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risk, when questioned on the point, your counsel did
not withdraw it and your counsel did indicate that it
did represent an addition to our proposed structure
designed to create leverage for you in other
circumstances.
In addition, Unterman made the following statements in an
attachment to this letter:
1. Guaranty. The mark-up proposes that MB Parent
guaranty the secured debt of MergerSub to
Acquiror. This proposal would result in the
assets of the LLC being placed at risk and is
unacceptable.
N. April 24, 1998, Special Meeting of Times Mirror’s
Board of Directors
A special meeting of Times Mirror’s board of directors was
convened on April 24, 1998. A document entitled “Mosby Matthew
Bender Update” was prepared for this meeting (April Bender
update). The April Bender update listed the following as one of
Times Mirror’s major accomplishments since the March 5, 1998,
meeting of Times Mirror’s board of directors:
As part of our effort to minimize the tax liability on
the divestiture, we continued to look for tax-efficient
structures. A potential approach that is superior to
the structures reviewed at last month’s Board meeting
was brought to us by Price Waterhouse through Goldman
Sachs. This approach is proprietary to Price
Waterhouse and is subject to a confidentiality
agreement. * * *
The April Bender update also included a section entitled “New Tax
Minimization Approach” that contained the following:
The Price Waterhouse structure separates ownership and
control so that the acquiring company controls Matthew
Bender and Times Mirror controls an amount of cash
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