(FORTUNE Magazine) – "As long as I am treated nicely, and I can be of some help, I'll be only too pleased to do anything I can, anytime," says MCA President Sidney J. Sheinberg. Had he been able to get that message through to Matsushita Electric Industrial Co., he might have continued to run the Hollywood studio that released Jurassic Park and Schindler's List. Instead, Sheinberg took a couple of days last week-in what now appears to be his last months on the job-to squire Seagram Co. CEO Edgar Bronfman Jr. around the vast MCA property. Seagram is working determinedly toward a June closing of its $5.7 billion purchase of 80% of MCA.

"I think I've done it long enough," Sheinberg told Fortune in his first public statement on the matter. As COO for 22 years, Sheinberg has spent most of his career in the No. 2 role to MCA's chairman and CEO, Lew R. Wasserman, 82. Sheinberg, 60, is expected to start his own outfit-possibly with his two sons. Sheinberg insists he hasn't decided what to do.

For all their Hollywood savvy, Sheinberg and Wasserman never solved a classic managing dilemma--how to get through to those blockheads at HQ. Ultimately the two told Matsushita they would leave unless empowered to make bolder strategic moves at MCA. Instead, Matsushita said sayonara to MCA, even keeping Wasserman and Sheinberg in the dark for months while negotiating with Seagram.

Sheinberg never made things easy for his Japanese bosses. He bristled in the press about the shortcomings of his Matsushita managers. And he has confirmed that he wrote a protesting letter to them after he and Wasserman traveled to Osaka to pitch the idea of investing in a network-only to be denied an audience. "I would have had great regrets if I had not written the letter," he said.

Nor does he shrink from criticism that he and Wasserman behaved as if the two had never sold MCA in the first place: "I think that's a fair criticism, and that was our great strength. You'll go a long time before you'll find an executive of this company that is ever heard to say, 'Oh, Christ, what difference does it make--it's their money.' You will not find that."

Sheinberg's outspokenness would be missed. During a 1985 race with Walt Disney Co. to build Florida's first studio tour attraction, he characterized Disney as a "ravenous rat."

But he has only kind words for Seagram CEO Bronfman. "I'm very impressed by Edgar Jr. He seems like a real nice, sensible guy, and I kind of took an instant liking to him." Bronfman would be wise to return the compliment, because treating Sheinberg nicely makes sense. Sheinberg's knowledge of MCA is unparalleled, but, more important, he could hold an admission ticket to DreamWorks, the company recently launched by film director Steven Spielberg, music mogul David Geffen, and former Disney studio chief Jeffrey Katzenberg.

At the height of MCA's struggle with Matsushita, Geffen publicly declared that DreamWorks would do business with MCA only if Sheinberg stayed. Fine sentiment that, but insiders say DreamWorks may base its operations at MCA with or without Sheinberg, as long as the Bronfmans treat Sheinberg and Wasserman better than the Japanese did. Spielberg, too, is a Sid loyalist, but there are compelling business reasons for DreamWorks to stay at MCA, where it is headquartered currently. MCA owns the films for which Spielberg might make sequels, and he has a vested interest in related consumer products and theme-park projects.

So who will run MCA? Superagent Michael Ovitz is the favorite, but there has been a fierce debate over whether Ovitz would give up his current power base to work for 39-year-old Edgar Jr. CAA says Ovitz isn't leaving, which in Hollywood is being taken as a sure sign he's interested. Other names bandied about: Warner Bros. CEO Terry Semel, HBO Chairman Michael Fuchs, and former Disney executive Rich Frank, who was Katzenberg's No. 2 executive at Disney Studios.

Nor is DreamWorks expected to merge with MCA. The startup has already valued itself at nearly $2.7 billion-beyond sensible reach for Seagram, which has vexed enough shareholders by dumping dowdy Du Pont for glamorous MCA.

- Kathryn Harris