At exactly nine minutes into Time Warner's special shareholder meeting to vote on the AOL merger, CEO Gerald A. Levin -- attired in his official "call-me-'Gerry'" open-collared public-speaking outfit -- uttered the phrase "new paradigm."
That said, nothing particularly new was on display at the New York half of this two-city special event. Despite the impending vote that would take his company another step toward solidifying its place as the world's largest media empire -- a moment Levin would go on to paint as "truly historic ... imbued with fate ... and transcendent significance" -- the Time Warner meeting felt like a pretty laid-back party.
Paradigmatically, the gathering resembled your average shareholder's meetings. Picture a bone-colored room decorated with birch shoji-screen dividers; a lone ficus tree (fake) was colorfully placed in the rear corner. Some five hundred people -- mostly stockholding gray panthers -- snacked on water, coffee, fruit punch and fudge cookies with white-chocolate chips. There was a lot of rheumy coughing. A man in a tux poured water for the dressed-down Levin.
For something put on by a new-media colossus, the presentation was entirely without bells and whistles. This may have simply reflected the fact that the outcome wasn't exactly cause for suspense. No expensive digital slide show here: just a big blue-and-white backdrop that proclaimed Time Warner (sans AOL). In a small nod to the new paradigm, Levin promised that audio for the proceedings would be available via Webcast (Levin also cleverly deployed the phrase "snail mail"). A quorum, it was announced, was present.
After starting exactly on time (a promising sign for future stockholders), Levin went from boilerplate to softball. The CEO took about a dozen lobbed questions that might have been scripted in their exquisite gentility. Hecklers, cranks, and opponents of predatory monopolies had apparently stayed home.
Levin chewed his way through exactly twelve questions with ecumenical dispatch, his soothing voice unyieldingly steady. Dismissed subjects included the exercise of employee options, the European Union, copyright infringement, open access, stock price and FTC antitrust investigation ("still ongoing, nothing I can report to you"). Each answer perfectly demonstrated why Levin is among the world's most successful executives. If you've never heard him speak extemporaneously, he's worth study: Beyond his undeniable understanding of the issues, Levin is impressively light on his feet. (He even correctly pronounced Ginirale des Eaux, the water company that morphed into new AOL Time Warner competitor Vivendi.)
"Thank you," he said, ending every answer. "A thoughtful question. Thanks for your question."
The penultimate inquiry took the proceedings directly into hagiography as a retiree who identified himself as Max Schweibel -- a shareholder "longer than anyone in the building" -- pronounced the merger "a grand slam!" Invoking his bulging estate, Schweibel told Levin, "We owe you a debt ... of ... gratitude!!!"
"I'm pleased that the Webcast will be available to my wife," said a blushing Gerry.
On the way out, after 99 percent had voted -- surprise! -- in favor of the merger, at least one elderly couple still looked slightly confused. Identifying themselves as AOL shareholders, Mr. and Mrs. Jagoda wanted to know why no one from chez Case had shown up. After being informed that AOL was in fact holding a similar event on its home turf in Vienna, Va., they smiled.
"I'm impressed," the husband said. "Big is not always better. But this is really big."
After Gerry Levin opened the mike to Time Warner shareholders in New York, a delayed AOL chairman Steve Case took the podium in Vienna, Va., to consummate his own special shareholders vote on the proposed merger with the media giant. And consummate it they did, with 97 percent casting ballots in favor of the merger.
The Sheraton Premiere, an octagonal skyscraper with reflective teal glass, is something of a beacon for the prosperity that AOL and other technology companies have generated in this part of Virginia -- and hundreds of those who have shared AOL's fortune turned out.
Shareholders were dressed in the usual informal style that tech companies have come to embrace -- part country-club casual, with women wearing their Talbot's best (no Prada in this house) and a sea of men in their Gap khakis and polo shirts.
One shareholder, a senior, was clad in a suit with an English sailor's cap and neon orange wrap-around sunglasses. Another wore a T-shirt advertising a local computer company, khaki shorts and Birkenstocks. The room was packed; the back was standing-room-only. Case took to the stage with a grin and told his investors, "Maybe we should have sold tickets."
When the AOL Time Warner merger was announced earlier this year, the usually casual Case wore an uncharacteristic old-media tie. This time, however, he sported what looked like his casual Brooks Brothers best -- a navy blazer, dusty blue button-down shirt and crisp khaki pants. No tie. Like Case's sartorial choice, the venue was no frills, too: He spoke from a small podium at the front of the room, with giant projection screens on either side of the stage.
The atmosphere was part Cult of Steve worship, part celebration of the pending merger with a media giant they had come to bless, part legitimate concern about the company's recent hiccups on Wall Street and part three-ring circus.
Case wore his usual stoic expression throughout -- though he did laugh on a few occasions, as rogue shareholders attempted to hijack the meeting with questions that had less to do with the merger than with grandstanding and self-aggrandizing. There was nothing you could do but smile at the performance of a few shareholders -- you could almost feel Case's embarrassment, as a few obnoxious shareholders tried to make a complete ass of the billion-dollar man.
Despite the fact that he's created the lowest-common denominator service online -- the Internet equivalent of Coca-Cola or Bud -- Case does not inspire the kind of passion or contempt the Bill Gates does. He seems like a genuinely decent billionaire, someone who seems to lack the smugness of his competitors, with an earnestness that's laudable.
Case spoke briefly to shareholders, informing them that the merger was on track to close in the fall. Then he turned the podium to AOL general counsel Paul Cappuccio, who explained the voting procedures to the audience, like the announcement of the process for selecting Oscar recipients at the Academy Awards. Things went well until Cappuccio opened the floor to questions. Shortly into his speech, outspoken blue-chip shareholder meeting groupie, AOL investor and all-around media whore Evelyn Davis interrupted with a diva moment: "Can I have a microphone?" she asked, before launching into some unsolicited career advice for Case and toothsome AOL president and MTV founder Bob Pittman.
"Steve, you should go into politics," Davis said to wild applause, before concluding, "Get out now on your own. I'm only holding shares because Gerry Levin will be running the company." The Cult of Steve responded to her jab with boos and hisses, but Case responded with gravitas and a chuckle: "I appreciate your career advice. I will consider it, though I have no intention of moving into politics. I intend to remain the chairman of this company for many years to come." Mass clapping.
During a Q-and-A period, shareholders -- who ran the gamut from institutional investors to members of neighborhood stock clubs -- raised legitimate questions about the proposed merger. Had the announcement been responsible for AOL's recent stock depression? Would notoriously finicky regulators in Europe approve the deal? With Gerald Levin and Ted Turner in strong roles in the combined company, would the role of Case -- the man who had made many of his investors multimillionaires -- be diminished? Another shareholder questioned whether AOL's marriage to Time Warner would create barriers for partnerships with other media companies, thus creating a monopoly on the news and information marketed to AOL subscribers.
Other shareholders had pressing concerns of social justice for the AOL executives. One woman asked Case to add more females and minorities to the board of the combined company, a common criticism of blue-chip and technology companies.
But Italian immigrant Lucio D'Andrea, who's been living in the U.S. for 53 years and an investor in AOL for several, had a bigger concern: What was Case going to do about "The Sopranos," the wildly popular program on HBO, a Time Warner property. D'Andrea asked the executives to address the "negative stereotypes of Italians" as depicted in the show. Just behind me, a Cult of Steve member blurted out, "Write a letter!"
But just as things seemed to spiral out of control, another shareholder put things back in comic perspective: "When are you going to buy Microsoft?" A funny idea that really doesn't seem all that wacky if you consider that in its 15 years, AOL grew from a small operation catering to Commodore 64 users to an online giant with a market cap big enough to swallow the world's biggest media company.
The young couple sitting next to me who drove in from Levittown, Penn., for the event -- their first shareholder meeting ever -- were clearly flummoxed by the off-the-cuff nature of the meeting. Anyone who's ever been to a board meeting, I tell them, knows that they can get pretty wild. Chris Murphy inherited a few thousand AOL shares a year and a half ago and has been following the company closely ever since. The 36-year-old former security guard, who hasn't worked since he inherited his stock portfolio, told me he voted for the merger -- he was comfortable with the new company. But Murphy said he was a little disenchanted with the circus atmosphere at the meeting. "I was under the illusion that rich people had more intelligence and common sense," he said.
As Case signed autographs for adoring shareholders just a few yards away, Murphy added, "I don't want him wasting his time. Go back to the office and make some money!"
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