron Adams.” Mr. Hill makes his home in Southern New Hampshire with his lovely wife Nancy and two obnoxious cats, Ginger & Betty.

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Jens Dahlmann of LongHorn Steakhouse has lots of great tips when it comes to grilling

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Sure, for some folks, the Fourth of July is all about fireworks. But for the 75% of all Americans who own a grill or a smoker, the Fourth is our Nation’s No. 1 holiday when it comes to grilling. Which is why 3 out of 4 of those folks will spend some time outside today working over a fire.

But here’s the thing: Though 14 million Americans can cook a steak with confidence because they actually grill something every week, the rest of us – because we use our grill or smoker so infrequently … Well, let’s just say that we have no chops when it comes to dealing with chops (pork, veal or otherwise).

So what’s a backyard chef supposed to in a situation like this when there’s so much at steak … er … stake? Turn to someone who really knows their way around a grill for advice. People like Jens Dahlmann, the Vice President and Corporate Executive Chef for Darden Restaurant’s LongHorn Steakhouse brand.

Given that Jens’ father & grandfather were chefs, this is a guy who literally grew up in a kitchen. In his teens & twenties, Dahlmann worked in hotels & restaurants all over Switzerland & Germany. Once he was classically trained in the culinary arts, Jens then  jumped ship. Well, started working on cruise ships, I mean.

Anyway … While working on Cunard’s Sea Goddess, Dahlmann met Sirio Maccioni, the founder of Le Cirque 2000. Sirio was so impressed with Jens’ skills in the kitchen that he offered him the opportunity to become sous-chef at this New York landmark. After four years of working in Manhattan, Dahlmann then headed south to become executive chef at Palm Beach’s prestigious Café L’Europe.

Jens Dahlmann back during his Disney World days

And once Jens began wowing foodies in Florida, it wasn’t all that long ’til the Mouse came a-calling. Mickey wanted Dahlmann to shake things up in the kitchen over at WDW’s Flying Fish Café. And he did such a good job with that Disney’s Boardwalk eatery the next thing Jens knew, he was then being asked to work his magic with the menu at the Contemporary Resort’s California Grill.

From there, Dahlmann had a relatively meteoric rise at the Mouse House. Once he became Epcot’s Food & Beverage general manager, it was only a matter of time before he wound up as the executive chef in charge of this theme park’s annual International Food & Wine Festival. Which – under Jens’ guidance – experienced some truly explosive growth.

“When I took on Food & Wine, that festival was only 35 days long and had gross revenues of just $5.5 million. When I left Disney in 2016, Food & Wine was now over 50 days long and that festival had gross revenues of $22 million,” Dahlmann admitted during a recent sit-down. “I honestly loved those 13 years I spent at Disney. When I was working there, I learned so much because I was really cooking for America.”

And it was exactly that sort of experience & expertise that Darden wanted to tap into when they lured Jens away from Mickey last year to become LongHorn Steakhouse’s new Vice President and Corporate Executive Chef. But today … Well, Dahlmann is offering tips to those of us who are thinking about cooking steak tips for the Fourth.

Photo by Jim Hill

“When you’re planning on grilling this holiday, if you’re looking for a successful result, the obvious place to start is with the quality of the meat you plan on cooking for your friends & family. If you want the best results here, don’t be cheap when you go shopping. Spend the money necessary for a fresh filet or a New York strip. Better yet a Ribeye, a nice thick one with good marbling. Because when you look at the marbling on a steak, that’s where all the flavor happens,” Jens explained. “That said, you always have to remember that — the higher you go with the quality of your meat — the less time you’re going to want that piece of meat to spend on the grill.”

And speaking of cooking … Before you even get started here, Jens suggests that you first take the time to check over all of your grilling equipment. Making sure that the grill itself is first scraped clean & then properly oiled before you then turn up the heat.

“If you’re working with a dirty grill, when you go to turn your meat, it may wind up sticking to the grill. Or maybe those spices that you’ve just so carefully coated your steak with will wind up sticking to the grill, rather than your meat,” Dahlmann continued. “Which is why it’s always worth it to spend a few minutes prior to firing up your grill properly cleaning & oiling it.”

Photo by Jim Hill

And speaking of heat … Again, before you officially get started grilling here, Jens says that it’s crucial to check your temperature gauges. Make sure that your char grill is set at 550 (so that it can then properly handle the thicker cuts of meat) and your flattop is set at 425 (so it can properly sear thinner pieces of meat).

Okay. Once you’ve bought the right cuts of quality meat, properly cleaned & oiled your grill, and then made sure that everything’s set at the right temperature (“If you can only stand to hold your hand directly over the grill for two or three seconds, that’s the right amount of heat,” Dahlmann said), it’s now time to season your steaks.

“Don’t be afraid to be bold here. You can’t be shy when it comes to seasoning your meat. You want to give it a nice coating. Largely because — if you’re using a char grill — a lot of that seasoning is just going to fall off anyway,” Jens stated. “It’s up to you to decide what sort of seasoning you want to use here. Even just some salt & pepper will enhance a steak’s flavor.”

Then – according to Dahlmann – comes the really tough part. Which is placing your meat on the grill and then fighting the urge to flip it too early or too often.

“The biggest mistake that a lot of amateur cooks make is that they flip the steak too many times. The real key to a well-cooked piece of meat is just let it be, “Jens insisted. “Of course, if you’re serving different cuts of meat at your Fourth of July feast, you always want to put your biggest thickest steak on the grill first. If you’re also cooking a New York Strip, you want to put that one on a few minutes later. But after that, just let the grill do its job and flip your meat a total of three or four times, once every three minutes or so.”

Of course, the last thing you want to do is overcook a quality piece of meat. Which is why Dahlmann suggests that – when it comes to grilling steaks – if you’re going to err, err on the side of undercooking.

“You can always put a piece of meat back on the grill if it’s slightly undercooked. When you over-cook something, all you can do then is start over with a brand-new piece of meat,” Jens said. “Just be sure that you’re using the correct cut of meat for the cooking result you’re aiming for. If someone wants a rare or medium rare steak, you should go with a thicker cut of steak. If one of your guests wants their steak cooked medium or well, it’s best to start with a thinner cut of meat.”

Photo by Jim Hill

As you can see, the folks at Longhorn take grilling steaks seriously. How seriously? Just last week at Darden Corporate Headquarters in Orlando, seven of these brand’s top grill masters (who – after weeks of regional competitions – had been culled from the 491 restaurants that make up this chain) competed for a $10,000 prize in the Company’s second annual Steak Master Series. And Dahlmann was one of the people who stood in Darden’s test kitchens, watching like a hawk as each of the contestants struggled to prepare six different dishes in just 20 minutes according to Longhorn Steakhouse’s exacting standards.

“I love that Darden does this. Recognizing the best of the best who work this restaurant,” Jens concluded. “We have a lot of people here who are incredibly knowledgeable & passionate when it comes to grilling.”

Speaking of which … If today’s story doesn’t include the exact piece of info that you need to properly grill that T-bone, just whip out your iPhone & text GRILL to 55702. Or – better yet – visit  ExpertGriller.com prior to firing up your grill or smoker later today. 

This article was originally published by the Huffington Post on Tuesday, July 4, 2017

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Brattleboro’s Strolling of the Heifers is a sincere if somewhat surreal way to spend a summer’s day in Vermont

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Some people travel halfway ‘around the planet so that they can then experience the excitement of the Running of the Bulls in Pamplona. If you’re more of a Slow Living enthusiast (as I am), then perhaps you should amble to Brattleboro, VT. Where – over the first weekend in June – you can then join a herd of cow enthusiasts at the annual Strolling of the Heifers.

Now in its 16th year, this three-day long event typically gets underway on Friday night in June with a combination block party / gallery walk. But then – come Saturday morning – Main Street in Brattleboro is lined with thousands of bovine fans.

Photo by Jim Hill

They’ve staked out primo viewing spots and set up camp chairs hours ahead of time. Just so these folks can then have a front row seat as this year’s crop of calves (which all come from local farms & 4-H clubs) are paraded through the streets.

Photo by Jim Hill

Viewed from curbside, Strolling of the Heifers is kind of this weird melding of a sincere small town celebration and Pasadena’s Doo Dah Parade. Meaning that – for every entry that actually acknowledged this year’s theme (i.e. “Dance to the Moosic”) — …

Photo by Jim Hill

… there was something completely random, like this parade’s synchronized shopping cart unit.

Photo by Jim Hill

And for every piece of authentic Americana (EX: That collection of antique John Deere tractors that came chugging through the city) …

Photo by Jim Hill

… there was something silly. Like – say – a woman dressed as a Holstein pushing a baby stroller through the streets. And riding in that stroller was a pig dressed in a tutu.

Photo by Jim Hill

And given that this event was being staged in the Green Mountain State & all … Well, does it really surprise you to learn that — among the groups that marched in this year’s Strolling of the Heifers – was a group of eco-friendly folks who, with their  chants of “We’re Number One !,” tried to persuade people along the parade route not to flush the toilet after they pee. Because – as it turns out – urine can be turned into fertilizer.

Photo by Jim Hill

And speaking of fertilizer … At the tail end of the parade, there was a group of dedicated volunteers who were dealing with what came out of the tail end of all those cows.

Photo by Jim Hill

This year’s Strolling of the Heifers concluded at the Brattleboro town common. Where event attendees could then get a closer look at some of the featured units in this year’s parade…

Photo by Jim Hill

… or perhaps even pet a few of the participants.

Photo by Jim Hill

But as for the 90+ calves who took part in the 2017 edition of Strolling of the Heifers, once they reached the town common, it was now time for a nosh or a nap.

Photo by Jim Hill

Elsewhere on the common, keeping with this year’s “Dance to the Moosic” theme, various musical groups performed in & around the gazebo throughout the afternoon.

Photo by Jim Hill

While just across the way – keeping with Brattleboro’s tradition of showcasing the various artisans who live & work in the local community – some pretty funky pieces were on display at the Slow Living Exposition.

Photo by Jim Hill

All in all, attending Strolling of the Heifers is a somewhat surreal but still very pleasant way to spend a summer’s day in Vermont. And that’s no bull.

Photo by Jim Hill

Well, that could be a bull. To be honest, what with the wig & all, it’s kind of hard to tell. 

This article was originally published by the Huffington Post on Sunday, June 4, 2017

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Looking to make an authentic Irish meal for Saint Patrick’s Day? If so, then chef Kevin Dundon says not to cook corned beef & cabbage

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Let’s at least start on a positive note: Celebrated chef, author & TV personality Kevin Dundon – the man that Tourism Ireland has repeatedly chosen as the Face of Irish Food – loves a lot of what happens in the United States on March 17th.

“I mean, look at what they do in Chicago on Saint Patrick’s Day. They toss all of this vegetable-based dye into the Chicago River and then paint it green for a day. That’s terrific,” Kevin said.

But then when it comes to what many Americans eat & drink on St. Paddy’s Day (i.e., a big plate of corned beef and cabbage. Which is then washed down with a mug of green beer) … Well, that’s where Dundon has to draw the line.

Irish celebrity chef Kevin Dundon displays a traditional Irish loin of bacon with Colcannon potatoes and a Dunbrody Kiss chocolate dessert. Photo by Tom Burton. Copyright Disney Enterprises, Inc. All rights reserved

“Green beer? No real Irishman would be caught dead drinking that stuff,” Kevin insists. “And as for eating corned beef & cabbage … That’s not actually authentic Irish fare either. Bacon and cabbage? Sure. But corned beef & cabbage was something that the Irish only began eating after they’d come to the States to escape the Famine. And even then these Irish-Americans only began serving corned beef & cabbage to their friends & family because they had to make do with the ingredients that were available to them at that time.”

And thus begins the strange tale of how corned beef & cabbage came to be associated with the North American celebration of Saint Patrick’s Day celebration. Because – according to Dundon – beef just wasn’t all that big a part of the Irish diet back in the 19th century.

To explain: Back in the Old Country, cattle – while they were obviously highly prized for the milk & cheese that they produced – were also beasts of burden. Meaning that they were often used for ploughing the fields or for hauling heavy loads. Which is why – back then — these animals were rarely slaughtered when they were still young & healthy. If anything, land owners liked to put a herd of cattle on display out in one of their pastures because that was then a sign to their neighbors that this farm was prosperous.

“Whereas pork … Well, everybody raised pigs back then. Which is why pork was a staple of the Irish diet rather than beef,” Dundon continued.

So if that’s what people actually ate back in the Old Country, how then did corned beef & cabbage come to be so strongly associated with Saint Patrick’s Day in the States.? That largely had to do with where the Irish wound up living after they arrived in the New World.

“When the Irish first arrived in America following the Great Famine, a lot of them wound up living in the inner city right alongside the Germans & the Jews, who were also recent immigrants to the States. And while that farm-fresh pork that the Irish loved wasn’t readily available, there was brisket. Which the Irish could then cure by first covering this piece of meat with corn kernel-sized pieces of rock salt – that’s how it came to be called corned beef. Because of the sizes of the pieces of rock salt that were used in the curing process – and then placing all that in a pot of water with other spices to soak for a few days.”

And as for the cabbage portion of corned beef & cabbage … Well, according to Kevin, in addition to buying their meat from the kosher delis in their neighborhood, the Irish would also frequent the stores that the German community shopped in. Where – thanks to their love of sauerkraut (i.e., pickled cabbage) – there was always a ready supply of cabbage to be had.

“So when you get right down to it, it was the American melting pot that led to corned beef & cabbage being found in the Irish-American cooking pot,” Dundon continued. “Since they couldn’t find or didn’t have easy access to the exact same ingredients that they had back in Ireland, Irish-Americans made do with what they could find in the immediate vicinity. And what they made was admittedly tasty. But it’s not actually authentic Irish fare.”

Mind you, what Kevin serves at Raglan Road Irish Pub and Restaurant at Disney Springs (which – FYI – Orlando Magazine voted as the area’s best restaurant back in 2014) is nothing if not authentic. Dundon and his team at this acclaimed gastropub pride themselves on making traditional Irish fare and then contemporized it.

Copyright Disney Enterprises, Inc. All rights reserved

“Take – for example – what we serve here instead of corned beef & cabbage. Again, because it was pork – rather than beef – that was the true staple of the Irish diet back then, what we offer instead is a loin of bacon that has been glazed with Irish Mist. That then comes with colcannon potatoes. Which is this traditional Irish dish that’s made up of mashed potato that have had some cabbage & bacon mixed through it,” Kevin enthused. “This heavenly ham – that’s what we actually call this traditional Irish dish at Raglan Road, Kevin’s Heavenly Ham – also includes some savory cabbage with a parsley cream sauce as well as a raisin cider jus. It’s simple food. But because of the basic ingredients – and that’s the real secret of Irish cuisine. That our ingredients are so strong – the flavors just pop off the plate.”

Which brings us to the real challenge that Dundon and the Raglan Road team face every day. Making sure that they actually have all of the ingredients necessary to make this traditional-yet-contemporized Irish fare to those folks who frequent this Walt Disney World favorite.

“Take – for example – the fish we serve here. We only used cold water fish. Salmon, mussels and haddock that have been hauled out of the Atlantic, the ocean that America and Ireland share,” Kevin stated. “Not that there’s anything wrong with warm water fish. It’s just that … Well, it doesn’t have the same structure. It’s a softer fish, which doesn’t really fit the parameters of Irish cuisine. And if you’re going to serve authentic food, you have to be this dedicated when it comes to sourcing your ingredients.

Copyright Mitchell Beazley. All rights reserved

And if you’re thinking of perhaps trying to serve an authentic Irish meal this year, rather than once again serving corned beef & cabbage at your Saint Patrick’s Day Feast … Well, back in September of last year, Mitchell Beazley published “The Raglan Road Cookbook: Inside America’s Favorite Irish Pub.” This 296-page hardcover not only includes the recipe for Kevin’s Heavenly Ham but also it tells the tale of how this now-world-renown restaurant wound up being built in Orlando.

On the other hand, if you happen to have to the luck of the Irish and are actually down at The Walt Disney World Resort right now, it’s worth noting that Raglan Road is right in the middle of its Mighty St. Patrick’s Day Festival. This four day-long event – which includes Irish bands and professional dancers – stretches through Sunday night. And in addition to all that authentic Irish fare that Dundon and his team are cooking up, you also sample the fine selection of beers & cocktails that this establishment’s four distinct antique bars (each of which are more than 130 years old and were imported directly from Ireland) will be serving. Just – As ucht Dé (That’s “For God’s Sake” in Gaelic) – don’t make the mistake of asking the bartender there for a mug of green beer.

“Why would anyone willingly drink something like that?,” Dundon laughed. “I mean, just imagine what their washroom will look like the morning after.”

This article was originally published by the Huffington Post on Friday, March 17, 2017

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