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entity, and Reed Elsevier NV, a Dutch entity. Times Mirror held
its 50-percent interest in Shepard’s through one of its
subsidiaries, Matthew Bender & Co., Inc. (Bender), a legal
publishing company.
As of December 31, 1997, Times Mirror comprised three
business segments: Newspaper publishing, professional
information, and magazine publishing. The professional
information business segment included Bender and Mosby, Inc.
(Mosby), a health sciences publishing company.
Times Mirror engaged in the legal publishing business
through Bender. TMD, Inc. (TMD), a wholly owned subsidiary of
Times Mirror, owned the only class of issued and outstanding
stock of Bender until July 31, 1998.
B. Changes in the Legal Publishing Landscape
Between 1980 and 1997, the legal publishing industry
experienced significant consolidation. During that period, the
legal publishing market contracted from 20 companies to 5: Reed;
Wolters Kluwer NV (Wolters Kluwer), a Dutch publishing and
information company; West-Thomson; Bender; and the Bureau of
National Affairs.
On October 13, 1997, Reed and Wolters Kluwer announced a
plan to merge. At the time of the announcement, Reed’s holdings
included Lexis-Nexis (Lexis), and Wolters Kluwer’s holdings
included Commerce Clearing House.
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