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Time Warner Takes Shelter in a ‘Chewable Poison Pill’ : Takeovers: Seagram’s latest raising of its stake seems to spur the move, but board says no particular investor is the target.

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TIMES STAFF WRITER

Time Warner Inc.’s board abruptly enacted an anti-takeover measure Thursday, a day after beverage and liquor giant Seagram Co. disclosed that it had raised its stake in the media and entertainment company to 11.7%.

The measure, a “poison pill” designed to protect against hostile takeover attempts, activates special securities that would theoretically make such a deal prohibitively expensive.

Time Warner, whose directors eliminated a stronger poison pill in 1991, said the new pill would, in effect, limit any individual’s or group’s stake to no more than 15% of shares outstanding.

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That’s the exact percentage that Montreal-based Seagram has said it plans to accumulate. Entertainment industry sources and investors speculated that Time Warner’s move reflects growing nervousness on the part of Chief Executive Gerald M. Levin and other senior officials that Seagram may try to go further.

Speculation about Seagram’s ultimate intention toward Time Warner has heated up as the beverage company and its chairman, Edgar M. Bronfman, continue to build a position in the entertainment conglomerate. Seagram has been involved in high-stakes takeover battles before, notably for Conoco oil in the early 1980s, before Conoco was acquired by DuPont.

Seagram insists that it plans to stop at 15% of Time Warner, and it reiterated that position in a response to the Time Warner disclosure. Seagram said in its statement that it has continually reassured Time Warner, both publicly and privately. It said it generally opposes poison pills because they “can interfere with shareholder choice and adversely affect shareholder values.”

Time Warner downplayed the influence of Seagram’s moves on its action. It said the plan “does not preclude a bona fide all-cash offer for all Time Warner’s outstanding stock which treats all shareholders equally.”

It also suggested that the rising value of media and entertainment assets--as reflected in the wild bidding for Paramount Communications Inc.--made it necessary to use devices to assure that no single investor gains control of the company on the cheap. One company source also noted that the plan would prohibit a hostile “two-tier” takeover bid--in which a chunk of cash is offered to gain control and securities of uncertain value are offered for the rest of the stock.

Time Warner suggested that the action was taken at the behest of its strategic partners, such as regional telephone company U.S. West, and institutional shareholders, such as the California Public Employee Retirement System.

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But CalPERS general counsel Rich Koppes said Time Warner executives broached the subject.

He said it was CalPERS who suggested the modified “chewable pill” that was enacted. Koppes described it as less stringent, allowing board members time to consider offers.

Despite the Seagram purchases, a strong overall stock market and the perception that entertainment and media stocks have soared in value, Time Warner shares have performed poorly recently. The stock has dropped from $44.25 at year-end. It closed Thursday at $40 a share, up 87.5 cents, on the New York Stock Exchange. Seagram fell 12.5 cents to $29.625 a share on the NYSE.

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