TIME WARNER, AOL SHAREHOLDERS APPROVE MERGER

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Not unexpectedly, shareholders of both Time Warner and AOL voted on Friday to approve the companies' proposed merger.

But ted turner',390,400);">ted turner',390,400);">Ted Turner, the founder of Cable News Network, whose Turner Broadcasting became a part of the Time Warner empire in 1996, was not there to see it—an absence noted by at least one shareholder, who wondered if the flamboyant entrepreneur wasn't being pushed aside in the AOL merger.

"Ted has moral authority in our company," said Time Warner Chairman and Chief Executive gerald levin',390,400);">gerald levin',390,400);">Gerald Levin, who will be CEO of the combined media and entertainment powerhouse. "His role is key. His ideas are felt across the company."

Last month, the Los Angeles Times cited CNN and Time Warner sources saying Turner was unhappy at being left out of key AOL merger negotiations and with the role he has been given in the new company.

Some news reports have suggested he might leave the company and even that he has eyed buying General Electric-owned NBC. But at the recent CNN 20th anniversary celebrations, AOL President Bob Pittman went out of his way to praise Turner and his contribution to the new company.

After Friday's meeting, Levin told reporters that Turner, who will serve as a vice chairman of AOL-Time Warner as well as "senior adviser," could not make Friday's meeting.

"Ted was in New York Monday meeting us, I was in Atlanta Tuesday with him, he was back here on Wednesday and on Thursday he was in Washington," said Levin.

At the end of the shareholders' meeting, Levin announced the merger deal, worth some $123 billion, was approved "overwhelmingly" by more than 99 percent of shareholders who voted by mail, telephone, over the Internet and on ballots at Friday's special meeting.

The meeting at Manhattan's Time-Life Building coincided with a meeting in Dulles, Va., where around 97 percent of AOL shareholders approved the merger combining AOL's Internet network of 21 million members with Time Warner's content, which includes Time and People magazines, Warner Bros. studios and Cable News Network.

The marriage of traditional and new media, which was originally valued at about $164 billion, still requires federal approval, but Levin said he did not foresee any problems and expected the deal to close this Fall.

"The antitrust review of the AOL-Time Warner merger has been assigned to the Federal Trade Commission," said Levin, in response to one shareholder's question. "We have made a statement that this is an unusual merger and there is really no overlapping business," to cause monopolistic concern.

During a question-and-answer session, Levin was asked to comment on this week's announcement of a potential rival—the agreed merger of French media and telecommunications group Vivendi with Canada's liquor and entertainment giant Seagram Co. Ltd. , which owns Universal Studios.

"It symbolizes the dramatic changes in what we used to consider old media and new media," he said. "It also tells us we live in an interconnected world where a French company is, in effect, taking control of one of our Hollywood studios. That, itself, presents a delicious irony that turns on its head the notion of American cultural imperialism."

Levin also deflected one question about possible conflict between him and AOL Chairman and CEO steve case',390,400);">steve case',390,400);">Steve Case. "I will be CEO of the new company, with responsibility for management, while steve case',390,400);">steve case',390,400);">Steve Case will be chairman and his area of interest reflects global policies and technology. There is a clear demarcation of responsibilities; we will not be co-CEO's."

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