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intends to deploy the assets of both LLCs to finance
acquisitions and investments, including purchases of
the Company’s common stock, and does not intend to use
those funds for the Company’s general working capital
purposes. For financial reporting purposes, Eagle New
Media and Eagle Publishing are consolidated with the
financial results of the Company.
The portion of part II of Times Mirror’s 1998 Form 10-K that
comprised the notes to the company’s consolidated financial
statements included the following:
Note 4–-Reorganization
During the third quarter of 1998, the Company
completed the disposition of Matthew Bender in a tax-
free reorganization with Reed Elsevier plc. 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 Eagle New Media Investments, LLC (Eagle New
Media). Affiliates of Reed Elsevier owned 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 Eagle New Media. Concurrently, with
the closing of the merger, the Company became the sole
manager of Eagle New Media and controls its operations
and assets. At December 31, 1998, the assets of Eagle
New Media were $605,786,000 of cash and cash
equivalents, $752,956,000 (13,362,000 shares) of
Series A common stock of Times Mirror, $14,952,000 of
marketable securities and $22,270,000 of other assets.
The consolidated financial statements of the Company
include the accounts of Eagle New Media.
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