Charter Communications Inc. made its boldest move yet to buyTime Warner Cable Inc., nominating a full slate of board members asit seeks to usher the second-largest U.S. cable company to thebargaining table.

In addition to nominating 13 candidates to replace Time WarnerCable's directors, Charter proposed amendments to the company'sbylaws, according to a statement today. The changes would limitexpansion of the board and repeal bylaws adopted by directors afterJuly 26, 2012.

Time Warner Cable Chief Executive Officer Rob Marcus rebuffedCharter's $132.50-a-share offer in January, saying he was open to adeal at $160 a share, a difference of about $7.5 billion excludingdebt. Charter, the fourth-largest U.S. cable carrier, has said amerger would help the companies save money on programming andtechnology as the industry adjusts to lower demand for cableTV.

“It is clear from our meetings with Time Warner Cableshareholders that there is an overwhelming desire to combine thesetwo companies,” Charter CEO Tom Rutledge said in the statement.“Now is the time for the current board and management of TimeWarner Cable to respond to their shareholders and work with us tocomplete a merger.”

Time Warner shareholders can vote on the proposed nominees atthe company's annual meeting this year. The date hasn't beenannounced.

“Charter is nominating a slate of directors for the sole purposeof pressuring our board into accepting the same lowball offer thatit previously considered and unanimously rejected,” Marcus said ina statement. “We are not going to let Charter steal thecompany.”

Charter's nominees include a clutch of cable executives, such asDexter Goei, James Chiddix and Bruno Claude, as well as veterans ofprivate equity and banking. The company also nominated mediaexecutive Lisa Gersh, the former CEO of Martha Stewart LivingOmnimedia Inc. who abruptly left the company at the beginning oflast year.

Even if Charter successfully installs a majority of the board,the new directors have the duty to vote in the best interests ofTime Warner Cable's shareholders and may not necessarily agree toCharter's buyout terms.

In 2010 and 2011, Airgas Inc., a chemical company, successfullyfended off a takeover attempt from rival Air Products &Chemicals Inc., even after the bidding company placed three of itsown nominees on the board. They all voted against the deal.

In an interview just after Charter went public with its offer onJan. 13, Marcus envisioned a similar outcome for his company.

“I don't know how they think that any board that would resultfrom a proxy fight — if that's what they have in mind — would cometo any different conclusion than what we did,” he said.

Shareholders would be satisfied with an offer between $140 and$150 a share, according to a Bloomberg survey of investors andanalysts last month.

At today's close in New York, Time Warner Cable fell less than 1percent to $134.90, while Stamford, Connecticut-based Chartergained less than 1 percent to $137.90.

After losing 825,000, or 6.8 percent, of its TV subscribers lastyear, New York-based Time Warner Cable is planning to usetechnology and a more user-friendly interface to win backcustomers. Marcus announced a plan last month to add 1 millionresidential customers over the next three years by improvingcustomer service and technology. Time Warner said it will beginincreasing Internet speeds and add video- recording features tocustomers in Los Angeles and New York, its two biggest markets.

Comcast Involvement?

Comcast Corp., the largest U.S. cable company, has examinedbuying some of Time Warner Cable's markets, including New YorkCity, New England and Charlotte, North Carolina, should Chartersuccessfully complete a deal, people with knowledge of the mattersaid last month.

John Malone, chairman of Liberty Media Corp., could also step into help sweeten the bid. He owns 27 percent of Charter throughLiberty Media, which has said it would want to own a similar stakein the combined company.

Charter's board slate for Time Warner Cable also includes IsaacCorre, a visiting lecturer at Harvard Law School; Marwan Fawaz,former CEO of Motorola Mobility Inc.'s home division; FranklinHobbs, chairman of Ally Financial Inc.; Neil Morganbesser, CEO ofDelMorgan & Co.; Eamonn O'Hare, a former CFO of Virgin MediaInc.; David Peacock of Huron Capital Partners LLC; Michael Salvati,president of Oakridge Consulting Inc.; Irwin Simon, president ofHain Celestial Group Inc.; and John Welsh III, president of AvalonCapital Partners LLC.

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