- 119 -
was title to the common stock plus effective control over
$1.375 billion–-the amount paid by Reed in the transaction.
Certainly from the standpoint of Times Mirror, control of the
funds was the most important asset received. From the standpoint
of Reed, control of the Bender operations was the most important
asset received. Neither TMD nor MB Parent had officers or
employees. TMD had no operations independent of Times Mirror,
and MB Parent had no operations independent of Reed. Unterman
testified that Times Mirror was appointed manager of the LLC
because TMD had no employees and was solely owned by Times
Mirror. He further testified:
Q [Counsel for petitioner] From your perspective
as chief financial officer of Times Mirror, was Times
Mirror’s management authority over the assets of the
LLC a separate part of the consideration Times Mirror
received for Matthew Bender?
A [Unterman] Not at all. It was all one deal.
Q Could you explain your response, please?
A Well, the economic asset was the cash that was
in MB parent, and the LLC was a way of assuring that
the cash would be invested in a manner that was
parallel of Times Mirror’s interests at all times.
Under the combined terms of the management agreement, MB Parent’s
restated certificate of incorporation, MergerSub’s certificate of
incorporation, the MB Parent stockholders agreement, and the
MergerSub shareholders agreement, all incidents of ownership of
the $1.375 billion were shifted to Times Mirror as of July 31,
1998.
Page: Previous 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 NextLast modified: May 25, 2011