Tribune Company, As Agent of and Successor By Merger to the Former the Times Mirror Company, Itself and its Consolidated Subsidiaries - Page 10

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               Willes opened the special meeting of the board of directors            
          by noting that market consolidation in legal publishing presented           
          immediate strategic questions that needed to be evaluated fully.            
          Willes and Kathryn M. Downing, a corporate officer of Times                 
          Mirror, then presented a lengthy review of the situation and the            
          issues to be addressed.  Following this presentation, there was a           
          substantive discussion among the board of directors.  At the                
          conclusion of this discussion, the board of directors unanimously           
          instructed Times Mirror’s management to proceed with a formal               
          review of the company’s options with respect to its ownership of            
          Bender and its joint ownership of Shepard’s.                                
               C.  Times Mirror’s Announcement Sparks Interest by Reed and            
          Wolters Kluwer                                                              
               On November 24, 1997, Times Mirror released a statement to             
          the public that announced the company’s decision to explore                 
          strategic alternatives with respect to its ownership of Bender              
          and its joint ownership of Shepard’s.  After Times Mirror made              
          this announcement, Reed, Wolters Kluwer, and many others                    
          expressed an interest in acquiring Bender.                                  
               Parties that indicated an interest in Bender were initially            
          sent a standard confidentiality agreement.  These confidentiality           
          agreements set out the ground rules for obtaining confidential              
          information in connection with a possible sale or other                     
          disposition of Bender.  On December 26, 1997, Times Mirror and              







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