Tribune Company, As Agent of and Successor By Merger to the Former the Times Mirror Company, Itself and its Consolidated Subsidiaries - Page 56

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               company.)  In exchange for its Target Stock, Times                     
               Mirror will receive 100% of MB Parent common stock.                    
                         *    *    *    *    *    *    *                              
                    5.  [MB] Parent contributes $1,000 to LLC in                      
               exchange for non-voting LLC interest.                                  
                    Times Mirror is sole manager of LLC but is not a                  
               member of the LLC.                                                     
               An April 22, 1998, memorandum from Charles P. Fontaine                 
          (Fontaine), director of taxes for Reed, to Ian Malcolm (“Mac”)              
          Highet, executive vice president of corporate development for               
          Reed, posed the following questions regarding the dividend                  
          requirements of the CJV structure:                                          
               Are current dividends required to be paid on the MB                    
               preferred stock or the MB Parent preferred stock?                      
               Can dividends not be paid until the MB preferred stock                 
               is redeemed?                                                           
               Is a dividend rate of 5% acceptable?                                   
          Shefter, for GS, and Hatef Behnia (Behnia), a partner at GD&C,              
          responded to these questions in the following manner:                       
               Current dividends are required to be paid on both                      
               classes of preferred stock.                                            
               Dividends cannot be deferred until the preferred stocks                
               are redeemed.                                                          
               A dividend rate in the range of 5.0 to 5.5% is                         
               acceptable (5% is likely to be used).  The dividend                    
               rate will be some rate below Treasuries * * *                          
          Fontaine posed the following questions regarding the restrictions           
          on transfers:                                                               







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