NEWS ANALYSIS : Time Warner Faces Scrutiny From Seagram : Media: A big battle for control is unlikely. But the new investors are not likely to sit quietly on the sidelines.

With the disclosure this week of the Seagram Co.’s accumulation of Time Warner Inc. stock, change almost surely will come to the giant entertainment and media conglomerate, which lost its forceful chairman, Steven J. Ross, to cancer last year.

No one anticipates an all-out, ‘80s-style battle for control. Time Warner is simply too large, with too much debt from its 1990 merger. But if Seagram acquires up to 15% as it said it might, the controlling Bronfman family is expected to angle for board representation or some other form of influence with Time Warner management.

There was even speculation Thursday that the Bronfmans might eventually try to install their own manager. One name mentioned: powerhouse agent Michael S. Ovitz, who has been a friend to Edgar Bronfman Jr. for many years, though Ovitz has declined similar opportunities in the past.

At the very least, Seagram is expected to probe the terms of Time Warner’s recently announced $2.5-billion deal with US West, and to ask questions about the new management team led by Time Warner Chief Executive Gerald M. Levin and adviser Oded (Ed) Aboodi.

Similar probing was done by media magnate Rupert Murdoch in early 1984 when he invested in Warner Communications Inc., using the same adviser--Allen & Co.--that Seagram has retained. In that case, Ross foiled Murdoch by forming a broadcasting venture with Chris-Craft Industries, which entangled Murdoch’s Australia-based News Corp. in federal regulations prohibiting foreign control of broadcast licenses. Murdoch soon sold his stock back to Warner for a 34% premium.

Today, Time Warner has no broadcast holdings, and foreign companies such as Montreal-based Seagram are allowed to invest in cable TV systems (a key Time Warner asset). Nor is Levin perceived as fierce a defender as Ross, who was fighting for a company he had founded through a series of mergers.

One investment banker predicted that Time Warner is unlikely to rebuff the Bronfmans directly, but might encourage grass-roots objections to Seagram--a distiller--in dozens of communities where Time Warner holds franchises to provide cable TV service. Other telltale signs of resistance could come from politicians’ objections to Seagram as a foreign company, because Time Warner is one of the remaining U.S. giants in magazine publishing and entertainment.

Seagram has already demonstrated its staying power in a tough corporate fight, in a battle waged for Conoco Oil in 1981. Seagram--with $2.3 billion from its sale of U.S. oil and gas properties the year before--decided to make a friendly bid for Conoco, which had vast Canadian holdings. After it was rebuffed, the distiller made a hostile offer to buy over 40%.

Du Pont stepped in as a friendlier suitor and eventually won Conoco, but Seagram wound up with 20% of Du Pont’s stock--a “nice consolation prize,” as the New York Times said. (Seagram now owns 24.3%).

Although some securities analysts say the Bronfmans have worked harmoniously on the Du Pont board, historians still note that the Bronfmans were not initially welcomed.

As the 1990 International Directory of Company Histories put it: “Du Pont’s only disadvantage in the Conoco takeover was the introduction of Edgar Bronfman, chairman of Seagram’s. . . . Bronfman sees himself as a long-term investor in Du Pont and would like an important voice in the company’s direction.”

* HOLLYWOOD EXPERIENCE: Junior Bronfman is behind the deal. D4