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Time, Warner Disclose Fees For 3 Advisers — Investment Banks to Receive $36 Million if Merger Of Firms Is Completed

In proxy materials for June 23 shareholder meetings to vote on the merger, Time and Warner disclosed the advisory fees that will be paid to Lazard Freres & Co., Wasserstein Perella & Co. and Shearson Lehman Hutton Inc. The proxy material also indicates that certain previously disclosed payments for Warner’s chief executive officer, Steven J. Ross, could exceed $125 million depending on what happens to the stock price of the combined company after the merger. But Time’s proxy document — 150 pages not including exhibits — was a disappointment to some takeover stock traders. Time stock has risen in recent weeks partly because the traders speculated that the material would disclose talks between Time and potential acquirers of Time. Among rumored companies were Gulf & Western Inc., Capital Cities/ABC Inc., Cablevision Systems Corp. and Robert M. Bass Group Inc. In the case of Capital Cities, talks apparently took place but never reached a stage where Time felt it necessary to disclose them. Executives familiar with the talks said Time approached Capital Cities before it began talking to Warner. The talks were “serious” and went on for several days, involving Capital Cities Chairman Thomas Murphy, but fell apart when the sides were unable to agree on what would be done with Time’s unit that operates local cable systems, the executives said. Time and Capital Cities declined to comment.
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