June 06--NEW YORK -- Time Warner Cable Inc. shareholders met on a soggy Thursday morning here, a couple blocks off Columbus Circle, to hear chief executive Robert D. Marcus say he considers that the company's dismal 2013 performance is "old news," and that its proposed $45.2 billion acquisition by Comcast Corp. in an all-stock transaction is a "dream combination."
The sedate affair contained none of the drama that marked the Comcast shareholders' May gathering in Philadelphia, which was disrupted by about 50 protesters opposing the merger of the nation's two largest cable companies because of anti-competitive concerns and media concentration.
Security at Thursday's session was tight, with a police officer standing at the door, but only 15 to 20 shareholders attended the hour-long event.
If the Justice Department and the Federal Communications Commission approve the transaction, announced in February, Time Warner Cable shareholders will own 23 percent of the combined corporate entity.
Marcus, who also is chairman of the company, was optimistic that Washington regulators would approve the complex deal by year's end, though the matter of the merger itself was not part of Thursday's meeting. Consumer groups, some politicians, and a New York Times editorial have voiced opposition to it.
Time Warner Cable shareholders are expected to vote later this year on the transaction and associated multimillion-dollar golden parachutes for Marcus and other top executives. Marcus' parachute alone is valued at $80 million.
Thursday, he qualified his outlook on state and federal approval in a conversation with a shareholder after the meeting, noting that the FCC also is reviewing the proposed mega-merger of AT&T and DirecTV and is drafting new open Internet rules -- projects that will strain the agency's resources.
Sprint and T-Mobile, the nation's third- and fourth-largest wireless carriers, are expected to announce this summer a combination that could pile more work onto desks at the FCC and the Justice Department, according to published reports.
Marcus said Time Warner Cable -- whose Internet service recently was ranked 236th out of 236 companies or brands in the American Customer Satisfaction Index -- was reforming its culture and had "tremendous momentum through the first five months of 2014."
A devastating drain of cable-TV subscribers in 2013 put Time Warner Cable in play for a takeover.
Cable operator Charter Communications Inc. proposed an alternate slate of directors for Time Warner Cable earlier this year, and then Comcast negotiated a friendly deal.
"Last year's results feel like old news," Marcus said, focusing on more positive developments.
During the formal question-and-answer program, shareholder Mindee Wasserman of Boston noted that Time Warner Cable executives talked for years about its benefits as a pure-play cable company after its separation from Time Warner Inc., the programming company that owns CNN, HBO and other cable channels.
Now, she said, Time Warner Cable is merging with Comcast, which owns the NBCUniversal entertainment and news conglomerate -- which means the resulting Comcast/Time Warner Cable would no longer be a pure-play cable company, but a cable/programming combination.
Marcus said he considers Comcast mostly a TV distributor.
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Original headline: Time Warner Cable shareholders' meeting: Lacking in Comcast drama
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