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entitled “Structural Alternatives” contained the following
statements:
# Structuring Goals
- Maximize after-tax value to Times Mirror and
its shareholders
- Integrate structural considerations into sale
process
- Achieve desired accounting results at time of
sale (and possibly on an ongoing basis)
F. Reed and Wolters Kluwer Call Off Merger
On March 9, 1998, Reed and Wolters Kluwer called off their
previously announced merger. On March 18, 1998, Wolters Kluwer
faxed to GS an executed confidentiality agreement regarding
Bender.
G. Melone, Sigler, and Walker Gain Access to the “Domestic
Sandwich” Structure
On March 24, 1998, three members of E&Y, Martin R. Melone
(Melone), Mary Ann Sigler (Sigler), and Kenneth M. Walker
(Walker), entered into an agreement entitled “Nondisclosure and
Confidentiality Agreement” with Price Waterhouse LLP (PW). At
the time that they entered into the Nondisclosure and
Confidentiality Agreement with PW, Melone was the “Partner-in-
Charge” of E&Y’s audit of Times Mirror, Sigler was a tax partner
at E&Y, and Walker was an engagement partner at E&Y. The
Nondisclosure and Confidentiality Agreement pertained to the
following:
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