Tribune Company, As Agent of and Successor By Merger to the Former the Times Mirror Company, Itself and its Consolidated Subsidiaries - Page 114

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               A regular meeting of Times Mirror’s board of directors was             
          convened on October 8, 1998.  A written report for this meeting             
          contained the following statements:                                         
                           Mosby and Matthew Bender Update                            
               Since our last Board meeting in July, substantial                      
               progress has been made in the divestiture of Mosby and                 
               Matthew Bender.                                                        
               The divestiture of Matthew Bender/Shepard’s * * *                      
               closed on July 31.  Times Mirror received $275 million                 
               in cash for the sale of our 50% interest in Shepard’s                  
               and Liberty Bell I was funded with $1,375 million                      
               through the merger of Matthew Bender.  As indicated at                 
               the last Board meeting, the cash received by Times                     
               Mirror was used to repay short-term debt and the funds                 
               held by Liberty Bell will be invested in the repurchase                
               of Times Mirror stock and in high-quality short-term                   
               investments.                                                           
          In addition, the section of the October 8, 1998, board report               
          entitled “Capital Planning Discussion” contained the following              
          statements:                                                                 
               Introduction                                                           
               Since the July Board meeting, we have continued to                     
               sharpen our focus on our intended use of the proceeds                  
               from the Mosby and Matthew Bender dispositions as well                 
               as our continuing significant free cash flow.  It had                  
               not been our assumption that we would immediately turn                 
               around and use these resources as a war chest to                       
               finance a major acquisition program, and over the past                 
               several months we tested this presumption by examining                 
               in detail the prospect for value creation and the                      
               acceleration of earnings growth through acquisitions.                  
               * * *                                                                  
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