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paid to Times Mirror as dividends are $14,808,000 for
the period ended December 31, 1998 and $4,536,000
(which is 65% of Eagle New Media’s post-preferred
dividend net income) for the quarter ended March 31,
1999. * * *
Reed agreed to the proposed amendment to MB Parent’s
restated certificate of incorporation because (1) Reed had no
interest in the profits generated by the LLC and (2) Reed
understood that none of the $1.375 billion that had been
contributed to the LLC would ever be returned to Reed.
On June 24, 1999, the board of directors of MB Parent
adopted resolutions that approved (1) 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
and (2) the declaration and payment of dividends on MB Parent’s
common stock and voting preferred stock. These resolutions
stated, in pertinent part, the following:
4. Amendment of the Restated Certificate of
Incorporation of the Corporation.
* * * * * * *
RESOLVED, that the Restated Certificate of
Incorporation of the Corporation be further amended by
changing subsection (e) of Section 3 of the Article
thereof numbered “Article V” so that, as amended, said
subsection of said Article shall be and read as
follows:
“(e) Restrictions on Junior Payments. So long as
any shares of Voting Preferred Stock are
outstanding, the corporation shall not, except
only upon the unanimous vote of the Board of
Directors, (i) declare, pay or set apart for
payment any dividend on, or make any distribution
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