Filed Pursuant to Rule 424(b)(2)
Registration No. 33-57403
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 6, 1995.
$400,000,000
[Logo]
THE NEW YORK TIMES COMPANY
$250,000,000 7 5/8% Notes Due March 15, 2005
$150,000,000 8 1/4% Debentures Due March 15, 2025
Interest payable March 15 and September 15
--------------
The 7 5/8% Notes due 2005 and the 8 1/4% Debentures due 2025 (collectively, the
"Offered Debt Securities") are unsecured debt obligations of The New York
Times Company (the "Company"). The 7 5/8% Notes due 2005 may not be
redeemed by the Company prior to maturity. The 8 1/4% Debentures due 2025
may not be redeemed by the Company prior to March 15, 2005. On and
after such date, the 8 1/4% Debentures due 2025 may be redeemed at the
option of the Company, on not less than 30 days' and not more than
60 days' notice, in whole or in part, at the redemption prices set
forth herein.
Settlement for the Offered Debt Securities will be made in immediately available
funds. The Offered Debt Securities will be eligible to trade in the Same-Day
Funds Settlement System of The Depository Trust Company and secondary market
trading activity for the Offered Debt Securities will therefore settle in
immediately available funds. See "Description of the Offered Debt Securities"
herein. The Company does not intend to list the Offered Debt Securities on any
securities exchange.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRE-SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions Company(1)(2)
------------- -------------- -------------
<S> <C> <C> <C>
Notes Due 2005............................ 99.781% 0.65% 99.131%
Debentures Due 2025....................... 99.269% 0.875% 98.394%
Total..................................... $398,356,000 $2,937,500 $395,418,500
</TABLE>
(1) Plus accrued interest, if any, from March 29, 1995.
(2) Before deduction of expenses payable by the Company estimated at $409,931.
--------------
The Offered Debt Securities are offered by the several Underwriters when, as
and if issued by the Company, delivered to and accepted by the Underwriters and
subject to their right to reject orders in whole or in part. It is expected that
delivery of the Offered Debt Securities will be made on or about March 29, 1995
against payment in immediately available funds.
CS First Boston
J.P. Morgan Securities Inc.
Morgan Stanley & Co.
Incorporated
The date of this Prospectus Supplement is March 22, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE SECURITIES
OFFERED HEREBY AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE COMPANY
The New York Times Company (the "Company") is a diversified media company
with the following lines of business: newspapers, magazines, broadcasting,
information services and forest products. The Company publishes The New York
Times, The Boston Globe and 28 other regional newspapers; owns newspaper
wholesalers in the New York City and Boston metropolitan areas and a one-half
interest in the International Herald Tribune; publishes 10 sports/leisure
magazines; operates five network-affiliated television stations (and has entered
into an agreement to acquire a sixth network-affiliated station) and two radio
stations; provides news, photo and graphics services and news and feature
syndication; publishes TimesFax and The New York Times Index; licenses
electronic data bases and microfilm, CD-ROM products and trademarks and
copyrights of The New York Times; and owns minority interests in one newsprint
mill and one supercalendered paper mill.
The Company's principal executive offices are located at 229 West 43d
Street, New York, New York 10036. Its telephone number is (212) 556-1234.
RECENT DEVELOPMENTS
Stock Repurchase. On February 16, 1995, the Board of Directors authorized
the Company to repurchase up to $50 million of its Class A Common Stock.
WTKR-TV Acquisition. On February 23, 1995, the Company entered into an
agreement to purchase WTKR-TV, the CBS affiliate which serves the
Norfolk-Portsmouth-Newport News television market in Virginia. The Company
believes the acquisition will be an important step toward strengthening its
position in electronic media. The purchase is subject to regulatory approval by
the Federal Communications Commission and customary closing conditions. Upon
completion of the acquisition, Norfolk will be the Company's largest television
market. WTKR-TV is a VHF station with a Designated Market Area (DMA) that
currently ranks 39th nationally in total TV households, as measured by A.C.
Nielsen Co. According to A.C. Nielsen Co., the market currently contains
approximately 625,000 television households in 24 counties around the Hampton
Roads area of Virginia and North Carolina at the mouth of the Chesapeake Bay.
The Company currently owns and operates television stations in Memphis,
Tennessee and Scranton, Pennsylvania, which are markets of similar size to
Norfolk, as well as television stations in Huntsville, Alabama, Moline,
Illinois, and Fort Smith, Arkansas. The purchase of WTKR-TV is not expected to
close until late in the second quarter or in the third quarter of 1995.
Possible Sale of Seven Regional Newspapers. On March 3, 1995, the Company
announced that it was discussing the sale of five of its daily, and two of its
weekly, regional newspapers. The dailies are the Daily Corinthian of Corinth,
Mississippi; the State Gazette of Dyersburg, Tennessee; the Daily Commercial of
Leesburg, Florida; The Lenoir (N.C.) News-Topic and The Messenger of
Madisonville, Kentucky, which have a combined circulation of approximately
71,600. The weeklies are The Banner-Independent of Booneville, Mississippi and
the York County Coast Star of Kennebunk, Maine, which have a combined
circulation of approximately 16,600.
S-2
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the Offered Debt Securities will be used
to repay $162.3 million aggregate principal amount of indebtedness, maturing
March 31, 1995, with an effective aggregate interest rate of 11.85%, incurred by
the Company in 1985 in connection with the acquisition of certain newspapers
(the "1985 Notes") and $50 million aggregate principal amount of 9.34% notes due
July 15, 1995 issued in 1990 by Affiliated Publications, Inc. ("API"), the
parent company of The Boston Globe, and guaranteed by the Company in connection
with its 1993 acquisition of API (the "API Notes"). The remaining net proceeds
will be used for general corporate purposes, including the repayment at maturity
of additional indebtedness of the Company which currently bears interest at
rates ranging from 6.03% to 6.06%.
CAPITALIZATION
The following table sets forth the capitalization of the Company as of
December 31, 1994, and as adjusted to reflect the issuance of the Offered Debt
Securities and the application of the proceeds therefrom (without deduction for
expenses) to repay the 1985 Notes, the API Notes and $60,405,000 of other
indebtedness as described under "Use of Proceeds".
<TABLE>
<CAPTION>
DECEMBER 31, 1994
-------------------------
ACTUAL AS ADJUSTED
---------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Current portion of capital lease obligations....................... $ 2,681 $ 2,681
Long-term debt:
Notes due 1998................................................... 100,000 100,000
Notes due 2000................................................... 100,000 100,000
Notes due 1995 net of unamortized discount of $511,000(1)........ 161,789 0
Notes due 1995 including unamortized premium of $1,336,000(1).... 51,336 0
Notes due 2005 offered hereby.................................... 0 250,000
Debentures due 2025 offered hereby............................... 0 150,000
Other debt....................................................... 60,405 0
---------- -----------
Total debt................................................... 476,211 602,681
Capital lease obligations.......................................... 49,666 49,666
Stockholders' equity(1)............................................ 1,545,292 1,546,117
---------- -----------
Total capitalization............................................. $2,071,169 $ 2,198,464
---------- -----------
---------- -----------
</TABLE>
------------
(1) Repayment of the 1985 Notes and the API Notes will be at their respective
face values. These face values differ from the amounts shown in the table,
which are their carrying values, due to the unamortized discount and
premium, respectively. If such repayment had been made at December 31, 1994,
this would have resulted in a net decrease in total debt of $825,000 and a
net gain of $825,000, which is reflected in the table as an increase in
stockholders' equity.
S-3
<PAGE>
SELECTED FINANCIAL DATA
The following table sets forth certain selected consolidated financial data
for the Company for each of the periods indicated. The information has been
derived from the Company's consolidated financial statements, which have been
audited by Deloitte & Touche LLP, independent auditors. The information should
be read in conjunction with the consolidated financial statements, related notes
and other financial information incorporated herein by reference.
<TABLE>
<CAPTION>
AS OF OR FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1994(1) 1993(2) 1992(3) 1991 1990
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Operating Data:
Revenues..................... $2,357,563 $2,019,654 $1,773,535 $1,703,101 $1,776,761
Operating profit............. 211,242 126,581 88,408 93,639 129,779
Interest expense (net of
interest income)............... 28,162 25,375 26,115 30,586 19,589
Income (Loss) before net
cumulative effect of
accounting changes............. 213,349 6,123 (11,272) 46,993 64,836
Net cumulative effect of
accounting changes(4).......... 0 0 (33,437) 0 0
Net income (loss)............ 213,349 6,123 (44,709) 46,993 64,836
Balance Sheet Data:
Total assets................. $3,137,631 $3,215,204 $1,994,974 $2,127,981 $2,149,623
Long-term debt and capital
lease obligations.............. 523,196 460,063 206,911 213,487 319,449
Common stockholders' equity.. 1,543,539 1,598,883 999,630 1,073,442 1,055,785
</TABLE>
------------
(1) In 1994, the Company sold its Women's Magazines Division and U.K. golf
publications, and divested a minority interest in a Canadian paper mill. As
a result of these transactions, the Company recorded a net pre-tax gain of
approximately $200.9 million ($103.3 million after taxes).
(2) Amounts for 1993 were affected by the October 1, 1993 acquisition of
Affiliated Publications, Inc., the parent company of The Boston Globe.
(3) In September 1992, the Company closed The Gwinnett (Ga.) Daily News and sold
the residual assets. The closing and related sale resulted in a pre-tax loss
of $53.8 million ($37.1 million after taxes).
(4) Net cumulative effect of accounting changes reflects the 1992 adoption of
the change in methods of accounting for income taxes, postretirement
benefits other than pensions and postemployment benefits.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
<S> <C> <C> <C> <C> <C>
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges(1)........................ 8.79 3.55 1.20 3.70 2.97
</TABLE>
------------
(1) The ratio of earnings to fixed charges has been computed by dividing
earnings and fixed charges, excluding capitalized interest, by fixed
charges. For purposes of computing the ratio, "earnings" consist of income
before income taxes and equity in operations of the forest products group,
adjusted for distributed earnings of less-than-fifty-percent-owned
affiliates. "Fixed charges" represent interest expense, amortization of
discounts or premiums relating to any indebtedness whether expensed or
capitalized, as well as such portion of rental expense as can be
demonstrated to be representative of the interest factor.
S-4
<PAGE>
DESCRIPTION OF THE OFFERED DEBT SECURITIES
The following description of the particular terms of the Offered Debt
Securities supplements the description of the general terms of the Securities
set forth under the heading "Description of Debt Securities" in the accompanying
Prospectus, to which description reference is hereby made.
GENERAL
The Offered Debt Securities will be unsecured general obligations of the
Company, and will constitute two separate series of securities each to be issued
under the Indenture referred to in the accompanying Prospectus. The 7 5/8% Notes
will mature on March 15, 2005. The 8 1/4% Debentures will mature on March 15,
2025. The Offered Debt Securities will bear interest at the respective rates set
forth on the cover page of this Prospectus Supplement from March 29, 1995, or
the most recent date to which interest has been paid or provided for, payable
semi-annually in arrears on March 15 and September 15 of each year, commencing
September 15, 1995, to the persons in whose names the Offered Debt Securities
are registered at the close of business on the preceding March 1 or September 1,
as the case may be. The Offered Debt Securities are subject to legal defeasance
and discharge and covenant defeasance, as described under "Defeasance and
Covenant Defeasance" under "Description of Debt Securities" in the accompanying
Prospectus.
REDEMPTION
The 7 5/8% Notes due 2005 are not redeemable prior to maturity.
The 8 1/4% Debentures due 2025 may not be redeemed by the Company prior to
March 15, 2005. On and after such date, the 8 1/4% Debentures due 2025 may be
redeemed at the option of the Company, on not less than 30 days' and not more
than 60 days' notice, in whole or in part, at the redemption prices set forth
below, in each case plus accrued and unpaid interest (if any) to the date fixed
for redemption. The redemption prices (expressed as percentages of principal
amount), if redeemed during the 12-month period beginning March 15 of the years
indicated, are as follows:
PERCENTAGE
OF PRINCIPAL
AMOUNT PER
YEAR DEBENTURE
---------------------------------- ------------
2005.............................. 103.760%
2006.............................. 103.384
2007.............................. 103.008
2008.............................. 102.632
2009.............................. 102.256
PERCENTAGE
OF PRINCIPAL
AMOUNT PER
YEAR DEBENTURE
---------------------------------- ------------
2010.............................. 101.880%
2011.............................. 101.504
2012.............................. 101.128
2013.............................. 100.752
2014.............................. 100.376
and thereafter at 100% of principal amount per Debenture.
SINKING FUND
There is no provision for a sinking fund for any of the Offered Debt
Securities.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Offered Debt Securities will be made by the Underwriters
in immediately available funds. All payments of principal and interest on
Offered Debt Securities held by The Depository Trust Company ("DTC") will be
made by the Company to DTC in immediately available funds. Payment of principal
and interest on Offered Debt Securities not held by DTC will be made in
clearinghouse or next-day funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearinghouse or next-day funds. In contrast, the Offered
Debt Securities will be eligible to trade in DTC's Same-Day Funds Settlement
System and secondary market trading activity in the Offered Debt
S-5
<PAGE>
Securities will therefore be required by DTC to settle in immediately available
funds. No assurance can be given as to the effect, if any, of settlement in
immediately available funds on trading activity in the Offered Debt Securities.
UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated March 22, 1995 (the "Underwriting Agreement"), the Underwriters
named below (the "Underwriters") have severally but not jointly agreed to
purchase from the Company the following respective principal amounts of the
Offered Debt Securities:
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT OF 7 5/8% AMOUNT OF 8 1/4%
NOTES DEBENTURES
UNDERWRITER DUE 2005 DUE 2025
------------------------------------------------------------- ---------------------- ----------------------
<S> <C> <C>
CS First Boston Corporation.................................. $ 83,400,000 $ 50,000,000
J.P. Morgan Securities Inc. ................................. 83,300,000 50,000,000
Morgan Stanley & Co. Incorporated............................ 83,300,000 50,000,000
---------------------- ----------------------
Total.................................................. $250,000,000 $150,000,000
---------------------- ----------------------
---------------------- ----------------------
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the Offered Debt Securities if any are purchased.
The Underwriting Agreement provides that, in the event of a default by an
Underwriter, in certain circumstances the purchase commitments of non-defaulting
Underwriters may be increased or the Underwriting Agreement may be terminated.
The Company has been advised by the Underwriters that they propose to offer
the Offered Debt Securities to the public initially at the public offering
prices, commissions and discounts set forth on the cover page of this Prospectus
Supplement and to certain dealers at such prices less a concession of 0.40% of
the principal amount per 7 5/8% Note due 2005 and 0.50% of the principal amount
per 8 1/4% Debenture due 2025 and the Underwriters and such dealers may allow a
discount of 0.25% of the principal amount per 7 5/8% Note due 2005 and 0.25% of
the principal amount per 8 1/4% Debenture due 2025 on sales to certain other
dealers. After the initial public offering, the public offering prices and
concessions and discounts to dealers may be changed by the Underwriters.
The Offered Debt Securities are new issues of securities with no established
trading markets. The Underwriters have advised the Company that one or more of
them intends to act as a market maker for the Offered Debt Securities. However,
the Underwriters are not obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for the Offered Debt Securities.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act of 1933, as
amended, or contribute to payments which the Underwriters may be required to
make in respect thereof.
Richard D. Simmons, President of the International Herald Tribune, S.A., an
entity in which the Company owns a one-half interest, is also a director of J.P.
Morgan & Co. Incorporated, the parent of J.P. Morgan Securities Inc.
The Underwriters and their affiliates engage in transactions with, and
perform services for, the Company in the ordinary course of business, including
various investment banking and commercial banking services.
S-6
<PAGE>
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the Offered Debt Securities in Canada is being made only
on a private placement basis exempt from the requirement that the Company
prepare and file a prospectus with the securities regulatory authorities in each
province where trades of Offered Debt Securities are effected. Accordingly, any
resale of the Offered Debt Securities in Canada must be made in accordance with
applicable securities laws which will vary depending on the relevant
jurisdiction, and which may require resales to be made in accordance with
available statutory exemptions or pursuant to a discretionary exemption granted
by the applicable Canadian securities regulatory authority. Purchasers are
advised to seek legal advice prior to any resale of the Offered Debt Securities.
REPRESENTATIONS OF PURCHASERS
Each purchaser of Offered Debt Securities in Canada who receives a purchase
confirmation will be deemed to represent to the Company and the dealer from whom
such purchase confirmation is received that (i) such purchaser is entitled under
applicable provincial securities laws to purchase such Offered Debt Securities
without the benefit of a prospectus qualified under such securities laws, (ii)
where required by law, such purchaser is purchasing as principal and not as
agent, and (iii) such purchaser has reviewed the text above under "Resale
Restrictions".
RIGHTS OF ACTION AND ENFORCEMENT
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws.
All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Ontario purchasers to effect service of process within Canada upon the
issuer or such persons. All or a substantial portion of the assets of the issuer
and such persons may be located outside of Canada and, as a result, it may not
be possible to satisfy a judgment against the issuer or such persons in Canada
or to enforce a judgment obtained in Canadian courts against the issuer or such
persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of Offered Debt Securities to whom the Securities Act (British
Columbia) applies is advised that such purchaser is required to file with the
British Columbia Securities Commission a report within ten days of the sale of
any Offered Debt Securities acquired by such purchaser pursuant to this
offering. Such report must be in the form attached to British Columbia
Securities Commission Blanket Order BOR #88/5, a copy of which may be obtained
from the Company. Only one such report must be filed in respect of Offered Debt
Securities acquired on the same date and under the same prospectus exemption.
S-7
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
PROSPECTUS
$400,000,000
THE NEW YORK TIMES COMPANY
DEBT SECURITIES
-------------------
The New York Times Company (the "Company") may offer from time to time its
unsecured debt securities consisting of notes, debentures or other evidences of
indebtedness (the "Debt Securities") at an aggregate initial offering price of
not more than $400,000,000 or, if applicable, the equivalent thereof in one or
more foreign currencies or currency units. The Debt Securities may be offered as
separate series in amounts, at prices and on terms to be determined in light of
market conditions at the time of sale and set forth in a Prospectus Supplement
or Prospectus Supplements.
The terms of each series of Debt Securities, including, where applicable,
the specific designation, aggregate principal amount, authorized denominations,
maturity, rate or rates and time or times of payment of any interest, any terms
for optional or mandatory redemption or payment of additional amounts or any
sinking fund provisions, any initial public offering price, the proceeds to the
Company and any other specific terms in connection with the offering and sale of
such series will be set forth in a Prospectus Supplement or Prospectus
Supplements. Debt Securities may be issued with amounts payable in respect of
principal of or any premium or interest on the Debt Securities determined by
reference to the value, rate or price of one or more specified indices.
The Debt Securities may be sold directly by the Company, through agents
designated from time to time or to or through underwriters or dealers. See "Plan
of Distribution". If any agents of the Company or any underwriters are involved
in the sale of any Debt Securities in respect of which this Prospectus is being
delivered, the names of such agents or underwriters and any applicable
commissions or discounts will be set forth in a Prospectus Supplement.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------
This Prospectus may not be used to consummate sales of Securities
unless accompanied by a Prospectus Supplement.
-------------------
THE DATE OF THIS PROSPECTUS IS FEBRUARY 6, 1995.
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER OR AGENT. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY AND THEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER AND
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR
RESPECTIVE DATES.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the United
States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission, at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; and 13th Floor, 7 World Trade Center, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549, at prescribed rates. The Class A Common
Stock of the Company is listed on, and reports, proxy statements and other
information concerning the Company can be inspected at the offices of, the
American Stock Exchange, 86 Trinity Place, New York, New York 10006. This
Prospectus does not contain all information set forth in the Registration
Statement and Exhibits thereto which the Company has filed with the Commission
under the United States Securities Act of 1933, as amended (the "Act"), and to
which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.
2. The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1994, June 30, 1994 and September 30, 1994.
3. The Company's Current Report on Form 8-K, dated January 6, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference in this Prospectus. Any statement contained herein or
in a document all or a portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any and all of the foregoing
2
<PAGE>
documents incorporated by reference herein, other than the exhibits to such
documents (unless such exhibits are specifically incorporated by reference in
such documents). Requests should be directed to: The New York Times Company, 229
West 43rd Street, New York, New York 10036, Attention: Corporate Secretary,
(212) 556-1234.
-------------------
FOR FLORIDA RESIDENTS ONLY
From time to time the Company may do business in Cuba, although not in the
usual commercial sense. Because the Company believes that certain events in Cuba
may be important and newsworthy, it and certain of its affiliates gather and
report on the news in that country. This newsgathering may require the Company
to do business in Cuba as contemplated by Section 517.075, Florida Statutes. The
Company's newsgathering and related activities are confined to those permitted
under United States law respecting commercial activity in Cuba. This information
is accurate as of the date hereof. Current information concerning any material
change in the Company's business dealings with Cuba or with any person or
affiliate located in Cuba may be obtained from the Division of Securities and
Investor Protection of the Florida Department of Banking and Finance, the
Capitol, Tallahassee, Florida 32399-0530, telephone number (904) 488-9805.
-------------------
Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$", "dollars", "U.S.
dollars" or "U.S.$").
3
<PAGE>
THE COMPANY
The New York Times Company (the "Company") is a major diversified media
company, incorporated under the laws of the State of New York on August 26,
1896. The Company operates businesses in five areas: newspapers, magazines,
broadcasting, information services and forest products.
The Company's newspaper business consists of The New York Times, The Boston
Globe and 28 regional newspapers in ten states. The principal newspapers are
located in: Sarasota, Lakeland and Ocala, Florida; Santa Rosa and Santa Barbara,
California; Wilmington, North Carolina; Spartanburg, South Carolina; Florence,
Tuscaloosa and Gadsden, Alabama; and Houma, Louisiana. In addition, the Company
owns a one-half interest in the International Herald Tribune, S.A.
The magazine business consists of ten sports and leisure magazines and
related sports marketing activities focused on the sports of golf, tennis,
skiing and sailing. Publications include Golf Digest, Tennis, Golf World, Snow
Country, Cruising World and Sailing World.
Through its broadcasting business the Company operates five
network-affiliated television stations, two radio stations and a video
production company. The television stations are: WREG-TV (Memphis, Tennessee),
WHNT-TV (Huntsville, Alabama), KFSM-TV (Fort Smith, Arkansas), WNEP-TV
(Wilkes-Barre/Scranton, Pennsylvania) and WQAD-TV (Moline, Illinois). The
Company's radio stations are: WQXR (FM) (New York City, New York) and WQEW (AM)
(New York City, New York).
The Information Services business consists of syndication of news, features,
photos and graphics; TimesFax; NYT Custom Publishing; The New York Times Index;
Times On-Line Services; NYT New Business Development Group; and NYT New Media.
The Company's Forest Products business consists of a minority equity
interest in a newsprint mill in Canada (49%) and a mill producing
supercalendered paper (a magazine-grade paper) in Maine (40%). Together, the
mills have the capacity to produce approximately 380,000 metric tons of paper
annually.
USE OF PROCEEDS
The Company currently intends to use the net proceeds from the sale of any
Debt Securities for general corporate purposes, which may include the reduction
of indebtedness, possible acquisitions and such other purposes as may be stated
in any Prospectus Supplement. Pending such use, the net proceeds may be
temporarily invested. The precise amounts and timing of the application of
proceeds will depend upon the funding requirements of the Company and its
subsidiaries and the availability of other funds.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
------------------------------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
1993 1992 1991 1990 1989 1994 1993
---- ---- ---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges(1).......... 3.55 1.20 3.70 2.97 2.88 9.92 3.72
</TABLE>
------------
(1) The ratio of earnings to fixed charges has been computed by dividing
earnings and fixed charges, excluding capitalized interest, by fixed
charges. For purposes of computing the ratio, "earnings" consist of income
before income taxes and equity in operations of the forest products group,
adjusted for distributed earnings of less-than-fifty-percent-owned
affiliates. "Fixed charges" represent interest expense, amortization of
discounts or premiums relating to any indebtedness whether expensed or
capitalized, as well as such portion of rental expense as can be
demonstrated to be representative of the interest factor.
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DESCRIPTION OF DEBT SECURITIES
The Securities are to be issued under an Indenture (the "Indenture"),
between the Company and Chemical Bank, as Trustee (the "Trustee"), a copy of
which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part. The Securities may be issued from time to time in one or
more series. The particular terms of each series, or of Securities forming a
part of a series, which are offered by a Prospectus Supplement will be described
in such Prospectus Supplement.
The following summaries of certain provisions of the Indenture do not
purport to be complete and are subject, and are qualified in their entirety by
reference, to all the provisions of the Indenture, including the definitions
therein of certain terms, and, with respect to any particular Securities, to the
description of the terms thereof included in the Prospectus Supplement relating
thereto. Wherever particular Sections or defined terms of the Indenture are
referred to herein or in a Prospectus Supplement, such Sections or defined terms
are incorporated by reference herein or therein, as the case may be.
The term "Securities", as used under this caption, refers to all Securities
issued under the Indenture and includes the Debt Securities.
GENERAL
The Indenture will provide that Securities in separate series may be issued
thereunder from time to time without limitation as to aggregate principal
amount. The Company may specify a maximum aggregate principal amount for the
Securities of any series. (Section 301) The Securities are to have such terms
and provisions which are not inconsistent with the Indenture, including as to
maturity, principal and interest, as the Company may determine. The Securities
will be unsecured unsubordinated obligations of the Company and will rank on a
parity with all other unsecured and unsubordinated indebtedness of the Company.
The applicable Prospectus Supplement will set forth the price or prices at
which the Securities to be offered will be issued and will describe the
following terms of such Securities: (1) the title of such Securities; (2) any
limit on the aggregate principal amount of such Securities or the series of
which they are a part; (3) the person to whom the interest on a Security of any
series will be payable if not the person in whose name that Security is
registered on the regular record date; (4) the date or dates on which the
principal of any of such Securities will be payable; (5) the rate or rates at
which any of such Securities will bear interest, if any, the date or dates from
which any such interest will accrue, the Interest Payment Dates on which any
such interest will be payable and the Regular Record Date for any such interest
payable on any Interest Payment Date; (6) the place or places where the
principal of and any premium and interest on any of such Securities will be
payable; (7) the period or periods within which, the price or prices at which
and the terms and conditions on which any of such Securities may be redeemed, in
whole or in part, at the option of the Company; (8) the obligation, if any, of
the Company to redeem or purchase any of such Securities pursuant to any sinking
fund or analogous provision or at the option of the Holder thereof, and the
period or periods within which, the price or prices at which and the terms and
conditions on which any of such Securities will be redeemed or purchased, in
whole or in part, pursuant to any such obligation; (9) the denominations in
which any of such Securities will be issuable, if other than denominations of
$1,000 and any integral multiple thereof; (10) if the amount of principal of or
any premium or interest on any of such Securities may be determined with
reference to an index or pursuant to a formula, the manner in which such amounts
will be determined; (11) if other than the currency of the United States of
America, the currency, currencies or currency units in which the principal of or
any premium or interest on any of such Securities will be payable (and the
manner in which the equivalent of the principal amount thereof in the currency
of the United States of America is to be determined for any purpose, including
for the purpose of determining the principal amount deemed to be Outstanding at
any time); (12) if the principal of or any premium or interest on any of such
Securities is to be payable, at the election of the Company or the Holder
thereof, in one or more
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<PAGE>
currencies or currency units other than those in which such Securities are
stated to be payable, the currency, currencies or currency units in which
payment of any such amount as to which such election is made will be payable,
the periods within which and the terms and conditions upon which such election
is to be made and the amount so payable (or the manner in which such amount is
to be determined); (13) if other than the entire principal amount thereof, the
portion of the principal amount of any of such Securities which will be payable
upon declaration of acceleration of the Maturity thereof; (14) if the principal
amount payable at the Stated Maturity of any of such Securities will not be
determinable as of any one or more dates prior to the Stated Maturity, the
amount which will be deemed to be such principal amount as of any such date for
any purpose, including the principal amount thereof which will be due and
payable upon any Maturity other than the Stated Maturity or which will be deemed
to be Outstanding as of any such date (or, in any such case, the manner in which
such deemed principal amount is to be determined); (15) if applicable, that such
Securities, in whole or any specified part, are defeasible pursuant to the
provisions of the Indenture described under "Defeasance and Covenant
Defeasance--Defeasance and Discharge" or "Defeasance and Covenant
Defeasance--Covenant Defeasance", or under both such captions; (16) whether any
of such Securities will be issuable in whole or in part in the form of one or
more Global Securities and, if so, the respective Depositaries for such Global
Securities, the form of any legend or legends to be borne by any such Global
Security in addition to or in lieu of the legend referred to under "Form,
Exchange and Transfer--Global Securities" and, if different from those described
under such caption, any circumstances under which any such Global Security may
be exchanged in whole or in part for Securities registered, and any transfer of
such Global Security in whole or in part may be registered, in the names of
Persons other than the Depositary for such Global Security or its nominee; (17)
any addition to or change in the Events of Default applicable to any of such
Securities and any change in the right of the Trustee or the Holders to declare
the principal amount of any of such Securities due and payable; (18) any
addition to or change in the covenants in the Indenture described under
"Covenants" applicable to any of such Securities; and (19) any other terms of
such Securities not inconsistent with the provisions of the Indenture. (Section
301)
Securities, including Original Issue Discount Securities, may be sold at a
substantial discount below their principal amount. Certain special United States
federal income tax considerations (if any) applicable to Securities sold at an
original issue discount may be described in the applicable Prospectus
Supplement. In addition, certain special United States federal income tax or
other considerations (if any) applicable to any Securities which are denominated
in a currency or currency unit other than United States dollars may be described
in the applicable Prospectus Supplement.
FORM, EXCHANGE AND TRANSFER
The Securities of each series will be issuable only in fully registered
form, without coupons, and, unless otherwise specified in the applicable
Prospectus Supplement, only in denominations of $1,000 and integral multiples
thereof. (Section 302)
At the option of the Holder, subject to the terms of the Indenture and the
limitations applicable to Global Securities, Securities of each series will be
exchangeable for other Securities of the same series of any authorized
denomination and of a like tenor and aggregate principal amount. (Section 305)
Subject to the term of the Indenture and the limitations applicable to
Global Securities, Securities may be presented for exchange as provided above or
for registration of transfer (duly endorsed or with a written instrument of
transfer endorsed thereon duly executed) at the office of the Security Registrar
or at the office of any transfer agent designated by the Company for such
purpose. No service charge will be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Such transfer or exchange will be effected upon the Security Registrar or such
transfer agent, as the case may be, being satisfied with the documents of title
and identity of the person making the request. The Company has appointed the
Trustee as Security Registrar. Any transfer agent (in
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<PAGE>
addition to the Security Registrar) initially designated by the Company for any
Securities will be named in the applicable Prospectus Supplement. (Section 305)
The Company may at any time designate additional transfer agents or rescind the
designation of any transfer agent or approve a change in the office through
which any transfer agent acts, except that the Company will be required to
maintain a transfer agent in each Place of Payment for the Securities of each
series. (Section 1002)
If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company will not be required to (i) issue, register
the transfer of or exchange any Security of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of mailing of a notice of redemption of any such
Security that may be selected for redemption and ending at the close of business
on the day of such mailing or (ii) register the transfer of or exchange any
Security so selected for redemption, in whole or in part, except the unredeemed
portion of any such Security being redeemed in part. (Section 305)
GLOBAL SECURITIES
Some or all of the Securities of any series may be represented, in whole or
in part, by one or more Global Securities which will have an aggregate principal
amount equal to that of the Securities represented thereby. Each Global Security
will be registered in the name of a Depositary or a nominee thereof identified
in the applicable Prospectus Supplement, will be deposited with such Depositary
or nominee or a custodian therefor and will bear a legend regarding the
restrictions on exchanges and registration of transfer thereof referred to below
and any such other matters as may be provided for pursuant to the Indenture.
Notwithstanding any provision of the Indenture or any Security described
herein, no Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Security in whole or in part may be
registered, in the name of any Person other than the Depositary for such Global
Security or any nominee of such Depositary unless (i) the Depositary has
notified the Company that it is unwilling or unable to continue as Depositary
for such Global Security or has ceased to be qualified to act as such as
required by the Indenture, (ii) there shall have occurred and be continuing an
Event of Default with respect to the Securities represented by such Global
Security or (iii) there shall exist such circumstances, if any, in addition to
or in lieu of those described above as may be described in the applicable
Prospectus Supplement. All securities issued in exchange for a Global Security
or any portion thereof will be registered in such names as the Depositary may
direct. (Sections 204 and 305)
As long as the Depositary, or its nominee, is the registered Holder of a
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner and Holder of such Global Security and the Securities
represented thereby for all purposes under the Securities and the Indenture.
Except in the limited circumstances referred to above, owners of beneficial
interests in a Global Security will not be entitled to have such Global Security
or any Securities represented thereby registered in their names, will not
receive or be entitled to receive physical delivery of certificated Securities
in exchange therefor and will not be considered to be the owners or Holders of
such Global Security or any Securities represented thereby for any purpose under
the Securities or the Indenture. All payments of principal of and any premium
and interest on a Global Security will be made to the Depositary or its nominee,
as the case may be, as the Holder thereof. The laws of some jurisdictions
require that certain purchasers of securities take physical delivery of such
securities in definitive form. These laws may impair the ability to transfer
beneficial interests in a Global Security.
Ownership of beneficial interests in a Global Security will be limited to
institutions that have accounts with the Depositary or its nominee
("participants") and to persons that may hold beneficial interests through
participants. In connection with the issuance of any Global Security, the
Depositary will credit, on its book-entry registration and transfer system, the
respective principal amounts of Securities represented by the Global Security to
the accounts of its participants. Ownership of beneficial
7
<PAGE>
interests in a Global Security will be shown only on, and the transfer of those
ownership interests will be effected only through, records maintained by the
Depositary (with respect to participants' interests) or any such participant
(with respect to interests of persons held by such participants on their
behalf). Payments, transfers, exchanges and others matters relating to
beneficial interests in a Global Security may be subject to various policies and
procedures adopted by the Depositary from time to time. None of the Company, the
Trustee or any agent of the Company or the Trustee will have any responsibility
or liability for any aspect of the Depositary's or any participant's records
relating to, or for payments made on account of, beneficial interests in a
Global Security, or for maintaining, supervising or reviewing any records
relating to such beneficial interests.
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearing-house or next-day funds. In contrast, beneficial interests
in a Global Security, in some cases, may trade in the Depositary's same-day
funds settlement system, in which secondary market trading activity in those
beneficial interests would be required by the Depositary to settle in
immediately available funds. There is no assurance as to the effect, if any,
that settlement in immediately available funds would have on trading activity in
such beneficial interests. Also, settlement for purchases of beneficial
interests in a Global Security upon the original issuance thereof may be
required to be made in immediately available funds.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of interest on a Security on any Interest Payment Date will be made to the
Person in whose name such Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest. (Section 307)
Unless otherwise indicated in the applicable Prospectus Supplement,
principal of and any premium and interest on the Securities of a particular
series will be payable at the office of such Paying Agent or Paying Agents as
the Company may designate for such purpose from time to time, except that at the
option of the Company payment of any interest may be made by check mailed to the
address of the Person entitled thereto as such address appears in the Security
Register. Unless otherwise indicated in the applicable Prospectus Supplement,
the corporate trust office of the Trustee in The City of New York will be
designated as the Company's sole Paying Agent for payments with respect to
Securities of each series. Any other Paying Agents initially designated by the
Company for the Securities of a particular series will be named in the
applicable Prospectus Supplement. The Company may at any time designate
additional Paying Agents or rescind the designation of any Paying Agent or
approve a change in the office through which any Paying Agent acts, except that
the Company will be required to maintain a Paying Agent in each Place of Payment
for the Securities of a particular series. (Section 1002)
All moneys paid by the Company to a Paying Agent or the Trustee for the
payment of the principal of or any premium or interest on any Security which
remain unclaimed at the end of two years after such principal, premium or
interest has become due and payable will be repaid to the Company, and the
Holder of such Security thereafter may, as an unsecured creditor, look only to
the Company for payment thereof, and all liability of the Company, the Paying
Agent and the Trustee with respect thereto shall thereupon cease. (Section 1003)
RESTRICTIVE COVENANTS
Limitations on Liens.
The Indenture will provide that the Company may not, nor may it permit any
Significant Subsidiary to, issue, assume or guarantee any indebtedness for money
borrowed (herein referred to as "Debt") if such Debt is secured by a Lien upon
any Principal Property or on any shares of stock or indebtedness of any
Significant Subsidiary (whether such Principal Property, shares of stock or
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<PAGE>
indebtedness is owned at the date of the Indenture or thereafter acquired)
without in any such case effectively providing that the Debt Securities of any
series Outstanding (together with, if the Company shall so determine, any other
indebtedness of or guaranteed by the Company or such Significant Subsidiary not
subordinated to the Debt Securities, subject to applicable priority of payment)
shall be secured equally and ratably with or, at the option of the Company,
prior to such Debt, except that the foregoing restriction will not apply to (i)
Liens existing on the date of the Indenture or, as to Securities of any series,
on the first date of issue of any Security of such series; (ii) Liens on
property, shares of stock or indebtedness of or guaranteed by any corporation
existing at the time such corporation becomes a Significant Subsidiary,
provided, however, that such Lien is not created, incurred or assumed in
connection with, or in contemplation of such corporation becoming a Significant
Subsidiary and does not extend to any other Principal Property; (iii) Liens on
property existing at the time of acquisition thereof, or Liens on property which
secure the payment of the purchase price of such property, or Liens on property
which secure Debt incurred or guaranteed for the purpose of financing the
purchase price of such property or the construction of such property (including
Liens on existing property which secures debt financing for improvements to such
existing property), which Debt is incurred or guaranteed within 180 days after
such acquisition or completion of such construction or commencement of full
operation of such property; (iv) Liens securing Debt owing by any Significant
Subsidiary to the Company or a wholly-owned Subsidiary; (v) Liens on property of
a corporation existing at the time such corporation is merged into or
consolidated with the Company or a Significant Subsidiary or at the time of a
purchase, lease or other acquisition of the properties of a corporation or other
Person as an entirety or substantially as an entirety by the Company or a
Significant Subsidiary, provided, however, that such Lien is not created,
incurred or assumed in connection with, or in contemplation of, such merger,
consolidation, purchase, lease or other acquisition and does not extend to any
other Principal Property; (vi) Liens in favor of the United States of America or
any State thereof or any agency, instrumentality or political subdivision
thereof, or in favor of any other country, or any political subdivision thereof,
to secure progress, advance or other payments pursuant to any contract with any
such entity or any statute of the United States of America or any State thereof
or any agency, instrumentality or political subdivision thereof; or (vii) any
extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Lien referred to in the foregoing
clauses (i) to (vi), inclusive, provided, however, that such extension, renewal
or replacement Lien is limited to all or a part of the same property (plus
improvements thereon) that secured the Lien extended, renewed or replaced.
Notwithstanding the foregoing, the Company or the Company and one or more
Significant Subsidiaries may, without securing the Debt Securities, issue,
assume or guarantee secured Debt which would otherwise be subject to the
foregoing restrictions, provided that after giving effect thereto the aggregate
amount of such Debt then outstanding (not including secured Debt permitted under
the foregoing exceptions) at such time does not exceed 10% of the shareholders'
equity of the Company and its consolidated subsidiaries as shown on the
consolidated financial statements of the Company as of the end of the fiscal
year next preceding the date of determination. (Section 1008)
Limitations on Sale and Leaseback Transactions.
The Company will not, and will not permit any Significant Subsidiary to,
enter into any arrangement with any bank, insurance company or other lender or
investor (not including the Company or any Significant Subsidiary), or to which
any such lender or investor is a party, providing for the leasing by the Company
or a Significant Subsidiary for a period, including renewals, in excess of three
years of any Principal Property that has been owned by the Company or a
Significant Subsidiary for more than six months and that has been or is to be
sold or transferred by the Company or a Significant Subsidiary to such lender or
investor or to any person to whom funds have been or are to be advanced by such
lender or investor on the security of such Principal Property (a "Sale and
Leaseback Transaction") unless either (i) the Company or such Significant
Subsidiary would be entitled to issue, assume or guarantee Debt secured by the
property involved at least equal in amount to the Attributable Debt (as defined)
in respect of such transaction without equally and ratably securing the Debt
Securities of any series Outstanding which are entitled to the benefits of such
provision of the Indenture, provided that such
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Attributable Debt shall thereupon be deemed to be Debt subject to the provisions
of the "Limitations on Liens" covenant, or (ii) an amount equal to such
Attributable Debt is applied to the retirement of Debt of the Company or a
Significant Subsidiary having a remaining maturity of one year or more and which
is not subordinated to the Debt Securities of any series Outstanding. (Section
1009)
"Attributable Debt" means as to any particular lease under which any Person
is at the time liable and at any date as of which the amount thereof is to be
determined, the total net amount of rent required to be paid by such Person
under such lease during the remaining primary term thereof (or any renewal terms
for which the lease may be extended at the option of the lessor), discounted
from the respective due dates thereof to such date at a rate per annum equal to
the prevailing market interest rate, at the time the lease was entered into, on
United States Treasury obligations having a maturity substantially the same as
the average term of such lease plus 3%. The net amount of rent required to be
paid under any such lease for any such period will be the aggregate amount of
rent payable by the lessee with respect to such period after excluding amounts
required to be paid on account of insurance, taxes, assessments, utility,
operating and labor costs and similar charges. In the case of any lease that is
terminable by the lessee upon the payment of a penalty, such net amount will
also include the amount of such penalty, but no rent will be considered as
required to be paid under such lease subsequent to the first date upon which it
may be so terminated. In the case of any lease under which the amount of rent is
indeterminate (e.g., where rent is based on sales or profits), the net amount of
rent required to be paid per year for the remaining term thereof will be deemed
to be the amount of rent paid during the fiscal year immediately preceding the
date as of which the amount thereof is to be determined.
"Consolidated Net Tangible Assets" means the aggregate amount of assets less
(a) all current liabilities and (b) all goodwill, trademarks, patents,
unamortized debt discount and expense, organization or developmental expenses,
and other like intangibles, all as set forth on the most recent consolidated
balance sheet of the Company prepared in accordance with generally accepted
accounting principles.
"Lien" means any mortgage, lien, pledge, charge, security interest or other
similar encumbrance.
"Principal Property" means any land, building, machinery or equipment, or
leasehold interests and improvements in respect of the foregoing owned by the
Company or a Significant Subsidiary, which would be reflected on a consolidated
balance sheet of the Company and its Subsidiaries prepared in accordance with
generally accepted accounting principles and which on the date as of which the
determination is being made exceeds five percent of the Consolidated Net
Tangible Assets, but excluding all such tangible property located outside the
United States of America and excluding any property which, in the opinion of the
Board of Directors set forth in a Board Resolution, is not of material
importance to the total business conducted by the Company and its Subsidiaries,
taken as a whole.
"Significant Subsidiary" means any Subsidiary that in accordance with
generally accepted accounting principles is consolidated with the Company in the
Company's consolidated financial statements and that generated five percent or
more of the revenues, generated five percent or more of the operating income, or
held five percent or more of the assets of the Company and its consolidated
Subsidiaries for or at the end of the most recently completed fiscal year of the
Company, for which an Annual Report on Form 10-K or proxy statement of the
Company containing audited financial results has been filed with the Commission.
"Subsidiary" means any corporation of which more than 50% of the outstanding
voting stock shall at the time be owned by the Company or by the Company and one
or more Subsidiaries or by one or more Subsidiaries. (Section 101)
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CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of the Holders of any Outstanding
Securities, may consolidate with or merge into, or convey, transfer or lease its
properties and assets substantially as an entirety to, any Person, and may
permit any Person to merge into, or convey, transfer or lease its properties and
assets substantially as an entirety to, the Company, provided (i) that any
successor Person must be a corporation, partnership, trust or other entity
organized and validly existing under the laws of any domestic jurisdiction and
must expressly assume by an indenture supplement the Company's obligations on
the Securities and under the Indenture, (ii) that after giving effect to the
transaction no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have occurred and be
continuing and (iii) that certain other conditions are met. For example, if, as
a result of the transaction, property of the Company would become subject to a
Lien that would not be permitted under the limitation on Liens described above
under "Restrictive Covenants," the Company would be required to secure the
Securities equally and ratably with (or prior to) the indebtedness secured by
such Lien. (Section 801)
EVENTS OF DEFAULT
Each of the following will constitute an Event of Default under the
Indenture with respect to Securities of any series: (a) failure to pay principal
of or any premium on any Security of that series when due; (b) failure to pay
any interest on any Securities of that series when due, continued for 30 days;
(c) failure to deposit any sinking fund payment, when due, in respect of any
Security of that series; (d) failure to perform any other covenant of the
Company in the Indenture (other than a covenant included in the Indenture solely
for the benefit of a series other than that series), continued for 90 days after
written notice has been given by the Trustee, or by the Holders of at least 25%
in principal amount of the Outstanding Securities of that series, as provided in
the Indenture; (e) failure to pay when due (subject to any applicable grace
period) the principal of, or acceleration of, any indebtedness (including the
Securities of any series other than that series) for money borrowed by the
Company having an aggregate principal amount outstanding of at least
$10,000,000, if, in the case of any such failure, such indebtedness has not been
discharged or, in the case of any such acceleration, such indebtedness has not
been discharged or such acceleration has not been rescinded or annulled, in each
case within 10 days after written notice has been given by the Trustee, or the
Holders of at least 25% in principal amount of the Outstanding Securities of
that series, as provided in the Indenture; and (f) certain events in bankruptcy,
insolvency or reorganization. (Section 501)
If an Event of Default (other than an Event of Default described in clause
(f) above) with respect to the Securities of any series at the time Outstanding
shall occur and be continuing, either the Trustee or the Holders of at least 25%
in aggregate principal amount of the Outstanding Securities of that series by
notice as provided in the Indenture may declare the principal amount of the
Securities of that series (or, in the case of any Security that is an Original
Issue Discount Security or the principal amount of which is not then
determinable, such portion of the principal amount of such Security, or such
other amount in lieu of such principal amount, as may be specified in the terms
of such Security) to be due and payable immediately. If an Event of Default
described in clause (f) above with respect to the Securities of any series at
the time Outstanding shall occur, the principal amount of all the Securities of
that series (or, in the case of any such Original Issue Discount Security or
other Security, such specified amount) will automatically, and without any
action by the Trustee or any Holder, become immediately due and payable. After
any such acceleration, but before a judgment or decree based on acceleration,
the Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series may, under certain circumstances, rescind and annul
such acceleration if (i) the Company has paid or deposited with the Trustee a
sum sufficient to pay all overdue interest on all Securities of that series, the
principal and premium, if any, on any Securities of that series which have
become due otherwise than by such acceleration and any interest thereon at the
rate or rates prescribed therefor in such Securities, and certain fees of the
Trustee; and (ii) all Events of Default, other than the non-payment of
accelerated
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principal (or other specified amount), have been cured or waived as provided in
the Indenture. (Section 502) For information as to waiver of defaults, see
"Modification and Waiver".
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders, unless such Holders
shall have offered to the Trustee reasonable security or indemnity. (Section
603) Subject to such provisions for the giving of security or the
indemnification of the Trustee, the Holders of a majority in aggregate principal
amount of the Outstanding Securities of any series will have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Securities of that series. (Section 512)
No Holder of a Security of any series will have any right to institute any
proceeding with respect to the Indenture, or for the appointment of a receiver
or a trustee, or for any other remedy thereunder, unless (i) such Holder has
previously given to the Trustee written notice of a continuing Event of Default
with respect to the Securities of that series, (ii) the Holders of at least 25%
in aggregate principal amount of the Outstanding Securities of that series have
made written request, and such Holder or Holders have offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee and (iii) the
Trustee has failed to institute such proceeding, and has not received from the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series a direction inconsistent with such request, within 60
days after such notice, request and offer. (Section 507) However, such
limitations do not apply to a suit instituted by a Holder of a Security for the
enforcement of payment of the principal of or any premium or interest on such
Security on or after the applicable due date specified in such Security.
(Section 508)
The Company will be required to furnish to the Trustee annually a statement
by certain of its officers as to whether or not the Company, to their knowledge,
is in default in the performance or observance of any of the terms, provisions
and conditions of the Indenture and, if so, specifying all such known defaults.
(Section 1004)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series affected by such
modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holder of each Outstanding Security
affected thereby, (a) change the Stated Maturity of the principal of, or any
instalment of principal of or interest on, any Security, (b) reduce the
principal amount of, or any premium or interest on, any Security, (c) reduce the
amount of principal of an Original Issue Discount Security or any other Security
payable upon acceleration of the Maturity thereof, (d) change the place or
currency of payment of principal of, or any premium or interest on, any
Security, (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Security, (f) reduce the percentage in
principal amount of Outstanding Securities of any series, the consent of whose
Holders is required for modification or amendment of the Indenture, (g) reduce
the percentage in principal amount of Outstanding Securities of any series
necessary for waiver of compliance with certain provisions of the Indenture or
for waiver of certain defaults or (h) modify such provisions with respect to
modification and waiver. (Section 902)
The Holders of a majority in principal amount of the Outstanding Securities
of any series may waive compliance by the Company with certain restrictive
provisions of the Indenture. (Section 1010) The Holders of a majority in
principal amount of the Outstanding Securities of any series may waive any past
default under the Indenture, except a default in the payment of principal,
premium or interest
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and certain covenants and provisions of the Indenture which cannot be amended
without the consent of the Holder of each Outstanding Security of such series
affected. (Section 513)
The Indenture will provide that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given or taken any
direction, notice, consent, waiver or other action under the Indenture as of any
date, (i) the principal amount of an Original Issue Discount Security that will
be deemed to be Outstanding will be the amount of the principal thereof that
would be due and payable as of such date upon acceleration of the Maturity
thereof to such date, (ii) if, as of such date, the principal amount payable at
the Stated Maturity of a Security is not determinable (for example, because it
is based on an index), the principal amount of such Security deemed to be
Outstanding as of such date will be an amount determined in the manner
prescribed for such Security and (iii) the principal amount of a Security
denominated in one or more foreign currencies or currency units that will be
deemed to be Outstanding will be the U.S. dollar equivalent, determined as of
such date in the manner prescribed for such Security, of the principal amount of
such Security (or, in the case of a Security described in clause (i) or (ii)
above, of the amount described in such clause). Certain Securities, including
those for whose payment or redemption money has been deposited or set aside in
trust for the Holders and those that have been fully defeased pursuant to
Section 1302, will not be deemed to be Outstanding. (Section 101)
Except in certain limited circumstances, the Company will be entitled to set
any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give or take any direction,
notice, consent, waiver or other action under the Indenture, in the manner and
subject to the limitations provided in the Indenture. In certain limited
circumstances, the Trustee also will be entitled to set a record date for action
by Holders. If a record date is set for any action to be taken by Holders of a
particular series, such action may be taken only by persons who are Holders of
Outstanding Securities of that series on that record date, whether or not such
Holders remain Holders after such record date. To be effective, such action must
be taken by Holders of the requisite principal amount of such Securities within
a specified period following the record date. For any particular record date,
this period will be 180 days or such other shorter period as may be specified by
the Company (or the Trustee, if it set the record date), and may be shortened or
lengthened (but not beyond 180 days) from time to time. (Section 104)
DEFEASANCE AND COVENANT DEFEASANCE
If and to the extent indicated in the applicable Prospectus Supplement, the
Company may elect, at its option at any time, to have the provisions of Section
1302, relating to defeasance and discharge of indebtedness, or Section 1303,
relating to defeasance of certain restrictive covenants in the Indenture,
applied to the Securities of any series, or to any specified part of a series.
(Section 1301)
Defeasance and Discharge. The Indenture will provide that, upon the
Company's exercise of its option (if any) to have Section 1302 applied to any
Securities, the Company will be discharged from all its obligations with respect
to such Securities (except for certain obligations to exchange or register the
transfer of Securities, to replace stolen, lost or mutilated Securities, to
maintain paying agencies and to hold moneys for payment in trust) upon the
deposit in trust for the benefit of the Holders of such Securities of money or
U.S. Government Obligations, or both, which, through the payment of principal
and interest in respect thereof in accordance with their terms, will provide
money in an amount sufficient to pay the principal of and any premium and
interest on such Securities on the respective Stated Maturities in accordance
with the terms of the Indenture and such Securities. Such defeasance or
discharge may occur only if, among other things, the Company has delivered to
the Trustee an Opinion of Counsel to the effect that the Company has received
from, or there has been published by, the United States Internal Revenue Service
a ruling, or there has been a change in tax law since the date of the Indenture,
in either case to the effect that Holders of such Securities will not recognize
gain or loss for federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to federal income tax on the same
amount, in the same manner and at the same times as would
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have been the case if such deposit, defeasance and discharge were not to occur.
(Sections 1302 and 1304)
Defeasance of Certain Covenants. The Indenture will provide that, upon the
Company's exercise of its option (if any) to have Section 1303 applied to any
Securities, the Company may omit to comply with certain restrictive covenants,
including those described under "Restrictive Covenants" and in the last sentence
under "Consolidation, Merger and Sale of Assets" and any that may be described
in the applicable Prospectus Supplement, and the occurrence of certain Events of
Default, which are described above in clause (d) (with respect to such
restrictive covenants) and clause (e) under "Events of Default" and any that may
be described in the applicable Prospectus Supplement, will be deemed not to be
or result in an Event of Default, in each case with respect to such Securities.
The Company, in order to exercise such option, will be required to deposit, in
trust for the benefit of the Holders of such Securities, money or U.S.
Government Obligations, or both, which, through the payment of principal and
interest in respect thereof in accordance with their terms, will provide money
in an amount sufficient to pay the principal of and any premium and interest on
such Securities on the respective Stated Maturities or on redemption in
accordance with the terms of the Indenture and such Securities. The Company will
also be required, among other things, to deliver to the Trustee an Opinion of
Counsel to the effect that Holders of such Securities will not recognize gain or
loss for federal income tax purposes as a result of such deposit and defeasance
of certain obligations and will be subject to federal income tax on the same
amount, in the same manner and at the same times as would have been the case if
such deposit and defeasance were not to occur. In the event the Company
exercised this option with respect to any Securities and such Securities were
declared due and payable because of the occurrence of any Event of Default, the
amount of money and U.S. Government Obligations so deposited in trust would be
sufficient to pay amounts due on such Securities at the time of their respective
Stated Maturities but may not be sufficient to pay amounts due on such
Securities upon any acceleration resulting from such Event of Default. In such
case, the Company would remain liable for such payments. (Sections 1303 and
1304)
NOTICES
Notices to Holders of Securities will be given by mail to the addresses of
such Holders as they may appear in the Security Register. (Sections 101 and 106)
TITLE
The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name a Security is registered as the owner thereof
(whether or not such Security may be overdue) for the purpose of making payment
and for all other purposes. (Section 308)
GOVERNING LAW
The Indenture and the Securities will be governed by, and construed in
accordance with, the law of the State of New York. (Section 112)
REGARDING THE TRUSTEE
The Trustee is Chemical Bank.
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FOREIGN CURRENCY RISKS
GENERAL
Securities of a series may be denominated in such foreign currencies or
currency units as may be designated by the Company at the time of offering (the
"Foreign Currency Securities").
THE INFORMATION SET FORTH BELOW DOES NOT DESCRIBE ALL RISKS OF AN INVESTMENT
IN FOREIGN CURRENCY SECURITIES THAT RESULT FROM SUCH SECURITIES BEING
DENOMINATED IN A FOREIGN CURRENCY OR CURRENCY UNIT EITHER AS SUCH RISKS EXIST AT
THE DATE OF THIS PROSPECTUS OR AS SUCH RISKS MAY CHANGE FROM TIME TO TIME. ANY
ADDITIONAL MATERIAL FOREIGN CURRENCY RISKS PERTAINING TO A PARTICULAR DEBT
SECURITY DENOMINATED IN A FOREIGN CURRENCY WILL BE DISCLOSED IN THE PROSPECTUS
SUPPLEMENT REGARDING SUCH DEBT SECURITY. PROSPECTIVE PURCHASERS SHOULD CONSULT
THEIR OWN FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT
IN FOREIGN CURRENCY SECURITIES. FOREIGN CURRENCY SECURITIES ARE NOT AN
APPROPRIATE INVESTMENT FOR INVESTORS WHO ARE UNSOPHISTICATED WITH RESPECT TO
FOREIGN CURRENCY TRANSACTIONS.
Unless otherwise indicated in an applicable Prospectus Supplement, a Foreign
Currency Security will not be sold in, or to a resident of, the country of the
Specified Currency (as defined below) in which such Security is denominated. The
information set forth below is by necessity incomplete and prospective
purchasers of Foreign Currency Securities should consult their own financial and
legal advisors with respect to any matters that may affect the purchase or
holding of a Foreign Currency Security or the receipt of payments of principal
of and any premium and interest on a Foreign Currency Security in a Specified
Currency.
EXCHANGE RATES AND EXCHANGE CONTROLS
An investment in Foreign Currency Securities entails significant risks that
are not associated with a similar investment in a security denominated in U.S.
dollars. Such risks include, without limitation, the possibility of significant
changes in the rate of exchange between the U.S. dollar and the currency or
currency unit designated by the Company at the time of offering (the "Specified
Currency") and the possibility of the imposition or modification of foreign
exchange controls by either the United States or foreign governments. Such risks
generally depend on economic and political events and the supply of and demand
for the relevant currencies over which the Company has no control. In recent
years, rates of exchange between the U.S. dollar and certain foreign currencies
have been highly volatile and such volatility may be expected in the future.
Fluctuations in any particular exchange rate that have occurred in the past are
not necessarily indicative, however, of fluctuations in the rate that may occur
during the term of any Foreign Currency Security. Depreciation of the Specified
Currency applicable to a Foreign Currency Security against the U.S. dollar would
result in a decrease in the U.S. dollar-equivalent yield of such Security, in
the U.S. dollar-equivalent value of the principal repayable at Maturity of such
Security and, generally, in the U.S. dollar-equivalent market value of such
Security.
Governments have imposed from time to time exchange controls and may in the
future impose or revise exchange controls at or prior to a Foreign Currency
Security's Maturity. Even if there are not exchange controls, it is possible
that the Specified Currency for any particular Foreign Currency Security would
not be available at such Security's Maturity due to other circumstances beyond
the control of the Company.
JUDGMENTS
In the event an action based on Foreign Currency Securities were commenced
in a court of the United States, it is likely that such court would grant
judgment relating to such Securities only in U.S. dollars. It is not clear,
however, whether, in granting such judgment, the rate of conversion into U.S.
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<PAGE>
dollars would be determined with reference to the date of default, the date
judgment is rendered or some other date. Holders of Foreign Currency Securities
would bear the risk of exchange rate fluctuations between the time the amount of
the judgment is calculated and the time the Trustee converts U.S. dollars to the
Specified Currency for payment of the judgment.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to one or more underwriters for public
offering and sale by them or may sell Debt Securities to investors directly or
through agents. Any such underwriter or agent involved in the offer and sale of
the Offered Securities will be named in an applicable Prospectus Supplement.
Underwriters may offer and sell the Offered Securities at a fixed price or
prices, which may be changed, or from time to time at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Company also may, from time to time, authorize
underwriters acting as the Company's agents to offer and sell the Offered
Securities upon the terms and conditions as shall be set forth in any Prospectus
Supplement. In connection with the sale of Offered Securities, underwriters may
be deemed to have received compensation from the Company in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of Offered Securities for whom they may act as agent. Underwriters
may sell Offered Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions (which may be changed from time to time) from
the purchasers for whom they may act as agent.
Securities may also be offered and sold, if so indicated in the Prospectus
Supplement, in connection with a remarketing upon their purchase, in accordance
with a redemption or repayment pursuant to their terms, by one or more firms
("remarketing firms") acting as principals for their own accounts or as agents
for the Company. Any remarketing firm will be identified and the terms of its
agreement, if any, with the Company and its compensation will be described in
the Prospectus Supplement. Remarketing firms may be deemed to be underwriters in
connection with the Securities remarketed thereby.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Offered Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in an applicable Prospectus Supplement. Underwriters, dealers
and agents participating in the distribution of the Offered Securities may be
deemed to be underwriters, and any discounts and commissions received by them
and any profit realized by them on resale of the Offered Securities may be
deemed to be underwriting discounts and commissions, under the Act.
Underwriters, dealers and agents may be entitled, under agreements with the
Company, to indemnification against and contribution toward certain civil
liabilities, including liabilities under the Act, and to reimbursement by the
Company for certain expenses.
If so indicated in an applicable Prospectus Supplement, the Company will
authorize dealers acting as the Company's agents to solicit offers by certain
institutions to purchase Offered Securities from the Corporation at the public
offering price set forth in such Prospectus Supplement pursuant to Delayed
Delivery Contracts ("Contracts") providing for payment and delivery on the date
or dates stated in such Prospectus Supplement. Each Contract will be for an
amount not less than, and the aggregate principal amount of Offered Securities
sold pursuant to Contracts shall be not less nor more than, the respective
amounts stated in such Prospectus Supplement. Institutions with whom Contracts,
when authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and other institutions, but will in all cases be subject to the
approval of the Company. Contracts will not be subject to any conditions except
(i) the purchase by an institution of the Offered Securities covered by its
Contracts shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject, and (ii)
if the Offered Securities are being sold to underwriters, the Company shall have
sold to such
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underwriters the total principal amount of the Offered Securities less the
principal amount thereof covered by Contracts. Agents and underwriters will have
no responsibility in respect of the delivery or performance of Contracts.
All Offered Securities will be a new issue of securities with no established
trading market. Any underwriters to whom Offered Securities are sold by the
Company for public offering and sale may make a market in such Offered
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of or the trading markets for any Offered Securities.
Certain of the underwriters or agents and their associates may be customers
of, engage in transactions with and perform services for the Company in the
ordinary course of business.
VALIDITY OF OFFERED SECURITIES
The validity of the Offered Securities will be passed upon for the Company
by Morgan, Lewis & Bockius, New York, New York, and for any underwriters or
agents by Sullivan & Cromwell, New York, New York.
EXPERTS
The financial statements as of December 31, 1993 and 1992 and for each of
the three years in the period ended December 31, 1993 and the related financial
statement schedules incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended December 31, 1993 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report (which report expresses an unqualified opinion and includes an
explanatory paragraph relating to a change in the method of accounting for
income taxes, postretirement benefits other than pensions and postemployment
benefits) which is incorporated herein by reference and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY
OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
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TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUPPLEMENT
The Company......................... S-2
Recent Developments................. S-2
Use of Proceeds..................... S-3
Capitalization...................... S-3
Selected Financial Data............. S-4
Consolidated Ratios of Earnings to
Fixed Charges....................... S-4
Description of the Offered Debt
Securities.......................... S-5
Underwriting........................ S-6
Notice to Canadian Residents........ S-7
PROSPECTUS
Available Information............... 2
Incorporation of Certain Documents
by Reference...................... 2
For Florida Residents Only.......... 3
The Company......................... 4
Use of Proceeds..................... 4
Consolidated Ratios of Earnings to
Fixed Charges....................... 4
Description of Debt Securities...... 5
Foreign Currency Risks.............. 15
Plan of Distribution................ 16
Validity of Offered Securities...... 17
Experts............................. 17
[Logo]
THE NEW YORK TIMES
COMPANY
$250,000,000
7 5/8% Notes
Due March 15, 2005
$150,000,000
8 1/4% Debentures
Due March 15, 2025
PROSPECTUS SUPPLEMENT
CS First Boston
J.P. Morgan Securities Inc.
Morgan Stanley & Co.
Incorporated
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