FTC to OK TW-Turner deal

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The Federal Trade Commission, after extracting three major concessions, has negotiated a deal not to oppose the merger of Time Warner and Turner Broadcasting System. Time Warner said Wednesday the company has reached an agreement in principle on a consent order with the FTC staff, Tele-Communications Inc. and TBS to proceed with the merger. The FTC will vote on the agreement Friday.

In the original structuring of the deal, TCI, the nation's largest operator of cable TV systems, and a major TBS stockholder, was to get 9% of Time Warner, with shares placed in a trust to be voted by Time Warner chairman Gerald Levin. TCI has now agreed that its Time Warner shares will be a permanently non-voting stake, according to a Time Warner insider. John Malone, TCI's president and CEO, told Advertising Age a few months ago that making the shares non-voting was an option "written into the original deal with Time Warner. We anticipated that the FTC might want that..

Also, as previously reported, Time Warner agreed not to discriminate against other programmers when buying programs for Time Warner Cable, the nation's second-largest cable operator. TW Cable is reportedly on the verge of a major deal to carry News Corp.'s upcoming all-news channel. By purchasing TBS, Time Warner also becomes the sole owner of CNN.

The third major deal-point with the FTC, the insider said, was that TCI agreed to give up a preferential 20-year deal it had made with Time Warner to carry a number of TBS services on TCI cable systems.

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