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statements were included in the November 7, 1997, GS
presentation:
# Given the dramatic change in the competitive
landscape of the professional information
publishing sector, this may be an opportune time
for TMC [Times Mirror] to monetize its * * * legal
[publishing] assets
# Monetization of the * * * legal publishing assets
can be executed through a simple, taxable sale for
cash or through a number of tax-advantaged
structures
# The ultimate structure utilized will be a function
of the type of buyer (ie. Strategic or financial)
as well as the nationality of the buyer (ie.
Domestic or foreign) as well as the amount of cash
proceeds TMC would like to receive upfront
The November 7, 1997, GS presentation provided a summary of
Bender’s potential buyers as well as descriptions of several of
GS’s proprietary “tax-advantaged” structures for the Bender
transaction. None of the tax-advantaged structures set forth in
the November 7, 1997, GS presentation were ultimately recommended
by Times Mirror’s management or approved by Times Mirror’s board
of directors for the Bender transaction.
B. November 17, 1997, Special Meeting of Times Mirror’s
Board of Directors
A special meeting of Times Mirror’s board of directors was
convened on November 17, 1997. In connection with this special
meeting, a document entitled “Briefing Packet On Mosby Matthew
Bender” (November 17, 1997, briefing packet) was prepared. A
memorandum dated November 14, 1997, from Willes to the board of
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