Tribune Company, As Agent of and Successor By Merger to the Former the Times Mirror Company, Itself and its Consolidated Subsidiaries - Page 129

                                       - 93 -                                         
               1998 was a record year for Times Mirror.  * * *                        
               Clearly our biggest accomplishment last year was the                   
               divestiture of Matthew Bender and Mosby for over                       
               $2 billion in value, a whopping 17 times cash flow.                    
               These transactions eliminated a major strategic                        
               vulnerability for the company.  And because they were                  
               done in a tax-efficient way, we can redeploy the                       
               resources in ways that will enhance the earnings power                 
               of Times Mirror.                                                       
          In addition, the section entitled “A Crisis of Growth” contained            
          the following statements:                                                   
                    In 1998 * * * [Newsday] again increased                           
               circulation and revenue, partly because it employed                    
               innovative ventures to do so.  * * *  It has organized                 
               a separate effort to distribute advertising shoppers                   
               throughout Long Island and New York City and a Times                   
               Mirror affiliate just recently acquired a chain of                     
               weekly papers to increase Newsday’s role in printed                    
               advertising in its circulation area.                                   
                         *    *    *    *    *    *    *                              
                    Fortunately for a company responding to a changing                
               world, Times Mirror has immense resources.  The sale in                
               1998 of the Matthew Bender and Mosby legal and medical                 
               publishing units has given Times Mirror a gain of                      
               $1.35 billion.                                                         
                    That enormous chunk of capital awaits redeployment                
               in Times Mirror operations or in acquisition of other                  
               companies.  * * *                                                      
                    * * *  Times Mirror is budgeting $300 million for                 
               acquisitions in 1999.  * * *                                           
                    * * *  Chains of small newspapers are being                       
               acquired in the circulation areas of Newsday and The                   
               Baltimore Sun.  Up to $50 million a year is being                      
               invested in venture capital backing for Internet start-                
               ups to gain expertise and give the company expertise                   
               and participation in developing technologies.                          
                    * * *  The big $1.3-billion proceeds from the                     
               Mosby-Bender sale would be brought into play if                        
               newspaper acquisition opportunity came up in adjacent                  





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