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directors was part of the November 17, 1997, briefing packet.
The section of the November 17, 1997, briefing packet entitled
“Executive Summary” contained the following statements:
The major strategic alternatives, or some combination
thereof, that are open to Times Mirror are the
following:
1. Hold
2. Divest
3. Swap
* * * * * * *
A key issue in any decision to divest or swap will be
the potentially large tax liability on the gain on the
sale due to our low basis in Matthew Bender. Our
preliminary work indicates that there may be a variety
of transaction structures which allow us to minimize
this tax expense.
* * * * * * *
Our preliminary analysis shows that with the very high
premiums currently being offered for legal * * *
publishing operations, more after-tax value could be
created through divestiture than by keeping these
companies. This value is enhanced considerably if the
divestiture could be accomplished through a
tax-advantaged structure.
* * * * * * *
The decision to explore strategic alternatives for
Mosby Matthew Bender is not easy nor a happy one.
* * * However, the facts are that the competitive
environment for * * * legal * * * publishing has
changed dramatically * * *. Matthew Bender is a very
distant third in U.S. legal publishing with a weakening
future competitive position. * * *
Considering these recent developments, we recommend to
the Board that it authorize the exploration of the
divestiture of Matthew Bender, including Shepard’s
* * *
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