Asshats!

1. Merge 2 huge companies with massive corporate culture differences and end up losing more money than can be comprehended by mere mortals.

2. ?????

3. PROFIT!... NOT!!!!

4. Say "Oopsie!  Can I have a do-over?"

[url]http://www.nytimes.com/2003/05/27/business/media/27CASE.html?ex=1054699200&en=a09c000b5b6f838a&ei=5062&partner=GOOGLE[/url]

AOL Founder Said to Consider a Spinoff
By DAVID D. KIRKPATRICK

Stephen M. Case, mastermind of America Online's record-breaking acquisition of Time Warner, has begun to talk favorably of undoing the deal by spinning off AOL, according to two senior company officials who have spoken with him.

Mr. Case's opinions may have little effect on AOL Time Warner's future, however, because of his waning power at the company. His views may even reflect his own frustration with his changing status.

But his private comments over the last few months about spinning off AOL run counter to public statements he made just a few months ago, when he was defending both the idea of the merger and his own place in the company.

Through a company spokesman, Mr. Case declined to comment.

Although AOL, the Internet unit of the company, remains a large and profitable part of AOL Time Warner, senior executives have said they might consider selling or spinning off AOL if it does not resume growth, as forecast.

In the latest step down from Mr. Case's peak as the chairman of AOL Time Warner, the board has quietly eliminated its strategy committee; Mr. Case and the chief executive, Richard D. Parsons, had been co-chairmen of that body.

The two senior executives, who spoke on condition of anonymity, said the board had created the strategy committee mainly to satisfy Mr. Case's desire for a voice in the company's planning. Last week, though, a company spokesman said that the committee had been eliminated because it had successfully completed a review of AOL Time Warner's direction and would leave ongoing oversight to the company's board.

Mr. Case announced in January that he would resign as chairman of the company, but he also said at the time that he intended to retain his role on the strategy committee. He formally stepped down as chairman earlier this month and Mr. Parsons assumed that role.

Mr. Case's semidetached position within the company that he helped create is an odd new phase in his short time as a business world celebrity. Over the last 15 years, Mr. Case, 44, built AOL virtually from scratch into the world's largest online service. Along the way, he defied legions of doubters with his canny assessments about technology and consumer behavior. Then, in a deal announced in January 2000, he used AOL's highflying stock to buy Time Warner, one of the largest media companies in the world.

But Mr. Case became the target of shareholder recriminations when the merger failed to meet expectations and AOL Time Warner's stock plummeted. The shares, which traded above $56 in May 2001, closed on Friday at $14.71.

Now Mr. Case himself seems to have some regrets.

Longtime colleagues say he often tends to explore aloud a wide range of options and possibilities, sometimes more provocatively than seriously. At some points last fall, for example, Mr. Case spoke hypothetically, if not sarcastically, of buying back control of the AOL division, people who work with him said then. They said he was essentially venting frustration over his fellow executives' sinking esteem for the division. But he was not seriously arguing for a spinoff last fall.

As recently as October, during a campaign to rehabilitate his image, Mr. Case publicly defended the idea behind the merger. "The idea of AOL Time Warner is the right idea, and in my view, we're now taking the right steps to capitalize on the promise of this great company," he told the audience on Oct. 3 at a Goldman Sachs investor conference.

At the time, Mr. Case was working with the top executives of the AOL division on a plan to revive its falling profits. He personally endorsed the final plan on Dec. 3, when he introduced the division's new management to investors, blessing the idea that AOL Time Warner was uniquely well positioned to turn AOL around because of the parent company's library of films, music, television shows and magazines.

But at the same time, some large shareholders, including the cable entrepreneur Ted Turner, who remains on the board, and the portfolio manager Gordon Crawford of Capital Research and Management, were agitating for Mr. Case to resign as board chairman.

Mr. Case's critics blamed him for failing to better oversee accounting at the AOL division around the time of the merger, potentially overstating its results and misleading Time Warner shareholders. The Justice Department and Securities and Exchange Commission are both investigating that possibility.

By the beginning of this year, Don Logan, chairman of media and communications at AOL Time Warner, was complaining to colleagues that Mr. Case was interfering too much with the new management of the AOL division, senior AOL Time Warner executives said.

In an interview in January, Mr. Logan said, "I am a big believer that when you give someone responsibility, you have to give them authority and let them see if they can succeed." Mr. Logan added: "That is not to say that we don't listen to Steve. We value his opinion." But Mr. Logan asserted that Jonathan Miller, who had recently been installed as the chief executive of the AOL division, "is calling the shots, and he reports to me."

This spring, Mr. Logan has continued to salt reports to directors and executives about the division's progress with criticisms of its previous management, implicitly including Mr. Case, people who work with Mr. Logan said.

Now Mr. Case, one of the most successful entrepreneurs of his generation and a founding father of the online medium, is effectively excluded from the management of the business he built.

He remains a director and a major shareholder. But last week, some shareholders, including Capital Research and Management, withheld votes from Mr. Case and two associates in the re-election of the company's directors, pressing him to leave the board. But Mr. Turner, the largest individual shareholder, voted with management for a slate of board candidates that included Mr. Case.

Spinning off AOL has been considered mainly an unrealistic water-cooler fantasy of angry executives from the Time Warner side of the company, whose stock and options plunged in value after the merger. But Mr. Turner has also talked about eventually spinning off AOL — which could mean a sale or distribution to shareholders — possibly after the accounting investigations are closed. A person close to him said Mr. Turner thought that Mr. Case also supported such a move. A spokeswoman for Mr. Turner declined to comment.

But people close to the board have said that they sometimes take Mr. Turner's comments with a grain of salt because of his volatile personality.

Mr. Parsons, the chairman and chief executive, has said that the company intends to try to "fix" AOL, rather than sell it. Selling it now, when its revenue is falling and its name is tarnished, would be tantamount to buying at the top of the market and selling near the bottom.

Still, senior AOL Time Warner executives have said that if the AOL division does not begin growing again as forecast, the company may consider a sale or spinoff. If they do sell it, however, Mr. Case might have a hard time stepping forward as a potential buyer, not only because he remains an AOL Time Warner director but because he may not command as much support as he once did from investors and potential financial backers.

sounds like you own some stock, how many shares? actually it may be good for shareholders in the long run.

1.Read ar15.com
2.Read /.
3.????
4.Profit