Tribune Company, As Agent of and Successor By Merger to the Former the Times Mirror Company, Itself and its Consolidated Subsidiaries - Page 12

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               Part II of Times Mirror’s 1999 Form 10-K contained, among              
          other information, management’s discussion and analysis of the              
          company’s financial condition and results of operations, audited            
          consolidated financial statements for Times Mirror, and the notes           
          to the company’s consolidated financial statements.  The portion            
          of part II that comprised management’s discussion and analysis of           
          Times Mirror’s financial condition and results of operations                
          contained the following statements:                                         
               Overview                                                               
                         *    *    *    *    *    *    *                              
               1999 Recapitalization                                                  
                    In September 1999, the Company completed a                        
               recapitalization transaction with its largest                          
               shareholders, the Chandler Trusts, in which the                        
               Company, including certain of its affiliates, and the                  
               Chandler Trusts each contributed assets worth                          
               $1.24 billion to TMCT II, LLC, a newly formed limited                  
               liability company.  The 1999 recapitalization resulted                 
               in a net effective reduction, for financial reporting                  
               purposes, in the number of shares of the Series A and C                
               common stocks by 12.4 million shares and in the                        
               Company’s Series C-1 and C-2 preferred stocks by                       
               501,000 shares.  * * *                                                 
                         *    *    *    *    *    *    *                              
               Liquidity and Capital Resources                                        
                    * * *  In 1999, funds from the Company’s                          
               investment affiliates created as part of the 1998                      
               divestitures of the Company’s legal and medical                        
               publishing businesses, as well as proceeds from new                    
               debt issuances were used to finance the 1999                           
               recapitalization and acquisitions.  In the second half                 
               of 1998, the company utilized a portion of the                         
               investment affiliates resources for share purchases and                
               acquisitions.  * * *                                                   





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