Three Directors Quit Time Board
Three directors have quit Time Inc.’s board as the company girds for a hostile takeover attempt by Paramount Communications Inc. that threatens to derail Time’s plan to merge with Warner Communications.
Meanwhile, the remaining 12 directors on the Time board held an “informational” session Sunday, a source said. The mood at the half-day session was described as “upbeat” and the directors’ views were characterized as “unanimous,” although no action was announced. The board is expected to meet again in the next few days.
Under federal securities law, Time has until June 21 to recommend a course of action to its shareholders.
Louis J. Slovinsky, Time’s vice president of corporate communications, said three directors who already had announced their intention to leave Time’s board at the next shareholders meeting--still scheduled for June 23--resigned last week instead. The three were identified as:
* Clifton R. Wharton Jr., chairman and chief executive of the Teachers Insurance and Annuity Assn.-College Retirement Equities Fund, who has served on the board since 1982.
* Henry C. Goodrich, former chairman of Sonat Inc., who has served as a Time director since 1978.
* Clifford J. Grum, president and chief executive of Temple-Inland Inc., a board member since 1980.
Efforts to reach the three directors were unsuccessful.
In April, another longtime director resigned after expressing reservations about the merger with Warner. Arthur Temple, former chairman of Time’s divested Temple-Inland lumber and forestry subsidiary, said the entertainment business is “not a type business in which I can feel pride,” according to the proxy that Time mailed to shareholders late last month.
Temple, 69, voted for the merger despite his reservations. According to the proxy, his 3% stake in the media company is second only to that of Henry Luce III, the founder’s son.
The remaining Time directors include such corporate luminaries as John R. Opel, chairman of International Business Machines’ executive committee; Xerox Corp. Chairman David T. Kearns, and R. H. Macy Co. Chairman Edward S. Finkelstein.
