TIME WARNER ACQUISITION OF TURNER HAS 2 HURDLES;$6 BIL-$7 BIL DEAL STILL NEEDS APPROVAL FROM FTC, FCC;AGREEMENT WITH US WEST, SAYS TCI PRESIDENT MALONE

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Despite reports that Time Warner's pending acquisition of Turner Broadcasting System might be derailed, the deal's ultimate insider, John Malone, insists it's on track.

As a member of the Turner board with veto power over major changes, the president-CEO of Tele-Communications Inc. has much to say about the $6 billion to $7 billion deal going through.

HURDLES AHEAD

Mr. Malone said the deal faces two hurdles, one regulatory and the other relating to Time Warner's battle with partner U S West.

On the regulatory front, he said the company is still supplying information to the Federal Trade Commission and he doesn't expect to hear from the FTC about possible antitrust issues until March. The deal may not be finalized until early summer. Also, the Federal Communications Commission is reviewing part of the deal.

"I fully expect that there'll be some changes requested by the government," Mr. Malone said, "and we'll deal with those if, as and when they come up."

TROUBLE OUT WEST

U S West owns 25.5% of Time Warner Entertainment, which includes the Warner Bros. studio and HBO. In addition, U S West has a 50% stake in most of the Time Warner Cable systems. Time Warner wants the entertainment properties back, and has refused to give up control of the cable properties to U S West.

RELATIONSHIP SOURS

The relationship has soured to the point that the companies are suing each other in court for what each claims are breaches of the partnership.

Mr. Malone's idea for a solution: the creation of two partnerships, of equal size, one controlled 51% by Time Warner, the other controlled 51% by U S West, which might give up its stake in Time Warner's entertainment businesses. In the partnership U S West controls would be 60% of the joint cable operations. In the other partnership, controlled by Time Warner, would be 40% of the cable systems.

"As a potential shareholder of Time Warner," Mr. Malone said, "what's very important is that these guys get along, that the holdings are on the financial sheets, and that their management be rational and not in conflict."

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