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Time, Warner Officials Ready to Officially Merge Companies

January 9, 1990

NEW YORK (AP) _ Three years after officials of Time Inc. and Warner Communications Inc. first talked about combining their businesses, the two companies are sealing their $14 billion merger and forming the world’s largest media concern.

But the Time Warner Inc. that will be created when the deal officially closes Wednesday is vastly different from the company Time Chairman J. Richard Munro and Warner Chairman Steven J. Ross once envisioned.

Time Warner is expected to have $11.4 billion in revenue this year, putting it ahead of the West German firm Bertelsmann AG as the world’s biggest media company.

But the new company will be burdened with nearly $11 billion in debt, mostly as a result of the merger, which supplanted Time and Warner’s initial plans for a debt-free stock swap.

Its high leverage is expected to put a crimp in some of Time Warner’s plans.

″It would have been a hell of a company if they didn’t have all the debt,″ said Fred Anschel, an analyst with Dean Witter Reynolds Inc.

Peter Appert, an analyst with C.J. Lawrence-Morgan Grenfell, said the debt load makes Time-Warner ″a more risky proposition in a slowing economic environment, particularly if interest rates move up.″

Analysts predict Time Warner earnings will be depressed for at least two years while it reduces its debt, but they generally expect the company ultimately to flourish.

Although Appert was concerned about the company’s debt, he also said, ″I think the company will do quite well.″

Said Anschel: ″The businesses they’re in are strong cash-producing businesses″ and Time-Warner should be able to pay down its debt as long as it remains well-managed.

Warner brings properties that include its highly-successful Warner Bros. film and television studios, Warner Bros. and Atlantic records divisions, Warner Cable business and its publishing arm, which includes Warner Books and DC Comics.

Time’s main businesses are magazine publishing, including Time, Sports Illustrated, and People magazines; book publishing, including Time-Life Books Inc. and Book-of-the-Month Club Inc.; and cable television, including Home Box Office Inc. and American Television and Communications Corp.

Last March, Time and Warner announced that after two years of on-again, off-again talks, they would merge in an exchange of stock.

But on June 6, less than three weeks before shareholders were to vote on the merger, Paramount Communications Inc. launched a $10.7 billion hostile offer for Time.

The bid, later raised to $12 billion, forced Time and Warner to transform their stock-swap deal into a $14 billion tender offer by Time for its would-be partner. Paramount also took Time and Warner to court in Delaware in an unsuccessful attempt to stop the Time-Warner combination.

On July 24, the Delaware Supreme Court upheld a lower court ruling allowing the merger to proceed. Time’s tender offer expired hours later, and in the so- called front end of the offer, Time paid $70 in cash for about half of Warner’s 200 million outstanding shares.

Time also changed its name then to Time Warner Inc., but Warner Communications remained a separate entity pending Wednesday’s closing of the deal. At the closing, Warner shareholders were to be issued securities for the balance of their holdings and Warner stock was to be delisted from the New York Stock Exchange at the end of the day.

Munro and Ross will serve as co-chairmen and co-chief executive officers of the merged company. After both eventually retire, N.J. Nicholas Jr., Time Warner’s president, is expected to head Time Warner.

Many observers have questioned whether the two-chairman idea can work, especially with the strong personalities involved. Munro and Ross say that since they negotiated the deal and weathered the Paramount storm together, they can run the company side-by-side.

Anschel predicted that ″at least for a couple of years it’s going to work - unless something comes up where they start disagreeing.″

But there are likely to be few rough spots right now, Anschel said, because Munro, Ross and Nicholas agree that ″the first priority is to reduce their debt.″

To some observers, a big uncertainty is the price of Time Warner stock. During its fight against Paramount, Time asked shareholders to reject the $200 a share cash offered in the Paramount bid, and profit in the longterm as Time Warner stock rises.

Analysts expected the stock - which closed at $116.75 a share Tuesday on the New York Stock Exchange - to rise, but it may take some time.

″If they demonstrate that they’re making progress in terms of cash flow and debt reduction, I think the stock will rise gradually,″ said Dean Witter’s Anschel.

Appert also said he expected the stock to make money over time, but not in the near term.