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* * * * * * *
Dispositions
* * * * * * *
In July 1998, the Company completed the
divestiture of Matthew Bender in a tax-free
reorganization and the sale of the Company’s 50%
ownership interest in Shepard’s to Reed Elsevier plc.
The two transactions were valued at $1.65 billion in
the aggregate. In October 1998, the Company completed
the divestiture of Mosby, Inc. to Harcourt General,
Inc. in a transaction valued at $415.0 million.
Concurrently with the closing of the Matthew Bender and
Mosby, Inc. transactions, the Company became the sole
manager of Eagle New Media Investments, LLC (Eagle New
Media) and Eagle Publishing Investments, LLC (Eagle
Publishing). A substantial portion of the assets of
Eagle New Media and Eagle Publishing were utilized in
connection with the 1999 recapitalization (see Note 2).
The Company intends to deploy the assets of both Eagle
New Media and Eagle Publishing to finance acquisitions
and investments, including purchases of the Company’s
common stock, and does not intend to use those funds
for the Company’s general working capital purposes.
Common Share Purchases
During 1999, the Company and Eagle New Media
purchased 3.2 million shares of the Company’s Series A
common stock which more than offset 2.0 million shares
issued as a result of the exercise of stock options
* * *.
The Company believes that the purchase of shares
of its common stock is an attractive investment for
Eagle New Media which will also enhance Times Mirror
shareholder value as well as offset dilution from
shares of common stock issued under the Company’s
stock-based employee compensation and benefit programs.
The Company and its affiliates expect to make share
purchases primarily to offset stock option exercises,
during the next two years in the open market or in
private transactions, depending on market conditions,
and such purchases may be discontinued at any time.
* * * As of December 31, 1999, the Company and its
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