Tribune Company, as Agent of and Successor by Merger to the Former The Times Mirror Company, Itself and Its Consolidated Subsidiaries - Page 4

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          reorganization because it is neither a reverse triangular merger            
          nor a “B” reorganization, the Mosby transaction also fails to               
          qualify as a tax-free reorganization.  On September 27, 2005, the           
          Court issued the Bender opinion, in which it found that the                 
          Bender transaction does not qualify as a tax-free reorganization            
          within the meaning of section 368(a), because it was neither a              
          reverse triangular merger nor a “B” reorganization.                         
               The parties agree that the Bender opinion governs the                  
          outcome of the Mosby issue at the trial level.  They agree that             
          any judicial determinations affecting the Bender opinion on                 
          appeal or remand will also apply to the Mosby transaction.                  
               Times Mirror’s adjusted basis in its Mosby stock as of                 
          October 9, 1998, was $166,307,272, which amount is greater than             
          the amount determined in the statutory notice of deficiency,                
          $161,290,641.  Times Mirror realized $415,000,000 in 1998 on the            
          exchange of its 100-percent common stock interest in Mosby, and             
          the additional capital gain resulting from Times Mirror’s                   
          disposition of the Mosby stock is $248,692,728.                             
                                     Discussion                                       
               The parties have stipulated that, in accordance with the               
          Bender opinion and their stipulations and agreement, the Court              
          should find that the Mosby transaction does not qualify as a tax-           
          free reorganization within the meaning of section 368(a).  This             
          agreement avoids unnecessary time at trial and facilitates early            






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