January 11, 2000  NYT

       A Mass Medium for Main Street

           The merger of America Online and Time Warner
            represents not only the triumph of the Internet as
        the irresistible force in business, but a vision of the
        Web as a mass-marketed, middle-of-the-road medium
        for Main Street America.

        Though top executives
        of both companies
        presented the deal as a
        "merger of equals," it
        was in fact a victory for
        Stephen M. Case, the
        41-year-old billionaire
        who built America
        Online from a fledgling
        dial-up service in the
        mid-1980's to an
        Internet powerhouse
        able to acquire the
        world's largest media
        company.

        "America Online is
        clearly dominant,"
        David Readerman,
        managing director of
        Thomas Weisel
        Partners, a San
        Francisco investment
        firm, said. "The nerds
        have won. This deal
        really validates the
        Internet."

        Even more so, it would
        appear to validate AOL,
        whose strategy was to
        market the
        freewheeling, global,
        often chaotic Internet as
        the suburbs of its online
        service. Techies long
        derided America Online
        as a lowbrow medium.
        They called it "training
        wheels for the Internet,"
        suggesting it was not the
        real thing.

        But Mr. Case, who once
        developed new pizza offerings for Pizza Hut, always
        held his ground. He insisted that the online business
        was less about technology than about consumer
        marketing. His vision has proved on target so far,
        making America Online by far the biggest online
        service with 20 million subscribers. Just where the
        combined AOL Time Warner is headed is hard to
        predict, but the emphasis is certain to be the same -- a
        mass-market consumer service that is easy to use and
        hides the intimidating technology.

        "It's not about technology, it's about making this a mass
        medium and becoming part of the everyday habits of
        ordinary consumers," Mr. Case said yesterday.

        The measure of America Online's rapid rise and its
        current stature was evident on Wall Street yesterday. A
        few years ago, it was thought that America Online
        might indeed merge with a media company. Disney or
        Time Warner, it was said, might buy America Online,
        which was then regarded as a promising upstart. But
        yesterday it was the shares of Time Warner, with its
        storied legacy reaching back to Henry Luce, that leapt
        in celebration, like some neglected waif rescued by a
        wealthy benefactor.

        "I accept that something
        profound is happening in the
        Internet space -- I believe that,"
        said Gerald M. Levin, the
        chairman and chief executive of
        Time Warner. "The new media
        stock-market valuations are real
        -- not in every case, of course.
        But what AOL has done is get
        first position in this new world.
        Its valuation is real, and I am
        attesting to that."

        Yet the America Online-Time
        Warner deal is more than a
        striking testimonial to the
        Internet as mainstream medium.
        The proposed merger is also a
        big gamble for both companies,
        as well as an admission by each
        that they need one other.

        America Online's weakness is
        its lack of access to high-speed
        Internet services over television
        cables, which its online rivals
        AT&T and Microsoft have.
        Once in place, these high-speed,
        or broadband, networks --
        provided over upgraded cable
        or phone lines -- open the way
        to the digital distribution of new
        services for interactive
        entertainment, information and
        e-commerce through everything
        from desktop computers to
        handheld devices to television
        sets.

        Time Warner, with its vast
        cable networks serving more
        than 13 million subscribers,
        gives America Online assured
        access to the high-speed
        networks required for these new
        mass-market Internet services.

        "The biggest threat to AOL over
        the next three years was getting locked out of
        broadband," said David B. Yoffie, a professor at the
        Harvard Business School. "And this deal certainly
        helps solve that problem."

        But that solution, by joining its fate with Time Warner,
        could come at a high cost for America Online. The
        online leader has been a favorite on Wall Street
        because it is regarded as a fast-growing Internet
        company. Now, it is melding its business with a
        slower-growing, though far larger, media company
        whose properties range from Time magazine to Warner
        Brothers films to CNN.

        "There's not a prayer that the combined company can
        grow at anything like AOL's historical rates of growth,"
        Mr. Yoffie said.

        Reflecting that concern, America Online's stock price
        slipped a bit today, closing down $1 1/8 to $72 5/8 a
        share, while Time Warner's shares jumped $25.25, to
        $90.

        Mr. Case said he expected the far higher valuations
        given to Internet companies than to media companies to
        decline. But he held that view, he added, not so much
        because he thought investors had bid up Internet shares
        to outlandish heights but more because traditional
        media companies would be revived if they got their
        Internet strategies right.

        "Traditional media assets have a vibrant future if they
        can be catapulted into the Internet age," Mr. Case said.

        By linking with Time Warner, Mr. Case is also betting
        there are advantages to owning those media brands, not
        just distributing them through the America Online
        service. With Internet access expanding beyond the
        personal computer -- with people increasingly tapping
        onto the Net by phone, TV and handheld devices -- Mr.
        Case feels consumers will want an easy-to-use service
        that works on all those machines.

        America Online, in short, wants to be a one-stop
        service for the Internet of the future. "We don't want
        AOL to be a place people go through to get someplace
        else," Mr. Case said. "We want to be able to create an
        integrated consumer space. That's why, ultimately, the
        ownership of media brands will be important."

        At Time Warner, the deal is seen as a fast track to the
        Internet -- "the digital transformation of Time Warner,"
        in Mr. Levin's terms. In trying to make that shift on its
        own, Time Warner had struggled badly. Its Internet site,
        Pathfinder, which offered online versions of most Time
        Inc. magazines, for example, was abandoned after four
        years and millions of dollars in losses. Each
        publication, including Time, Fortune, People, Sports
        Illustrated and Entertainment Weekly, has its own site
        now.

        And while Road Runner, the company's high-speed
        Internet service, has more than 320,000 clients, it has
        not grown as rapidly as Time Warner had hoped. And it
        is clearly not the online brand America Online is.

        "Time Warner sees all its media properties going to the
        Internet -- movies, television, print and music, which is
        already well on its way," said Harold Vogel, who
        heads a New York media investment firm. "And the
        company has been frustrated in not being able to exploit
        its cable and media assets more effectively in the
        Internet arena."

        The people behind the merger -- perhaps even more
        than the strategy -- will determine whether the
        combination works. At the New York news conference
        yesterday, there was no shortage of smiles and
        back-slapping and much warm talk of the "shared
        vision" of the top executives of America Online and
        Time Warner. Mr. Levin went out of his way to appear
        informal, wearing a sport coat and no tie; Mr. Case,
        renowned for his khakis -- he once appeared in a Gap
        ad -- and rarely donning a coat, went out of his way to
        look formal, wearing a suit.

        But the blunt-spoken Ted Turner, who is Time Warner's
        largest shareholder with 100 million shares,
        acknowledged a key issue in all large mergers. Mr.
        Turner said that the new executive team would be filled
        with "strong personalities," meaning there was
        "potential for some friction," though he said he did not
        expect clashes to slow the new AOL Time Warner.

        Outsiders were even more skeptical. "Sorting out these
        businesses is going to be a task of monumental
        proporations," said Mr. Yoffie of Harvard.

        That chore, apparently, will fall mostly on the
        shoulders of Mr. Levin, who is to be the new
        company's chief executive and who is a more seasoned
        manager than Mr. Case.

        "I'll focus on the things I'm best at -- strategy,
        technology, policy and running the board," Mr. Case
        said. "Gerry will run the company."