In the fall of 2001, at an otherwise ordinary meeting of AOL Time Warner's board
of directors, Ted Turner blew up. Banging his fist on the long conference table,
yelling for all he was worth (which was less each day), Turner, AOL Time
Warner's largest individual shareholder, turned on chief executive officer
Gerald Levin, accusing him of incompetence and negligence. Levin, Turner
alleged, had destroyed the company—personally. He had demoralized its
employees. He had encouraged rivalry between divisions. Raging, Turner loudly
reminded the 15 other directors of one hard fact: in just four months, AOL Time
Warner's stock price had been halved. Now, Turner insisted, the board had to
intervene. Jerry Levin had to be fired.
Turner's outburst was followed by silence. According to an insider with
knowledge of the meeting, not one of the assembled AOL Time Warner directors
defended Levin, not even Levin himself. Seemingly unruffled, his thin face
expressionless, his narrow shoulders bent, Levin didn't respond. As though
nothing unusual had just occurred at the Rockefeller Center headquarters of the
world's most powerful media and entertainment company, the next item on the
agenda was introduced.
By all accounts, it was an extraordinary moment. "Shocking" is the adjective
used by the insider. In a nutshell, I was told, "it was like realizing the
emperor has no clothes." Turner's direct attack on Levin that day forced AOL
Time Warner's board of directors to see the obvious: Levin had to be replaced,
fast. Reacting quickly, AOL Time Warner's chairman, Steve Case, gathered
together his loyal lieutenants. By November a plot was being hatched to get rid
of Levin and yet help him salvage his ego. By the time Case, 43, confronted the
62-year-old Levin privately, it was all over. This just isn't working, Case told
him. Levin apparently agreed.
On December 5, 2001, seemingly out of the blue, Levin made a stunning
announcement: he intended to take early retirement; as of May 2002 he would no
longer be C.E.O. of AOL Time Warner. That same evening, interviewed on CNN's Lou
Dobbs Moneyline, Levin talked about his reasons for leaving the company. Nothing
was said about his being pushed out. "I need to find out—people should
understand—I'm not just a C.E.O. corporate person," Levin said. "I am a real
human being. I have strong feelings about things." Sounding from time to time as
though he were talking to Oprah Winfrey, even appearing to be on the verge of
tears, Levin made a public confession: "I want the poetry back in my life."
Professing poetry is not out of character for Levin, who recently turned 63.
Dropped into the few interviews he's granted over the years are learned
allusions: to the Bible, to Albert Camus, and, in an interview with
Architectural Digest, to Heracleitus, the pre-Socratic philosopher.
Nevertheless, despite Levin's philosophical leanings—and despite his testimony
that September 11 had reopened the wound left by the 1997 murder of his son,
Jonathan—plenty of informed people weren't buying the stories about needing to
reclaim his individuality. After all, only a few months earlier, he had said on
CNN's Larry King Live, "At some point, I'm going to retire. But not in the near
future. I love what I do." In fact, one well-connected source told me Levin had
recently asked the AOL Time Warner board to extend his contract.
Still, for months, no one at AOL Time Warner let slip the real reasons behind
Levin's sudden departure (though no one I spoke to flatly denied the story,
either). This past January, for example, when I interviewed AOL Time Warner's
C.E.O.-elect, Richard Parsons, 53, in the clutter of his huge corner office, he
artfully dodged the question of whether Levin had been forced out. Elegant in a
pale-blue shirt and banker's suspenders, Parsons leaned way back in his chair.
"We live in a world where people are always going to speculate about
everything," he said, displaying the easy charm he's well known for. "So when
people say to me, 'Hey, is there any truth to the rumors?' I just say, 'Hey,
they're rumors,' and I move on."
In late April, still being given the runaround by officials at AOL Time Warner&
(Levin and Turner both turned down my numerous and persistent requests for
interviews) I called the home of Francis "Fay" Vincent, the former commissioner
of baseball; he's an old friend of Levin's and a director of AOL Time Warner.
Couldn't he tell me more about Ted Turner's outburst at that fall board meeting
and how it had precipitated Levin's departure as C.E.O.? "I can hardly remember
that," Vincent answered. "There were so many Ted Turner tirades." Before I could
ask another question, he was off the phone.
Misleading reporters and shareholders; glossing over poor financial results;
withholding news that might destabilize the stock price. As someone close to the
AOL Time Warner board told me in awe, "I've never seen anything go so smoothly.
The press swallowed it whole." What they "swallowed" that time was the story
about Levin's pursuit of poetry and his search for true meaning. But what about
the deal that joined AOL and Time Warner in the first place?
Talk about things' going smoothly and the media's swallowing bait: when AOL
announced that it was buying Time Warner in January 2000, the press reached for
hyperbole. The biggest acquisition in history, it was a "transformational
event," "a fusion of guts and glory," an "awesome megadeal," and so on, in
fawning business-press-speak. Levin and Case, impressed by the magnitude and
daring of their big deal, promised shareholders that in 2001, its first year as
a combined company, AOL Time Warner's cash flow would climb by 30 percent to $11
billion. Moreover, Levin confidently assured reporters and Wall Street that cash
flow would continue to climb by 25 percent a year thereafter. Steve Case, the
all-American-looking C.E.O. of AOL, stretched his imagination, too, saying that
he intended for AOL Time Warner to be the world's biggest company within five
years—bigger than Microsoft and General Electric, among others—as measured by
stock-market value.
Indisputably, AOL Time Warner is the world's biggest and most powerful media
company. Its assets include Warner Bros. Pictures and New Line Cinema. The
company also owns Time Inc., the country's largest consumer-magazine publisher
(whose titles include Time, Sports Illustrated, People, Fortune, and InStyle);
AOL, the world's largest Internet-service provider; Time Warner Cable, the
country's second-largest cable system; the Warner Music Group (whose acts
include Missy Elliot, Staind, Enya, Linkin Park, and Madonna); Warner Bros.
Television (which produces ER, The West Wing, and Friends); Warner Books; the
cable networks CNN, HBO, TNT, and the Cartoon Network; the WB broadcast network;
and even a baseball team, the Atlanta Braves.
But owning a collection of high-profile assets is not enough; to make them worth
more than the sum of their parts, you need a long-term strategy. When the AOL
Time Warner deal was announced, the vision for its future seemed clear and
straightforward: Overnight, by tapping into AOL, Time Warner would reach deep
into the homes of tens of millions of new customers. As for AOL, it would use
Time Warner's high-speed cable lines to deliver to its subscribers Time Warner's
branded magazines, books, music, and movies. Together as one, with an awesome
130 million "subscription relationships" in total, AOL Time Warner would be
unstoppable.
According to AOL's president, Bob Pittman, who would become co-chief operating
officer of the new company, 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
[Time Warner], and in a short period, you can alter the growth rate. The growth
rate will be like an Internet company."
Well, Pittman was right, of course: like most Internet companies, AOL Time
Warner has a shrinking growth rate. Less than two months after the deal was
announced, the stock market peaked and Internet mania was over. Where the stock
market once valued the combined companies at an incredible $270 billion, it now
values AOL Time Warner at around $80 billion. In mid-May, the stock dipped below
$17 a share, an all-time low, down by an astonishing 70 percent since peaking at
$58.51 one year ago.
In short, the marriage of Time Warner and AOL is in deep trouble. Aside from a
collapsing stock price, the company is hobbled by a massive $28 billion of debt,
a shaky credit rating, and a loss of confidence on Wall Street. Its shareholders
are angry; its employees have lost faith; some of its big partners in various
joint ventures and subsidiaries (including the Newhouse family, owners of this
magazine) are looking to get out.
The company's financial results aren't anywhere close to numbers once promised
to shareholders by Levin and Case: instead of growing by 30 percent last year,
the company's cash flow was up just 18 percent. Meanwhile, the company has been
forced to write off an astronomical $54 billion in assets. Plain for all to see,
this write-off—one of the biggest in corporate history—revealed just how
sharply the value of the company has fallen.
As for the AOL division, the "crown jewel" of AOL Time Warner (Levin's rhetoric)
has become the company's millstone: the growth in subscribers to AOL's Internet
service is slowing down, and, for the first time ever, revenue from on-line
advertising sales is falling. Worse, even after AOL increased its monthly
service fee by 9 percent last year, the average amount actually paid by
subscribers has barely gone up. That's because the only way AOL can keep adding
subscribers is to lure them with months and months of free service.
Can this marriage be saved? In April, speaking to a group of M.B.A. students,
Parsons said offhandedly, "I'm desperately in need of a strategy." He was
joking, but to those in the know, it wasn't all that funny (unless you'd shorted
the stock ages ago). AOL Time Warner is in peril and insiders report that the
company's top executives can't agree on how to go about saving it. "There's real
tension inside the company about what to do," reports a former AOL Time Warner
executive who remains in close contact with his old colleagues. "It's a highly
demoralized place." In brief, AOL Time Warner is caught in a kind of corporate
civil war.
Even though AOL was buying Time Warner outright, when the deal was announced
Levin and Case referred to it as a merger of equals. As evidence, the new board
of directors would be composed of eight directors from each company. The
executive team would be representative, too: Case was named chairman and Levin
was named C.E.O., while Time Warner's Dick Parsons and AOL's Bob Pittman would
share the job of chief operating officer. Like much else about AOL Time Warner,
this balance of power was a good idea that didn't work.
Levin is not used to moving in a pack. Guarded (to the point of being paranoid,
say some who know him well), he has few close advisers. Even his friends concede
that he never confides in them. "The truth is, no one is close to Jerry," says
someone who has known him for decades. According to Levin's daughter Laura,
"Maybe it's shyness, or a reticence to expose himself to people, but he's
private in his public persona and to his children too."
Even as a very young man, Levin showed extreme self-discipline and self-control.
Born in Philadelphia, where his father was a grocer and his mother taught piano,
he was raised in an Orthodox Jewish home. At Haverford College, Levin was
elected to Phi Beta Kappa and named class valedictorian. In 1963, he graduated
from the University of Pennsylvania Law School. Nine years later, in 1972, he
joined Time Inc. to help develop its new pay-TV service, HBO.
Levin spent the next 30 years working his way up and then running what would
become AOL Time Warner. As C.E.O., he smartly championed cable systems in the
mid-90s, when they were out of favor. But overall, Levin's performance was
considered by many unimpressive. Indeed, he weathered so many rumors of his
imminent demise, he was often referred to as a "survivor." Michael Fuchs, a
former head of both HBO and Warner Music, worked with Levin for 19 years and
compares Levin's genius for self-preservation to that of a boxer: "There were
fighters–there used to be more in the old days–who fought you in a way that you
could never hit them. They had such body movement that if you did get a glove on
them it would glance off. They were either keeping you off-balance or able to
slip everything that you threw at them."
Back in 1999, when Levin and Case got to know each other at a global business
forum in China, they seemed to be well matched. Not unlike Levin, Case is known
for his single-mindedness and tenacity. Growing up in Hawaii, he and his
brother, Dan, started Case Enterprises when they were still children, selling
Christmas cards, seeds, and watches by mail. In 1980, after graduating from
Williams College, the alma mater of his father, a corporate lawyer, Case went
into marketing and product development, first at Procter & Gamble and then at
Pizza Hut.
In 1983, he joined a video-game company that would soon be reborn as Quantum
Computer Services, an on-line service provider and AOL's predecessor company.
Case was named C.E.O. of AOL in 1992: his genius was positioning it as the
nation's most consumer-friendly Internet service. Instead of targeting
sophisticated users, Case promoted AOL as the on-line service for the masses.
Just as Levin presents himself as a visionary, Case presents himself as a
strategic thinker. Introverted and statesmanlike, he spends more time making
speeches about the future of the Internet than dealing with the quotidian. Even
before the merger, it was rare to see Case at AOL's headquarters in Dulles,
Virginia; instead of speaking face-to-face, he tends to use E-mail.
While Case and Levin were supposed to be focusing on the forest, co-C.O.O.'s Bob
Pittman and Dick Parsons were in charge of the trees, managing day-to-day
operations. From the beginning, the pair were perceived as rivals, competing to
one day take over the top job at AOL Time Warner.
As far as I can tell, it's impossible to find anyone who has a bad word to say
about Parsons. He's a born diplomat, a teddy bear, it's said; he's self-effacing
and good-humored. Born in Brooklyn, a graduate of the University of Hawaii and
then Union University's Albany Law School, Parsons started his career by joining
the administration of New York governor Nelson Rockefeller as a legal adviser in
1971. In 1988, Parsons gave up law for business, becoming the C.E.O. of Dime
Bancorp. Joining the board of Time Warner in 1991, he was hired by Levin four
years later as the company's president. Using his skills as a mediator and a
politician, Parsons took the edge off Levin's aloof management style.
But despite Parsons's obvious talents, Pittman was widely considered to be the
heir apparent at AOL Time Warner. After the merger, for example, the spotlight
fell on Pittman, who in major magazine and newspaper articles was presented as
the company's real leader. In part, this may have been fueled by Pittman
himself, who is known as a self-promoter. Back in the early 1980s, when he ran
MTV, Pittman frequently referred to himself as the music network's "creator,"
overlooking its other founders. When he was married to the socialite Sandy Hill,
his private life was regularly chronicled by gossip columnists. More recently,
in a photograph taken by Patrick Demarchelier for Harper's Bazaar, Pittman's new
wife, a striking graphic designer named Véronique Choa, posed topless,
breast-feeding their baby, Lucy—a New Age version of Madonna and child.
The son of a Methodist pastor, Pittman was born in rural Mississippi. Dropping
out of college, he started his work life as a disc jockey, then became a radio
programmer. From there, Pittman went on to MTV. Next came a stint at Time
Warner, where he ran the company's Six Flags amusement parks, and then a job as
C.E.O. of Century 21 Real Estate Corp. Pittman joined AOL in 1996. Brilliantly,
he turned Case's fast-growing Internet provider into a branded consumer product,
marketing the company as if it were a box of cereal or a can of condensed soup.
In sharp contrast to Case and Levin, Pittman dislikes long-term, dreamy
thinking; a practical man, he wants short-term, tangible results. Because of
their conflicting personalities and ideologies, Case and Pittman don't get along
well, I've been assured by someone who knows them both. Nonetheless, they seem
to complement each other. "Steve is a great strategic thinker and Bob can get
his arms around an institution and make it work," says James Kimsey, who, as
founding C.E.O. of AOL, designated Case to succeed him.
Right away, when the AOL Time Warner deal was announced, Pittman boasted that he
would have the various parts of the company working together as one. That was
how things had been done at AOL when Pittman, said to be a control freak, ran
the show. "Every decision came from high command" is how AOL was explained to
me. "It was fast and centralized—really centralized," says David Weiden, a
former vice president of AOL. "Pittman would get in the middle of very small
decisions," says someone who worked with him closely. "I'd make a decision that
I didn't think was a big deal and three days later there'd be a rain of hell on
me. Many people lived in a state of terror because of Pittman's tiny
micromanagement."
The old Time Warner, by contrast, was known as a loose confederacy, a collection
of fiefdoms. Division heads rarely met, and when they did they seldom cooperated
with one another. Autonomous, they consulted with headquarters only
infrequently. Famously, the Warner Bros. cartoon division balked at licensing
the name "Road Runner" to the company's high-speed cable Internet service in
1996. Only after a full year of negotiations was a deal finally reached between
the two units.
As soon as he took over as co-C.O.O., Pittman set to work, forcing the new AOL
Time Warner to adopt AOL's centralized and interactive culture. No more
fiefdoms. Division heads, some of whom had never before spoken to one another,
were required to meet every few weeks to discuss ways to work together toward a
common goal. Bonuses based on the performance of individual divisions were
eliminated; to align the goals of each division with the larger goals of the
company, executives would receive stock options instead of bonuses.
Above all, Pittman kept pushing to centralize ad sales. He wanted the company's
sales force to promote big multi-divisional deals, selling national advertisers
a package of ads that would run across all AOL Time Warner properties–its
magazines, its cable-TV channels, its Internet service.
But, despite all the talk of communal ideology, of adopting AOL's "culture,"
business has continued more or less as usual at Time Warner. Even now, the two
sides of the new company barely cooperate. For example, a former mid-level AOL
manager told me this: her department started building Web sites for several Time
Warner divisions in early 2001. By the summer, as work continued on the sites,
no one in her department had actually met anyone at Time Warner face-to-face to
discuss the project. By the fall, when she left AOL, the two sides still hadn't
spoken.
As for Pittman's efforts to centralize ad sales, Time Warner people are hostile
to the idea. After all, why share your best clients—major advertisers that
you've spent years wooing—with those upstarts at AOL? "They all talk about
integrated positions, but none of them do it," reports an executive at a major
advertising agency. "I'd go to Turner Broadcasting and say, 'O.K., I want to do
a cross-platform deal,' but they really didn't get AOL and the magazines in
line. There was chaos. There was no strategic link, no coordination."
Even seemingly trivial management decisions have been resisted. Consider the
directive forcing all 90,000 AOL Time Warner employees to switch to an AOL-based
E-mail system. That one mandate has come to symbolize the whole AOL Time Warner
deal—smart in theory, a disaster in practice. Originally designed for
consumers, AOL E-mail flopped as a corporate tool: it couldn't handle large
attachments, it crashed, it randomly locked out users, it kept losing messages.
"It was a joke," says a former employee on the subject of AOL E-mail. Finally, a
few months ago, after spending nearly a year fiddling with E-mail, the company
gave up: from now on each division can choose its own E-mail system.
More and more, like a couple trapped in a rotten marriage, each partner at AOL
Time Warner is loudly accusing the other of this and that failing. According to
some AOL executives, Time Warner managers, humiliated by the terms of the deal,
are deliberately being uncooperative. "They're all pissed off and disgruntled,"
says an AOL insider. "They're like, 'We let these little Internet pip-squeaks
buy us!'"
"Look!," a Time Warner executive snapped when I reported that AOLers accuse him
and his colleagues of being uncooperative. "Who screwed up here? Not our guys!
It's the AOL side that made the mistakes." According to people at Time Warner,
the real problem is that AOL executives still behave as though Internet stocks
did not crash long ago–as though AOL were still worth more than Time Warner.
"Completely arrogant, shockingly arrogant" is how one former employee describes
the AOL culture. Time Warner employees like to describe people at AOL as
"Moonies" and "inexperienced," according to another source.
In reporting this story, I was caught up in a nasty, high-level whisper
campaign: back and forth, in "deep background" conversations, both sides of the
company worked furiously to undermine the other. One hostile Time Warner insider
compared Case and his devoted AOLers to the blind and brainwashed followers of
the cult leader Jim Jones: "Despite all of AOL's problems, Steve Case still
drinks his Kool-Aid.... This guy is so wedded to this situation that was maybe
viable two or three years ago but has been punctured by everyone in the world by
now." On the subject of Parsons—better known for his charm and diplomacy than
for steering huge companies through hurricanes and around whirlpools—an AOLer
assured me he wouldn't last long as C.E.O. "Caretaker" is the word used to
describe Parsons's role in the company by one person with access to Case's
thinking.
As for Pittman, now that AOL more than any other division is to blame for
hobbling the new company, he is denigrated as a slick salesman around old Time
Warner precincts, where he and his colleagues are held in open contempt. "The
division guys at Time Warner look at AOL and literally say, 'Fuck you. Get your
business in order before you tell me what to do,'" reports a former Time Warner
executive who remains close to the company.
The hype surrounding big-time mergers and acquisitions can obscure hard, sober
business facts; ego and status can be confused with the bottom line. Case must
have grasped the situation in October 1999, when he approached Levin with an
offer to buy Time Warner: up front, Case promised that Levin would be C.E.O. of
the new, giant company. Having made that painless concession to Levin's ego, he
proceeded to take him to the cleaners, as it were. Think about it: America
Online—a company not yet 15 years old, with but a single product and with
one-fifth the revenue of Time Warner—bought Time Warner.
What timing! Had the deal been negotiated only a few months later, after
Internet stocks started to collapse, the situation might well have been
reversed, with Time Warner buying AOL. But thanks to Jerry Levin, there was no
easy way to wiggle out of the deal's original terms. Usually, corporate
acquisitions include a clause known as a "collar": collars protect the acquired
company from a drop in the stock price of its buyer. But there was no collar in
the AOL Time Warner deal; in itself, that lack illustrates how carelessly, and
how casually, Levin negotiated the big deal.
"Who top-ticked the Internet bubble?" a Connecticut hedge-fund manager asked me
recently, setting himself up to answer: "Steve Case. Who got left holding the
bag? Time Warner shareholders."
Not all shareholders got left holding the same bag. Jerry Levin cashed out $153
million worth of stock options in 2000—and that was before his $11 million
salary and bonus. Last year, Dick Parsons followed suit, earning $27 million on
his options. Their AOL counterparts have also done quite nicely. Steve Case made
$100 million by dumping two million AOL Time Warner shares between February and
May of 2001, back in the heyday of relative prosperity and optimism, when the
combined company's stock was still trading at just under $50 a share. As for Bob
Pittman, he picked up $66 million by selling stock in the company right near its
peak.
The rest of AOL Time Warner's 90,000 employees have not been so lucky. At the
time of the merger, as part of the great leap forward to adapt AOL's
"entrepreneurial culture," they were granted stock options. Those options, known
grandly as "founders options," aren't presently worth a bean.
For employees on the Time Warner side, who were forced to give up their generous
profit-sharing plan for options, the drop in the stock price has been especially
cruel. A former Time Warner executive told me about a conversation with a friend
who runs a division of the company: "I asked him, 'How's your business?' And he
says, 'Who gives a shit about my business—it's fine. Have you seen the stock
price?'"
While Time Warner executives are still waiting for their stock in the company to
make them rich, their counterparts at AOL have made more money than Croesus ever
had. Many made fortunes on AOL options cashed in during the Internet boom. Time
magazine noted in a recent article that many AOLers "spend more time with their
toys than at the office." Those toys include vineyards, yachts, charitable
foundations, airplanes, and many houses—here, there, and everywhere. Meanwhile,
since AOL bought Time Warner, more than 8,000 employees across the company have
lost their jobs.
In retrospect, seen through the events of the past six months, Jerry Levin's
so-called early retirement was the first clear sign of a breakdown at AOL Time
Warner. "Levin spent all his time tinkering with the controls in the engine room
when he should have been up on deck watching out for icebergs," a confidant of
Case's told me.
Once upon a time, Levin was well known—admired, even—for mastering every
aspect of the company in obsessive detail. "He's compulsive about absorbing,
learning, sucking in new information," a dazzled AOL Time Warner executive told
me last fall. "The other day, in a meeting, he referred to this function on the
new AOL 7.0 [software] that lets you listen to Internet radio.... It was bizarre
that he'd actually use the thing. A minor AOL function. At home. But that was
typical."
Levin's fiddling may have led to his downfall when the merger hit an iceberg.
More and more, in the eyes of executives on the AOL side, he seemed isolated and
out of touch with reality. "There's no real human connection," says one person
who has worked with Levin.
Perhaps most crucially, he alienated Case. As envisioned at the time of the
merger, the two men would work closely, devising strategy and thinking big
thoughts together. Instead, Levin apparently kept to himself, consulting Case
infrequently. As reported late last year by Newsweek, Levin's "imperious tone"
annoyed Case. One thing that particularly ticked him off was a gran-diose E-mail
that Levin sent last Thanksgiving to AOL Time Warner employees. Although that
E-mail outlined the company's guiding principles, Levin had not asked for Case's
input.
To be frank, Levin is disliked by many current and former colleagues. Since
becoming C.E.O. of Time Warner a decade ago, he has often been perceived not as
a sensitive man looking for poetry but as a shrewd operator—shrewd enough to
have choreographed the removal of his predecessor, Nick Nicholas, in 1992. Ten
years later, Nicholas is still astonished by how smoothly, in his view, Levin
conned him. He recalls: "A week before it happened, Levin came into my office
and said, 'You know, Nick, I'm completely comfortable with this relationship.'
He just came into my office and said it! It was apropos of nothing."
Or consider Levin's relationship with Ted Turner. In October 1996, Time Warner
paid approximately $7.5 billion in stock for Turner Broadcasting System. At the
press conference announcing the deal, Levin called Turner "my colleague, best
friend, and new partner." Less than four years later, in May 2000, Turner was
eased out, stripped of his responsibilities for the company's Turner
Broadcasting division. Reeling from this betrayal, Turner later told The New
Yorker, he felt suicidal. Levin, on the other hand, implied that the change in
Turner's job description was a question of semantics. "It doesn't make any
difference what our prosaic reporting lines are," he told The New York Times.
"What really matters is that [Ted] is there and that he is a transcendent
figure."
Turner wasn't fooled by this theological flattery. Last November, during an
appearance at a cable-industry trade show, he recalled with amusement Levin's
calling him his best friend: "I said, 'I'm your best friend? Jerry, I've never
even been in your home. If I'm your best friend, who's your second-best friend?
Nick Nicholas?'"
Only a few weeks later, emboldened by Turner's raw contempt for Levin, and
determined to turn things around before the extent of the company's problems
became public, Steve Case and his closest advisers got rid of Jerry Levin.
Explaining why AOL Time Warner needed a new C.E.O., someone close to the board
told me: "Jerry was the wrong guy.... You need a leader, someone who inspires a
vision."
Surprising those who'd handicapped Pittman as Levin's successor, Dick Parsons
was named the new C.E.O. of AOL Time Warner, a decision that was explained to me
this way: "He's the one who can keep all the guys on the playground playing
nice."
Even if peace can be made on the playground, the company still has to figure out
what to do next. Since firing Levin, Case has (reluctantly, I'm told) come back
from semi-retirement. Instead of tending to his charitable foundation,
vacationing with his wife and children, and caring for his brother, Dan, who is
fighting brain cancer, Case is back at work full-time as the company's chairman.
In his view, AOL Time Warner should focus narrowly on technology. Without irony,
Case still uses such late-1990s terms as "convergence" and "interactivity" to
describe his business model. In his unshaken vision of the wonders that will be,
AOL will be as central to people's lives as telephones or television sets or
microwaves.
Bob Pittman, on the other hand, is impatient. Recently dispatched to Dulles to
clean up the mess at AOL, his solution is basic and immediate: the company has
to market itself more aggressively; it has to sell many, many more ads,
especially on AOL. This was the strategy he had used to build AOL in the first
place.
And new C.E.O. Dick Parsons? What's his vision? It's hard to know. At least he
had trouble articulating a far-reaching plan for his company during our
interview a few months back. When I asked him to describe the big idea, the
model justifying the AOL Time Warner merger, he paused, nodding his head
thoughtfully. First he outlined his own view: "Putting AOL together with the
pre-existing suite of Time Warner businesses is just, you know, kind of the end
result of vertical integration."
Then he outlined Steve Case's view: "We need to marry up with all of that kind
of content that exists in the Time Warner space and then we need to create a
unified platform and we need to sort of drive convergence."
Using the same thick and clotted rhetoric, he then explained how their two
visions came together: "It's not like convergence is anything more than the
ultimate expression of vertical integration. It's just that instead now we have
this big stack, we smoosh it all into one thing." Sensing my bewilderment,
perhaps, he added kindly, "Is that too long an answer?"
Who knows? That sort of circular logic and empty business jargon may well be
second nature over at AOL Time Warner. Even then, the obvious question to ask is
this: Can Parsons, Case, and Pittman agree on how to integrate vertically and to
drive convergence and to smoosh it all into one thing, and so on?
For one thing, Case and Pittman are terribly rich; with nothing left to prove,
they may not have the motivation and focus to take on a messy salvage job. "We
just have to hope that these guys can engage again," a major AOL Time Warner
shareholder who is close to both men says, hopefully. "But I don't know if they
can."
As recently as the May 16 AOL Time Warner shareholders' meeting, held at the
Apollo Theater in Harlem, the company's executives still seemed uncertain of
what to do next. Both Parsons and Case spoke at length but said little. Just
about the only memorable moment of the two-and-a-half-hour event came when an
angry shareholder approached the microphone. "Mr. Parsons," he said, "I hear you
up here talking about your vision. You know what? I heard that vision last year.
Now I want to see the job done." As the audience applauded, he added: "These are
hard-earned dollars we entrusted to you, and you have decimated them. You have
completely decimated them."
To students of corporate history, the AOL Time Warner deal strikes a familiar
chord. It resonates with the deal whereby Time Inc. bought Warner
Communications. This earlier marriage, announced in March 1989, was also greeted
with hyperbole and ultimately accepted with resignation.
Originally that marriage was structured as a straightforward merger. Then, out
of the blue, Paramount Communications jumped in to make a hostile bid for Time
Inc., offering an unbelievable $200 a share–in cash. Time's stock was trading
for $126 at the time. But in the face of this windfall, and determined not to be
swallowed up by just anyone, and especially not by Paramount's C.E.O., Martin
Davis (an unprincipled parvenu, in the view of Time Inc., which liked to think
of itself as a classy company), Time's executives made a desperate
counterproposal: the company would buy Warner outright, with cash it didn't
have.
The Time Warner deal closed on January 10, 1990, more than 12 years ago. For
employees and shareholders of Warner Communications, most especially for its
C.E.O., Steve Ross, the deal was marvelous: they were paid cash, up front, for
their shares. Over at Time Inc., by sorry contrast, almost everyone lost his or
her shirt. "Because of that son of a bitch at Paramount, we had to acquire
Warner in cash," Henry Luce III, the son of Time Inc.'s founder, told me
recently. "That made all of the Warner people rich and all the Time people
resentful." Even in the greatest bull market the world has ever known–and may
ever know–it would take seven and a half years for Time Warner shares to climb
to the equivalent of Paramount's $200-a-share offer. As measured today, since
the Warner deal, and despite all the company's expected synergies, its stock has
still not outperformed the Standard & Poor's 500 Index.
By the way, one of the lead negotiators on the Time Warner deal was none other
than Jerry Levin, the "survivor." He got off that time; this time his luck ran
out. At AOL Time Warner headquarters, where all this spring he was marking time,
waiting to take his "early retirement" on May 16, Levin had already been
forgotten. "When he walks into a meeting now, nobody pays attention to him–they
literally don't acknowledge him," marveled one insider in late April. "He's like
the walking dead." But don't feel too bad for Levin: right after losing his job
as C.E.O., he was made an "adviser" to AOL Time Warner. From now through the end
of 2005, he will be paid $1 million a year for his insights.