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ownership interest in Shepard’s. The two transactions
were valued at $1.65 billion in the aggregate and were
completed on July 31, 1998. The disposition of Matthew
Bender was accomplished through the merger of an
affiliate of Reed Elsevier with and into Matthew Bender
with Matthew Bender as the surviving corporation in the
merger. As a result of the merger, TMD, Inc., a wholly
owned subsidiary of Times Mirror, received all of the
issued and outstanding common stock of CBM Acquisition
Parent Co. (MB Parent). MB Parent is a holding company
that owns controlling voting preferred stock of Matthew
Bender with a stated value of $61,616,000 and
participating stock of Matthew Bender. MB Parent is
also the sole member of Liberty Bell I, LLC (Liberty
Bell I). Affiliates of Reed Elsevier own voting
preferred stock of MB Parent with a stated value of
$68,750,000 which affords them voting control over
MB Parent, subject to certain rights held by Times
Mirror with respect to Liberty Bell I. Concurrently
with the closing of the merger, the Company became the
sole manager of Liberty Bell I and controls its
operations and assets. At the time of the merger, the
principal asset of Liberty Bell I was $1,375,000,000 of
cash. The consolidated financial statements of Times
Mirror will include the accounts of Liberty Bell I.
The portion of the August 13, 1998, Form 10-Q entitled
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” included the following statements:
General
In the second quarter of 1998, the Company reached
agreements to divest its legal publisher
Matthew Bender & Company, Incorporated (Matthew
Bender), its 50% ownership interest in legal citation
provider Shepard’s, and its health sciences publisher
Mosby, Inc. (Mosby). On July 31, 1998, the Company
completed the divestiture of Matthew Bender in a tax-
free reorganization and the sale of the Company’s
interest in Shepard’s to Reed Elsevier plc. The two
transactions were valued at $1.65 billion in the
aggregate. * * *
In anticipation of the expected impact of the
divestitures, the Company has begun a comprehensive
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