- 89 -
MATTHEW BENDER & COMPANY
STATEMENT PURSUANT TO IRC
REG. 1.368-3
Matthew Bender & Company was disposed of pursuant to an
agreement and plan of merger dated April 27, 1998 by
and between The Times Mirror Company, TMD Inc, a wholly
owned subsidiary of Times Mirror and Reed Elsevier U.S.
Holdings Inc., Reed Elsevier Overseas BV,
CBM Acquisition Parent Co, MB Parent and CBM MergerSub
Corp. The transactions are fully described in the plan
of merger attached. The purpose of the transaction was
to dispose of Matthew Bender in a transaction that
would qualify as reorganization under Section 368 of
the Internal Revenue Code of 1986 as amended.
Times Mirror’s Financial Reporting Following the Close of the
Bender Transaction
On August 13, 1998, Unterman signed Times Mirror’s
Form 10-Q, Quarterly Report Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934, for the company’s quarterly
period ended June 30, 1998 (August 13, 1998, Form 10-Q).
Included in the August 13, 1998, Form 10-Q were condensed
consolidated financial statements for Times Mirror, notes to the
condensed consolidated financial statements, all of which were
unaudited, and management’s discussion and analysis of the
company’s financial condition and the results of the company’s
operations. The notes to these financial statements contained,
in pertinent part, the following comments:
Note 3–-Discontinued Operations
The Company signed definitive agreements with Reed
Elsevier plc on April 26, 1998 for the disposition of
Matthew Bender & Company, Incorporated (Matthew
Bender), the Company’s legal publisher, in a tax-free
reorganization and the sale of Times Mirror’s 50%
Page: Previous 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 NextLast modified: May 25, 2011