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S. May 7, 1998, Regular Meeting of Times Mirror’s Board
of Directors
A regular meeting of Times Mirror’s board of directors was
convened on May 7, 1998. A document entitled “Mosby Matthew
Bender Divestiture Update” was presented to Times Mirror’s board
of directors at this meeting (May Bender update). The May Bender
update included the following statements:
Following the special Board meeting on Friday,
April 24, we began exclusive negotiations with Reed
Elsevier for the divestiture of Matthew Bender and our
50% interest in Shepard’s. Negotiations started Friday
afternoon and continued for most of the day Saturday.
Contracts and press releases were finalized Saturday
night and signed on Sunday, after all corrections to
the contracts had been made. The transaction was in
line with the parameters reviewed with the Board, with
a total value of $1.65 billion. Matthew Bender will be
divested through a merger that takes advantage of the
proprietary tax structure that was presented to the
Board. Pending the customary regulatory review, the
transaction is expected to be completed this summer.
T. May 7, 1998, Annual Meeting of Times Mirror’s
Shareholders
Times Mirror’s annual shareholder meeting was convened on
May 7, 1998. At this meeting, Willes discussed, among other
topics, Times Mirror’s “decision to sell * * * [Mosby and Matthew
Bender] for strategic reasons.” Willes made the following
remarks with respect to this topic: “You have read in recent
days that we have reached agreements to sell Matthew Bender, and
our 50% interest in Shepard’s for $1.65 billion. We have also
agreed to sell Mosby for $415 million. This is a phenomenal
amount of money for some phenomenal businesses.”
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