Tribune Company, As Agent of and Successor By Merger to the Former the Times Mirror Company, Itself and its Consolidated Subsidiaries - Page 119

                                       - 83 -                                         
               Conclusion                                                             
               In consideration of the resources we have available and                
               the capital and acquisition spending we anticipate, we                 
               are recommending a gross repurchase level of                           
               approximately 4-5 million shares per year for the plan                 
               period.  With approximately 3-4 million shares expected                
               to be issued each year through options and other equity                
               incentive programs, our planned repurchase level should                
               result in a net retirement of 1-2 million shares per                   
               year in each of the next 3 years.  This will allow us                  
               to invest for our continued growth while returning us                  
               to an optimal capital mix.                                             
               After the board of directors had considered the materials              
          that had been presented regarding these matters, the board                  
          approved resolutions regarding the use of the LLC and Eagle                 
          Publishing in Times Mirror’s share repurchase program.                      
               On May 3, 1999, Udovic distributed a memorandum to, among              
          others, Unterman, Gastler, Niese, and Behnia regarding the                  
          amendment of MB Parent’s restated certificate of incorporation to           
          permit the payment of dividends on the shares of MB Parent’s                
          common stock.  Udovic’s memorandum contained the following                  
          statements:                                                                 
               In connection with distributing to Times Mirror the                    
               income of Eagle New Media Investments, LLC, attached is                
               a draft of a Restated Certificate of Incorporation of                  
               CBM Acquisition Parent Co., Section 3(e) of Article V                  
               of which has been amended to permit the payment of                     
               dividends on shares of common stock.  * * *  Also                      
               attached are drafts of Board and shareholder                           
               resolutions approving the Restated Certificate of                      
               Incorporation.                                                         
               I have sent these drafts to Charlie Fontaine at Reed                   
               who has agreed to coordinate having the Restated                       
               Certificate approved and filed and dividends paid to                   
               Times Mirror.  The amounts currently proposed to be                    





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