- 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
Page: Previous 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 NextLast modified: May 25, 2011