Icahn Wants More Minutes


In the wake of former America Online Inc. chairman Steve Case’s Washington Post essay last Sunday calling for a four-way split of Time Warner Inc.’s businesses, corporate raider Carl Icahn is demanding the minutes from every Time Warner board meeting that discussed separating assets.

In a statement filed Tuesday with the Securities and Exchange Commission, Icahn said he supported Case’s arguments for splitting Time Warner into four separate units: Time Inc., Time Warner Entertainment, Time Warner Cable and AOL. In his essay, Case said he had proposed the split to Time Warner’s board in July but was rejected.

“We are shocked that Time Warner’s shareholders have had to rely on The Washington Post, well after the fact, to learn that a member of the Time Warner board proposed to the board that value would be enhanced by splitting the company into four separate entities,” Icahn said in the statement. “Investors need to understand what level of debate actually occurred at the board, what type of analysis was conducted and who was responsible for this analysis, all of which go to the heart of shareholder accountability.”

Icahn is demanding the minutes from every board meeting and board presentation that discussed a split of assets and the names of advisers and consultants and the work they did on the issue.

“Sunlight must be shed on the board’s deliberations and a full account of the details of any studies conducted should be made immediately available to investors,” Icahn said.

Icahn also criticized what he called Time Warner’s “PR machine” that constantly shrugs off his and others criticism of Time Warner operations by stressing the good job management has done.
On that note, Icahn is asking for details concerning the exact number of public relations personnel at Time Warner and its subsidiaries, and the amount spent on outside PR firms used by the company.

Icahn launched his opposition to Time Warner management in August, and has accumulated with three other partners — Franklin Mutual Advisers, JANA Partners and S.A.C. Capital Advisors — about 2.6% of Time Warner shares worth about $2 billion.

Earlier this month, Icahn said he hired Lazard Ltd. as an adviser to look into possible scenarios for Time Warner as well as a new slate of directors. Icahn has said he intends to propose replacements for a majority of Time Warner’s board at its next annual shareholders’ meeting in the spring.