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Steve Case: Decision 'right thing' for company

AOL Time Warner Chairman Steve Case
AOL Time Warner Chairman Steve Case

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Moneyline's Lou Dobbs talks to AOL Time Warner's chairman Steve Case about his decision to resign (January 13)
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CNNfn's Greg Clarkin reports on Steve Case's announcement that he will step down as AOL Time Warner chairman (January 13)
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: 8/21/58 in Honolulu, Hawaii

: B.A. in political science from Williams College, Williamstown, Massachusetts

BUSINESS CAREER: After graduating in 1980, went to work for Proctor & Gamble marketing hair-care products. Joined Pizza Hut division of PepsiCo in 1982, where he managed new pizza development

Joined Control Video as marketing assistant in 1983

In 1985, with colleagues from Control Video, launched Quantum Computer Services, which focused on providing online service for Commodore computer users. Later included Apple and Tandy users

In 1991, held a competition for a new name for the company and picked America Online -- his own entry

Became CEO in 1992 and took the company public, using the $66 million raised to catch and pass rivals CompuServe and Prodigy

AOL reached 17 million members in 1999, up from 200,000 members in 1992, and launched a $106 billion purchase bid for Time Warner Inc. -- the largest stock merger in history -- which was approved by government regulators in early 2001

NEW YORK (CNN) -- Steve Case has announced that he will step down as chairman of AOL Time Warner in May.

Case will remain a board member of the company, which is CNN's parent firm. He co-founded America Online and was a chief architect of its merger with Time Warner. But the combined company has never lived up to expectations, and its stock has declined substantially since the merger.

Case talked to CNN Anchor Paula Zahn on Monday about his move.

ZAHN: How do you feel about the decision?

CASE: Well, I guess I have mixed feelings. I feel good about the decision because I think it's the right thing for the company at this particular time. But obviously I would -- I loved being chairman. I love this company. And so I have some mixed feelings about stepping aside.

But I do think it's the right decision. I've thought about this hard over the last few months and decided it shouldn't be about Steve Case and what he wants; it should be about the company and 90,000 employees of the company and the millions of people, families who are investors in the company. At this time, given the environment we're in, I just thought it was the best thing to do.

ZAHN: Did you jump, or were you pushed?

CASE: Well, I jumped. There was certainly in the fall a lot of speculation in the press that maybe I should step aside as chairman. But the reality's over the last year, only one investor ever came to me and suggested I step down, and only one director on our board ever came to me and suggested that I step down. So I felt I had considerable support, and that would likely to be continued through the next few years.

But at the end of the day, as we approached the May shareholder meeting, I did think there was a possibility of, you know, more noise and that would be a distraction. This company does not need any distractions. We have a lot of hard work to do, and our people really need to focus on their business, not on this esoteric debate about Steve Case.

ZAHN: Though in The New York Times you said you would love to have remained on as chairman if it had not been for all these distractions. Come May, would you have had enough votes by the board to stay on?

CASE: Oh, sure. But when we did the merger, there was a provision in it that said that it takes 75 percent of the board to remove me as chairman until next year, and there was overwhelming support on the board, and that continued.

So there's no precipitating event here other than as I reflected and, as many people do, when you go away for the holidays, you kind of take things in perspective and think about the past year and what you've accomplished and think about the next year and what you think you should be focused on. And on reflection, I thought it was the right time, mostly because I wanted to avoid that possibility of the distraction.

But also I felt that some of the building blocks -- the foundation work that was important when I stepped back in and was more active a year ago -- a lot of that's now in place. And so it felt like the right decision.

ZAHN: I know that you said in your resignation statement ..., "Some shareholders continue to focus their disappointment with the company's post-merger performance on me personally."

You were the chairman of the company. You were the architect of the merger. Why shouldn't shareholders focus on you?

CASE: Well, it's perfectly reasonable, for exactly the reasons you mentioned, that I was the architect of the merger. I was the chairman of the company. The company has not done well. It's certainly not done anything anybody would have expected when we did the merger. So it's not at all surprising that some of that anger and disappointment would be directed at me.

What I had to wrestle with was really believing that I could play an important role going forward guiding the company to capitalize on its promise. And I didn't want to step away and potentially not be able to play an important role.

At the same time, I recognize that there had been a distraction in the fall. There might be new distractions in the spring. And on balance, I decided: "Let's avoid the distraction. Let's focus on our business." I can continue to make a contribution. Granted, it's in a different way, as a member of the board. And now seemed like a good time because that foundation work was in place.

Remember, six months ago Dick Parsons was just becoming CEO.

ZAHN: Sure.

CASE: We built a new team at the corporate level. AOL had some real issues. We now have new leadership and a new strategy there. We have -- our company now has a strategy, and the board has a strategy committee. So things feel like they're the foundation -- that doesn't mean we don't have a lot of hard work ahead, we do -- but the foundation work was in place.

So let's avoid the distraction. I'll continue to contribute as a board member, and it just felt like the right time.

ZAHN: In a personal sense, how badly do you feel about the almost $200 billion worth of shareholder value that has been wiped out? I mean, what do you say to the folks out there who were counting on their 401Ks to fund their retirement?

CASE: I recognize a lot of people have bet on this company and are disappointed by the results. But it's never over till it's over. I really do believe that the merger made sense. The strategic logic was sound. We were in a very difficult environment in terms of the economy generally, advertising particularly, the Internet sector in particular.

But if you look at the underlying consumer trends, the technology trends, consumers are getting more choice, more control and more convenience, and that's going to have a transformative impact on media and entertainment and communications. And our company, AOL Time Warner, is best positioned to ride that wave.

Right now we have a lot of challenges we need to focus on. But we also need to make sure we keep our eye on the prize and really capitalize on these trends over the next decade.

So in the long run, I really do believe that we'll be able to capitalize on the promise, and I demonstrated my commitment a year ago almost when I bought another million shares of the company. So I've kind of put my money where my mouth was and really do bet on this company and investing in this company.

ZAHN: But that was also after you sold a lot of stock and at the point that you were making a 30 percent projection of growth for the company. And that's what the investors are saying, you may have just bought stock recently, but why did you dump all that stock before?

CASE: Well, I think if you look at the facts actually, my holdings in this company have increased since the merger. So sometimes people kind of look at one thing and don't look to the overall picture.

But I think at this particular juncture it's better to look forward into the future as opposed to the past. Indeed, that's part of the reason, a large part of the reason I made this personal decision. It's time for this company to move forward, and that's what I think we can do more effectively by me stepping down as chairman.

ZAHN: ... [Where] do you think the SEC and the Justice Department investigation of alleged shoddy accounting practices is going to lead them?

CASE: Well, it's up to the government to decide how to pursue that. I'm not ...

ZAHN: Were you aware of that stuff going on?

CASE: I was not. I've always exercised my responsibility, both when I was CEO of AOL and then when I was chairman of AOL Time Warner; I've always tried to make sure we did the right thing, and I feel good about the way I conducted myself and the leadership I provided.

But at the end of the day, the government has to do what it thinks is appropriate there. And Dick Parsons, the CEO, and Wayne Pace, who is our CFO, really are in charge of that investigation. So they should speak to it.

But I certainly felt good about the decisions I made in my leadership positions.

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