On CBS Chairman Thomas H. Wyman.
I think he is a rather handsome, dapper gentleman, with a long history in the food business. He has only been in the television business a couple of years. I don't have anything against him . . . .I liked him pretty well before he made that statement Wyman's statement that Turner does not have the "conscience" to own a network . I don't think it went over too well, the part about who's moral enough and who isn't. That is basically something the CBS shareholders should decide . . . .
I would like to quote a statement from Mr. Wyman's press conference. [He said], "I don't think you'd characterize CBS as a lean and hungry skeleton crew corporate operation." That's an admission that they're wasting money . . . .
CBS has entered into employment contracts with and provided stock appreciation rights to Mr. Wyman, which will require the payment of substantial benefits if he voluntarily terminates his employment upon a change in control of that corporation.
On whether his hostile takeover bid can succeed since CBS has launched a stock buyback plan to stop him.
The CBS move, which expires on the 31st of this month, puts incredible time pressure on us. For all practical purposes, that particular offer, if successful, would make it extremely difficult, if not impossible, for our offer or any other offer similar to it to have any chance whatsoever.
On the attractiveness of the CBS stock buyback plan versus his proposal.
[The CBS plan] is a partial offer for only a little more than one-fifth [21 percent] of the outstanding shares, compared to our offer for all 100 percent of the outstanding shares . . . .This is only just a portion of what needs to be done . . . .
Our whole plan was to give the CBS shareholders a much better return on their investment than the current CBS management. They said our offer was nothing but paper, but that is all CBS stock is. Before CBS' latest offer, the shareholders were getting $2 or $3 a year in dividends. They would have gotten over $21 a year in interest and dividends in our proposal, seven times as much.
On whether the junk bonds he is offering in exchange for CBS stock are too risky.
I never called these things junk bonds. You can call it anything you want, but I call them high yield. People have always been saying we were going to go broke. I don't see it as dangerous because basically, all the CBS assets that are behind CBS now would be behind those [bonds]. CBS stock is a piece of paper too.
On whether he will be able to come up with the cash needed to make a sweetened offer for CBS.
I can't comment on that at this time. We are investigating right now. [The CBS stock buyback plan] changed everything. We're looking at a number of possible options.
On how he would operate the CBS television network if he wins the takeover fight.
I'm working to see a better world. That is my main reason for trying to take over this network. I think the networks run too much violent programming, too much sleaze, and not enough dealing with the important and critical issues of our time. I would stay very much in the entertainment business, and there wouldn't be real radical shifts, just a general difference in emphasis.
On how he would operate CBS News.
I would try and encourage CBS News to get a variety of voices on the air. I don't watch CBS News very much. I know they have a real problem in the morning and can't get anybody to anchor that CBS Morning News except a former Miss America. And they can't get a man to be on with her.
I don't imagine I'd interfere with it much. I'd just want to be sure that we treat everybody fairly. We Cable News Network get a variety of voices on the air. We let everyone from Jesse Helms to Jesse Jackson express their point of view. . . .
You gotta remember Gen. Westmoreland didn't sue us. Nobody is coming after us. We haven't been accused of bias in our news.
On CBS and "60 Minutes."
The other thing I've got to accuse them of obviously is arrogance, because there is no corporation in America that I'm aware of that is as arrogant as CBS is, with their shareholders, with the American people, with Gen. Westmoreland, with just everybody else in this country, with the president.
They ["60 Minutes"] did one on ex-president Carter. They did several hours of interviews, and the first line in the interview that appeared on the air was, "President Carter, you've got an image as a loser. What have you got to say about that?" A loser, the President of the United States. I mean, how many elections has Mike Wallace stood for? Boy, I'll tell you this, if we take them over, who's gonna be the losers? I'll tell you who the losers are.
. . ."60 Minutes" has done a hatchet job on just about everybody of importance, every institution we have had over the last 20 years. They have had very few friends as a result of it. I would try and increase the objectivity of it.
On what he will do if his bid to acquire CBS fails.
"If we fail" doesn't exist in my vocabulary. I remember as a boy reading a saying somewhere: "If at first you fail, try, try again."
On why he selected CBS as a takeover target instead of ABC or NBC.
If you recall, ABC saw things coming and ran to Cap Cities before we really got out there [ABC has agreed to be acquired by Capital Cities Communications Inc.]. We could go after Cap Cities, thought about that, but it would have been kind of confusing if they were trying to get ABC while we were trying to get them. [I chose] CBS because of their general arrogance.
On provisions in the CBS stock buyback, which he refers to as "poison pills," that block his takeover bid.
You know, the last guy I can think of that took a poison pill was Hermann Goering, and you know what he did the night before his execution. [German Nazi political leader Hermann Wilhelm Goering committed suicide in Nuremberg in 1946 the night before his scheduled execution.]
On CBS News anchorman Dan Rather, who Sen. Jesse Helms (R-N.C.) has accused of having a "liberal bias" on the air.
I have no plans to get rid of Dan Rather. In fact, I have never met him, and I am looking forward to meeting him one way or the other. He doesn't look like such a bad guy to me. I don't know much about him, and I don't watch him regularly. I don't intend to fire him. And we'd certainly keep a lot of the management.
On whether journalists have a "liberal bias."
I think journalists do tend to be a little bit liberal. I think the reason is that journalists go into the ghettos, the poverty and the tragedies.
I think seeing much of that makes them care more.
On whether he is a liberal or a conservative.
I'm not sure whether I'm a liberal conservative or a conservative liberal. Certainly on some issues conservative and some liberal.
Certainly nobody wants to die, and everybody loves their mother and father.
Liberals and conservatives love their country, even though sometimes they don't think the other side does.
On whether Sen. Helms is supporting his takeover bid. [Turner and Helms discussed the possibility of launching a joint bid for CBS earlier this year.]
You have to ask Sen. Helms. I haven't talked to him in a while.
On legislation passed in New York that would make it almost impossible to launch a successful, non-cash hostile takeover bid for New York corporations. [Gov. Mario Cuomo is reviewing the bill to decide whether to sign it or veto it.]
All three of the New York city newspapers have come out against it. That probably is the only time in history they have ever agreed, other than perhaps that we should declare war on Japan the day after Pearl Harbor.
This is called the CBS bill, the CBS protection bill, and we hope that Gov. Cuomo will veto it. If he doesn't, we have no choice but to take it to court and attempt to get it ruled unconstitutional, which we feel that it is.
On what it is like to be in a hostile takeover fight with CBS.
I have never been in one of these unfriendly takeovers before, so people say well, how did you learn about it? I say well, I got some Forbes and Fortune, and I read the business section of The New York Times. Last winter, I got a crash course in unfriendly takeovers because I've never been involved in one before. A lot of things are happening for the first time. I did not have any real preconceived notion about anything.
On whether he has anticipated legal and financial maneuvers by CBS to thwart his takeover bid.
Every day I wake up like everybody else and wonder what they're gonna do next. It is exciting, and I've really enjoyed it. It is expensive, but I can say it has been a lot of fun, so far.
On what expensive means.
The last time I asked we had spent around $15 million so far.
On whether $15 million in takeover fees is a waste of Turner Broadcasting System shareholders' money.
You gotta remember I own 80 percent of the shares. Eighty percent of it is right out of my hip pocket. . . .
It's not cheap. . . .Someday I'll be dead too. All things come to an end at some point. It is just a question of time. We are all dead. It just hasn't happened yet.
On allegations by former CBS and CNN newsman Daniel Schorr that Turner made anti-semitic remarks while in the Soviet Union.
[My response] has already appeared in The Los Angeles Times. Anybody desirous of finding out what I said can get a copy of it, if they write [me] and enclose a self-addressed, stamped envelope. We can't just throw money away. If the question was is it true, the answer is no.
On the provisions adopted by the CBS board of directors to defeat his takeover bid.
Although CBS has consistently disparaged our offer, its board of directors has seen fit to propose drastic measures designed solely to prevent shareholder consideration of our offer.
This conduct reflects blatant disregard by the CBS directors for their fiduciary duties to the CBS shareholders. In short, CBS board of directors has usurped or is planning to usurp the rights of the shareholders to determine the future of the shareholders' company.
I find it totally unacceptable that persons with little or no stake in the companies that employ them would seek to make themselves unaccountable to their owners and presume the right to make investment decisions for their stockholders. [There have been] numerous steps taken by CBS management to thwart their shareholders' consideration of our offer and unlawfully, we believe, to entrench themselves. The CBS response to our exchange offer, management entrenchment, is designed solely to prevent our offer from reaching the CBS shareholders.
The culmination of the entrenchment efforts was on July 3, with the CBS offer to purchase 6.5 million shares for $40 in cash and $110 in notes per share . CBS admits this unilateral change in its capital structure might diminish the attractiveness of the company to certain persons interested in acquiring control.
On what he is doing to stop the CBS stock buyback plan before it stops him.
We are actively pursuing claims in federal court against CBS and its directors. At the hearing presently scheduled for July 24 in Atlanta, we will seek preliminary and permanent injunctions against consummation of the current CBS offer. At the Federal Communications Commission, we filed a petition saying the CBS buyback plan cannot be accomplished without FCC approval, because it is an unauthorized and unapproved change in control of that corporation.
On whether he will wait until after the FCC gives him permission to proceed before unveiling a surprise cash takeover bid for CBS.