Icahn Group to Push for More Time Warner Board Seats

Corporate raider Carl Icahn and several other investors plan to push to get one or more independent board members on Time Warner Inc.'s (TWX) board, the financier said on Monday.

Icahn and Time Warner management met on Aug. 18, but now he plans to appeal directly to shareholders for change.

In a prepared statement, Icahn said shareholder-nominated board members are "important" given the "difference of opinion between many large shareholders and management concerning the direction of the company."

Financier Icahn, renown for similar tactics to agitate for change at Blockbuster Inc. (BBI) and Kerr-McGee Corp. (KMG), has pushed Time Warner's management to spin off its cable division entirely and initiate a Dutch auction for about $20 billion of its stock.

In late August, a source familiar with Icahn's plans said the investor group had mulled purchasing up to 10 percent of Time Warner stock. Collectively, they own about 2.6 percent of Time Warner stock and options.

Icahn was not immediately reachable for further comment. A Time Warner representative was not immediately available.

"The Icahn Group believes that these actions would immediately narrow the gap between the current share price of Time Warner and the true value of Time Warner's assets, which the Icahn Group believes is significantly higher," according to the Icahn statement.

Time Warner, which has drastically slashed its debt and improved its operating businesses, has committed to buying back up to $5 billion of its stock and plans to spin off about 16 percent of its cable division.

"It's good that these guys are waking up management," said Richard Steinberg, president of Steinberg Global Asset, which owns 34,000 shares of Time Warner. "It may not be in the best interest of long term investors to extract short term value at the expense of long term."

Icahn argued that despite a 27 percent rise in sales and a 28 percent increase in earnings before interest, tax, depreciation and amortization over the past five years, Time Warner's stock has fallen 70 percent. It is trading at a discount to one-business media companies, according to a filing with the Securities and Exchange Commission (search).

Topping the list of complaints is that the very structure of the modern media conglomerates, one where programming assets such as cable networks naturally compliment distribution assets such as the Internet or cable systems, have become archaic. Different media businesses appeal to different investors, who measure their worth by different yardsticks, Icahn argued.

The rationale echoes that of Viacom Inc. CEO Sumner Redstone, whose media conglomerate plans to split its high growth cable networks from its mature, cashflow generating broadcast divisions by early next year.

Icahn also said Time Warner lags other similar companies when it comes to capital return to shareholders.

Time Warner shares fell 3 cents to $18.31 on the New York Stock Exchange, following Icahn's statement on Monday.