- 86 -
; and further
RESOLVED, that, in accordance with Section 15 of that
certain Limited Liability Company Agreement dated as of
July 28, 1998 (the “LLC Agreement”) among CBM
Acquisition Parent Co., LEXIS Inc. and The Times Mirror
Company (“TMC”), all Delaware corporations, the
Corporation demand from Eagle New Media Investments,
LLC, a Delaware limited liability company, a
distribution in the amount of Twenty-One Million Eight
Hundred Two Thousand Seventy Dollars and Eighty-Seven
Cents ($21,802,070.87), to be paid not later than
July 1, 1999 to partially fund the aforesaid dividends;
* * *
Also on June 24, 1999, MB Parent’s stockholders, i.e., REUS,
REBV, and TMD, adopted resolutions that approved of the amendment
to MB Parent’s restated certificate of incorporation.
On June 30, 1999, Times Mirror, acting in its capacity as
manager of the LLC, approved a distribution of $21,802,070.87
from the LLC to MB Parent. MB Parent used this distribution to
pay the dividends that had been declared on its common stock and
its preferred stock on June 24, 1999. In this regard, MB Parent
distributed $21,160,000 to TMD and $642,070.87 (i.e., the
difference between the $3,466,145.20 dividend that MB Parent had
declared on its preferred stock and the $2,824,074.33 dividend
that had accumulated on the Bender participating preferred stock
owned by MB Parent between August 1, 1998, and June 30, 1999) to
REUS and REBV. MB Parent neither declared nor made any other
dividend distributions from the time of MB Parent’s organization
to the end of 2000.
Page: Previous 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 NextLast modified: May 25, 2011