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U. Organization of Liberty Bell I
On May 22, 1998, Michael S. Udovic (Udovic), assistant
general counsel for Times Mirror, filed the Certificate of
Formation for Liberty Bell I, LLC (LBI), with the secretary of
state of the State of Delaware. On May 26, 1998, Udovic resigned
from his position as the authorized person of LBI. LBI did not
have an authorized person between the time of Udovic’s
resignation and July 28, 1998.
V. July 9, 1998, Regular Meeting of Times Mirror’s Board
of Directors
A regular meeting of Times Mirror’s board of directors was
convened on July 9, 1998, at which the board of directors
discussed, among other topics, the pending Bender transaction.
According to the minutes of this meeting, Unterman discussed the
following matters with the board of directors:
Thomas Unterman * * * reviewed the pending transactions
involving Mosby and Matthew Bender and their impact
upon the Company’s financial projections, concluding
that Times Mirror remained on target to meet each of
its major financial objectives for the year. He noted
that the proceeds from the dispositions of these
businesses will be received by two limited liability
companies and, utilizing materials previously furnished
to the Board of Directors, discussed the short-term
investment strategies Times Mirror will follow in
connection with its management of those companies.
These matters were also presented to the board of directors in a
written report. In particular, the section entitled “Finance
Report” contained the following statements:
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