Time Warner shakes up board

TIME WARNER last week moved once again to distance itself from the free-wheeling ways of the late Steve Ross, eliminating some glaring conflicts of interest and dubious management practices at the world's largest media company.

Under Gerald Levin, who took over as chief executive when the company's founder died in December, Time Warner's board has been completely restructured. Most of its inside directors have been removed and decisions on compensation - a controversial issue under the highly paid Mr Ross - have been assigned to a committee of outsiders.

The company also confirmed that it had altered its unusual relationships with two investment banking groups headed by close associates of the late chairman, Ed Aboodi and Merv Adelson. The company has backed Mr Adelson's firm since his studio, Lorimar Telepictures, was taken over by Warner Communications, one of the two partners in the massive 1989 merger that created Time Warner.

Mr Aboodi, who will remain Time Warner's chief outside adviser, was Warner's chief negotiator in the merger, receiving both a salary and share options as a Warner employee as well as millions in investment banking fees.

'Steve Ross ran his company very differently,' said John Reidy, media analyst with the Smith Barney brokerage in New York. 'But then his company was a studio and record producer, and not this highly leveraged monster that Gerry Levin has inherited.'

Time Warner has yet to post a profit because of the heavy cost of servicing the dollars 11bn (pounds 7.7bn) merger debt. However, last year it did make its first operating profit - a mere dollars 68m on turnover of dollars 13bn.

Mr Levin, a cable TV executive who represented the more corporate Time Inc in the merger talks, has used his new post to institute more conventional practices at the entertainment giant, appeasing creditors and shareholders who are still unhappy about the merger terms and a 1991 rights issue that many considered coercive.

Only last week did the company's share price regain the level it was at right after the merger. Since assuming effective control after Mr Ross fell ill with prostate cancer a year ago, Mr Levin has focused on the balance sheet and on making Time Warner more coherent and transparent.

In raising more than dollars 3.5bn to pay off expensive preferred shares, Mr Levin has pledged assets Mr Ross considered sacred - notably Time Warner's stake in the Hasbro toy company - and has made it clear he will consider selling its 20 per cent holding in Turner Broadcasting.

'Steve was very reluctant to give up any of the assets he'd assembled,' said one company executive. 'He was more comfortable with the debt. Gerry asks 'How does this fit?' '

But Mr Levin is unlikely to alter Time Warner's basic strategy, and will not replace in the near future the executives who head the conglomerate's main businesses - the Warner studio, the cable TV operator, the Home Box Office cable programmer, the record division or the Time magazine group. And Mr Aboodi will almost certainly remain an influential force within Time Warner.

'The changes aren't going to be across the board,' said Lisbeth Barron, an analyst with S G Warburg in New York. 'A lot of their businesses are ones that don't lend themselves to a more conservative management style.'

Company officials say that most of Time Warner's remaining dollars 1.5bn of expensive preferred shares will be redeemed by the end of the year, and Wall Street expects the group to return to profitability in the fourth quarter.

(Photograph omitted)