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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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