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Merger mess: The AOL-Time Warner debacle

Published August 1, 2003 at midnight

Stealing Time introduces readers to the behind-the-scenes manipulations and madness that arose as AOL grew from a respected, multimillion dollar firm into a financial train wreck that crushed its $112 billion merger with Time Warner.

Author Alec Klein, a dogged reporter for The Washington Post spent two years digging into AOL's business practices, beginning in 2000.

His newspaper stories led to a serious investigation into the company by the Securities and Exchange Commission and the Justice Department. Then, an internal study by AOL Time Warner found improper reporting of some $190 million in advertising revenue. As a result, several top AOL executives resigned, including the once-revered AOL Time Warner chairman, Steve Case.

Writing in a straight-forward journalistic style, Klein begins by going back in time, pinpointing how the men connected with these companies came to power, and where all the trouble began.

Some of the more interesting material relates to Case, the founder of AOL, considered the dot-com boy wonder.

In fact, says the author, Case might not ever have connected with the firm if not for his successful older brother, Dan. In the early 1980s, Dan Case invested heavily in Control Video, Billy von Meister's online video game market developed after von Meister invented a clever device called the modem.

In return, Dan asked von Meister to employ his brother, Steve. At the time, Steve was living in a small apartment in Wichita and working as a pizza taster for Pizza Hut. Steve had applied to several MBA programs after graduating college, but wasn't accepted.

Thanks to Dan, Steve was hired at age 24 as a marketing intern for Control Video. The company later morphed into Quantum Computer Services Inc., when it developed the technology for chatting in cyberspace. Quantum's online service then became AOL.

It was only through a strange series of people leaving the company that Case became CEO in 1991.

Klein says the Case that the public doesn't know was a "jittery, nervous, voice quaking, hands shaking" bad, boring speaker. He rose to prominence because he had a "plodding, methodical, relentless way about him. He worked hard."

He also was the one to come up with the idea of giving away free disks to encourage people to try AOL. The company gave away billions of disks, and it paid off, attracting millions of subscribers in just two years.

The AOL Time Warner merger came about in the year 2000 because it made sense, in light of the fact that Time Warner was the second largest cable TV operator.

However, the federal regulators had antitrust concerns about the merger because it would threaten competition on the Internet. "If AOL's online service rode over Time Warner cable lines into people's homes, how would another Internet company, which didn't own a cable network, compete?" they wondered.

Eventually, the merger got the nod, but in a short time the wheels began to come off as AOL began pulling in millions in advertising by being highly aggressive and doing whatever was necessary - ethical or not - to make money. Closing a deal became a battlefield.

Unfortunately, AOL's demand for big money from burgeoning dot-coms caused the dot- coms to become cash poor and unable to pay the bills. The unorthodox business transactions and questionable accounting falsely inflated AOL's revenue. Soon, there was nowhere to go but down.

Besides the chronological story of the collapse, Klein gives a snapshot of how the AOL powers abused their newfound wealth - through parties as well as with inappropriate comments and outrageous behavior (including sex and drugs) at the office. This caused huge problems between the staid, mature staff of Time Warner and the young, wild and insolent staff at AOL.

In short, Stealing Time is an interesting tale of how two big businesses went awry, mostly through cockiness, a lack of principles and poor judgment. The book is no page-turner, yet it offers solid detail and relates important lessons about what makes businesses go bad.



Verna Noel Jones is a free-lance writer living in Aurora.

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