Monday, May. 22, 1995

BART SIMPSON CALLING

By RICHARD LACAYO ERIK LARSON AND BARBARA RUDOLPH/NEW YORK

Rupert Murdoch isn't somebody to sit back and count his blessings. It was just two weeks ago that the U.S. Federal Communications Commission took a load off his mind when it decided not to force him to reduce his ownership stake in eight stations that are at the center of his Fox TV network. With that major distraction out of the way and the coffers of his News Corp. global media empire bursting--he boasted recently of having $1 billion on hand--everybody figured it was just a matter of time until his next big move.

No time at all, as it turned out. On Wednesday, News Corp. and MCI, the long-distance giant, announced a deal to form a worldwide media partnership, one that could add as much as $2 billion to Murdoch's buying power. A year ago, after MCI sold a 20% stake of itself to British Telecommunications for $4.3 billion, it began looking for a partner to transform its worldwide phone network into pathways for "content"-whatever a computer or TV screen can receive, from info-services to movies. "You can hardly think of content without the name of Rupert Murdoch coming to the fore," says MCI chairman Bert Roberts.

At Roberts' request, he and Murdoch held a brief get-to-know-each-other meeting at the Los Angeles airport in November. "After about 15 minutes we hit it off personally," he says. "And we both instantly saw that there may be some genuine reason to pursue this." At the end of the pursuit, MCI agreed to invest heavily in News Corp. stock--$1 billion now plus $1 billion over the next four years. In return, Murdoch will send his company's immense fund of grunt-and-grin entertainment, news and information through MCI phone lines into home and business screens. In addition to the Fox network, Murdoch owns the HarperCollins publishing house and a string of newspapers around the world, and two satellite-TV channels--BSkyB, which broadcasts across Europe, and STAR TV, which covers much of Asia. TV Guide magazine and the show Melrose Place, business data and the Super Bowl football game--all could come directly to your home screens via phone lines faster than cartoon kid Bart Simpson can make a prank call to Moe's Tavern.

Each side will contribute $200 million to a global joint venture in which programming and electronic information produced by News Corp. will be distributed to businesses and consumers in digital form through MCI's vast web of fiber-optic cable. But here too Murdoch may not have to ante up cash, just "content.'' Low risk but high potential profit for him-that's typical of the entire deal. If MCI eventually invests the full $2 billion, it will own 13.5% of News Corp. But the terms of the deal require MCI to vote its shares in the same proportion as the rest of the shareholders. That means Murdoch, who with his family controls 40% of his company's stock, cedes no control.

The longer-term picture is cloudier. Synergy is the business world's most over-hyped concept, and the Internet is a market where just about everyone is betting but almost no one is yet taking home winnings. A similar deal two years ago, in which Bell Atlantic proposed to absorb the cable giant Tele-Communications Inc., was called off before it could go forward. While MCI has a strong customer base among businesses, for instance, News Corp. has little in the way of business information services to offer them. For Murdoch, the most important advantage of MCI's already established presence on the Internet is the second chance it offers to his flagging on-line service, Delphi. It ranks a distant fourth behind America Online, CompuServe and Prodigy. That could change fast if MCI promoted Delphi to its 16 million residential customers.

"America Online is going like lightning," Murdoch pointedly told Time in March, "but they are spending a lot of money to enlist customers." Murdoch also said then that next season he plans to introduce a new and more sophisticated version of Delphi, which he hopes will feature new access software that will make it easier for subscribers to point and click their way onto the Internet. That could put him head-to-head with software's maximum leader, Bill Gates, whose Windows 95, set to debut in August, also promises to speed users onto the Net.

What the MCI-News Corp. alliance indisputably does right off the bat is fatten News Corp.'s coffers. To Murdoch, with billions jangling in his pocket, a good part of the media world must now look like so many packages wrapped with bows, just waiting for him to untie them. Late last week he grabbed for one, making a $2.8 billion bid for the three television networks of Italy's former Premier Silvio Berlusconi, which are watched by nearly half the country's TV audience. And then? "Ted Turner may want to retire," he joked mordantly at a press conference called to unveil the deal. Wall Street sat up. Could News Corp. be looking to buy the 20% stake in Turner owned by Time Warner? Certainly Turner's cable operations, which include CNN, would be attractive to Murdoch, whose empire lacks a global television-news operation.

Murdoch also lacks a music division, one of the entertainment industry's most reliable profit centers. One solution would be to acquire EMI, known for such performers as Garth Brooks and Sinead O'Connor. Or Murdoch might go after the 15% stake in Time Warner, worth about $2 billion, that the Seagram Co., which recently bought MCA and its Universal Studios, may be ready to unload. But another buyer for those shares, the phone giant AT&T, is rumored to be in talks with Time Warner.

In fact, few Murdoch watchers believe the man would be satisfied with a minority interest in any company. He is known for big, risky deals, like the $1.6 billion he spent to bring N.F.L. football to Fox. And more than anything, he's determined to make Fox a real competitor against the Big Three U.S. networks. That means adding affiliates. With new networks founded by Paramount and Warner also scouting available stations, the competition is tough. He could attempt to buy companies that own several stations, like Chicago-based Tribune Broadcasting, which has eight. Or he could pick them off one by one. Last month the boss himself persuaded the owners of a South Bend, Indiana, station to switch its affiliation from ABC to Fox.

Ordinarily that kind of negotiation would be the job of a lower executive. Despite its global reach, News Corp. is in some ways very much a one-man show--the Murdoch show. MCI's investment represents, in effect, a $2 billion bet on Murdoch's savvy and vision. Which is why his failure to develop clear successors among his management team is a growing problem for the 64-year-old executive. The media world is full of former Murdoch lieutenants, including free-lance mogul Barry Diller and Disney motion-pictures chief Joe Roth. After Murdoch is gone, who runs the place? MCI tried addressing that question with a contract clause that gives it the right to acquire Murdoch's News Corp. stock in the event his heirs choose not to sell a substantial stake. That's not much of a guarantee his company can thrive without him. News Corp. has no enduring culture, says a recent departee. "It's not a corporate culture. It's a Rupert culture."

-Reported by Erik Larson and Barbara Rudolph/New York