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Time Warner (1990)

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  Summary  

Time Warner is one of the world's largest media companies, headquartered in the Time Warner Center in New York City. Formerly two separate companies, Warner Communications, Inc. and Time Inc., form the current Time Warner, with major operations in film, television and publishing. Among its subsidiaries are New Line Cinema, Time Inc., HBO, Turner Broadcasting System, The CW Television Network, TheWB.com, Warner Bros., Kids' WB, Cartoon Network, Boomerang, Adult Swim, CNN, DC Comics, Warner Bros. Animation, Cartoon Network Studios and Castle Rock Entertainment.

Time Warner is a member of the Motion Picture Association of America .

  Biography  

 1976
In 1972, Kinney National Company spun off its non-entertainment assets due to a financial scandal over its parking operations and renamed itself Warner Communications Inc.

It was the parent company for Warner Bros. Pictures and Warner Music Group during the 1970s and 1980s. It also owned DC Comics and Mad, as well as a majority stake in Garden State National Bank . Warner's initial divestiture efforts led by Garden State CEO Charles A. Agemian were blocked by Garden State board member William A. Conway in 1978; a revised transaction was later completed in 1980.

In 1976, Nolan Bushnell sold his Atari company to Warner Communications for an estimated $2–12 million. Warner made considerable profits with Atari, which it owned from 1976 to 1984. While part of Warner, Atari achieved its greatest success, selling millions of Atari 2600s and computers. At its peak, Atari accounted for a third of Warner's annual income and was the fastest-growing company in the history of the United States at the time.

In 1975, Warner expanded under the guidance of CEO Steve Ross and formed a joint venture with American Express, named Warner-Amex Satellite Entertainment, which held cable channels including MTV , Nickelodeon and The Movie Channel. Warner bought out American Express's half in 1984, and sold the venture a year later to Viacom, which renamed it MTV Networks.

 1985
In 1980, Warner purchased The Franklin Mint for about $225 million. The combination was short lived: Warner sold The Franklin Mint in 1985 to American Protection Industries Inc. for $167.5 million. However, Warner retained Franklin Mint’s Eastern Mountain Sports as well as The Franklin Mint Center, which it leased back to API.

In February 1983, Warner expanded their interests to baseball. Under the direction of Caesar P. Kimmel, executive vice president, bought 48 percent of the Pittsburgh Pirates for $10 million. The company then put up its share for sale in November 1984 following losses of $6 million. The team's elderly majority owner, John W. Galbreath, soon followed suit after learning of Warner's actions.

In 1984, due to the video game crash of 1983, Warner sold the consumer division of Atari to Jack Tramiel. It kept the arcade division and renamed it Atari Games. They sold Atari Games to Namco in 1985, and repurchased it in 1994, renaming it Time-Warner Interactive, until it was sold to Midway Games in 1996. In a long-expected deal, Warner Communications announced on May 11, 1988 they were acquiring Lorimar-Telepictures; the acquisition was finalized on January 12, 1989.

The merger of Time Inc. and Warner Communications was announced on March 4, 1989. During the summer of that same year, Paramount Communications (formerly Gulf+Western) launched a $12.2 billion hostile bid to acquire Time, Inc. in an attempt to end a stock-swap merger deal between Time and Warner Communications. This caused Time to raise its bid for Warner to $14.9 Billion in cash and stock. Paramount responded by filing a lawsuit in a Delaware court to block the Time/Warner merger. The court ruled twice in favor of Time, forcing Paramount to drop both the Time acquisition and the lawsuit, and allowing the formation of Time Warner which was completed on January 10, 1990.

For employees and shareholders of Warner Communications, particularly Warner CEO Steve Ross, the deal was lopsided in their favor as they were paid cash for their shares. However, many shareholders in Time, Inc. were said to be unhappy about the deal. Henry Luce III, the son of Time Inc.'s founder, remarked "Because of that son of a bitch at Paramount, we had to acquire Warner in cash. That made all of the Warner people rich and all the Time people resentful." Despite it being a bull market, it would take seven and a half years for Time Warner shares to climb to the equivalent of Paramount's $200-a-share offer. Despite all the expected synergies of the Time Warner deal, its stock had never managed to outperform the Standard & Poor's 500 Index.

 1990
Time Warner subsequently acquired Ted Turner's Turner Broadcasting System in October 1996. Not only did this result in the company re-entering the basic cable television industry , but Warner Bros. also regained the rights to their pre-1950 film library, which by then had been owned by Turner .

Time Warner had also been owner of the Six Flags Theme Parks chain during the 1990s after near bankruptcy. It sold all Six Flags parks and properties to Oklahoma based Premier Parks on April 1, 1998.

Dick Parsons, already a director on the board since 1991, was hired as Time Warner president in 1995, although the division operational heads continued to report directly to Chairman and CEO Gerald Levin.

 2000

In 2000, a new company called AOL Time Warner was created when AOL purchased Time Warner for US$164 billion. The deal, announced on January 10, 2000 and officially filed on February 11, 2000, employed a merger structure in which each original company merged into a newly created entity. The Federal Trade Commission cleared the deal on December 14, 2000, and gave final approval on January 11, 2001; the company completed the merger later that day. The deal was approved on the same day by the Federal Communications Commission, and had already been cleared by the European Commission on October 11, 2000. Due to the larger market capitalization of AOL, they would own 55% of the new company while Time Warner shareholders owned only 45%, so in actual practice AOL had acquired Time Warner, even though AOL had far less assets and revenues.

AOL Time Warner, Inc., as the company was then called, was supposed to be a merger of equals with top executives from both sides. Gerald Levin, who had served as CEO of Time Warner, was CEO of the new company. Steve Case served as Executive Chairman of the board of directors, Robert W. Pittman and Dick Parsons served as Co-Chief Operating Officers, and J. Michael Kelly became the Chief Financial Officer.

According to AOL President and COO Bob Pittman, the slow-moving Time Warner would now take off at Internet speed, accelerated by AOL: "All you need to do is put a catalyst to , and in a short period, you can alter the growth rate. The growth rate will be like an Internet company." When the AOL Time Warner deal was announced, the vision for its future seemed clear and straightforward; by tapping into AOL, Time Warner would reach deep into the homes of tens of millions of new customers. AOL would use Time Warner's high-speed cable lines to deliver to its subscribers Time Warner's branded magazines, books, music, and movies. This would have created 130 million subscription relationships.

Unfortunately, the growth and profitability of the AOL division stalled due to advertising and subscriber slowdowns in part caused by the burst of the dot-com bubble and the economic recession after September 2001. The value of the America Online division dropped significantly, not unlike the market valuation of similar independent internet companies that drastically fell, and forced a goodwill write-off, causing AOL Time Warner to report a loss of $99 billion in 2002 — at the time, the largest loss ever reported by a company. The total value of AOL stock subsequently went from $226 billion to about $20 billion.

An outburst by Vice Chairman Ted Turner at a board meeting prompted Steve Case to contact each of the directors and push for CEO Gerald Levin's ouster. Although Case's coup attempt was rebuffed by Parsons and several other directors, Levin became frustrated with being unable to "regain the rhythm" at the combined company and announce his resignation in the fall of 2001, effective in May 2002. Although Co-COO Bob Pittman was the strongest supporter of Levin and largely seen as the heir-apparent, Dick Parsons was instead chosen as CEO. Time Warner CFO Michael J. Kelly was demoted to COO of the AOL division, and replaced as CFO by Wayne Pace. AOL Chairman and CEO Barry Schuler was removed from his position and placed in charge of a new "content creation division", being replaced on an interim basis by Pittman, who was already serving as the sole COO after Parson's promotion.

Many expected synergies between AOL and other Time Warner divisions never materialized, as most Time Warner divisions were considered independent fiefs that rarely cooperated prior to the merger. A new incentive program that granted options based on the performance of AOL Time Warner, replacing the cash bonuses for the results of their own division, caused resentment among Time Warner division heads who blamed the AOL division for failing to meet expectations and dragging down the combined company. AOL Time Warner COO Pittman, who expected to have the divisions working closely towards convergence instead found heavy resistance from many division executives, who also criticized Pittman for adhering to optimistic growth targets for AOL Time Warner that were never met. Some of the attacks on Pittman were reported to come from the print media in the Time, Inc. division under Don Logan. Furthermore, CEO Parson's democratic style prevented Pittman from exercising authority over the "old-guard" division heads who resisted Pittman's synergy initiatives.

Pittman announced his resignation as AOL Time Warner COO after July 4, 2002, being reportedly burned out by the AOL special assignment and almost hospitalized, unhappy about the criticism from Time Warner executives, and seeing nowhere to move up in firm as Parsons was firmly entrenched as CEO. Pittman's departure was seen as a great victory to Time Warner executives who wanted to undo the merger. In a sign of AOL's diminishing importance to the media conglomerate, Pittman's responsibilities were divided between two Time Warner veterans; Jeffrey Bewkes who was CEO of Home Box Office, and Don Logan who had been CEO of Time. Logan became chairman of the newly created media and communications group, overseeing America Online, Time, Time Warner Cable, the AOL Time Warner Book Group and the Interactive Video unit, relegating AOL to being just another division in the conglomerate. Bewkes became chairman of the entertainment and networks group, comprising HBO, New Line Cinema, The WB, Turner Networks, Warner Bros. and Warner Music. Both Logan and Bewkes, who had initially opposed the merger, were chosen because they were considered the most successful operational executives in the conglomerate and they would report to AOL Time Warner CEO Richard Parsons. Logan, generally admired at Time Warner and reviled by AOL for being a corporate timeserver who stressed incremental steady growth and not much of a risk taker, moved to purge AOL of several "Pittman panzers".

AOL Time Warner Chairman Steve Case took on added prominence as the co-head of a new strategy committee of the board, making speeches to divisions on synergism and the promise of the Internet. However, under pressure from institutional investor vice president Gordon Crawford who lined up dissenters, Case announced in January 2003 that he would not stand for re-election as executive chairman in the upcoming annual meeting, making CEO Richard Parsons the chairman-elect. That year, the company dropped the "AOL" from its name, and spun off Time-Life's ownership under the legal name Direct Holdings Americas, Inc. Case resigned from the Time Warner board on October 31, 2005.

In 2005, Time Warner was among 53 entities that contributed the maximum of $250,000 to the second inauguration of President George W. Bush. On December 27, 2007 newly installed Time Warner CEO Jeffrey Bewkes discussed possible plans to spin off Time Warner Cable and sell off AOL and Time Inc. This would leave a smaller company made up of Turner Broadcasting, Warner Bros. and HBO. On February 28, 2008 co-chairmen and co-CEOs of New Line Cinema Bob Shaye and Michael Lynne announced their resignations from the 40-year-old movie studio in response to Jeffrey Bewkes's demand for cost-cutting measures at the studio, which he intended to dissolve into Warner Bros.

On May 28, 2009, Time Warner announced that it would spin off AOL as a separate independent company, with the change occurring on December 9, 2009.

On August 25, 2010, Time Warner's Latin American division bought Chilean nationwide terrestrial television station Chilevisión from Chile's current president Sebastián Piñera. Time Warner already operates in the country with CNN Chile.

Transactions made since the AOL-Time Warner merger
Since the merger, a number of transactions have taken place:
  • World Championship Wrestling was sold to WWF Entertainment on March 23, 2001 after Jamie Kellner of TBS decided that wrestling was not in the network's best interest.
  • After William Hanna's death in March 2001, Hanna-Barbera was folded to Warner Bros. Animation.
  • The Atlanta Hawks, Atlanta Thrashers, and operating rights to Philips Arena were sold in mid-2003.
  • The fifty percent share in the cable channel Comedy Central was sold to Viacom.
  • Warner Music Group was sold to a group of investors led by Edgar Bronfman Jr. in March 2004.
  • AOL/Netscape's longrunning litigation against Microsoft was settled out of court.
  • Time Warner announced that it was shutting down its CNNfn financial information channel and disposing of its share in Google .
  • On March 31, 2006 Time Warner sold the Time Warner Book Group to French publisher Hachette Livre, of the Lagardere group.
  • On February 7, 2006, a group led by corporate raider Carl Icahn and Lazard Frères CEO Bruce Wasserstein unveiled a 343-page proposal calling for the breakup of Time Warner into four companies and stock buybacks totaling approximately $20 billion. On February 17, 2006, the Icahn-lead group agreed with Time Warner to not contest the re-election of TW's slate of board members at the 2006 shareholders meeting. In exchange for the Icahn group's cooperation, Time Warner will buy back up to $20 billion of stock, nominate more independent members to the board of directors, cut $1 billion of costs by 2007, and continue discussions with the Icahn group over their proposal, particularly on the future of Time Warner Cable.
  • On February 23, 2006, Turner South, a regional sports and entertainment network in the south, was sold to News Corp's Fox Cable Networks group. The network later became SportSouth.
  • On September 12, 2006, Time Inc. announced that Time4 Media, a group of men's interest magazines including Popular Science and Outdoor Life was to be put up for sale. The sale included 18 publications (including three parenting-related titles), with the eventual buyer being the Bonnier Magazine Group.
  • In the fall of 2006, the Atlanta Braves were sold to Liberty Media in a deal that returned vast amounts of Liberty-owned Time Warner stock back into the company's folds. This sale was made official on May 17, 2007.
  • In the summer of 2008, the Reader's Digest Association sold QSP to Time Warner subsidiary Time Inc. for $110 million.
  • In March 2009, Time Warner Cable was divested from the company in a spin-out.
  • On August 26, 2010, in Chile, Time Warner Company took the full control of Chilevisión, a channel owned by Chile's President Sebastian Piñera.

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Whole or part of the information contained in this card come from the Wikipedia article "Time Warner", licensed under CC-BY-SA full list of contributors here.