Tribune Company, As Agent of and Successor By Merger to the Former the Times Mirror Company, Itself and its Consolidated Subsidiaries - Page 21

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          Reed executed a confidentiality agreement.  On January 9, 1998,             
          GS sent a confidentiality agreement to Wolters Kluwer.                      
               On February 2, 1998, Reed signed an addendum to the                    
          confidentiality agreement that it had executed with Times Mirror            
          and delivered that addendum to Times Mirror.  The addendum                  
          expressed the desire of Reed and Times Mirror that Wolters Kluwer           
          and Reed would jointly investigate and prepare a bid for Bender             
          and/or Mosby.                                                               
               D.  February 5, 1998, Regular Meeting of Times Mirror’s                
          Board of Directors                                                          
               A regular meeting of Times Mirror’s board of directors was             
          convened on February 5, 1998.  At this meeting, the board of                
          directors reviewed and discussed, among other topics, Times                 
          Mirror’s strategic business plan for 1998 through 2000 and the              
          company’s financial structure.  These matters were also presented           
          to the board of directors in the form of a written report.  In              
          particular, the section entitled “Strategic Three-Year Plan”                
          contained the following statements:                                         
                            Mosby Matthew Bender Process                              
                         *    *    *    *    *    *    *                              
               Divestiture Process and Strategy                                       
               On November 17, 1997, the Board held a study session                   
               that explored the changed strategic situation for                      
               Matthew Bender legal publishing, including Shepard’s,                  
               and Mosby health sciences publishing.  * * *                           
                         *    *    *    *    *    *    *                              






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