Tribune Company, As Agent of and Successor By Merger to the Former the Times Mirror Company, Itself and its Consolidated Subsidiaries - Page 13

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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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