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REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
THE NEW YORK TIMES COMPANY
(Exact name of Registrant as specified in its charter)
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NEW YORK 13-1102020
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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------------------------------
229 WEST 43RD STREET
NEW YORK, NY 10036
(212) 556-1234
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
------------------------------
SOLOMON B. WATSON IV
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
THE NEW YORK TIMES COMPANY
229 WEST 43RD STREET
NEW YORK, NY 10036
(212) 556-1234
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
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SAMUEL S. FRIEDMAN ALAN J. SINSHEIMER
HOWARD A. KENNY ROBERT S. RISOLEO
Morgan, Lewis & Bockius LLP Sullivan & Cromwell
101 Park Avenue 125 Broad Street
New York, NY 10178 New York, NY 10004
(212) 309-6000 (212) 558-4000
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------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for any offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1) REGISTRATION FEE
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Class C common stock, $0.10 par value $100,000,000 $26,400
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) of the Securities Act of 1933, as amended.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE>
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION. DATED JANUARY 28, 2000.
[LOGO]
Shares
THE NEW YORK TIMES COMPANY--TIMES COMPANY DIGITAL
Common Stock
---------------
This is an initial public offering of shares of a new class of common stock
of The New York Times Company. We intend these shares to reflect the performance
of Times Company Digital, or TCD, our Internet business division. TCD stock will
vote together with our Class A stock, which has limited voting rights. The
relative voting power of TCD stock will fluctuate depending on its market value
from time to time as compared to the market value of our Class A stock.
At our request, the underwriters have reserved at the initial public
offering price up to shares of TCD stock for sale to holders of Class B
stock and to our current employees and directors.
Prior to this offering, there has been no public market for TCD stock. We
anticipate that the initial public offering price will be between $ and
$ per share.
We intend to list TCD stock on the New York Stock Exchange under the symbol
"TCD".
SEE "RISK FACTORS" BEGINNING ON PAGE 12 TO READ ABOUT CERTAIN FACTORS YOU
SHOULD CONSIDER BEFORE BUYING SHARES OF TCD STOCK.
-------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
-------------------
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<CAPTION>
Per Share Total
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Initial public offering price............................... $ $
Underwriting discount....................................... $ $
Proceeds, before expenses, to The New York Times Company.... $ $
</TABLE>
To the extent that the underwriters sell more than shares of TCD
stock, the underwriters have the option to purchase up to an additional
shares from us at the initial public offering price, less the
underwriting discount.
The underwriters expect to deliver the shares in New York, New York on
, 2000.
------------------
GOLDMAN, SACHS & CO.
J.P. MORGAN & CO.
ROBERTSON STEPHENS
------------------
Prospectus dated , 2000.
<PAGE>
[ARTWORK]
2
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PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY HIGHLIGHTS SOME INFORMATION FROM THIS PROSPECTUS. IT
MAY NOT CONTAIN ALL THE INFORMATION THAT IS IMPORTANT TO YOU. TO UNDERSTAND THIS
OFFERING FULLY, YOU SHOULD READ CAREFULLY THE ENTIRE PROSPECTUS, INCLUDING THE
RISK FACTORS AND THE FINANCIAL STATEMENTS, AS WELL AS THE DOCUMENTS INCORPORATED
BY REFERENCE IN THIS PROSPECTUS. IN THIS PROSPECTUS:
- "WE", "US", "OUR" AND "THE TIMES" REFER TO THE NEW YORK TIMES COMPANY AND
ITS SUBSIDIARIES.
- "TCD" REFERS TO TIMES COMPANY DIGITAL, WHICH IS THE INTERNET BUSINESS
DIVISION OF THE TIMES.
- "NYT" REFERS TO THE ASSETS, LIABILITIES AND BUSINESSES OF THE TIMES OTHER
THAN TCD. NYT ALSO INCLUDES A RETAINED INTEREST IN TCD.
- REFERENCES TO FISCAL YEARS ARE TO OUR FISCAL YEAR WHICH ENDS ON THE LAST
SUNDAY IN DECEMBER OF EACH CALENDAR YEAR. FOR EXAMPLE, "FISCAL 1998"
REFERS TO THE TWELVE MONTHS ENDED DECEMBER 27, 1998.
TIMES COMPANY DIGITAL
TCD is a leading online provider of quality news, information and community
through its network of branded websites, the flagship of which is THE NEW YORK
TIMES ON THE WEB (nytimes.com). TCD targets what it refers to as the "quality
audience", a worldwide audience of highly educated and affluent individuals who
are united by shared values and interests. TCD offers advertisers the ability to
precisely target the quality audience at premium rates. TCD's websites attracted
in excess of 138 milion page views in December 1999.
Each of TCD's websites is positioned to be a category leader. In December
1999, nytimes.com had approximately 90.7 million page views. In that month, the
average nytimes.com user spent 36.4 minutes on the site, according to Media
Metrix. Nytimes.com has over 10 million unique registered users, and is
currently adding over 400,000 new registered users per month. NYToday.com, a
daily guide to life in New York City, and The New York Times Learning Network, a
key Internet resource for teachers, parents and students, are each brand
extensions created by nytimes.com. Boston.com was one of the most visited
regional portals in the United States in the fourth quarter of 1999, according
to Media Metrix. GolfDigest.com and WineToday.com, two special interest sites,
are well positioned to play leading roles in the lucrative golf and wine
markets. TCD's proprietary ABUZZ technology, deployed on abuzz.com and on each
of the websites across TCD's network, facilitates interaction and fosters
community among users.
TCD'S COMPETITIVE STRENGTHS
We believe the key competitive strengths of TCD are:
QUALITY AUDIENCE. TCD directs its Internet offerings to what it believes is
one of the most valuable user bases on the Internet: the quality audience. We
define the quality audience by a set of behavioral attributes, including a
respect for knowledge and lifelong learning, a global perspective on news and
finance, a curiosity about science and technology, a love of travel and an
appreciation for culture and the arts. Although the quality audience is not
defined by rigid demographic criteria, its members tend to be affluent and
highly educated. This audience has an affinity for other like-minded
individuals, based not on geography but on shared values and interests.
QUALITY BRANDS. TCD brings to the Internet established and powerful brands
that are leaders in their respective categories and target demographics. Our
brands, THE NEW YORK TIMES, THE BOSTON GLOBE and GOLF DIGEST, have been built
through decades of investment and promotion, and
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each will continue to be supported by NYT's reporters, editors and
infrastructure. TCD is building and extending these print brands into
well-recognized Internet brands.
QUALITY CONTENT. TCD draws upon the extensive content creating capabilities
of NYT for quality news and information over a wide range of general and special
interest areas. TCD's 82 full-time newsroom employees adapt this content and
create original content for its websites.
QUALITY NETWORK. TCD is using its valuable assets to build and sustain a
quality network. These assets include not only respected brands and content, but
sophisticated technologies that can lead the quality audience to coalesce into a
true online community. We believe the ABUZZ technology will be an important
unifying element of TCD's network of owned and affiliated websites and its
quality audience.
RELATIONSHIP WITH NYT. In addition to the content creation and brand
strength of NYT, TCD also benefits from NYT's large and successful advertising
sales forces, strong relationships with high-end advertisers and extensive
classified advertising operations.
TCD'S STRATEGY
TCD's objective is to be the Internet's quality network by attracting and
retaining the quality audience, serving more of the information needs of this
audience and fostering community building within it. We believe that TCD will
continue to be a preferred means for advertisers and merchants to reach this
audience.
TCD's strategy to achieve this objective includes the following key
elements:
- EXPAND ITS USER BASE by promoting its websites through extensive media
campaigns, positioning its existing brands to attract the quality
audience, and developing valuable new Internet brands;
- DEEPEN THE USER RELATIONSHIP by adapting content to better serve the
quality audience online, building community among its users by enabling
them to interact, and exploring strategic alliances and acquisitions to
enhance TCD's network; and
- REALIZE THE VALUE OF THE NETWORK by offering more precise targeting
opportunities to advertisers and e-commerce merchants, complementing
traditional advertising revenue with more diverse revenue streams, and
fully utilizing the resources and infrastructure of NYT.
TCD'S BUSINESS MODEL
TCD's business model is based on the following revenue streams:
- selling high value targeted advertising and sponsorships;
- entering into broad e-commerce relationships with merchants;
- distributing the classified listings of THE NEW YORK TIMES and THE BOSTON
GLOBE;
- offering advertisers access to TCD's audience through e-mail based
permission marketing; and
- providing online access to the text and photo archives of NYT's
publications.
TCD STOCK
We intend our Class C stock, which we call our TCD stock, to track the
performance of TCD. We intend our Class A stock and Class B stock, which we call
our NYT stock, to track the performance of NYT. From a financial reporting
standpoint, we have separated TCD, our Internet
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business division, from NYT, which includes the rest of our businesses. NYT also
includes a retained interest in TCD which is currently 100%. This retained
interest will decline to reflect the initial issuance of TCD stock in this
offering as well as any future issuance. We are offering shares of TCD stock,
but we are not offering any shares of NYT stock.
TCD's principal offices are located at 1120 Avenue of the Americas, New
York, New York 10036. TCD's telephone number is (212) 597-8001.
THE NEW YORK TIMES COMPANY
We are a diversified media company, including newspapers, television and
radio stations, magazines, electronic information and publishing and forest
products investments. Our businesses include:
- NEWSPAPERS. THE NEW YORK TIMES; New England newspapers comprised of THE
BOSTON GLOBE, a daily newspaper, the BOSTON SUNDAY GLOBE and the
TELEGRAM & GAZETTE, a daily newspaper in Worcester, Massachusetts;
regional newspapers comprised of 18 other daily and three non-daily
newspapers in Alabama, California, Florida, Louisiana, North Carolina and
South Carolina; newspaper distributors in the New York City and Boston
metropolitan areas; various newspaper online products; news, photo and
graphics services and news and features syndication; TIMESFAX; THE NEW
YORK TIMES INDEX; and licensing of electronic databases and microform,
CD-ROM products, and the trademarks and copyrights of THE NEW YORK TIMES
and THE BOSTON GLOBE.
- BROADCASTING. Television stations WTKR in Norfolk, Virginia; WREG in
Memphis, Tennessee; KFOR in Oklahoma City, Oklahoma; WNEP in Scranton,
Pennsylvania; WHO in Des Moines, Iowa; WHNT in Huntsville, Alabama; WQAD
in Moline, Illinois; and KFSM in Fort Smith, Arkansas. Radio stations
WQXR(FM) and WQEW(AM) in New York City.
- MAGAZINES. GOLF DIGEST; GOLF DIGEST WOMAN; GOLF WORLD; and GOLF SHOP
OPERATIONS.
- FOREST PRODUCTS INVESTMENTS AND OTHER JOINT VENTURES. Minority equity
interests in a Canadian newsprint company and a supercalendered paper
manufacturing partnership in Maine, and a 50% interest in the
INTERNATIONAL HERALD TRIBUNE.
Our principal executive offices are located at 229 West 43rd Street, New
York, New York 10036. Our telephone number is (212) 556-1234.
5
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THE OFFERING
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TCD STOCK OFFERED: shares, which includes up to shares reserved at the
initial public offering price for sale to holders of Class
B stock and to our current employees and directors.
SHARES OF TCD STOCK ISSUABLE IN RESPECT
OF NYT'S RETAINED INTEREST AFTER THE
OFFERING: shares, which includes shares of TCD stock issuable
to the former shareholders of Abuzz Technologies, Inc., a
company acquired by TCD in July 1999, in exchange for
shares of a subsidiary of The Times that were issued to
them in connection with the acquisition.
TOTAL NUMBER OF SHARES OF TCD STOCK
DEEMED OUTSTANDING AFTER THE
OFFERING: shares, which includes the offered shares and shares
issuable in respect of NYT's retained interest, but does
not include shares of TCD stock that have been reserved
for issuance in respect of outstanding options under the
TCD stock option plan.
USE OF PROCEEDS: The net proceeds from this offering are estimated to be
approximately $ million, or approximately
$ million if the underwriters exercise in full
their option to purchase additional shares of TCD stock,
all of which we will allocate to TCD. TCD will use the net
proceeds for general corporate purposes, including
promotion and advertising and domestic and international
expansion.
PROPOSED NEW YORK STOCK EXCHANGE
SYMBOL: "TCD"
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WHAT IS TCD STOCK?
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TCD STOCK: TCD stock is what is sometimes referred to as tracking
stock. Tracking stock is a type of common stock that is
intended to reflect or track the performance of a
particular business. In this case, TCD stock is intended
to track the performance of TCD.
From a financial reporting standpoint, we have separated
TCD from the rest of our businesses, and we have allocated
all our consolidated assets, liabilities, revenue,
expenses and cash flow between TCD and NYT.
Although we intend TCD stock to reflect the performance of
TCD, holders of TCD stock will be common stockholders of
The Times and thus subject to all the risks associated
with an investment in The Times and all its businesses,
assets and liabilities.
RETAINED INTEREST: We intend the TCD stock being offered to represent %
of the equity of TCD, or % if the underwriters
exercise in full their option to purchase additional
shares. The remaining % is referred to as NYT's
retained interest in TCD.
VOTING RIGHTS: The holders of TCD stock will have limited voting rights,
which entitle them to vote as follows:
- together with the holders of Class A stock, voting as a
single class, for the election of 30% of The Times's board
of directors;
- together with all the other common stockholders of The
Times, voting together and not as separate classes, on:
- ratification of the selection of our independent
auditors;
- certain acquisitions involving related parties or
the issuance of stock; and
- the reservation of stock for options to be granted
to officers, directors or employees; and
- otherwise as required by law.
Each share of TCD stock will have a number of votes equal
to the average market value of a share of TCD stock
divided by the average market value of a share of Class A
stock over a specified 20 trading day period prior to the
date of the vote, provided that holders of TCD stock as a
class may cast no more than 40% of the total votes to be
cast by holders of TCD stock and Class A stock combined.
The holders of Class B stock, voting as a separate class,
will be entitled to vote for the election of 70% of our
board of directors. Except as required by law, the holders
of Class B
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stock are also entitled to vote on all other matters to
the exclusion of all other classes of our common stock.
DIVIDENDS: We currently do not expect to pay any dividends on TCD
stock for the foreseeable future. We currently intend to
continue to pay quarterly dividends on NYT stock.
IF WE DISPOSE OF 80% OR MORE OF THE
ASSETS OF TCD: If we dispose of 80% or more of the assets of TCD on a
then-current fair value basis, we must choose one of the
following alternatives:
- pay a dividend to the holders of TCD stock in an amount
equal to a proportionate interest in the net proceeds of
the disposition;
- redeem from holders of TCD stock, for an amount equal to
a proportionate interest in the net proceeds of the
disposition, outstanding shares of TCD stock; or
- issue Class A stock in exchange for all the outstanding
TCD stock at a 10% premium to the value of the TCD stock
being exchanged.
To determine the exchange rate that will result in an
exchange at a 10% premium, we will value Class A stock and
TCD stock based on their average market values over a
specified 20 trading day period ending before the
exchange.
We will not be required to do any of the above if:
- the sale is in connection with the liquidation of The
Times; or
- the sale is in exchange for equity securities of an
entity primarily engaged in a business similar or
complementary to TCD.
At any time within one year after completing any dividend
or partial redemption of the kind referred to above, we
will have the right to issue shares of Class A stock in
exchange for outstanding shares of TCD stock at a 10%
premium. The exchange ratio that will result in a 10%
premium will be calculated based on the average market
value of Class A stock as compared to the average market
value of TCD stock over a specified 20 trading day period
ending before the date on which The Times mails the notice
of exchange to holders of the TCD stock.
IF WE DISPOSE OF LESS THAN 80% OF THE
ASSETS OF TCD: The proceeds from any disposition of assets of TCD that
does not comprise 80% or more of the then-current fair
value of the assets attributed to TCD will be allocated to
TCD as an asset of TCD.
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WE MAY EXCHANGE SHARES OF OUR CLASS A
STOCK FOR SHARES OF TCD STOCK: We will have the right to issue shares of Class A stock in
exchange for all outstanding TCD stock at a 15% premium at
any time on or after January 1, 2003. To determine the
exchange rate that will result in an exchange at a 15%
premium, we will value Class A stock and TCD stock based
on their average market values over a specified
20 trading day period ending before the exchange. No
premium will be payable if we make the exchange at any
time after the aggregate market value of the outstanding
TCD stock shall have exceeded the aggregate market value
of the outstanding NYT stock for any consecutive 20
trading day period. We will assume the conversion of
Class B stock into Class A stock for purposes of the
calculation.
WE MAY EXCHANGE SHARES OF COMMON STOCK
OF A SUBSIDIARY FOR SHARES OF TCD
STOCK IN CONNECTION WITH A SPIN-OFF
OF THE SUBSIDIARY: We will have the right, at any time, to exchange common
stock of a subsidiary of The Times for TCD stock so long
as the assets and liabilities of TCD are held directly or
indirectly by the subsidiary. In such event, holders of
TCD stock will receive a class of common stock in the
subsidiary that possesses voting rights with respect to
the subsidiary that are generally comparable to the voting
rights that TCD stock has with respect to The Times,
except that such stock will have a fixed one vote per
share on matters on which it is entitled to vote. The
Times will distribute the remaining shares of the
subsidiary to the holders of Class A stock and Class B
stock, with the holders of Class A stock receiving shares
of the same class as the shares issued to the holders of
TCD stock and the holders of Class B stock receiving
shares of a separate class of common stock of the
subsidiary that possesses voting rights with respect to
the subsidiary that are generally comparable to the voting
rights that Class B stock has with respect to The Times.
LIQUIDATION: Upon a liquidation of The Times, holders of NYT stock and
TCD stock will be entitled to receive the net assets of
The Times, if any, remaining for distribution to
stockholders after payment or provision for all
liabilities of The Times and payment of the liquidation
preference payable to holders of our outstanding preferred
stock, if any. Amounts due upon liquidation in respect of
shares of NYT stock and TCD stock will be distributed pro
rata in accordance with their respective average market
values over a specified 20 trading day period prior to the
liquidation, valuing the Class B stock at the market value
of Class A stock.
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TRACKING STOCK POLICIES: Our board of directors has adopted tracking stock policies
with respect to the ongoing relationship between TCD and
NYT, and the allocation of our businesses, assets and
liabilities. In the future, the board of directors, or the
capital stock committee acting on its behalf, may, in its
discretion, allocate businesses, assets or liabilities to
TCD, or dispose of or transfer businesses, assets or
liabilities from TCD, subject to these tracking stock
policies.
The tracking stock policies also contain provisions that
set general parameters for:
- loans, asset transfers and commercial transactions
between TCD and NYT; and
- specified extraordinary transactions, including
repurchases of TCD stock.
Although we have no present intention to do so, we may
modify, suspend, rescind or add to the tracking stock
policies in the sole discretion of our board of directors
without the approval of our stockholders. The board of
directors, or the capital stock committee acting on its
behalf, may also adopt additional policies depending upon
the circumstances.
CAPITAL STOCK COMMITTEE: The board of directors has, effective upon consummation of
this offering, established a committee of the board of
directors known as the capital stock committee. The board
of directors will delegate to the capital stock committee
the authority to, and the capital stock committee will,
interpret, make determinations under, and oversee the
implementation of the tracking stock policies and
inter-group agreements and otherwise make decisions in
areas that may have disparate impacts on holders of NYT
stock and TCD stock. Any such decision will be made by the
capital stock committee in good faith and in a manner
consistent with its fiduciary duties to us and to all of
our common stockholders after giving fair consideration to
the potentially divergent interests and all other relevant
interests of the holders of the separate classes of our
common stock, including the holders of TCD stock.
ADVISORY BOARD: TCD will have an advisory board that consists of senior
management of The Times and TCD and professionals from the
Internet industry. The advisory board will consult with
TCD management regarding TCD's business and various
strategic initiatives.
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RISK FACTORS
You should carefully consider the risk factors described below, beginning on
page 12 of this prospectus, as well as the other information included or
incorporated by reference in this prospectus, before buying shares of TCD stock.
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SUMMARY FINANCIAL INFORMATION OF TCD
The following summary financial information of TCD should be read in
conjunction with TCD's combined financial statements and the related notes,
"Selected Financial Data of TCD" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations of TCD" appearing elsewhere in
this prospectus, and with The Times's consolidated financial statements and the
related notes, and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" of The Times incorporated by reference in this
prospectus.
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<CAPTION>
NINE MONTHS ENDED YEARS ENDED
------------------------------- -----------------------------------------------------------------
SEPTEMBER 26, SEPTEMBER 27, DECEMBER 27, DECEMBER 28, DECEMBER 29, DECEMBER 30,
1999 1998 1998 1997 1996 1995
-------------- -------------- -------------- -------------- -------------- --------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenue..................... $ 15,327 $10,359 $14,174 $10,126 $ 6,071 $ 101
Costs and expenses.......... 35,268 20,889 31,758 17,208 11,679 6,521
-------- ------- ------- ------- -------- --------
Operating loss.............. (19,941) (10,530) (17,584) (7,082) (5,608) (6,420)
Interest expense, net....... (15) -- -- -- -- --
-------- ------- ------- ------- -------- --------
Loss before income taxes.... (19,956) (10,530) (17,584) (7,082) (5,608) (6,420)
Income tax benefit.......... 8,215 4,896 8,177 3,321 2,602 3,005
-------- ------- ------- ------- -------- --------
Net loss.................... $(11,741) $(5,634) $(9,407) $(3,761) $ (3,006) $ (3,415)
======== ======= ======= ======= ======== ========
Pro forma loss per notional
share of TCD stock (1):
Basic and diluted.........
Pro forma weighted average
notional shares of TCD
stock outstanding (1):
Basic and diluted.........
OTHER DATA:
Capital expenditures........ $ 2,656 $ 2,360 $ 2,796 $ 930 $ 441 $ 1,100
EBITDA (2).................. (18,019) (9,686) (16,387) (6,610) (5,230) (6,361)
</TABLE>
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<CAPTION>
AS OF SEPTEMBER 26, 1999
---------------------------
ACTUAL AS ADJUSTED (3)
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(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents.... $ 23 $
Working capital (deficit).... (5,430)
Total assets................. 41,960
Total liabilities............ 12,523
Divisional equity............ 29,437
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- ------------------------------
(1) Pro forma loss per notional share of TCD stock is calculated by dividing net
loss by the pro forma weighted average notional shares of TCD stock
outstanding, which includes shares of TCD stock issuable in respect of NYT's
retained interest in TCD.
(2) "EBITDA" is defined as net loss before net interest expense, income tax
benefit, and depreciation and amortization. EBITDA is presented because it
is a widely accepted indicator of funds available to a business, although it
is not a measure of liquidity or of financial performance under generally
accepted accounting principles. We believe that EBITDA, while providing
useful information, should not be considered in isolation or as an
alternative to net income or cash flows as determined under generally
accepted accounting principles.
(3) Adjusted to give effect to this offering and the application of the net
proceeds, determined at an assumed initial public offering price of
$ per share, the mid-point of the range of initial public offering
prices set forth on the cover page of this prospectus, as described under
"Use of Proceeds" and "Capitalization".
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RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS DESCRIBED BELOW, AS WELL AS
THE OTHER INFORMATION INCLUDED IN THIS PROSPECTUS AND THE DOCUMENTS INCORPORATED
BY REFERENCE IN THIS PROSPECTUS, BEFORE BUYING SHARES OF TCD STOCK. THE RISKS
DESCRIBED BELOW ARE NOT THE ONLY ONES FACING TCD. ADDITIONAL RISKS NOT PRESENTLY
KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR THE BUSINESS
OPERATIONS OF TCD. THE BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS OF
TCD COULD BE MATERIALLY ADVERSELY AFFECTED BY ANY OF THESE RISKS. THE TRADING
PRICE OF TCD STOCK COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL
OR PART OF YOUR INVESTMENT.
RISK FACTORS RELATING TO TCD
TCD HAS A VERY LIMITED OPERATING HISTORY
TCD has a very limited operating history on which an investor can evaluate
its business. You must consider the risks, expenses and difficulties TCD can be
expected to encounter in the new and rapidly evolving Internet advertising and
e-commerce markets. These risks include TCD's ability to:
- sustain growth;
- implement its business model;
- retain existing advertisers and attract new advertisers;
- attract, retain and motivate qualified personnel;
- anticipate and adapt to rapid changes in its markets;
- maintain and enhance its systems to support growth of operations and
increasing user traffic;
- introduce new and enhanced services and products;
- minimize technical difficulties, system downtime and the effect of
Internet brown-outs; and
- respond to changes in government regulation.
TCD EXPECTS TO INCUR SUBSTANTIAL NET LOSSES FOR THE FORESEEABLE FUTURE
TCD incurred net losses of $11.7 million for the nine months ended
September 26, 1999, and $9.4 million for fiscal 1998. We believe that TCD's
continued growth will depend in large part on its ability to dramatically
increase its level of marketing and promotional expenditures. We also expect
that TCD will invest heavily to further develop its websites, technology and
operating systems. As a result, we expect TCD to incur substantial net losses
for the foreseeable future. Although TCD's revenue has grown rapidly in recent
periods, TCD's growth may not continue and may not lead to profitability.
TCD DEPENDS ON ADVERTISING AS A PRINCIPAL SOURCE OF ITS REVENUE
We expect that advertising revenue will be the principal source of TCD's
revenue for the foreseeable future. TCD generates its advertising revenue from
advertisers and advertising agencies that purchase space on its websites. Loss
of advertisers or advertising agencies would reduce TCD's revenue.
Advertisers and advertising agencies typically purchase advertising under
agreements that run for a limited time and can be terminated by the advertiser
or advertising agency with little notice and no penalty. We cannot be certain
that current advertisers and advertising agencies will continue
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to purchase advertising from TCD, that TCD will be able to attract additional
advertisers and advertising agencies successfully, or that agencies and
advertisers will make timely payment of amounts due to TCD.
TCD's ability to generate advertising revenue will also depend on other
factors, including:
- the amount of traffic on TCD's network of websites;
- TCD's ability to achieve, demonstrate and maintain attractive user
demographics;
- the pricing of advertising on other Internet sites;
- TCD's ability to develop and retain a skilled advertising sales force;
- TCD's use of and access to NYT's advertising sales force; and
- the continued development of the Internet as an advertising medium.
Advertising based on impressions, or the number of times an advertisement is
delivered to users, represents a significant portion of TCD's current revenue.
To the extent that minimum impression levels are not achieved for any reason,
TCD may be required to continue to display the advertisement for an extended
period, which could reduce its advertising inventory and revenue.
TCD'S ABUZZ APPLICATION WILL REQUIRE SIGNIFICANT INVESTMENT AND MAY NOT BE
ACCEPTED BY THE MARKET
TCD's recent deployment of the interactive ABUZZ application across its
network and on a stand-alone website, abuzz.com, is an important element of
TCD's strategy. The application and website have not yet attracted a significant
number of users. TCD is planning to commit significant resources to advertise
and promote abuzz.com and the ABUZZ application. The use of the question and
answer capabilities of ABUZZ may fail to gain market acceptance due to a variety
of factors, many of which are outside the control of TCD. These factors include:
- consumer preferences;
- competition from similar technologies and the introduction of new
technologies;
- the actual or perceived quality and usefulness of the questions and
answers;
- the reluctance of some potential users to register, which is currently
required on abuzz.com;
- the number of timely responses received as answers to questions; and
- an inadequate number of users participating in the network.
The failure of the ABUZZ application to gain market acceptance could adversely
affect TCD's business and operating results.
ARRANGEMENTS BETWEEN TCD AND NYT ARE NOT THE RESULT OF ARM'S-LENGTH NEGOTIATIONS
TCD has a number of important inter-group arrangements with NYT, including a
license agreement, a tax sharing agreement and a services agreement. These
arrangements were not the result of arm's-length negotiations. The terms of such
arrangements might not be as favorable to TCD as TCD could have obtained from an
unrelated third party. See "Certain Relationships" for a description of these
arrangements.
THE LICENSE AGREEMENT EXPIRES IN 10 YEARS AND MAY NOT BE RENEWED
The license agreement between TCD and NYT, which allows TCD to use the name
and content of NYT's publications, including THE NEW YORK TIMES and THE BOSTON
GLOBE, will expire in 10 years
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and does not provide for automatic renewal. Our board of directors, or the
capital stock committee acting on its behalf, will determine whether to renew
this agreement and on what terms. If the license agreement is not renewed, TCD's
business and operating results will be materially and adversely affected. See
"Certain Relationships" for additional information about the license agreement.
WE CANNOT ACCURATELY PREDICT TCD'S FUTURE REVENUE
As a result of the evolving nature of the Internet and TCD's limited
operating history, we cannot accurately forecast its revenue. TCD may be unable
to, or may elect not to, adjust spending to compensate for any unexpected
revenue shortfall. If TCD's actual revenue is less than its estimated revenue,
this could have an immediate material adverse effect on the trading price of TCD
stock.
TCD'S QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY AND MAY NOT BE
RELIABLE INDICATORS OF ITS FUTURE PERFORMANCE
TCD's quarterly operating results may fluctuate significantly because of a
variety of factors, many of which are outside its control, including:
- price competition or pricing changes in Internet advertising;
- overall usage levels of the Internet and of TCD's sites in particular;
- demand for Internet advertising and the loss of advertisers;
- seasonal trends in Internet use and advertising;
- the amount and timing of TCD's capital expenditures;
- costs relating to the expansion of TCD's operations and the introduction
of new sites and services; and
- costs relating to technical difficulties or system downtime.
As a result, we believe that period-to-period comparisons of TCD's results
of operations may not be meaningful. You should not rely on past periods as
indicators of future performance. In future periods, TCD's results of operations
may fall below the expectations of securities analysts and investors, which
could adversely affect the trading price of TCD stock.
TCD'S REVENUE MAY BE SUBJECT TO SEASONAL AND CYCLICAL FLUCTUATIONS
Although TCD's revenue has not historically been subject to seasonal
fluctuations, advertisers generally place fewer advertisements in traditional
media during the first and third calendar quarters of each year. We expect this
pattern to affect TCD in the future. In addition, expenditures by advertisers
tend to vary in cycles that reflect overall economic conditions as well as
budgeting and buying patterns. TCD's revenue could be materially reduced by a
decline in the economic prospects of advertisers or the economy in general,
which could alter current or prospective advertisers' spending priorities or
budget cycles or extend TCD's sales cycle.
TCD'S ABILITY TO SELL TARGETED ADVERTISING MAY BE LIMITED IF NEW LAWS RELATING
TO USER PRIVACY ARE ENACTED OR IF THE MARKETPLACE DOES NOT SUPPORT TCD'S METHOD
OF TARGETING AUDIENCES
TCD's ability to sell targeted advertising relies on its ability to use
personal information provided by users of its websites. The adoption of new
federal, state or foreign laws or regulations that restrict TCD's ability to
assemble and utilize demographic and other information about its users, such as
the European Union Privacy Directive which took effect in October 1998, could
require TCD to change the way it conducts its business, make it cost-prohibitive
to operate its
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business, or materially hamper TCD from pursuing its business strategy of
selling targeted advertising.
The practice of assembling user profiles for the purpose of selling targeted
advertising may, notwithstanding the lack of any legal restrictions, cease to be
accepted in the marketplace. If this occurs, TCD may have difficulty pursuing
its business strategy.
TCD OPERATES IN A HIGHLY COMPETITIVE ENVIRONMENT
Competition among Internet sites is intense and we expect it to increase
significantly in the future. The market for Internet content providers is
rapidly evolving and barriers to entry are low, enabling newcomers to launch
competitive sites at a relatively low cost.
TCD competes with both traditional media and with two distinctly different
sets of Internet businesses. The first category consists of those who, like TCD,
have positioned their brands to attract an educated, affluent audience. The
second category includes those companies that compete for broader audiences.
TCD's ability to compete depends on many factors, many of which are beyond
its control. These factors include:
- the quality of content;
- the ease of use of websites;
- the timing and market acceptance of new and enhanced online services; and
- sales, marketing and distribution efforts by TCD and its competitors.
Competitors may have greater name recognition, larger customer bases, and
significant financial, technical and marketing resources. This may allow them to
devote greater resources than TCD to the development and promotion of their
websites. These competitors may also engage in more extensive research and
development, adopt more aggressive pricing policies and make more attractive
offers to advertisers and e-commerce merchants. Competitors may develop products
and services that are equal or superior to those of TCD or that achieve greater
market acceptance. As a result, competition may have a material adverse effect
on TCD's financial results and prospects.
TCD'S FUTURE REVENUE WILL DEPEND ON THE ACCEPTANCE OF THE INTERNET AS AN
EFFECTIVE MEDIUM FOR ADVERTISING AND COMMERCE
Market acceptance of the Internet as an advertising and commerce medium is
highly uncertain. TCD's business would be adversely affected if the Internet
advertising market fails to continue to develop. There are currently no widely
accepted standards for measuring the effectiveness of advertising on the
Internet. We cannot be certain that such standards will develop to sufficiently
support Internet advertising as a significant advertising medium. Actual or
perceived ineffectiveness of online advertising in general, or inaccurate
database information or measurements of advertising effectiveness in particular,
could limit the long-term growth of online advertising and cause TCD's revenue
to decline.
Banner advertising, from which TCD currently derives most of its revenue,
may not be an effective advertising method in the future. We cannot be certain
that any other forms of Internet advertising will be developed or accepted by
the market. Even if new methods are developed, TCD may not be able to take
advantage of them.
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TCD'S STRATEGIC ALLIANCES AND ACQUISITIONS MAY NOT BE SUCCESSFUL AND COULD
ADVERSELY AFFECT TCD'S BUSINESS
TCD intends to form strategic alliances with, or may acquire, entities with
complementary businesses, products, services or technologies. TCD may not be
able to identify suitable candidates for alliances or acquisitions. Even if TCD
does identify suitable candidates, TCD may not be able to form alliances or make
acquisitions on reasonable commercial terms or successfully assimilate
personnel, operations, products, services or technologies into its operations.
This could disrupt TCD's ongoing business, distract TCD's management and
employees, increase TCD's expenses, including amortization of goodwill, and
materially and adversely affect TCD's operating results and liquidity.
Furthermore, the incurrence or issuance of debt or equity securities
attributable to TCD may be necessary to fund any future TCD strategic alliances
or acquisitions.
TCD MAY NOT BE ABLE TO ADEQUATELY MANAGE ITS GROWTH
TCD will need to effectively plan and manage its business to succeed in the
rapidly evolving Internet industry. TCD continues to increase the scope of its
operations. This growth has placed, and future growth may place, a significant
strain on TCD's resources.
TCD IS DEPENDENT ON CONTINUED EXPANSION OF THE INTERNET INFRASTRUCTURE
The recent growth in Internet traffic has caused periods of decreased
performance, requiring Internet service providers to upgrade their
infrastructures. If usage continues to grow rapidly, the Internet infrastructure
may not be able to support the demands placed on it by this growth and its
performance and reliability may decline. If these outages or delays on the
Internet occur frequently, overall Internet usage, as well as usage of TCD's
websites in particular, could grow more slowly or decline. TCD's ability to
increase the speed and scope of its services to customers is ultimately limited
by and dependent upon the speed and reliability of both the Internet and the
capacity of the computer equipment of its users. Consequently, the emergence and
growth of the market for TCD's services is dependent on improvements being made
to the entire Internet and to personal computer equipment in general to
alleviate overloading and congestion.
ANY CAPACITY CONSTRAINTS OR SYSTEM DISRUPTIONS IN TCD'S NETWORK COULD HAVE A
MATERIAL ADVERSE EFFECT ON TCD
The performance and reliability of TCD's websites and network infrastructure
are critical to its reputation and ability to attract and retain users,
advertisers, merchants and strategic partners. Any system error or failure, or a
sudden and significant increase in traffic, may result in the unavailability of
sites and significantly delay response times. Individual, sustained or repeated
occurrences could result in a loss of potential or existing users, advertisers,
merchants or strategic partners. In addition, because TCD's advertising revenue
is directly related to the number of advertisements it delivers to users, system
interruptions or delays would reduce the number of impressions delivered and
thereby reduce its revenue.
TCD's systems and operations are vulnerable to interruption or malfunction
due to certain events beyond its control, including natural disasters and
telecommunications failures. TCD also relies on Web browsers and online service
providers to provide Internet access to its sites. We cannot assure you that TCD
will be able to expand its network infrastructure, either itself or through use
of third-party hosting systems or service providers, on a timely basis
sufficient to meet demand. TCD currently has only a limited amount of redundant
facilities and systems and no formal disaster recovery plan. Our business
interruption insurance may not compensate for all losses that may occur. Any
interruption to its systems or operations could have a material adverse effect
on TCD's business and its ability to retain users, advertisers and strategic
partners.
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TCD IS SUBJECT TO RAPID CHANGES IN TECHNOLOGY AND CONSUMER PREFERENCES
TCD's market is characterized by rapidly changing technology, changes in
user and customer requirements and preferences, frequent new product and service
announcements and evolving new industry standards and practices that could
render TCD's existing proprietary technology and systems obsolete. TCD's success
will depend, in part, on its ability to acquire or license leading technologies
useful in its business; enhance its existing services; develop new services and
technology that address the increasingly sophisticated and varied needs of
existing and prospective users and advertisers; and respond to technological
advances and evolving industry standards and practices on a cost-effective and
timely basis. The development of websites and other proprietary technology
entails significant technical, financial and business risks. To be successful,
TCD must adapt to the rapidly changing market by continually improving the
performance, features and reliability of its services. TCD could also incur
substantial costs to modify its services or infrastructure to adapt to these
changes. TCD's business could be adversely affected if it incurred significant
costs without adequate results.
TCD RELIES ON INTELLECTUAL PROPERTY RIGHTS WHICH MAY NOT BE ADEQUATELY PROTECTED
UNDER CURRENT LAWS
To establish and protect its patent, copyright, trademark, service mark and
other proprietary rights in its products and services, TCD relies on a
combination of:
- patent, copyright, unfair competition, trademark, service mark and trade
secret laws;
- confidentiality agreements with third parties; and
- confidentiality agreements and policies covering its employees.
We cannot assure you that these measures will be adequate, that TCD will be
able to secure registrations for all of its marks in the United States or
internationally or that third parties will not infringe upon or misappropriate
its proprietary rights. Any infringement, misappropriation, or litigation
relating to intellectual property rights may divert management's attention and
would require significant funds to litigate such claims. The loss of these
rights could materially and adversely affect TCD.
Legal standards relating to the validity, enforceability and scope of
protection of certain proprietary rights in Internet-related businesses are
uncertain and evolving. In particular, new domain name registration and
ownership priority procedures may be adopted which may make it more difficult
for TCD and other Internet businesses to retain or obtain desirable domain
names.
In recent years, an increasing number of patents purporting to cover
business methods relating to the Internet have been filed. Patent applications
remain confidential for a period of up to two years after filing. Thus, we can
offer no assurance that applications for patents covering certain aspects of the
business methods used by TCD have not been, or will not be, filed. To the extent
such patents are granted, TCD may be forced to alter its practices or incur
costs defending its practices.
TCD IS DEPENDENT ON NYT'S PRESERVING THE REPUTATION OF NYT'S PRINT BRANDS
TCD's business strategy depends on bringing NYT's print brands to the
Internet. These brands derive their value from the strong reputations of NYT's
newspapers and other properties, particularly THE NEW YORK TIMES and THE BOSTON
GLOBE. These reputations could be adversely affected by the actions of NYT or by
factors beyond the control of NYT, both of which are beyond the control of TCD.
If the reputations of THE NEW YORK TIMES, THE BOSTON GLOBE or NYT's other print
brands are not preserved, TCD would be materially and adversely affected.
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TCD MAY BE VULNERABLE TO SECURITY RISKS
TCD's networks may be vulnerable to unauthorized access, computer hacking,
computer viruses and other security problems. A user who circumvents security
measures could misappropriate proprietary information or cause interruptions or
malfunctions in TCD's operations. TCD may be required to expend significant
resources to protect against the threat of such security breaches or to
alleviate problems caused by such breaches. Although TCD will continue to
implement industry-standard security measures, such measures may be inadequate.
TCD IS SUBJECT TO GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES
The Internet is new and rapidly changing, and federal, state and foreign
regulation is evolving. Currently, there are few laws or regulations directly
applicable to the Internet. Due to the increasing popularity of the Internet, it
is possible that laws and regulations may be enacted covering issues such as
pricing, content and quality of products and services. In addition, federal,
state or foreign jurisdictions may seek to tax Internet transactions. The
adoption of such laws or regulations, or attempts to impose taxes on Internet
transactions, could reduce the rate of growth of the Internet, which could
potentially decrease the usage of TCD's websites or could otherwise materially
and adversely affect TCD's business.
TCD MAY INCUR LIABILITY FOR ITS INTERNET CONTENT AND USER DATA
As a content provider, TCD may face potential liability for intellectual
property infringement, defamation, invasion of privacy, indecency and other
claims. In addition, TCD may incur liability for unauthorized duplication or
distribution of third-party content or materials or for information collected
from and about its users. We cannot assure you that third parties or users will
not bring claims against TCD relating to proprietary rights or use of personal
information. Although TCD seeks to obtain indemnification from strategic
partners for any liability resulting from licensed content or linked sites, we
cannot assure you that such indemnities will always be obtainable or adequate.
Our general liability insurance may not cover or be adequate for potential
claims of this type.
TCD DEPENDS ON ITS ABILITY TO RETAIN AND ATTRACT QUALIFIED PERSONNEL
TCD's success has been, and will be, dependent to a large degree on its
ability to retain the services of its existing executive officers and to attract
and retain additional qualified managers and key personnel in the future.
Competition for these personnel is intense. In addition, we have no key man life
insurance. The loss of the services of any of the key personnel or the inability
to identify, hire, train and retain other highly qualified technical and
managerial personnel in the future could have a material adverse effect on TCD's
business, financial condition and operating results.
RISK FACTORS RELATING TO OWNERSHIP OF TCD STOCK
HOLDERS OF TCD STOCK WILL BE COMMON STOCKHOLDERS OF THE TIMES AND WILL BE
SUBJECT TO RISKS ASSOCIATED WITH AN INVESTMENT IN THE TIMES AS A WHOLE
We cannot assure you that the market value of TCD stock will reflect the
performance of TCD as we intend.
Financial results of NYT will affect our consolidated results of operations,
financial position and borrowing costs. NYT's operations are affected by a
variety of factors, including:
- NYT's reliance on advertising revenue;
- seasonality of NYT's advertising revenue, which tends to be lower in the
first and third calendar quarters of each year;
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- possible declines in advertising revenue due to a general economic
downturn;
- possible material increases in the historically volatile prices of
newsprint and magazine paper; and
- NYT's relations with its employees, a significant portion of which are
unionized.
These, and other factors affecting NYT, could adversely affect the results of
operations, financial position or borrowing costs of TCD or the market price of
TCD stock. In addition, net losses of NYT, if any should occur in the future,
and any dividends or distributions on, or repurchases of, NYT stock, will reduce
the assets of The Times legally available for dividends on TCD stock.
Accordingly, you should read the financial and other information for TCD
together with the financial and other information for The Times incorporated by
reference in this prospectus.
THERE WILL BE CONFLICTS OF INTEREST INVOLVING NYT AND TCD AND THE BOARD OF
DIRECTORS COULD MAKE DECISIONS THAT FAVOR NYT AT THE EXPENSE OF TCD
The extensive relationships between NYT and TCD will create inherent
conflicts between the interests of holders of NYT stock and TCD stock. Our board
of directors, or the capital stock committee acting on its behalf, will make
operational and financial decisions and implement policies that may affect the
businesses of NYT and TCD and the classes of common stock of The Times
differently, potentially favoring one business or class at the expense of the
other. Examples include decisions regarding:
- future allocations of assets, liabilities, revenue, expenses, cash flows
and the tax consequences of operations;
- the allocation of business opportunities, resources and personnel;
- the manner of accounting for a transfer of funds between NYT and TCD
either as a revolving credit advance or long-term loan, or as analogous to
a contribution to or return of capital;
- the allocation of funds for capital expenditures;
- the payment of dividends on NYT stock and TCD stock;
- the repurchase of NYT stock and TCD stock;
- the allocation of proceeds from the issuance, and the costs of
repurchases, of TCD stock either to TCD or to NYT with respect to its
retained interest in TCD;
- the allocation of any issuances of debt or preferred stock of The Times
between NYT and TCD;
- the position we take with respect to various regulatory issues;
- the allocation of consideration received upon a sale or merger of The
Times between holders of NYT stock and TCD stock;
- the redemption of TCD stock in exchange for Class A stock or in exchange
for the stock of a subsidiary;
- the sale of assets of either NYT or TCD; and
- other transactions between NYT and TCD.
The tracking stock policies provide that material matters involving
potentially divergent interests will be resolved in a manner that the board of
directors, or the capital stock committee acting on its behalf, determines to be
in our best interest and in the best interests of all of our common stockholders
after giving fair consideration to the potentially divergent interests and all
other
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relevant interests of the holders of the separate classes of our common stock,
including the holders of TCD stock. For a more comprehensive description of
these policies, see "Tracking Stock Policies and Capital Stock Committee".
Nevertheless, the board of directors, or the capital stock committee acting on
its behalf, could take actions that benefit or appear to benefit NYT at the
expense of TCD.
The discretion of the board of directors in these areas makes an investment
in TCD stock riskier than an investment in ordinary common stock. We expect that
our directors, including the members of the capital stock committee, may own
disproportionate amounts, in both percentage and value terms, of NYT stock and
TCD stock. This disparity in ownership interests may create or appear to create
potential conflicts of interest when these directors are faced with decisions
that could have different implications for the different classes. Principles of
law established in cases involving differing treatment of two classes of common
stock issued by companies incorporated outside New York generally provide that a
board of directors owes an equal duty to all common stockholders regardless of
class and does not have separate or additional duties to either group of
stockholders. We are not aware of any legislative or judicial precedent
involving the fiduciary duties of directors of a New York corporation with two
classes of common stock with separate rights related to specified operations of
a corporation. However, under principles of law known as the "business judgment
rule", you may not be able to challenge decisions that have a disparate impact
upon holders of NYT stock and TCD stock, so long as the board of directors can
show that it:
- was disinterested and adequately informed with respect to such decisions;
and
- acted in good faith and in the belief that it was acting in the best
interests of all of our stockholders.
HOLDERS OF TCD STOCK WILL HAVE LIMITED VOTING RIGHTS
Our amended and restated certificate of incorporation will provide that the
holders of TCD stock will have limited voting rights. Holders of Class A stock
and TCD stock will vote together as a single class, except in certain limited
circumstances provided under the New York Business Corporation Law.
Holders of Class A stock and TCD stock will be entitled to vote as a single
class for the election of 30% of our board of directors. The holders of Class A
stock and TCD stock may also vote, together with the other common stockholders
of The Times, on:
- the ratification of the selection of our independent auditors;
- certain acquisitions involving related parties or the issuance of stock;
and
- the reservation of stock for options to be granted to our officers,
directors or employees.
As under the current certificate of incorporation, the holders of Class B stock,
voting as a separate class, will be entitled to vote for the election of 70% of
our board of directors. Except as required by law, the holders of Class B stock
are also entitled to vote on all other matters to the exclusion of all other
classes of our common stock.
The relative voting power of holders of Class A stock and TCD stock will
fluctuate from time to time based on the respective market values of Class A
stock and TCD stock and the number of shares outstanding, provided that the
holders of TCD stock will not be entitled to cast more than 40% of the total
votes of Class A stock and TCD stock combined.
See "Description of Capital Stock--Voting Rights" for additional information
about the voting rights of the classes of our common stock.
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WE ARE CONTROLLED BY A TRUST THAT MAY HAVE INTERESTS THAT CONFLICT WITH THE
INTERESTS OF OUR OTHER STOCKHOLDERS
Approximately 87% of our Class B stock is held by a trust for the benefit of
members of the Sulzberger family. As a result, the trustees of that trust have
the ability to elect 70% of our board of directors and thereby control The
Times. The trust and family also owned approximately 17.4% of the outstanding
Class A stock as of November 30, 1999. Circumstances may arise in which the
interests of the trust and those of the other holders of our common stock,
including TCD stock, could be in conflict and in which decisions by the holders
of Class B stock could adversely affect the holders of TCD stock.
CONTROL OF THE TIMES BY THE HOLDERS OF CLASS B STOCK MAY INHIBIT OR PREVENT
ACQUISITION BIDS
If TCD were a separate company, a person interested in acquiring TCD without
negotiating with management could seek control of TCD by obtaining control of
its outstanding voting stock by means of a tender offer or proxy contest. A
person interested in acquiring TCD without negotiation with The Times's
management could obtain control of TCD only by obtaining control of the
outstanding Class B stock. However, the terms of the Sulzberger family trust
restrict the trustees' ability to transfer shares of the Class B stock. In
addition, certain provisions of New York law may inhibit changes of control not
approved by the board of directors. See "Description of Capital Stock--Certain
Provisions of New York Law" for additional information about these provisions.
WE MAY DISPOSE OF ASSETS OF TCD WITHOUT YOUR APPROVAL AND YOU MAY RECEIVE LESS
VALUE FOR YOUR SHARES THAN THE MARKET VALUE OF YOUR SHARES
Under New York law, we can sell any amount of assets of TCD without
stockholder approval so long as such transaction does not constitute a sale or
other disposition of "all or substantially all" of the assets of The Times as a
whole. As of the date of this prospectus, we believe that the assets of TCD do
not constitute "all or substantially all" of the assets of The Times.
Under the amended and restated certificate of incorporation, if we dispose
of 80% or more of the assets of TCD on a then-current market value basis, we are
required, subject to certain exceptions, to:
- pay a dividend to holders of TCD stock;
- redeem shares of TCD stock; or
- exchange all outstanding shares of TCD stock for shares of Class A stock
at a 10% premium.
The value received by a holder of TCD stock may be less than the market value of
the holder's shares prior to the sale. In addition, the board of directors, or
the capital stock committee acting on its behalf, will decide, in its sole
discretion, how to proceed and is not required to select the option that would
result in the highest value to holders of TCD stock.
OUR TRACKING STOCK POLICIES ARE SUBJECT TO CHANGE
Our board of directors has adopted the tracking stock policies governing the
relationship between NYT and TCD and other tracking stock matters. The board of
directors, or the capital stock committee acting on its behalf, may, acting in
good faith consistent with its fiduciary duties, modify, rescind or add to any
of the policies in a manner that is disadvantageous to holders of TCD stock. The
board's discretion to change these policies makes an investment in TCD stock
riskier than an investment in ordinary common stock. For a description of these
policies, see "Tracking Stock Policies and Capital Stock Committee".
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WE MAY ISSUE CLASS A STOCK IN EXCHANGE FOR TCD STOCK WHEN TCD STOCK IS
UNDERVALUED OR CLASS A STOCK IS OVERVALUED
We will have the right at any time on or after January 1, 2003, to redeem
your shares of TCD stock in exchange for shares of Class A stock at a 15%
premium. No premium will be payable if we make the exchange after the aggregate
market value of the outstanding TCD stock shall have exceeded the aggregate
market value of the outstanding NYT stock for a specified period, assuming the
conversion of Class B stock into Class A stock for purposes of the calculation.
Since we could determine to effect an exchange at a time when either or both of
Class A stock and TCD stock may be considered to be overvalued or undervalued,
any such exchange could be disadvantageous to holders of TCD stock. In addition,
any such exchange would preclude holders of TCD stock from retaining their
investment in a security that is intended to reflect separately the performance
of TCD.
A CLINTON ADMINISTRATION LEGISLATIVE PROPOSAL COULD RESULT IN THE EXCHANGE OF
CLASS A STOCK FOR TCD STOCK PRIOR TO JANUARY 1, 2003
A legislative proposal made by the Clinton Administration in February 1999
would impose a corporate-level tax on the issuance of stock similar to TCD
stock. As proposed by the Clinton Administration, this provision would be
effective for tracking stock issued on or after the date of its enactment by
Congress. Tax legislation enacted in Congress subsequent to the Clinton
Administration proposal has not included any provision corresponding to the
proposal. However, we cannot predict whether the Clinton Administration proposal
will be enacted by Congress and, if enacted, whether it will be in the form
proposed. If the Clinton Administration proposal or a similar proposal is
enacted, then we could be subject to tax on an issuance of TCD stock on or after
the date of enactment. We may issue Class A stock in exchange for TCD stock at
any time at either a 15% premium or no premium, depending on the relative market
values of the outstanding TCD stock and NYT stock, if, based on the opinion of
our tax counsel, as a result of the enactment of legislative changes or
administrative proposals or changes, it is more likely than not that we or our
stockholders will be subject to tax upon issuance of TCD stock or NYT stock or
that any such stock will not be treated as stock of The New York Times Company.
WE MAY EXCHANGE SHARES OF COMMON STOCK OF A SUBSIDIARY FOR SHARES OF TCD STOCK
IN CONNECTION WITH A SPIN-OFF OF THE SUBSIDIARY WITHOUT YOUR APPROVAL
We will have the right, at any time, to exchange common stock of a
subsidiary of The Times for TCD stock so long as the assets and liabilities of
TCD are held directly or indirectly by the subsidiary. In such event, holders of
TCD stock will receive shares of a class of common stock in the subsidiary that
possesses voting rights with respect to the subsidiary that are generally
comparable to the voting rights that TCD stock has with respect to The Times,
except that such stock will have a fixed one vote per share on matters on which
it is entitled to vote. The Times will distribute the remaining shares of the
subsidiary to the holders of NYT stock, with the holders of Class A stock
receiving shares of the same class as the shares issued to the holders of TCD
stock and the holders of Class B stock receiving shares of a separate class of
common stock of the subsidiary that possesses voting rights with respect to the
subsidiary that are generally comparable to the voting rights that Class B stock
has with respect to The Times. Depending on the circumstances at the time, an
exchange of stock of a subsidiary of The Times for TCD stock could be taxable to
holders of TCD stock and The Times for United States federal income tax
purposes.
HOLDERS OF TCD STOCK WILL NOT HAVE ANY CLAIMS ON THE ASSETS OF TCD
Even though from a financial reporting standpoint we have allocated all of
our consolidated assets, liabilities, revenue, expenses and cash flow between
TCD and NYT, that allocation has not
22
<PAGE>
changed the legal title to any assets or responsibility for any liabilities and
will not affect the rights of any of our creditors. Further, in any liquidation,
holders of TCD stock will not have any rights to any specific assets of TCD, but
will receive a share of the net assets of The Times based on the relative market
values of TCD stock and NYT stock, rather than on any assessment of the actual
value of TCD or NYT.
THE MARKET PRICE OF TCD STOCK WILL FLUCTUATE AND COULD FLUCTUATE SIGNIFICANTLY
The stock market has experienced extreme price and volume fluctuations. The
market prices of securities of Internet-related companies, in particular, have
been especially volatile. In the past, companies that have experienced market
price volatility have sometimes been the object of securities class action
litigation. Securities class action litigation may result in substantial costs
and a diversion of management's attention and resources.
WE CANNOT ASSURE YOU THAT A MARKET WILL DEVELOP FOR TCD STOCK OR WHAT ITS MARKET
PRICE WILL BE
There is currently no public trading market for TCD stock and we cannot
assure you that one will develop or be sustained after the offering. We cannot
predict the prices at which TCD stock will trade after the offering. The initial
public offering price for TCD stock will be determined through our negotiations
with the underwriters and may not bear any relationship to the market price at
which TCD stock will trade after the offering or to any other established
criterion for value.
Certain terms of NYT stock and TCD stock may adversely affect the trading
price of TCD stock. These terms include:
- the right of the board of directors to redeem shares of TCD stock in
exchange for shares of Class A stock;
- the amount of assets available for dividends on any class of stock;
- the discretion of the board of directors in making determinations relating
to the inter-group arrangements and to a variety of cash management and
allocation matters; and
- the limited voting rights of TCD stock.
THE MARKET PRICE OF TCD STOCK MAY BE ADVERSELY AFFECTED BY THE SHARES OF TCD
STOCK ELIGIBLE FOR FUTURE SALE
Upon completion of the offering, we expect to have shares of TCD stock
outstanding, or shares if the underwriters fully exercise their option to
purchase additional shares. These shares will be freely tradeable without
restriction by persons other than affiliates of The Times. The former
shareholders of Abuzz Technologies, a company acquired by TCD in July 1999, will
have the right to acquire shares of TCD stock in exchange for shares of a
subsidiary of The Times that were issued to them in connection with the
acquisition. In addition, employees will have the right to purchase
approximately shares of TCD stock under employee stock options, subject to
vesting requirements, and an additional shares are reserved for future
option grants under the TCD stock option plan.
Upon completion of the offering and assuming the underwriters do not
exercise their option to purchase additional shares, we will be entitled to
issue up to approximately additional shares of TCD stock, of which up to
shares could be for the account of NYT in respect of NYT's retained
interest in TCD. Our board of directors, in its sole discretion, may authorize
the issuance of these shares of TCD stock to, among other things, raise capital,
provide compensation or benefits to employees, pay stock dividends or acquire
companies or businesses.
23
<PAGE>
Under the New York Business Corporation Law, the board of directors would not
need your approval for these issuances. We do not intend to seek your approval
for any such issuances unless stock exchange regulations or other applicable
laws require approval, or the board of directors deems it advisable to seek such
approval.
We cannot predict the effect, if any, that sales of TCD stock, or the
availability of shares for sale, will have on the market price of TCD stock.
Nevertheless, sales of significant amounts of TCD stock in the public market, or
the perception that such sales may occur, could adversely affect prevailing
market prices. See "Shares Eligible for Future Sale" for a more detailed
description of the possible effects of potential sales of TCD stock.
WE MAY NOT PAY DIVIDENDS EQUALLY ON ALL CLASSES OF STOCK
We do not expect to pay any dividends on TCD stock for the foreseeable
future. We currently intend to continue to pay quarterly dividends on NYT stock.
We have the right to pay dividends on NYT stock and TCD stock in equal or
unequal amounts, notwithstanding:
- the performance of either NYT or TCD;
- the amount of prior dividends declared on any series of stock; or
- any other factor.
In addition, any dividends or distributions on, or repurchases of, any
classes of stock other than TCD stock, will reduce the assets of The Times
legally available for dividends on TCD stock. See "Description of Capital
Stock--Dividends" for information about the amount of funds legally available
for the payment of dividends. Any future dividends on TCD stock will not
necessarily bear a direct relationship to earnings and retained earnings as
expressed on TCD's financial statements as determined in accordance with
generally accepted accounting principles.
24
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference includes
statements that may constitute "forward-looking statements" within the meaning
of the safe harbor provisions of The Private Securities Litigation Reform Act of
1995. Some of the forward-looking statements can be identified by the use of
forward-looking words such as "believes", "expects", "may", "will", "should",
"seeks", "approximately", "intends", "plans", "estimates", or "anticipates" or
the negative of those words or other comparable terminology. Forward-looking
statements are not historical facts but instead represent only our present
belief regarding future events, many of which, by their nature, are inherently
uncertain and involve risks and uncertainties. A number of important factors
could cause actual results to differ, perhaps materially, from the anticipated
results indicated in the forward-looking statements. For a discussion of some of
the factors that could cause actual results to differ, please see the discussion
under "Risk Factors" contained in this prospectus and information contained in
our publicly available SEC filings that are incorporated by reference in this
prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements, and other information with the SEC. Our
SEC file number is 1-5837. Such reports, proxy statements, and other information
concerning The Times can be read and copied at the SEC's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room. The SEC
maintains an Internet site at http://www.sec.gov that contains reports, proxy
and information statements and other information regarding issuers that file
electronically with the SEC, including The Times. Our Class A stock is listed on
the New York Stock Exchange. Reports and other information concerning The Times
can also be inspected at the office of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
This prospectus is part of a registration statement filed with the SEC by
us. The full registration statement can be obtained from the SEC as indicated
above, or from us. The information contained on our websites is not part of this
prospectus or the registration statement.
The SEC allows us to "incorporate by reference" the information we file with
the SEC. This permits us to disclose important information to you by referring
to these filed documents. Any information referred to in this way is considered
part of this prospectus, and any information we file with the SEC after the date
of this prospectus will automatically be deemed to update and supersede this
information. We incorporate by reference the following documents that we have
filed with the SEC:
- Annual Report on Form 10-K of The Times for the year ended December 27,
1998; and
- Quarterly Reports on Form 10-Q of The Times for the quarters ended
March 28, 1999, June 25, 1999, and September 26, 1999.
We also incorporate by reference any future filings made with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act.
We will provide without charge upon written or oral request, a copy of any
or all of the documents that are incorporated by reference into this prospectus,
other than exhibits which are specifically incorporated by reference into such
documents. Requests should be directed to The New York Times Company, 229 West
43rd Street, New York, New York 10036, Attention: Corporate Secretary
(Telephone: (212) 556-1234).
We intend to provide you with annual reports containing financial statements
relating to TCD audited by our independent auditors and quarterly reports
relating to TCD for the first three fiscal quarters of each fiscal year
containing unaudited interim financial information, in each case, accompanied by
a discussion of such financial information and, in the case of the annual
report, including a summary of TCD's business.
25
<PAGE>
USE OF PROCEEDS
Based on an initial public offering price of $ per share of
TCD stock, the mid-point of the range of public offering prices set forth on the
cover page of this prospectus, we anticipate that, after deducting estimated
underwriting discounts and expenses, we will receive net proceeds from the
initial public offering of TCD stock of $ , or $ if
the underwriters fully exercise their option to purchase additional shares. We
will allocate all net proceeds to TCD, as if this were a primary offering of
common stock by TCD.
TCD plans to use the net proceeds for general corporate purposes, including
promotion and advertising and domestic and international expansion.
Pending specific application of the proceeds, TCD intends to advance them to
NYT, which will use the funds to repay commercial paper. As of September 26,
1999, The Times had approximately $219.5 million of outstanding commercial paper
with a weighted average interest rate of 5.4%. The proceeds of the commercial
paper were used to finance current operations of NYT. The advance of cash by TCD
to NYT will be treated as an inter-group cash advance and will bear interest at
a rate equivalent to The Times's short-term borrowing rate. See "Tracking Stock
Policies and Capital Stock Committee--Treasury and Cash Management Policies" for
information about cash transfers between NYT and TCD.
DIVIDEND POLICY
We do not expect to pay any dividends on the TCD stock for the foreseeable
future. We currently intend to continue to pay quarterly dividends on NYT stock.
We are permitted to pay dividends on:
- NYT stock out of the assets of The Times legally available for the payment
of dividends under New York law, but the total amounts paid as dividends
on NYT stock cannot exceed the Available Dividend Amount for NYT; and
- TCD stock out of the assets of The Times legally available for the payment
of dividends under New York law, but the total amounts paid as dividends
on TCD stock plus the amounts transferred from TCD to NYT in respect of
its retained interest in TCD cannot exceed the Available Dividend Amount
for TCD.
The "Available Dividend Amount" for NYT or TCD, as the case may be, is based
on the amount that would be legally available for the payment of dividends under
New York law if NYT and TCD were separate New York corporations. For more
information on the Available Dividend Amount for NYT and TCD, see "Description
of Capital Stock--Dividends". We expect that the determination to pay dividends
on TCD stock would be based primarily upon the financial condition, results of
operations and business requirements of TCD and The Times as a whole, any
restrictions contained in financing or other agreements binding upon us and such
other factors as the board of directors deems relevant.
26
<PAGE>
CAPITALIZATION
The following tables set forth the capitalization of TCD and The Times as of
September 26, 1999, and as adjusted to give effect to:
- The offering at an initial public offering price of $ per share, the
mid-point of the range of public offering prices set forth on the cover
page of this prospectus, after deducting estimated underwriting discounts
and expenses and assuming the underwriters do not exercise their option to
acquire additional shares;
- the application of net proceeds as described under "Use of Proceeds"; and
- the amendment of our certificate of incorporation to provide for the
reclassification of our existing common stock into NYT stock and TCD
stock.
These tables should be read in conjunction with the financial statements and the
related notes appearing elsewhere or incorporated by reference in this
prospectus.
TIMES COMPANY DIGITAL
<TABLE>
<CAPTION>
AS OF SEPTEMBER 26, 1999
-------------------------------
ACTUAL AS ADJUSTED
(IN THOUSANDS) -------------- --------------
<S> <C> <C>
Capital lease obligations (excluding current portion)....... $ 2,198 $ --
Divisional equity........................................... 29,437
------- ------------
Total capitalization........................................ $31,635 $
======= ============
</TABLE>
27
<PAGE>
THE NEW YORK TIMES COMPANY
<TABLE>
<CAPTION>
AS OF
SEPTEMBER 26, 1999
-------------------------
ACTUAL AS ADJUSTED
(IN THOUSANDS) ---------- ------------
<S> <C> <C>
Long-term debt.............................................. $ 414,195
----------
Capital lease obligations (excluding current portion)....... 83,138
----------
Stockholders' equity:
Serial preferred stock $1.00 par value; 200,000 shares
authorized; none issued or outstanding (actual and as
adjusted)............................................... --
Common stock $0.10 par value:
Class A--300,000,000 shares authorized (actual); and
shares authorized (as adjusted);
188,496,309 issued (actual and as adjusted)........... 18,850
Class B--convertible--849,520 shares authorized; 849,520
shares issued (actual and as adjusted)................ 86
Class C--(TCD stock), shares authorized; and
shares issued (as adjusted)...................... --
Additional paid-in capital................................ 84,423
Retained earnings......................................... 1,828,547
Accumulated other comprehensive income.................... 7,166
Common stock held in treasury, at cost.................... (560,704)
----------
Total stockholders' equity.................................. 1,378,368
----------
Total capitalization........................................ $1,875,701
==========
</TABLE>
28
<PAGE>
DILUTION
As of September 26, 1999, TCD had a net tangible book deficiency of
approximately $1,355,000 or $ per share equivalent. Net tangible
book value per share equivalent at any date represents the amount of TCD's total
tangible assets minus total liabilities divided by the total number of notional
shares of TCD stock deemed outstanding. After giving effect to the sale of
shares of TCD stock offered hereby at the initial public offering price of
$ per share, the mid-point of the range of public offering prices set
forth on the cover page of this prospectus, and the application of the estimated
net proceeds to TCD, the pro forma net tangible book value of TCD would have
been approximately $ or $ per share equivalent. Thus, under
these assumptions, purchasers of TCD stock offered by this prospectus will pay
$ per share and will receive shares with a net tangible book value per
share equivalent of $ , which represents an immediate dilution of
$ per share.
The following table illustrates this per share dilution:
<TABLE>
<S> <C> <C>
Initial public offering price per share............ $
Net tangible book value per share equivalent as
of September 26,
1999........................................... $
Increase in pro forma net tangible book value per
share equivalent attributable to new
investors......................................
----------
Pro forma net tangible book value per share
equivalent after the offering....................
----------
Dilution per share to new investors................ $
==========
</TABLE>
The foregoing computation of dilution excludes an aggregate of approximately
shares of TCD stock purchasable upon the exercise of outstanding stock
options at a weighted average exercise price of $ per share.
29
<PAGE>
SELECTED FINANCIAL DATA OF TCD
The following selected financial data is qualified by reference to, and
should be read in conjunction with, TCD's combined financial statements and the
related notes, and "Management's Discussion and Analysis of Financial Condition
and Results of Operations of TCD" appearing elsewhere in this prospectus, and
with The Times's consolidated financial statements and the related notes, and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" of The Times incorporated by reference in this prospectus. The
selected statement of operations data for the nine months ended September 26,
1999, and September 27, 1998, and the balance sheet data as of, September 26,
1999, have been derived from unaudited condensed combined financial statements
of TCD included in this prospectus. These unaudited financial statements have
been prepared on the same basis as TCD's audited financial statements and, in
the opinion of management, include all material adjustments, consisting only of
normal recurring adjustments, necessary to present the financial position and
results of operation for the period presented. The results of operations for the
nine months ended September 26, 1999, and September 27, 1998, are not
necessarily indicative of the results that may be expected for any interim
period or for the full year. The selected data for the fiscal years ended
December 27, 1998, December 28, 1997, and December 29, 1996, and the balance
sheet data as of December 27, 1998, and December 28, 1997, have been derived
from the combined financial statements of TCD that have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports which
are included in this prospectus and elsewhere in this registration statement.
The selected statement of operations data for the fiscal year ended, and the
balance sheet data as of, December 30, 1995, have been derived from unaudited
combined financial statements of TCD not included in this prospectus. The
unaudited combined financial statements for the fiscal year ended, and as of
December 30, 1995, have been prepared on the same basis as TCD's audited
financial statements and, in the opinion of management, include all material
adjustments, consisting only of normal recurring adjustments, necessary to
present the financial position and results for the period presented. We have not
presented selected data for any period prior to the fiscal year ended
December 30, 1995, since TCD's operations commenced after that time.
30
<PAGE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEARS ENDED
------------------------------- -----------------------------------------------------------------
SEPTEMBER 26, SEPTEMBER 27, DECEMBER 27, DECEMBER 28, DECEMBER 29, DECEMBER 30,
1999 1998 1998 1997 1996 1995
-------------- -------------- -------------- -------------- -------------- --------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenue
Advertising............ $ 13,754 $ 8,916 $ 11,227 $ 6,114 $ 3,559 $ 5
Other.................. 1,573 1,443 2,947 4,012 2,512 96
-------- -------- -------- ------- ------- -------
Total.................. 15,327 10,359 14,174 10,126 6,071 101
-------- -------- -------- ------- ------- -------
Costs and expenses
Content and
development.......... 10,315 6,443 9,775 7,859 5,313 1,287
Sales and marketing.... 8,861 4,937 8,232 3,466 2,119 610
General and
administrative....... 14,170 8,665 12,554 5,411 3,869 4,565
Depreciation and
amortization......... 1,922 844 1,197 472 378 59
-------- -------- -------- ------- ------- -------
Total.................. 35,268 20,889 31,758 17,208 11,679 6,521
-------- -------- -------- ------- ------- -------
Operating loss........... (19,941) (10,530) (17,584) (7,082) (5,608) (6,420)
Interest expense, net.... (15) -- -- -- -- --
-------- -------- -------- ------- ------- -------
Loss before income
taxes.................. (19,956) (10,530) (17,584) (7,082) (5,608) (6,420)
Income tax benefit....... 8,215 4,896 8,177 3,321 2,602 3,005
-------- -------- -------- ------- ------- -------
Net loss................. $(11,741) $ (5,634) $ (9,407) $(3,761) $(3,006) $(3,415)
======== ======== ======== ======= ======= =======
Pro forma loss per
notional share of TCD
stock (1)..............
Basic and diluted......
Pro forma weighted
average notional shares
of TCD stock
outstanding (1)
Basic and diluted......
OTHER DATA:
Capital expenditures..... $ 2,656 $ 2,360 $ 2,796 $ 930 $ 441 $ 1,100
EBITDA (2)............... (18,019) (9,686) (16,387) (6,610) (5,230) (6,361)
Net cash used in
operating activities... (6,632) (4,170) (6,690) (4,628) (2,140) (2,070)
Net cash used in
investing activities... (7,075) (2,360) (2,796) (930) (441) (1,100)
Net cash provided by
financing activities... 13,689 6,533 9,488 4,527 3,352 3,469
BALANCE SHEET DATA (AT
PERIOD END):
Cash and cash
equivalents............ $ 23 $ 41 $ 39 $ 1,070 $ 299
Working capital
(deficit).............. (5,430) (1,879) (964) (839) (1,087)
Total assets............. 41,960 5,918 3,876 2,944 1,454
Total liabilities........ 12,523 4,671 2,710 2,544 1,400
Divisional equity........ 29,437 1,247 1,166 400 54
</TABLE>
- ------------------------------
(1) Pro forma loss per notional share of TCD stock is calculated by dividing net
loss by the pro forma weighted average notional shares of TCD stock
outstanding, which includes shares of TCD stock issuable in respect of NYT's
retained interest in TCD.
(2) "EBITDA" is defined as net loss before net interest expense, income tax
benefit, and depreciation and amortization. EBITDA is presented because it
is a widely accepted indicator of funds available to a business, although it
is not a measure of liquidity or of financial performance under generally
accepted accounting principles. We believe that EBITDA, while providing
useful information, should not be considered in isolation or as an
alternative to net income or cash flows as determined under generally
accepted accounting principles.
31
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF TCD
INVESTORS SHOULD READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH THE
COMBINED FINANCIAL STATEMENTS OF TCD AND THE RELATED NOTES, WHICH APPEAR
ELSEWHERE IN THIS PROSPECTUS.
OVERVIEW
From a financial reporting standpoint, we have separated TCD, our Internet
business division, from NYT, which includes the rest of our businesses and a
retained interest in TCD. We intend TCD stock to track the performance of TCD.
We intend NYT stock to track the performance of NYT.
TCD is a leading online provider of quality news, information and community
through its network of branded websites, the flagship of which is THE NEW YORK
TIMES ON THE WEB (nytimes.com). TCD targets what it refers to as the quality
audience, a worldwide audience of highly educated and affluent individuals who
are united by shared values and interests. TCD offers advertisers the ability to
precisely target the quality audience at premium rates.
TCD's operations, with the exception of Abuzz Technologies, Inc., which was
acquired in July 1999, have been wholly-owned by The Times since their
inception. From 1995 until the creation of TCD in July 1999, each website was
accounted for separately but managed as part of the related print publication.
TCD's network of websites consists of the following:
- nytimes.com, launched in January 1996, currently has more than 10 million
unique registered users and had 90.7 million page views during
December 1999;
- boston.com, launched in October 1995, had 43.0 million page views during
December 1999;
- NYToday.com, launched in June 1998, had 3.7 million page views during
December 1999;
- WineToday.com, launched in July 1998, had 0.7 million page views during
December 1999;
- GolfDigest.com, launched as a preview edition in December 1999, had
0.6 million page views during that month; and
- abuzz.com was launched in January 2000.
The financial statements of TCD contained elsewhere in this prospectus
include allocations for administrative and other expenses incurred by NYT for
services rendered to TCD. While we believe such allocations to be reasonable,
they are not necessarily indicative of, and it is not practical for us to
estimate, the levels of expenses that would have resulted had TCD been operating
as an independent company. TCD has also relied upon NYT to provide financing for
its operations since inception. Therefore, TCD's financial position and cash
flows to date are not necessarily indicative of the financial position and cash
flows that would have resulted had TCD been operating as an independent company.
However, management believes that the level of expenses would not have been
materially different if these services had been provided by third parties.
The provision of services and other matters between TCD and NYT, including
the right to use NYT's trademarks and content on the Internet, will be governed
by license, services and tax sharing agreements, which are described in "Certain
Relationships". These agreements were not in place prior to January 1, 2000.
Nevertheless, in order to prepare financial statements that include charges and
benefits of the types provided for under these agreements, the financial
statements for all periods included in this prospectus reflect charges and
benefits that would have applied if these inter-group agreements had been in
effect during the periods presented.
32
<PAGE>
REVENUE
TCD's revenue consists primarily of advertising revenue, which includes
banner and classified advertising, and other revenue, which includes e-commerce,
archive sales, subscription fees and direct marketing arrangements. For each of
the periods covered by the financial statements of TCD included in this
prospectus, barter revenue was less than 1% of revenue. Advertising is TCD's
most significant source of revenue, and we expect that it will continue to be
the principal source for the foreseeable future. Advertising revenue is derived
principally from arrangements with TCD's customers that provide for a guaranteed
number of impressions. TCD recognizes revenue upon the delivery of a single page
view, or "impression", of an advertisement. Advertising rates vary depending
primarily on the total number of impressions purchased, the length of the
advertiser's commitment, the location of the advertisement, the type of
advertising, and the use of targeting to an advertiser-defined subset of TCD's
users. Advertisers also purchase sponsorship advertising, the pricing of which
is not based on number of impressions but rather on exclusive placement on a
particular area of a website. TCD recognizes sponsorship revenue as earned,
generally over the contract period, and defers recognition of sponsorship
revenue if significant obligations remain outstanding after the contract period.
COSTS AND EXPENSES
CONTENT AND DEVELOPMENT EXPENSES. Content and development expenses include
compensation and other expenses incurred to produce and edit content, as well as
applications and systems maintenance expenses for TCD's websites. NYT provides a
significant portion of TCD's editorial content for which TCD pays NYT a license
fee. For the periods covered by the financial statements of TCD included in this
prospectus, the license fee was 10% of TCD's revenue with no minimum $5.0
million annual payment. Commencing in the year 2000, the license agreement
provides for an annual fee equal to 10% of the first $100.0 million of revenue
and a declining percentage of incremental revenue, with a minimum annual payment
of $5.0 million. The license fee is included in content and development
expenses. Content and development expenses would have been significantly higher
in the periods covered by the financial statements included in this prospectus
if this minimum annual payment had been charged. For additional information
about the license fee and the license agreement, see "Certain Relationships".
SALES AND MARKETING EXPENSES. Sales and marketing expenses consist of
compensation of sales and marketing personnel, research, advertising and
promotion expenses.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
include compensation of administrative personnel and other expenses such as
rent, benefits, and allocations of corporate and other expenses from NYT under
the services agreement. Under the services agreement, NYT provides corporate
support services to TCD. Charges for services that are of the same type that are
provided to units of NYT are determined on the same basis for TCD as for these
units. TCD has the right under the services agreement to obtain services from
third party vendors in the future should it determine that to be advantageous.
DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization
expenses consist principally of depreciation of fixed assets used by TCD to
operate its business. In July 1999, TCD began to record amortization expense
related to the acquisition of Abuzz Technologies. The acquisition resulted in
goodwill of $23.8 million and intangible assets acquired of $7.7 million, both
of which are being amortized over five years.
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INTEREST
NYT did not charge interest on the funding of TCD's operations from TCD's
inception through June 1999. Beginning in July 1999, TCD calculated interest
expense based on the average amount advanced by NYT at an interest rate
equivalent to The Times's own applicable short-term interest rate. After the
offering, TCD anticipates receiving interest income from NYT in respect of the
net proceeds of the offering, which will be temporarily advanced to NYT by TCD,
net of advances from NYT. The Times's short-term interest rate will be used for
all computations.
INCOME TAX BENEFIT
The operating results of TCD are included in the consolidated federal income
tax returns of The Times. Under a tax sharing agreement between The Times and
TCD, TCD will be reimbursed quarterly by The Times for any tax benefits
resulting from the inclusion of TCD in The Times's consolidated tax returns to
the extent The Times is deemed able to utilize them under the tax sharing
agreement. TCD will make quarterly payments to The Times for any tax liability
of The Times resulting from TCD's inclusion in those returns. See "Certain
Relationships" for additional information about the tax sharing agreement.
RESULTS OF OPERATIONS
The following table sets forth certain of TCD's financial results for the
nine months ended September 26, 1999, and September 27, 1998, and for the fiscal
years ended December 27, 1998, December 28, 1997, December 29, 1996.
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEARS ENDED
------------------------------- ------------------------------------------------
SEPTEMBER 26, SEPTEMBER 27, DECEMBER 27, DECEMBER 28, DECEMBER 29,
1999 1998 1998 1997 1996
-------------- -------------- -------------- -------------- --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue
Advertising............................... $ 13,754 $ 8,916 $ 11,227 $ 6,114 $ 3,559
Other..................................... 1,573 1,443 2,947 4,012 2,512
-------- -------- -------- -------- --------
Total..................................... 15,327 10,359 14,174 10,126 6,071
-------- -------- -------- -------- --------
Costs and expenses
Content and development................... 10,315 6,443 9,775 7,859 5,313
Sales and marketing....................... 8,861 4,937 8,232 3,466 2,119
General and administrative................ 14,170 8,665 12,554 5,411 3,869
Depreciation and amortization............. 1,922 844 1,197 472 378
-------- -------- -------- -------- --------
Total..................................... 35,268 20,889 31,758 17,208 11,679
-------- -------- -------- -------- --------
Operating loss.............................. (19,941) (10,530) (17,584) (7,082) (5,608)
Interest expense, net....................... (15) -- -- -- --
-------- -------- -------- -------- --------
Loss before income taxes.................... (19,956) (10,530) (17,584) (7,082) (5,608)
Income tax benefit.......................... 8,215 4,896 8,177 3,321 2,602
-------- -------- -------- -------- --------
Net loss.................................... $(11,741) $ (5,634) $ (9,407) $ (3,761) $ (3,006)
======== ======== ======== ======== ========
OTHER DATA:
EBITDA (1).................................. $(18,019) $ (9,686) $(16,387) $ (6,610) $ (5,230)
Capital expenditures........................ 2,656 2,360 2,796 930 441
Net cash used in operating activities....... (6,632) (4,170) (6,690) (4,628) (2,140)
Net cash used in investing activities....... (7,075) (2,360) (2,796) (930) (441)
Net cash provided by financing activities... 13,689 6,533 9,488 4,527 3,352
</TABLE>
- ------------------------------
(1) "EBITDA" is defined as net loss before net interest expense, income tax
benefit, and depreciation and amortization. EBITDA is presented because it
is a widely accepted indicator of funds available to a business, although it
is not a measure of liquidity or of financial performance under generally
accepted accounting principles. We believe that EBITDA, while providing
useful information, should not be considered in isolation or as an
alternative to net income or cash flows as determined under generally
accepted accounting principles.
34
<PAGE>
The following table sets forth the foregoing amounts as a percentage of
revenue.
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEARS ENDED
------------------------------- ------------------------------------------------
SEPTEMBER 26, SEPTEMBER 27, DECEMBER 27, DECEMBER 28, DECEMBER 29,
1999 1998 1998 1997 1996
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Revenue
Advertising................... 90% 86% 79% 60% 59%
Other......................... 10 14 21 40 41
-------- -------- -------- -------- --------
Total......................... 100 100 100 100 100
-------- -------- -------- -------- --------
Costs and expenses
Content and development....... 67 62 69 78 88
Sales and marketing........... 58 48 58 34 35
General and administrative.... 92 84 89 53 64
Depreciation and
amortization................ 13 8 8 5 6
-------- -------- -------- -------- --------
Total......................... 230 202 224 170 193
-------- -------- -------- -------- --------
Operating loss.................. (130) (102) (124) (70) (93)
Interest expense, net........... -- -- -- -- --
-------- -------- -------- -------- --------
Loss before income taxes........ (130) (102) (124) (70) (93)
Income tax benefit.............. 53 48 58 33 43
-------- -------- -------- -------- --------
Net loss........................ (77) (54) (66) (37) (50)
======== ======== ======== ======== ========
</TABLE>
NINE MONTHS ENDED SEPTEMBER 26, 1999, COMPARED TO NINE MONTHS ENDED
SEPTEMBER 27, 1998
REVENUE
Revenue was $15.3 million for the nine months ended September 26, 1999,
compared to $10.4 million for the comparable period of 1998. The $4.9 million
increase was primarily due to higher banner and sponsorship advertising volume
and new advertising accounts. Advertising revenue accounted for 90% of TCD's
total revenue for the nine months ended September 26, 1999, compared to 86% of
revenue for the comparable period of 1998. Other revenue was 10% of total
revenue for the nine months ended September 26, 1999, compared to 14% of total
revenue for the comparable period of 1998. Advertising revenue for the nine
months ended September 26, 1999, increased 54% from the comparable period of
1998. Other revenue for the nine months ended September 26, 1999, increased 9%
from the comparable period of 1998 primarily due to increased e-commerce
revenue.
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<PAGE>
COSTS AND EXPENSES
CONTENT AND DEVELOPMENT EXPENSES. Content and development expenses were
$10.3 million, or 67% of revenue, for the nine months ended September 26, 1999,
compared to $6.4 million, or 62% of revenue, for the comparable period of 1998.
The $3.9 million increase was primarily due to higher compensation and related
expenses, higher license fees resulting from an increase in revenue, and higher
systems and product development expenses.
SALES AND MARKETING EXPENSES. Sales and marketing expenses were
$8.9 million, or 58% of revenue, for the nine months ended September 26, 1999,
compared to $4.9 million, or 48% of revenue, for the comparable period of 1998.
The $4.0 million increase resulted primarily from increased sales staff and
compensation.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
were $14.2 million, or 92% of revenue, for the nine months ended September 26,
1999, compared to $8.7 million, or 84% of revenue, for the comparable period of
1998. The $5.5 million increase was primarily due to increased staffing and
compensation expense, a portion of which resulted from the acquisition of Abuzz
Technologies in July 1999. General and administrative expenses for the nine
months ended September 26, 1999, included $2.3 million of allocated expenses
from NYT, compared to $1.5 million for the comparable period of 1998.
DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization
expenses were $1.9 million, or 13% of revenue, for the nine months ended
September 26, 1999, compared to $0.8 million, or 8% of revenue, for the
comparable period of 1998. The $1.1 million increase was primarily due to the
amortization expense related to the acquisition of Abuzz Technologies in
July 1999.
OPERATING LOSSES
Operating losses were $19.9 million for the nine months ended September 26,
1999, compared to $10.5 million for the comparable period of 1998. The
$9.4 million increase in operating losses was the result of increases in all
categories of costs and expenses, which were partially offset by higher revenue.
INCOME TAX BENEFIT
Income tax benefit was $8.2 million for the nine months ended September 26,
1999, compared to $4.9 million for the comparable period of 1998. The
$3.3 million increase resulted from increased operating losses.
NET LOSSES
Net losses were $11.7 million for the nine months ended September 26, 1999,
compared to $5.6 million for the comparable period of 1998. The $6.1 million
increase in net losses was due to increased operating losses, for the reasons
discussed above, which were partially offset by the increased income tax
benefit.
EBITDA
EBITDA was $(18.0) million for the nine months ended September 26, 1999,
compared to $(9.7) million for the comparable period of 1998. This change
resulted from increases in costs and expenses, partially offset by higher
revenue.
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<PAGE>
FISCAL YEAR ENDED DECEMBER 27, 1998, COMPARED TO FISCAL YEAR ENDED DECEMBER 28,
1997
REVENUE
Revenue was $14.2 million for fiscal 1998, compared to $10.1 million for
fiscal 1997. The $4.1 million increase was primarily due to higher banner and
sponsorship advertising volume and new advertising accounts. Advertising revenue
accounted for 79% of TCD's total revenue for fiscal 1998 and 60% for fiscal
1997, while other revenue was 21% of total revenue for fiscal 1998 and 40% for
fiscal 1997. Advertising revenue for fiscal 1998 increased 84% from fiscal 1997,
primarily due to new advertising accounts, and increased volume from existing
accounts. Other revenue for fiscal 1998 declined 27% from fiscal 1997, primarily
due to a change in the terms of TCD's contracts with America Online and
Barnes & Noble, as well as the discontinuation of nytimes.com's international
subscription fees in July 1998.
COSTS AND EXPENSES
CONTENT AND DEVELOPMENT EXPENSES. Content and development expenses were
$9.8 million, or 69% of revenue, for fiscal 1998, compared to $7.9 million, or
78% of revenue, for fiscal 1997. The $1.9 million increase was primarily due to
higher compensation and related expenses, and higher license fees as a result of
an increase in revenue. Content and development expenses included $1.4 million
of fees under the license agreement for fiscal 1998, compared to $1.0 million
for fiscal 1997.
SALES AND MARKETING EXPENSES. Sales and marketing expenses were
$8.2 million, or 58% of revenue, for fiscal 1998, compared to $3.5 million, or
34% of revenue, for fiscal 1997. The $4.7 million increase was primarily due to
higher sales force compensation costs, an increased number of sales and sales
support staff, and increased promotion expenses for the launch of NYToday.com.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
were $12.6 million, or 89% of revenue, for fiscal 1998, compared to
$5.4 million, or 53% of revenue, for fiscal 1997. The $7.2 million increase was
primarily due to increased benefits, increased staffing and a one-time
$0.8 million charge in connection with vacating NYToday.com's office space in
order to consolidate New York operations in one location. General and
administrative expenses also included $1.5 million of allocated expenses for
fiscal 1998, up from $1.0 million for fiscal 1997. These expenses are allocated
by NYT for services provided to TCD under the services agreement.
DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization
expenses were $1.2 million, or 8% of revenue, for fiscal 1998, compared to
$0.5 million, or 5% of revenue, for fiscal 1997. The $0.7 million increase was
primarily due to a $0.5 million charge for leasehold improvements for the
vacated NYToday.com office space.
OPERATING LOSSES
Operating losses were $17.6 million for fiscal 1998, compared to $7.1
million for fiscal 1997. The $10.5 million increase in operating losses was the
result of increases in all categories of costs and expenses and a decrease in
other revenue, which were partially offset by higher advertising revenue.
INCOME TAX BENEFIT
Income tax benefit was $8.2 million for fiscal 1998, compared to
$3.3 million for fiscal 1997. The $4.9 million increase resulted from increased
operating losses.
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<PAGE>
NET LOSSES
Net losses for fiscal 1998 were $9.4 million, compared to $3.8 million for
fiscal 1997. The $5.6 million increase in net losses was due to increased
operating losses, for the reasons discussed above, partially offset by the
increased income tax benefit.
EBITDA
EBITDA was $(16.4) million for fiscal 1998, compared to $(6.6) million for
fiscal 1997. This change was primarily due to increased costs and expenses,
partially offset by increased revenue.
FISCAL YEAR ENDED DECEMBER 28, 1997, COMPARED TO FISCAL YEAR ENDED DECEMBER 29,
1996
REVENUE
Revenue was $10.1 million for fiscal 1997, compared to $6.1 million for
fiscal 1996. The $4.0 million increase was primarily due to higher banner and
sponsorship advertising volume and new advertising accounts. Advertising revenue
accounted for 60% of TCD's total revenue for fiscal 1997 and 59% for fiscal
1996, while other revenue was 40% of total revenue for fiscal 1997 and 41% for
fiscal 1996. Advertising revenue for fiscal 1997 increased 72% from advertising
revenue for fiscal 1996 primarily due to new advertising accounts and increased
volume from existing accounts. Other revenue for fiscal 1997 increased 60% from
fiscal 1996, primarily due to increased subscription and e-commerce revenue.
COSTS AND EXPENSES
CONTENT AND DEVELOPMENT EXPENSES. Content and development expenses were
$7.9 million, or 78% of revenue, for fiscal 1997, compared to $5.3 million, or
88% of revenue, for fiscal 1996. The $2.6 million increase was primarily due to
higher compensation and related expenses as well as higher license fees
resulting from an increase in revenue. Content and development expenses included
$1.0 million of fees under the license agreement for fiscal 1997, compared to
$0.6 million for fiscal year 1996.
SALES AND MARKETING EXPENSES. Sales and marketing expenses were
$3.5 million, or 34% of revenue, for fiscal 1997, compared to $2.1 million, or
35% of revenue, for fiscal 1996. The $1.4 million increase resulted primarily
from increased sales staff and compensation.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
were $5.4 million, or 53% of revenue, for fiscal 1997, compared to
$3.9 million, or 64% of revenue, for fiscal 1996. The $1.5 million increase was
primarily due to increased staffing, compensation and benefits expense. General
and administrative expenses for fiscal 1997 included $1.0 million of allocated
expenses from NYT, compared to $0.7 million for fiscal 1996.
DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization
expenses were $0.5 million, or 5% of revenue, for fiscal 1997, compared to
$0.4 million, or 6% of revenue, for fiscal 1996.
OPERATING LOSSES
Operating losses were $7.1 million for fiscal 1997, compared to $5.6 million
for fiscal 1996. The $1.5 million increase in operating losses resulted from
increases in all categories of costs and expenses, which were partially offset
by higher revenue.
38
<PAGE>
INCOME TAX BENEFIT
Income tax benefit was $3.3 million for fiscal 1997, compared to
$2.6 million for fiscal 1996. The $0.7 million increase was due to increased
operating losses.
NET LOSSES
Net losses for fiscal 1997 were $3.8 million, compared to $3.0 million for
fiscal 1996. The $0.8 million increase resulted from increased operating losses,
which were partially offset by the increased income tax benefit.
EBITDA
EBITDA was $(6.6) million for fiscal 1997, compared to $(5.2) million for
fiscal 1996. This change was primarily due to increased costs and expenses,
partially offset by increased revenue.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $6.6 million for the nine months
ended September 26, 1999, compared to $4.2 million for the comparable period in
1998. The $2.4 million increase was primarily due to increased operating losses.
Net cash used in investing activities was $7.1 million for the nine month period
ended September 26, 1999, compared to $2.4 million for the comparable period in
1998. The $4.7 million increase was primarily due to higher capital expenditures
and the acquisition of Abuzz Technologies in July 1999. Net cash provided by
financing activities was $13.7 million for the nine month period ended
September 26, 1999, compared to $6.5 million for the comparable period in 1998.
The $7.2 million increase is primarily due to financing from NYT.
Capital expenditures for the nine months ended September 26, 1999, were
$2.7 million. TCD expects capital expenditures to be between $20 million and
$30 million in 2000. Principal planned capital projects include augmenting TCD's
centralized technical infrastructure and providing sufficient capacity for
current and projected user growth at its websites.
TCD's future cash requirements will depend on numerous factors, including:
- the rate of market acceptance and growth of TCD's online offerings;
- the ability of TCD to expand its customer base;
- the cost of upgrades and purchases of new equipment; and
- the level of expenditures for sales, marketing and advertising.
TCD currently relies upon The Times for financing capital expenditures and
cash required for operations. NYT funds TCD's cash disbursement accounts and
sweeps TCD's cash receipts accounts on a daily basis. Net cash advances to TCD
bear interest at The Times's short-term interest rate, and are recorded in the
Due to NYT account. Upon completion of this offering, TCD will advance the net
proceeds to NYT, resulting in a positive inter-group account and interest income
to TCD from NYT. TCD will fund its immediate cash need by drawing against this
Due from NYT Account. Thereafter, TCD's access to cash for future needs will be
subject to the policies described under "Tracking Stock Policies and Capital
Stock Committee".
YEAR 2000
TCD has completed implementation of its year 2000 remediation plan on a
timely basis, and such remediation plan as implemented addresses all mission
critical systems. We are not aware of any adverse effects of year 2000 issues on
TCD, including its systems and operations.
39
<PAGE>
BUSINESS OF TCD
INDUSTRY BACKGROUND
The Internet is a significant global communications medium, enabling
millions of people to share information and conduct business electronically, and
providing advertisers and merchants with an attractive means of marketing and
selling their products and services. International Data Corporation, a leading
industry research company, estimates that the number of Internet users worldwide
will grow from approximately 196 million at the end of 1999 to approximately
502 million at the end of 2003, a compound annual growth rate of approximately
27%. Major factors driving this growth include the increasing number of personal
computers in homes and offices, the ease, speed and lower cost of Internet
access and improvements in network infrastructure.
As the Internet grows, its value to advertisers and merchants can be
expected to increase as a result of:
- the attractive demographic profile of Internet users;
- the interactive nature of the medium;
- the ability to direct offerings to targeted user groups;
- the ability to efficiently measure the success of targeted advertising;
and
- the escalating value of goods and services sold online.
ADVERTISING AND COMMERCE
We believe the Internet has the potential to allow advertisers to build
valuable customer relationships through targeted advertising and sales
campaigns. Forrester Research, a leading industry research company, estimates
worldwide advertising spending on the Internet exceeded $3.3 billion in 1999 and
will reach more than $33.0 billion by 2003, a compound annual growth rate of
approximately 86%. We believe advertisers will continue to pay a premium for
targeted access to affluent users, and that sources of this access are currently
limited.
The Internet also provides an efficient means for merchants to sell their
products and services directly to consumers. Internet transactions are expected
to increase as online transaction processing technology improves, consumers
become more accustomed to purchasing online and fulfillment systems become more
reliable. International Data Corporation estimates that the total value of
products and services sold over the Internet will increase from approximately
$111.4 billion in 1999 to approximately $1.3 trillion in 2003, a compound annual
growth rate of approximately 85%. We expect merchants will also pay a premium
for targeted access to affluent users.
CONTENT
We expect people increasingly to rely on the Internet as an important source
of news and information. The Internet provides an efficient medium for the
delivery of continuously updated original content and, we believe, is becoming
an important means by which individuals share opinions and ideas. Although
content providers can reach large audiences through traditional media, their
distribution is often limited by geography and they do not provide for
interaction among the information providers and members of the audience. By
comparison, the Internet allows users to rapidly access, search and interact
with a rich repository of content, regardless of location. The Internet also
permits users to interact with each other and with the information provider. As
a result, numerous traditional information sources, such as newspapers,
magazines and broadcasters, are turning to the Internet to meet their audiences'
demand for timely and relevant information and for interactivity.
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<PAGE>
UTILITY
International Data Corporation estimates that on average 4.2 million new web
pages will be added to the Internet every day during 2000. As the Internet
grows, people using conventional search and directory products are finding that
locating a useful and authoritative source of information is increasingly
difficult. While better and faster search engines begin to address this
difficulty, we believe the promise of the Internet will only be fulfilled
through the emergence of branded destinations that are authoritative and trusted
sources of relevant information, products and services. We also believe that
more direct and personal means of interacting will improve the utility of these
sources. In this regard, a new class of applications has emerged that allows
Internet users to tap the subjective knowledge of the online community thereby
encouraging greater usage. This will, in turn, make the Internet more useful to
consumers and valuable to advertisers and e-commerce merchants.
THE TCD ADVANTAGE
TCD is a leading online provider of quality news, information and community
through its network of branded websites, the flagship of which is THE NEW YORK
TIMES ON THE WEB (nytimes.com). TCD targets what it refers to as the quality
audience, a worldwide audience of highly educated and affluent individuals who
are united by shared values and interests. TCD offers advertisers the ability to
precisely target the quality audience at premium rates. TCD's websites attracted
in excess of 138 million page views in December 1999.
Each of TCD's websites is positioned to be a category leader. In December
1999, nytimes.com had approximately 90.7 million page views. In that month, the
average nytimes.com user spent 36.4 minutes on the site, according to Media
Metrix. Nytimes.com has over 10 million unique registered users, and is
currently adding over 400,000 new registered users per month. NYToday.com, a
daily guide to life in New York City, and The New York Times Learning Network, a
key Internet resource for teachers, parents and students, are each brand
extensions created by nytimes.com. Boston.com was one of the most visited
regional portals in the United States in the fourth quarter of 1999, according
to Media Metrix. GolfDigest.com and WineToday.com, two special interest sites,
are well positioned to play leading roles in the lucrative golf and wine
markets. TCD's proprietary ABUZZ technology, deployed on abuzz.com and on each
of the websites across the network, facilitates interaction and fosters
community among users.
QUALITY AUDIENCE
TCD directs its Internet offerings to what it believes is one of the most
valuable user bases on the Internet: the quality audience. Drawing upon
extensive research conducted by THE NEW YORK TIMES to understand its potential
audience, we define the quality audience by a set of behavioral attributes.
These include a respect for knowledge and lifelong learning, a global
perspective on news and finance, a curiosity about science and technology, a
love of travel and an appreciation for culture and the arts. This audience has
an affinity for other like-minded individuals based not on geography but on
shared values and interests. This research estimates that 40 million adults in
the United States share these attributes, and we believe there are significantly
more worldwide. While TCD targets the quality audience in the United States and
abroad, we believe TCD's websites appeal to a much broader audience.
Although the quality audience is not defined by rigid demographic criteria,
its members tend to be affluent and highly educated. For example, according to
data contained in @plan's Winter 2000 Release, a nytimes.com registered user is
65% more likely than the average United States Internet user to have an annual
income in excess of $150,000 and 62% more likely to have a post-graduate degree.
As THE NEW YORK TIMES has demonstrated over many years, advertisers value the
quality
41
<PAGE>
audience and are willing to pay premium prices to reach it. TCD offers
advertisers and e-commerce merchants the ability to precisely target
advertiser-defined subsets of this quality audience.
QUALITY BRANDS
TCD brings to the Internet established and powerful brands that are leaders
in their respective categories and target demographics. Our brands, THE NEW YORK
TIMES, THE BOSTON GLOBE and GOLF DIGEST, have been built through decades of
investment and promotion, and each will continue to be supported by NYT's
reporters, editors and infrastructure. TCD is building and extending these print
brands into well-recognized Internet brands.
The powerful draw of TCD's brands is demonstrated by its flagship website,
nytimes.com. THE NEW YORK TIMES is among the best-known and most widely
respected news and information brands in the world. THE NEW YORK TIMES has won
79 Pulitzer Prizes, far more than any other publication. We believe no other
publication can match the quality audience which turns to THE NEW YORK TIMES
daily for information. With limited promotion by TCD, the powerful NEW YORK
TIMES brand has attracted over 10 million unique registered users to
nytimes.com, with new registrations currently exceeding 400,000 users per month.
QUALITY CONTENT
TCD believes that the most effective way to attract and retain the quality
audience is to offer dynamic, quality content, adapted and customized for
Internet use. TCD draws upon the extensive content creating capabilities of NYT
for quality news and information over a wide range of general and special
interest areas. For example, the THE NEW YORK TIMES's newsroom employs
approximately 1,300 full-time editors, reporters and other staff, and THE BOSTON
GLOBE's newsroom employs approximately 525. TCD also has the right to offer on
the Internet the extensive text and photo archives of NYT's publications.
TCD's newsrooms are staffed with 82 full-time employees who edit and
customize this content for its online audience. TCD exploits the flexibility of
the Internet to enhance the material with additional text and photos, as well as
video and audio content, and updates breaking news throughout the day. For
example, in special interest areas, such as golf and wine, prominent
personalities and leading experts generate original content and interact with
users.
QUALITY NETWORK
TCD is using its valuable assets to build and sustain a quality network.
These assets include not only respected brands and content, but sophisticated
technologies that can lead the quality audience to coalesce into a true online
community. We believe the ABUZZ technology will be an important unifying element
of TCD's network of owned and affiliated websites and its quality audience. In
addition, TCD intends to deploy a toolbar that will enable users to easily
navigate across its network of websites and an instant messenger product that
will enable users to communicate with each other and to receive news updates in
subject areas of their choosing. By facilitating user interaction across the
websites, these applications will foster the community building potential of the
quality network. This in turn should enhance TCD's ability to collect more
detailed information in its database and to offer more precise targeting
opportunities to advertisers and e-commerce merchants.
TCD intends to expand its current network of websites by entering into
relationships with third party websites whose content complements TCD's owned
and operated websites. TCD believes that offering access to complementary sites
will better serve the quality audience and result in increased traffic and
advertising opportunities for TCD's owned and operated websites.
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<PAGE>
RELATIONSHIP WITH NYT
TCD benefits from its relationship with NYT in many ways beyond having
Internet rights to NYT's powerful print brands and quality content. Augmenting
TCD's own 88 person full-time sales force are the large and successful
advertising sales forces of NYT's publications. NYT's sales forces receive
commissions for sales of TCD's online advertising inventory. NYT has established
strong relationships with high-end advertisers who are increasingly turning to
the Internet for advertising opportunities. The classified advertising
operations of THE NEW YORK TIMES and THE BOSTON GLOBE provide TCD with
additional content and revenue opportunities.
As a division of The Times, TCD benefits from the greater purchasing power
of The Times, and will not need to make significant investments in building its
own treasury, accounting, human resource and legal capabilities.
TCD'S STRATEGY
TCD's objective is to be the Internet's quality network by attracting and
retaining the quality audience, serving more of the information needs of this
audience and fostering community building within it. We believe that TCD will
continue to be a preferred means for advertisers and merchants to reach this
audience.
TCD's strategy to achieve this objective includes the following key
elements:
EXPAND ITS USER BASE
INCREASE ADVERTISING AND PROMOTION. TCD intends to launch an extensive
media campaign promoting its brands. Despite limited promotion by TCD, TCD's
websites recorded more than 138 million page views in December 1999. We expect
that an aggressive marketing and distribution program will result in greater
penetration of the quality audience and an increased user base.
POSITION THE BRANDS. TCD intends to differentiate its online brands by
emphasizing the distinctive and enhanced elements of its online offerings to
potential users. For example, nytimes.com will emphasize its greatly expanded
continuous news presence and special features like the daily "Political Points"
live webcast featuring political campaign news and interviews provided in
combination with ABC News. GolfDigest.com will build its brand on the
personalization capabilities of its newly redesigned website.
EXTEND EXISTING BRANDS. TCD intends to continue to develop valuable
Internet brands from its current portfolio as well as from other NYT assets.
Boston.com, NYToday.com, and WineToday.com were all new brands developed
specifically for the Internet by leveraging existing NYT assets.
DEEPEN THE USER RELATIONSHIP
ADAPT NYT CONTENT FOR INTERNET USERS. TCD intends to use the capabilities
of the Internet to adapt and improve NYT's content to better serve the needs of
the quality audience. In this way, TCD strives to increase the usage of its
websites by its users. TCD is making significant investments that will
strengthen its ability to edit, supplement and enhance the content, as well as
to generate original material. For example, nytimes.com intends to expand its
coverage in its popular technology, business and books categories. TCD intends
to offer users the ability to personalize the manner in which they access the
content of the websites.
BUILD COMMUNITY. TCD intends to continue to offer applications designed to
facilitate interaction and build community among its users. The ABUZZ
application connects users with questions to users likely to have answers,
resulting in valuable content that is made available to all users of TCD's
websites. By allowing TCD users to share information with one another, ABUZZ
helps
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bind TCD's audience together. In addition, TCD intends to expand its forums,
which will allow users to post comments in response to articles and features,
and to introduce applications to enable users to easily navigate its network,
communicate with each other and receive news updates in subject areas of their
choosing. These applications deepen the relationship users have with TCD and
with one another, encouraging them to spend more time on TCD's websites.
BUILD STRATEGIC ALLIANCES AND EXPLORE ACQUISITIONS. TCD intends to pursue
strategic alliances and possible acquisitions of entities offering high quality
content or applications which will enhance its quality network. Alliances, such
as TCD's joint newsroom with TheStreet.com and its joint production of the
"Political Points" live webcast with ABC News, provide an efficient means for
TCD to quickly and effectively expand the breadth and depth of its network
offerings, thereby lengthening the time users spend on the network's websites.
REALIZE THE VALUE OF THE NETWORK
INCREASE VALUE OF ADVERTISING INVENTORY. TCD seeks to deliver
advertisements to a more highly targeted audience, resulting in more effective
advertising campaigns and enabling TCD to charge higher rates. As TCD's audience
increases in size and spends more time on TCD's quality network, TCD will have
greater opportunities to assemble more detailed demographic and usage
information in its database and offer even more precise targeting opportunities
to advertisers and e-commerce merchants. TCD intends to enhance its targeting
capabilities through continued investment in sophisticated technology.
Furthermore, we believe that as TCD increases the breadth of its sites' subject
areas, such as wine, books, golf and travel, the sale of targeted advertising
will increase.
DIVERSIFY REVENUE STREAMS. TCD offers advertisers and merchants many
diverse ways of accessing its audience. TCD intends to complement traditional
advertising revenue with revenue from e-mail based permission marketing;
commissions on merchants' e-commerce sales; broader e-commerce relationships,
such as WineToday.com's relationship with Wineshopper.com; and online classified
advertising. TCD also believes there may be opportunities to expand the online
sales of NYT's archived text and photos as well as various other products.
MAXIMIZE VALUE OF RELATIONSHIP WITH NYT. TCD intends to take steps to
further benefit from its relationship with NYT. TCD will continue to offer
incentives to NYT's advertising sales force to sell online advertising, promote
TCD's brands in NYT's publications and explore opportunities to build valuable
online brands from NYT's existing assets.
TCD'S BUSINESS MODEL
TCD's business model is based on the following revenue streams:
HIGH VALUE TARGETED ADVERTISING AND SPONSORSHIPS
Advertising opportunities range from simple static banners that appear at
the top and bottom of a web page to more complex advertisements that use
animation and allow users to interact with the advertisements. Sponsorship
opportunities include branding efforts, promotions, direct response campaigns
and links to commercial sites. With its custom targeting and advertisement
delivery solutions, TCD is able to target advertising on nytimes.com based on
demographics such as age, gender, geographic location, interests and avocations,
and prior activity on nytimes.com. A limited degree of targeting based on usage
and voluntary registration is also offered by TCD's other websites.
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E-COMMERCE AFFILIATIONS
TCD's websites offer valuable positioning placements for e-commerce
merchants. TCD receives fees for these links and advertisements, and generally
receives a share of the revenue from sales to users of TCD sites. We believe
that TCD's special interest areas across the network, such as wine, golf, books
and travel, will continue to be particularly attractive to e-commerce merchants.
CLASSIFIEDS
TCD has the exclusive online distribution rights for the classified listings
of THE NEW YORK TIMES and THE BOSTON GLOBE, as well as all direct and ancillary
revenue attributed to the placement of classifieds online. TCD is able to
leverage the sophisticated classified systems in place at both newspapers. When
classified advertisers place an order with either of the newspapers, they are
given the opportunity to place their listings online for an additional charge.
In addition, THE NEW YORK TIMES's call center has the ability to take
online-only classified listings. TCD is also leveraging the productive
classified advertising sales teams and the extensive classified advertising
agency relationships that exist at both THE NEW YORK TIMES and THE BOSTON GLOBE.
The print sales teams can offer an array of valuable online classified products
and services to their existing client base. To motivate the print sales teams to
make online classified sales, TCD pays commissions on these sales.
E-MAIL BASED PERMISSION MARKETING
Advertisers pay TCD to deliver their messages directly through e-mail. We
believe e-mail marketing delivers high response rates and high returns on
investment for direct marketers. Through its database marketing model, TCD is
positioned to benefit from the rapid growth of direct marketing on the Internet,
a category we expect to become a significant portion of Internet advertisement
spending. At the point of registration on nytimes.com, users are asked if they
would like to receive editorial messages from TCD and marketing messages from
nytimes.com's advertisers. Approximately 58% of nytimes.com's registered users
agree to receive editorial messages, which contain advertising, and
approximately 21% agree to receive advertisers' messages. TCD protects the
privacy of its users and does not provide their e-mail addresses to advertisers.
Users will not receive editorial or marketing messages unless they so choose.
ARCHIVE SALES
TCD manages NYT's existing business of selling electronic access to the text
archives of THE NEW YORK TIMES and THE BOSTON GLOBE in the business market
through resellers such as Lexis/ Nexis and Dow Jones Information Services. TCD
receives a management fee from NYT equal to 5% of these archive sales. In
addition, TCD receives revenue from its own sale and delivery of electronic
access to NYT's extensive text and photo archives.
OTHER
TCD also earns revenue from several other sources, including the sale of
branded products online and subscription fees for nytimes.com's crossword
puzzles.
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THE TCD NETWORK WEBSITES
The following describes TCD's websites.
<TABLE>
<C> <S>
Exclusive Internet access to the complete contents of THE
[LOGO] NEW YORK TIMES, plus enhanced features, regularly updated
breaking news and The New York Times Learning Network
Information concerning life in New York City, including
[LOGO] neighborhood news, classifieds and entertainment and
restaurant reviews and listings
Information concerning Boston and New England and
[LOGO] featuring exclusive Internet access to the complete
contents of THE BOSTON GLOBE
News and information about wine, including a searchable
[LOGO] database containing expert tastings of over 5,000 wines
from around the world
News, features and instructional information for golfers
[LOGO] featuring exclusive Internet access to the complete
contents of GOLF DIGEST, GOLF WORLD and GOLF DIGEST WOMAN
Community-building question and answer website featuring
[LOGO] the ABUZZ technology
</TABLE>
RECENT TCD WEBSITE STATISTICS
The following table presents the page views, visits and average minutes per
visit for each of TCD's websites for the periods indicated. A "page view"
represents a user accessing a single page of a website. A "visit" represents a
user accessing the website regardless of the number of page views. The "average
minutes per visitor" represents the average total number of minutes spent on the
site during the period by each visitor. The data on page views and visits have
been developed by TCD. The data on average minutes per visitor have been
provided by Media Metrix for nytimes.com and boston.com, but are not available
for TCD's other websites.
<TABLE>
<CAPTION>
SEPTEMBER 1999 OCTOBER 1999 NOVEMBER 1999 DECEMBER 1999
-------------- ------------ ------------- -------------
(IN THOUSANDS, EXCEPT MINUTES)
<S> <C> <C> <C> <C>
Page views
nytimes.com...................... 92,368 90,689 91,630 90,731
NYToday.com...................... 3,991 4,237 3,872 3,704
boston.com....................... 37,092 37,966 34,641 43,000
WineToday.com.................... 384 665 555 690
GolfDigest.com................... 542 551 577 578
------- ------- ------- -------
Total........................ 134,377 134,108 131,275 138,703
======= ======= ======= =======
Visits
nytimes.com...................... 13,318 15,233 14,683 14,428
NYToday.com...................... 563 585 785 940
boston.com....................... 5,429 5,685 5,535 5,769
WineToday.com.................... 142 190 160 174
GolfDigest.com................... 143 151 156 170
------- ------- ------- -------
Total........................ 19,595 21,844 21,319 21,481
======= ======= ======= =======
Average minutes per visitor
nytimes.com...................... 19.4 21.6 23.1 36.4
boston.com....................... 11.2 10.2 12.1 8.0
</TABLE>
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NYTIMES.COM
With over 10 million unique registered users, nytimes.com has the largest
registered database of any news and information service on the Internet.
Nytimes.com contains the complete daily and Sunday contents of THE NEW YORK
TIMES, as well as news updates throughout the day and additional high quality
material, particularly in the areas of technology and books. Nytimes.com takes
full advantage of the online medium, enhancing important news articles with
audio or video and providing other web-exclusive features. In the books section,
users can enjoy audio interviews with and readings by dozens of authors, browse
the first chapters of hundreds of books, and read virtually any book review
printed by THE NEW YORK TIMES in the last two decades. In the technology
section, a team of columnists and reporters creates a technology report that
appears exclusively on nytimes.com.
Users can download articles of interest from the vast archives of THE NEW
YORK TIMES for a fee. Nytimes.com also includes The New York Times Learning
Network, a key Internet resource for teachers, parents and students in grades
3-12. Major advertisers on the site include Compaq, IBM, Microsoft,
Hewlett-Packard and Ford.
Nytimes.com is offered free of charge to registered users. To register, a
user must provide TCD with his or her age range, gender, zip code and e-mail
address. In addition, users are asked whether they choose to receive by e-mail
editorial messages from TCD and marketing messages from advertisers and are
asked (but not required) to provide their annual net income range. In addition,
the Decision Support System, or DSS, collects further data regarding a user upon
each visit to the website. See "Decision Support System" for a more detailed
description of the DSS. Within clearly articulated privacy constraints, TCD
utilizes this information to offer advertisers and e-commerce merchants the
opportunity to specifically target selected sub-groups of the user base. For
example, an advertiser may wish to limit its message to residents of specific
zip codes, specific age groups or other groups. Approximately 75% of advertisers
use targeted advertising capabilities.
According to data contained in @plan's Winter 2000 Release, compared to the
average United States Internet user, a nytimes.com user is:
- 65% more likely to earn in excess of $150,000 per year;
- 62% more likely to have a post-graduate degree;
- 39% more likely to have purchased online in the last 30 days; and
- 48% more likely to have been online every day in the last 30 days.
NYTODAY.COM
NYToday.com is a daily guide to life in New York City that is of interest to
both residents and visitors. The website's focus is arts and entertainment,
restaurants, classifieds and neighborhood news and information. TCD is expanding
the site to emphasize news and features about the city and region, and offer an
expanded real estate section.
The site currently features a searchable database of over five years of
restaurant reviews from THE NEW YORK TIMES, plus more than 1,500 restaurant
write-ups by THE NEW YORK TIMES's current and former critics Ruth Reichl,
William Grimes and Eric Asimov that appear exclusively on NYToday.com, with new
restaurants added monthly. The movies, theater, television, nightlife, art and
sports sections offer previews of hundreds of events each week, along with
reviews and features by THE NEW YORK TIMES'S critics and reporters. News from
THE NEW YORK TIMES about the entire New York region appears daily. A hotel guide
offers reviews of approximately 250 hotels in the city, while the Getaways
section features content from the THE NEW YORK TIMES'S Travel section and an
extensive database on travel in the Mid-Atlantic region and New England.
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The Real Estate, Automotive and Help Wanted Classifieds from THE NEW YORK
TIMES, along with online-only classifieds, run on NYToday.com. Advertisers can
buy banner and other forms of display ads, as well as listings in the site's
Marketplace section to promote sales and special events. NYToday.com offers
users online shopping and home-delivery services through partnerships with
providers. The ABUZZ application has been available on this site since
September 1999 allowing users to interact with each other. Major advertisers on
the site include J&R Music, and real estate brokers Brown Harris Stevens and
Douglas Elliman.com.
According to data contained in @plan's Winter 2000 Release, compared to the
average United States Internet user, a NYToday.com's user is:
- 30% more likely to earn in excess of $150,000 per year;
- 29% more likely to have a post-graduate degree;
- 37% more likely to have purchased online in the last 30 days; and
- 72% more likely to have been online every day in the last 30 days.
BOSTON.COM
Boston.com is a regional portal for New England anchored by the complete
daily content of THE BOSTON GLOBE. Boston.com is updated continuously throughout
the day with breaking news, and current traffic and weather reports. Launched in
October 1995, the site presents comprehensive information about arts,
entertainment, travel and shopping in New England. The site also features
exclusive content from other respected New England media and institutions,
including BOSTON MAGAZINE, the Boston Museum of Fine Arts, and New England Cable
News.
According to Media Metrix, boston.com was one of the most visited regional
portals in the United States in the third quarter of 1999 and had a reach during
that quarter of nearly 21%. For this purpose, reach is defined by Media Metrix
as the percentage of Internet users in the Boston market that viewed the site in
any given month during a specified quarter.
Boston.com enhances its offerings with features such as local auctions and
an MP3 site where more than 400 local bands have uploaded clips of their music.
The ABUZZ application has been available on the site since September 1999,
allowing users to interact with each other. The most recent addition to
boston.com's content offerings is Digitalmass.com, a site dedicated to coverage
of New England's vibrant Internet industry.
The site includes online classifieds from THE BOSTON GLOBE and exclusive
online listings in the automotive, real estate and help wanted areas. Help
Wanted listings from THE BOSTON GLOBE are posted on boston.com for an additional
fee paid by the advertiser. In addition, boston.com sells online-only postings.
Boston.com offers customizable sponsorship packages with options such as
fixed positioning in targeted sections, banner advertisements, e-mail
advertising and contests. Major advertisers on the site include Travelscape.com,
AltaVista, FleetBoston and Fidelity Investments.
According to data contained in @plan's Winter 2000 Release, compared to the
average United States Internet user, a boston.com's user is:
- 14% more likely to earn in excess of $150,000 per year;
- 33% more likely to have a post-graduate degree;
- 39% more likely to have purchased online in the last 30 days; and
- 39% more likely to have been online every day in the last 30 days.
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WINETODAY.COM
WineToday.com, an international wine site, is published in Santa Rosa,
California, in the heart of the Northern California wine country. Founded in
1998 by THE PRESS DEMOCRAT, a regional newspaper published by NYT, the site
features consumer and industry news from wine regions around the world, stories
on wineries and industry personalities, a database of more than 1,400 wineries,
expert tastings of more than 5,000 domestic and foreign wines and a listing of
almost 1,000 wine events. The site also features prominent wine writers,
including THE NEW YORK TIMES's Frank Prial, wine author Oz Clarke and Italian
wine authority Burton Anderson. Users of this site can read reviews of wine and
wineries and search for wines using a number of qualifications, including price,
star rating, varietal and specific taste attributes. WineToday.com also features
WineSleuth, which sends e-mail to 5,000 registrants who want to be notified when
certain wines have been tasted and reviewed.
WineToday.com provides advertising and e-commerce opportunities for wine,
wine related items, luxury goods, food and travel. Commencing in the second
quarter of 2000, users will be able to buy many of the wines reviewed on the
site through a strategic partnership with WineShopper.com, a business which
relies on state-licensed wine wholesalers to deliver wines throughout the United
States. Although currently WineToday.com is available without mandatory
registration, the website has a voluntary registration process which has
collected more than 20,000 unique user profiles. The ABUZZ application has been
offered on this site since September 1999, allowing registered users to ask and
answer questions of their fellow wine enthusiasts. Major advertisers on the site
include Wine.com, WineBins.com, Kendall Jackson and Veuve Clicquot.
GOLFDIGEST.COM
GolfDigest.com seeks to become the Internet's premier golf destination. GOLF
DIGEST, NYT's related print publication, had an average 1999 circulation of
approximately 1,550,000, the largest of any golf magazine in the world.
GolfDigest.com is focused on helping golfers to improve their game and golf
enthusiasts to enjoy the sport through integrated content, community and
commerce. Articles and features follow professional golf events, provide golf
tutorials, discuss equipment innovations and provide other information of
interest to the golf enthusiast. The site publishes the complete contents from
GOLF DIGEST, GOLF WORLD, and GOLF DIGEST WOMAN magazines. The site also includes
original material created by GolfDigest.com, user generated content from chats
and forums and licensed third-party content. Tool-oriented content will be
highlighted by GOLF DIGEST's famous 'Places to Play' Golf Course Guide's
directory of 7,000 courses indexed in a searchable database.
The site provides advertising and e-commerce opportunities for golf
equipment or golf travel. The site intends to partner with leading Internet
retailers in the golf industry for brand-name equipment and apparel sales.
Additionally, GolfDigest.com intends to employ incentive-based registration as a
means to build relationships with its users. The site is designed to be custom
fit to each golfer's game. Advanced content customization and product placement
engines work in tandem to deliver content and products based upon a golfer's
ability, special interests, trouble shots and geography.
GolfDigest.com was fully redesigned and relaunched as a preview edition in
December 1999. Promotion of the relaunch is scheduled to begin on February 15,
2000.
ABUZZ.COM
Abuzz.com, launched on January 19, 2000, is a sophisticated natural language
question and answer website targeted at the quality audience. Users can ask
questions in a variety of subject areas, which are then automatically routed to
other users who the software determines will be best able to answer them.
Questions and answers are archived and can be accessed by all users.
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Abuzz.com contains links to TCD's other websites and serves as a central
repository for the archived questions and answers from the ABUZZ application on
those other sites. We believe new users will be attracted to abuzz.com by the
opportunity to ask and answer questions of fellow users, to tap the subjective
knowledge of TCD's audience and to research the archives of previously asked and
answered questions.
ABUZZ TECHNOLOGIES
TCD acquired Abuzz Technologies, Inc., a Cambridge, Massachusetts-based
software development company, in July 1999. Through Abuzz Technologies, TCD has
developed innovative software applications that enable users of its websites to
interact with each other. ABUZZ is a natural language question and answer
service and profiling application designed to enable groups of people to manage
and share knowledge not previously captured in written form. With its
proprietary natural language processing and adaptive profiling technology, ABUZZ
improves the process of asking and answering questions on the Internet and
brings people with shared interests together. ABUZZ connects users with
questions to other users who will likely be able to answer those questions. All
questions and answers are routed through e-mail, the most widely used form of
communication on the Internet.
The ABUZZ application operates as follows:
- ABUZZ users who wish to answer questions complete a profile that ABUZZ
uses to determine which queries to route to them;
- a user posts a question within specified subject matter circles on
abuzz.com;
- using a process that we refer to as adaptive routing, ABUZZ sends the
question by e-mail to one or more registered users who ABUZZ determines
are most likely able to answer the question;
- all responders send answers directly by e-mail to the user who posted the
question;
- the user who posted the question can provide feedback to abuzz.com on the
quality and utility of the responses; and
- all questions and the answers are archived on abuzz.com and can be
accessed by all users.
Using a technique known as adaptive profiling, ABUZZ updates the profiles in
its database based on the feedback that it receives from the persons sending the
queries and from the responders. Through this profiling system, ABUZZ
continually learns about its users and the knowledge they possess. The more
users interact with each other, the better ABUZZ becomes at routing the right
questions to the right people. TCD believes this interaction among its users
will prove to be an appealing and low cost source of content to further attract
users to its websites and keep them using the sites for larger periods. In
addition, throughout the user's interaction with the application, TCD obtains
information about the user that further enhances TCD's user database.
In September 1999, the first release of ABUZZ was deployed on WineToday.com,
The New York Times Learning Network, NYToday.com and boston.com. Each site had a
single application of the ABUZZ software for its own audience base. In
January 2000, the second release of ABUZZ was deployed on a stand-alone website,
abuzz.com, and throughout the network. The third release, currently scheduled
for June 2000, will enable users to effectively take the ABUZZ community with
them as they access non-TCD websites. The possibility for interaction among
users, sharing information, asking and answering questions, and TCD's
opportunity to deliver targeted advertising, will follow the user throughout the
Internet.
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DECISION SUPPORT SYSTEM
Nytimes.com requires users to complete a simple one-time registration form
that asks for general demographic information, such as his or her age range,
gender, zip code and e-mail address. Some of the questionnaire is optional and
TCD keeps all of the data confidential. These demographic data are collected and
maintained by a proprietary system known as the Decision Support System, or DSS,
which allows advertisers to deliver their messages to advertiser-defined user
groups. When a user returns to nytimes.com, the visit is recorded by DSS. This
system is distinct from pure cookie-based tracking in that the tracking relies
on authentication tied to a user ID and password. By capturing information on
its own servers, nytimes.com has highly reliable data on every user of every
page. It is able to add these data to the demographic information it has from
the registration process. DSS collects and stores data on each user's:
- content behavior, including sections and pages viewed and time spent on
each;
- transactions; and
- exposure to advertising and responses.
For privacy purposes, all information is reported to advertisers in an
aggregate form. TCD never reports individual personal data.
Using the DSS system, an advertiser with nytimes.com can measure the
response to its campaign, 24 hours-a-day and seven days-a-week, against various
dimensions, including creative, demographic, advertisement position relative to
content and user behavior. This real time understanding of user response to a
campaign provides the opportunity to maximize the efficiency of the interactive
medium and to adjust advertising campaigns as they continue to run.
TCD'S RELATIONSHIP WITH NYT
TCD derives many benefits from its relationship with NYT, including the
ability to leverage THE NEW YORK TIMES, THE BOSTON GLOBE and GOLF DIGEST brands;
use content from NYT's publications; exploit cross marketing and promotional
opportunities; and take advantage of The Times's purchasing power in obtaining
goods and services.
TCD and NYT have entered into arrangements to permit the cross selling of
advertising by both NYT and TCD advertising staffs. The advertising commission
structure is designed to encourage NYT's print advertising sales teams to sell
online advertising products to their clients. In addition, TCD and NYT have
agreed to cross-promote each other's publications and websites at deeply
discounted rates.
TCD and NYT have entered into a license agreement and a services agreement,
and TCD and The Times have entered into a tax sharing agreement.
The Times's minority equity interests in TheStreet.com, Classified Ventures,
Inc., CareerPath.com, Inc. and Ovation, Inc. have been allocated to NYT. The
minority interest in WineShopper.com has been allocated to TCD.
See "Certain Relationships" for a more detailed description of the license
agreement, services agreement, tax sharing agreement and other inter-group
arrangements.
TECHNOLOGY AND OPERATING SYSTEMS
TCD's strategy is to fully exploit available technology and to expand and
complement the content of print periodicals and newspapers. Accomplishing this
will enable TCD to maximize the user's experience on the Internet and the value
to advertisers and e-commerce merchants of TCD's websites.
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TCD has developed an expandable operations infrastructure using open
standard hardware and software systems. TCD's network of sites is hosted on its
servers which are co-located at NYT's data center in New York City, at GTE in
Cambridge, Massachusetts, and at Digital Nation in Reston, Virginia. The sites
currently located at NYT's data center and at Digital Nation are being relocated
to Global Center, Inc. in New York City. These data centers are designed to
minimize failures by utilizing redundant equipment and connectivity paths.
NEWS AND INFORMATION GATHERING
Each of nytimes.com, NYToday.com, boston.com, WineToday.com and
GolfDigest.com operates its own newsroom, under the overall supervision of TCD.
Content for the websites is obtained from THE NEW YORK TIMES, THE BOSTON GLOBE,
GOLF DIGEST and other publications of NYT. In addition, each website generates
its own content and obtains additional content from third party providers. TCD
newsrooms utilize 82 full-time employees to produce, edit and publish content.
Nytimes.com has entered into a joint venture with TheStreet.com under which
the two operate a joint newsroom which provides continuously updated financial
news throughout the day. The newsroom is under the direction of an editor
selected by THE NEW YORK TIMES. The joint venture also provides for the linking
of nytimes.com and TheStreet.com. Political Points, a daily live webcast
featuring political campaign news and interviews, appears on nytimes.com and
abcnews.com.
ADVERTISING SALES AND MARKETING
Nytimes.com, NYToday.com and boston.com have dedicated advertising sales
people to sell advertising and e-commerce opportunities. Designated members of
the nytimes.com sales force sell advertising inventory on GolfDigest.com,
WineToday.com and abuzz.com. In total, TCD employs 88 full-time advertising
sales people in offices in New York City, Boston, Trumbull, Connecticut and
Santa Rosa, California. TCD intends to open domestic sales offices in San
Francisco and Chicago and a European sales office in either London or Paris in
the near future.
TCD has developed extensive sales and marketing programs designed to assist
advertisers in reaching their audiences through distinctive and customizable
programs. TCD sells display advertising in multiple formats, such as banners,
sponsorship representations, buttons, text and graphical links and e-mail
sponsorships, that allow users to link directly to the advertiser's own websites
or to special promotional micro-sites created by TCD on behalf of its
advertisers. In addition, advertising can be purchased on select sites or across
TCD's entire network of sites. TCD believes that its focused and well-trained
sales and marketing organization is important in attaining and maintaining
premium advertising pricing and maximizing revenue.
During the nine months ended September 1999, no advertiser accounted for
more than 5% of TCD's revenue.
INTELLECTUAL PROPERTY
NYT takes all appropriate steps to protect the trademarks and copyrights
which it has licensed to TCD pursuant to the license agreement, including
registering the trademarks with the United States Patent and Trademark Office
and registering the copyrights with the United States Copyright Office.
TCD takes all appropriate steps to protect its own trademarks, including
registering these trademarks with the United States Patent and Trademark Office.
In June 1999, Abuzz Technologies filed patent applications with the United
States Patent and Trademark Office covering certain of the ABUZZ software. These
applications, which were assigned to TCD in connection with its July 1999
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acquisition of Abuzz Technologies, remain pending. TCD has no other patents or
pending patent applications.
TCD posts copyright notices on all of its websites. TCD intends to register
its websites under rules recently issued by the United States Copyright Office.
COMPETITION
Competition among Internet sites is intense and is expected to increase
significantly in the future. The market for Internet content providers is
rapidly evolving and barriers to entry are low, enabling newcomers to launch
competitive sites at relatively low cost.
TCD competes with both traditional media and with two distinctly different
sets of Internet businesses. The first category consists of those who, like TCD,
have positioned their brands to attract an educated, affluent audience. The
second category includes those companies that compete for broader audiences.
In particular, TCD competes with the following types of companies:
- websites offering general news and information, such as abcnews.com,
washingtonpost.com, msnbc.com, cnn.com and usatoday.com, many of which are
supported by print or broadcast news franchises;
- websites offering regional and local information, such as citysearch.com
and digitalcities.com;
- websites in the wine and golf categories, such as golfmagazine.com,
winespectator.com and wine.com, many of which are supported by print
franchises;
- websites offering classified advertisements, such as monster.com and
autoweb.com;
- websites offering question and answer applications, such as about.com and
askjeeves.com;
- mass-market Internet content aggregators, such as America Online,
Microsoft and Yahoo!;
- Internet directories, search engines and other sites that offer original
editorial content; and
- companies in the print, broadcast and cable industries.
The primary competitive factors in attracting users are quality,
reliability, brand recognition and the depth, breadth and presentation of
content. The primary competitive factors in attracting advertisers are user
demographics and volume, the ability to deliver interactive and focused
advertising and cost effectiveness.
TCD's success will depend on its ability to build the quality network that
will attract and retain a large and loyal user base, and to offer access to such
users to advertisers and e-commerce merchants. TCD's ability to successfully
compete could be adversely affected by laws regulating, or consumer
dissatisfaction with, the collection of demographic data regarding users. See
"Risk Factors--Risk Factors Relating to TCD--TCD's ability to sell targeted
advertising may be limited if new laws relating to user privacy are enacted or
if the marketplace does not support TCD's method of targeting audiences".
FACILITIES
TCD's headquarters are located in New York City in leased office space. This
facility also serves as the headquarters of nytimes.com and NYToday.com.
WineToday.com leases office space in Santa Rosa, California, boston.com leases
office space in Boston, Massachusetts, and Abuzz Technologies leases office
space in Cambridge, Massachusetts. GolfDigest.com leases office space
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in Trumbull, Connecticut from GOLF DIGEST magazine. TCD believes that its
facilities are adequate for its current operations and that such space or
suitable alternative space will continue to be available on reasonable
commercial terms in the foreseeable future.
EMPLOYEES
As of December 31, 1999, TCD had 321 full-time employees, including 92 in
web design and content development, 88 in advertising sales, 23 in marketing, 70
in technical development and operations and 48 in administration. TCD also uses
independent contractors, freelance content providers and temporary employees.
Reporters and producers of nytimes.com and NYToday.com are represented by the
Newspaper Guild of New York. TCD's contract with the Guild extends through
March 31, 2003. TCD considers its relationship with the Guild and with its
employees to be good.
LEGAL PROCEEDINGS
There are no legal proceedings to which The Times is a party pertaining to
the business and operations of TCD, other than ordinary routine litigation that
is incidental to the business of TCD and is not material to the business or
financial condition of The Times or TCD.
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MANAGEMENT OF TCD
Although TCD has its own management team and advisory board, the senior
officers of TCD ultimately report to the management of NYT. In addition, the
board of directors, or the capital stock committee acting on its behalf, of The
Times will in general make operational and financial decisions and implement
policies that affect the business of both NYT and TCD.
SENIOR OFFICERS OF TCD
The following table sets forth information regarding the senior officers of
TCD.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH TCD
- ---- -------- -----------------
<S> <C> <C>
Martin Nisenholtz................. 44 Chief Executive Officer
David A. Thurm.................... 46 Chief Operating Officer
Richard J. Meislin................ 46 Editor-in-Chief
Ellen Taus........................ 41 Chief Financial Officer
Kenneth A. Richieri............... 48 Vice President and General Counsel
Catherine Levene.................. 30 Vice President, Strategy and Business Development
Lincoln Millstein................. 50 Executive Vice President
Cristian Edwards.................. 42 Group Vice President, Business-to-Business
Andres Rodriguez.................. 34 President of Abuzz Technologies
Muriel R. Watkins................. 35 Vice President, Human Resources and Communications
</TABLE>
MARTIN NISENHOLTZ has served as Chief Executive Officer of TCD since
June 1999. He joined The Times in August 1995 and was responsible for the
creation of THE NEW YORK TIMES ON THE WEB. From September 1994 to June 1995, he
was director of content strategy for Ameritech Corporation, where he was
responsible for guiding development of new video programming opportunities and
interactive information and advertising services. From 1983 to 1994, he worked
at Ogilvy & Mather Worldwide where he founded the Interactive Marketing Group,
the first creative development unit at a major U.S. advertising agency devoted
specifically to interactive communication. At the time of his departure from
Ogilvy & Mather Worldwide, he was a senior vice president and a member of the
operating committee.
DAVID A. THURM has served as Chief Operating Officer of TCD since
August 1999. From January 1995 to July 1999, he was vice president, production
for THE NEW YORK TIMES. From January 1993 to January 1995, he was its vice
president, project development and administration. In these capacities, he was
responsible for the planning and supervision of the construction of the
newspaper's printing facility in College Point, Queens. In 1991, he served as
executive director of project development and, in 1992, added the responsibility
of THE NEW YORK TIMES's wholesale newspaper distributor, City & Suburban
Delivery Systems.
RICHARD J. MEISLIN has served as Editor-in-Chief of TCD since August 1999.
From March 1998 to August 1999, he was editor-in-chief of THE NEW YORK TIMES ON
THE WEB and from July 1994 to February 1998 he was newsroom technology chief at
THE NEW YORK TIMES. He has worked for The Times since 1975, and his tenure has
included positions for THE NEW YORK TIMES as a foreign correspondent and bureau
chief.
ELLEN TAUS has served as Chief Financial Officer of TCD since
September 1999. From September 1997 to September 1999, she was treasurer of The
Times, and from December 1998 to September 1999, she was also a vice president
of The Times. From February 1995 to December 1996, she was an independent
financial consultant. From 1992 to February 1995, she was employed by R.H.
Macy & Co., Inc., eventually holding the position of vice president of corporate
finance.
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KENNETH A. RICHIERI has served as Vice President and General Counsel of TCD
since August 1999. From January 1993 to July 1999, he was assistant general
counsel of The Times, where he was responsible for handling electronic
publishing, intellectual property and business issues. From January 1989 to
January 1993, he was senior counsel of The Times.
CATHERINE LEVENE has served as Vice President, Strategy and Business
Development of TCD since December 1999. From August 1999 to December 1999, she
was vice president of business development for TCD and from April 1998 to
August 1999, she was director of marketing for NYToday.com. From May 1997 to
March 1998, she was manager of business strategy for Showtime Networks, Inc.,
where she was responsible for advising senior management on issues relating to
convergence, broadband access and digital television and their impact on the
cable industry. From June 1996 to January 1997, she was director of business
development at Firefly Network, Inc.
LINCOLN MILLSTEIN has served as Executive Vice President of TCD since
January 2000. From August 1999 to January 2000, he was a Group Vice President
and Publisher of TCD. From January 1995 to July 1999, he was vice president, new
media at THE BOSTON GLOBE and from November 1998, chief executive officer of
boston.com. He was deputy managing editor for features at THE BOSTON GLOBE and
previously served as its business editor and city editor. His last assignment in
the newsroom was as managing editor for features and new media. Prior to joining
THE BOSTON GLOBE in 1983, Mr. Millstein spent 10 years at THE HARTFORD COURANT
both as a reporter and editor, including business editor from 1981 to 1983.
CRISTIAN EDWARDS has served as Group Vice President, Business-to-Business,
of TCD since January 2000. From August 1999 to January 2000, he was a Group Vice
President and Publisher of TCD. From July 1998 to July 1999, he was director of
business development and planning for THE NEW YORK TIMES ON THE WEB, and from
February 1996 to June 1998, project director in THE NEW YORK TIMES's strategic
planning department. Prior to that, he managed a chain of 14 regional newspapers
for El Mercurio, a publishing and communications company in South America.
ANDRES RODRIGUEZ has served as President of Abuzz Technologies since
December 1999. From August 1999 to November 1999, he was General Manager of
Abuzz Technologies. He was co-founder of Abuzz Technologies and served as vice
president, engineering and product development from 1996 to its acquisition by
TCD in July 1999. Previously, he was founder and president of the MacGuffin
Corporation, where he developed a distributed object-oriented software for a
cable television network. He has 15 years of experience in software development.
MURIEL R. WATKINS has served as Vice President, Human Resources and
Communications of TCD since August 1999. From November 1997 to July 1999, she
was director of human resources for The Times. From May 1992 to November 1997,
she was associate director of human resources at The Reader's Digest
Association's magazine division.
ADVISORY BOARD
TCD will have an advisory board that consists of senior management of The
Times and TCD and professionals from the Internet industry. The advisory board
will consult with TCD management regarding TCD's business and various strategic
initiatives.
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EXECUTIVE COMPENSATION
TCD STOCK OPTION PLAN
The board of directors of The Times adopted the TCD stock option plan on
January 20, 2000, and the plan will be submitted to the stockholders of The
Times for approval at our annual meeting on April 27, 2000. The board of
directors adopted the plan to enable TCD to attract and retain employees and
service providers and enable such persons to align their interests with the
interests of the holders of TCD stock.
The following is a brief description of the material features of the plan.
This description is qualified in its entirety by reference to the full text of
the plan, which has been filed as an exhibit to the registration statement of
which this prospectus is a part.
OPTIONS
The terms of the plan provide for grants of stock options to purchase shares
of TCD stock. The plan provides for the grant of both options that qualify as
"incentive stock options" under the Internal Revenue Code and non-qualified
stock options.
SHARES SUBJECT TO THE PLAN AND ANNUAL PER-PERSON LIMITATIONS
Under the plan, the total number of shares of TCD stock that may be subject
to outstanding options granted under the plan shall not exceed , subject
to adjustment in the event of a stock split, stock dividend, reclassification,
exchange of Class A stock for TCD stock or certain other events.
In addition, the plan imposes individual limitations on the amount of
options. Under these limitations, during any fiscal year the number of options
granted to any one participant shall not exceed shares, subject to
adjustment in certain circumstances.
Our compensation committee is authorized to adjust the number of shares and
type of securities subject to the aggregate share limitations and annual
limitations under the plan and subject to outstanding options, including
adjustments to exercise prices and number of shares subject to options and other
affected terms of options, in the event that a dividend or other distribution,
whether in cash, shares, or other property, recapitalization, forward or reverse
split, reorganization, merger, consolidation, spin-off, combination, repurchase,
or share exchange, or other similar corporate transaction or event affects TCD
stock, such as an exchange for Class A stock, so that an adjustment is
appropriate.
ELIGIBILITY
All employees of, or service providers to, The Times who have principal
responsibility for, or who contribute substantially to, the management
efficiency, achievement or financial success of TCD, including all employees of
TCD and all members of the Advisory Board, are eligible to be granted options
under the plan. In addition, each non-employee director of The Times will
receive an annual grant of an option to acquire shares of TCD stock. This
annual grant is subject to adjustment in the event of a stock split, stock
dividend, reclassification, exchange of Class A stock for TCD stock or certain
other events.
ADMINISTRATION
The plan will be administered by our compensation committee. Subject to the
terms and conditions of the plan, the compensation committee is authorized to
interpret the plan, construe terms, adopt rules and regulations, prescribe
forms, make all determinations under the plan and,
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subject to such terms and conditions as they may establish, delegate authority
respecting certain matters to officers and managers of The Times or TCD.
TERMS OF STOCK OPTIONS
The exercise price per share subject to an option is determined by the
compensation committee, but must not be less than the fair market value of a
share of TCD stock on the date of grant except in the case of the initial grants
referred to below. All other terms regarding each option are fixed by the
compensation committee, except that no option may have a term exceeding ten
years. Options may be exercised by payment of the exercise price in:
- cash;
- by delivering shares of previously acquired TCD stock; or
- as determined by the compensation committee.
AMENDMENT AND TERMINATION OF THE PLAN
The board of directors may amend or discontinue the plan without further
stockholder approval, except for amendments required to be approved by
stockholders by applicable law or any stock exchange or automated quotation
system on which the TCD stock is then listed or quoted. The board of directors
may, in its discretion, seek stockholder approval in any circumstance in which
it deems such approval advisable. No action of the board of directors may
materially and adversely affect the rights of a participant under any previously
granted and outstanding option without such participant's consent, except as
provided in the grant agreement evidencing such option or as required under
applicable law. As a result, stockholder approval will not necessarily be
required for amendments that might increase the cost of the plan or broaden
eligibility.
FEDERAL INCOME TAX IMPLICATIONS OF THE STOCK OPTION PLAN
The Times generally will be entitled to a tax deduction equal to the amount
of compensation realized by a participant upon exercise of a stock option (I.E.,
the difference between the market price of the shares at the time of exercise
and the exercise price), except:
- no deduction is permitted in connection with incentive stock options if
the participant holds the shares acquired upon exercise for the longer of
one year from exercise and two years from grant; and
- deductions in certain cases could be limited under the $1.0 million
compensation deductibility cap of Section 162(m) of the Internal Revenue
Code. However, options granted with an exercise price at least equal to
the market price of the shares at the time of grant should not be subject
to the limitation contained in Section 162(m).
Pursuant to the tax sharing agreement, TCD will generally be reimbursed for
the benefit realized by The Times of these tax deductions.
OUTSTANDING OPTIONS
In connection with TCD's acquisition of Abuzz Technologies in July 1999, the
holders of options to acquire shares of Abuzz Technologies received options to
acquire shares of The Times's subsidiary that acquired Abuzz Technologies. The
exercise price was determined by reference to the original exercise price of the
Abuzz Technologies options. This subsidiary has also granted additional options
to employees of, and service providers to, TCD. Upon the consummation of the
offering, all these options will by their terms become non-qualified options to
acquire shares
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of TCD stock under the plan. The weighted average exercise price will be
$ per share of TCD stock. Of these options, with a weighted
average exercise price of $ per share will be or become exercisable during
2000; with a weighted average exercise price of $ per share will become
exercisable during 2001; and with a weighted average exercise price of
$ per share will become exercisable during 2002 or subsequent periods.
EMPLOYMENT AGREEMENT WITH MARTIN NISENHOLTZ
Martin Nisenholtz is employed as the Chief Executive Officer of TCD pursuant
to an employment agreement dated as of September 1, 1999. The agreement has an
initial term of three years with automatic one-year extensions unless either
Mr. Nisenholtz or the Times gives notice no less than 90 days prior to the
expiration date of the agreement. Under the agreement, Mr. Nisenholtz's annual
base salary has initially been fixed at $325,000. He is eligible for annual
increases, but not decreases, at the discretion of our compensation committee.
Mr. Nisenholtz's target annual bonus is 45% of his base salary, and payment is
based on the achievement of goals set for Mr. Nisenholtz by our board, or the
compensation committee, at the beginning of the year for which performance is
measured. A minimum annual bonus of $125,000 is guaranteed. Mr. Nisenholtz is
also eligible to receive long-term performance awards under our executive
compensation plans. We currently pay long-term bonuses based on the achievement
of performance goals measured over a three-year period.
Mr. Nisenholtz has also been granted options to purchase shares of a
subsidiary of The Times. These options will, upon completion of this offering,
automatically convert into options under the TCD stock option plan to acquire
shares of TCD stock at an exercise price of $ per share. Of these
options, will be vested; will vest on September 1,
2000, and will vest on each of March 1, 2001, September 1, 2001,
March 1, 2002 and September 1, 2002.
We may terminate the employment agreement at any time. If we terminate
Mr. Nisenholtz's employment due to disability, death or for cause,
Mr. Nisenholtz will be entitled to his base salary earned through the effective
date of the termination and any other benefits provided for under our policies
or benefit plans.
If we terminate the employment agreement without "cause" or if
Mr. Nisenholtz resigns for "good reason", in either case, as defined in the
employment agreement, TCD is obligated to:
- pay Mr. Nisenholtz, in a single lump sum, his base salary for 18 months
and any annual bonus earned through the effective date of the termination;
- immediately vest all unvested stock options; and
- provide health coverage for Mr. Nisenholtz and his eligible dependents for
an 18-month period commencing on the effective date of termination.
Mr. Nisenholtz is subject to a one-year non-compete agreement at the end of
the term of the employment agreement.
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CERTAIN RELATIONSHIPS
RELATIONSHIP WITH NYT
As a result of TCD's extensive business relationships with NYT, conflicts of
interest are likely to develop between TCD and NYT. In some cases decisions may
favor NYT to the detriment of TCD. TCD and NYT engage in a variety of
transactions in the ordinary course of their respective businesses and have
entered into the inter-group agreements described below. TCD has not retained an
independent third party to evaluate transactions with NYT. The terms of such
arrangements might not be as favorable to TCD as TCD could obtain from an
unrelated third party. See "Risk Factors--Risk Factors Relating to Ownership of
TCD Stock--There will be conflicts of interest involving NYT and TCD and the
board of directors could make decisions that favor NYT at the expense of TCD"
for additional information about the relationship between TCD and NYT.
LICENSE AGREEMENT
NYT and TCD have entered into a license agreement pursuant to which NYT has
granted TCD a 10-year license to use the trademarks and copyrights owned by
NYT's publications including THE NEW YORK TIMES, THE BOSTON GLOBE and GOLF
DIGEST. Under the license agreement, TCD will pay NYT an annual license fee
equal to the greater of $5.0 million or the sum of:
- 10% of the first $100 million of TCD's revenue;
- 8% of the next $50 million of TCD's revenue;
- 6% of the next $50 million of TCD's revenue; and
- 5% of TCD's revenue above $200 million.
The license agreement provides for TCD to have the exclusive use of NYT's
trademarks and copyrights on the Internet except for:
- NYT customer service sites;
- NYT content republished in print publications by clients of the NYT News
Service which may appear on websites of those clients; and
- Internet offerings that are developed by NYT and which TCD elects not to
pursue.
In addition, under the license agreement, TCD has the right to the
trademarks and content of NYT's regional newspapers and broadcast properties. At
the current time, however, TCD has elected not to exploit these Internet rights.
The license agreement does not provide for automatic renewal. Upon the
expiration of the license agreement, our board of directors, or the capital
stock committee acting on its behalf, will determine whether to renew the
license agreement and on what terms.
TAX SHARING AGREEMENT
TCD's results are included in the consolidated federal income tax returns of
The Times. The Times and TCD have entered into a tax sharing agreement which
provides that, if The Times so requests, TCD will include its operating results
in any state, city or local combined or similar income or franchise tax return
to be filed by The Times. Under the tax sharing agreement, TCD will be
reimbursed quarterly by The Times for any tax benefits resulting from the
inclusion of TCD in its consolidated federal income tax returns and any such
state, city or local combined or similar returns, to the extent The Times is
deemed able to utilize them under the tax sharing agreement. TCD will make
quarterly payments to The Times for any tax liability of the Times resulting
from TCD's inclusion in those returns.
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SERVICES AGREEMENT
NYT and TCD have entered into a services agreement pursuant to which NYT
provides corporate support services to TCD. The services agreement provides for
these services to be charged to TCD based on the cost of providing these
services. Where the services provided to TCD are identical to those provided to
units of NYT, such as the payroll processing services provided by NYT's Shared
Services Center, the services agreement provides for TCD's charges to be
allocated on the same basis as all the units of NYT. TCD has the right under the
services agreement to obtain services from third party vendors should it
determine that to be advantageous.
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TRACKING STOCK POLICIES AND CAPITAL STOCK COMMITTEE
TRACKING STOCK POLICIES
In connection with the issuance of TCD stock, we have adopted and intend to
follow the tracking stock policies described below.
ALLOCATION OF BUSINESS OPPORTUNITIES AND OPERATIONS
The tracking stock policies provide that, to the extent not covered by the
license agreement, any business conducted or proposed to be conducted by The
Times that the board of directors, or the capital stock committee acting on its
behalf, determines to be a commercial Internet business, will be allocated to
TCD. To the extent any business or asset relating to TCD is acquired by The
Times, the board of directors will arrange for an allocation of the same to TCD
as soon as reasonably practicable at a price equivalent to the fair market value
of such business or asset. These provisions of the tracking stock policies will
not preclude the formation of commercially reasonable contracts or other
arrangements between NYT and TCD for sales agency, resale, or any other
arrangement with respect to businesses conducted by either NYT or TCD. Except as
provided above, the board of directors may allocate business opportunities and
operations to NYT or TCD as it considers in the best interests of The Times and
all our stockholders.
TREASURY AND CASH MANAGEMENT POLICIES
We will manage most treasury activities on a centralized, consolidated
basis. These activities will include the investment of surplus cash, the
issuance, repayment and repurchase of short-term and long-term debt and the
issuance and repurchase of NYT stock and TCD stock. TCD will remit its cash
receipts to NYT, and NYT will generally fund each group's cash disbursements, on
a daily basis.
After the date on which the TCD stock is first issued, the following will
apply:
- We will attribute each future incurrence or issuance of external debt or
preferred stock, and the proceeds thereof, to NYT, except in cases where
the board of directors determines otherwise. The board of directors, or
the capital stock committee acting on its behalf, may determine from time
to time to attribute an incurrence or issuance of debt or preferred stock,
and the proceeds thereof, to TCD to the extent that The Times incurs or
issues the debt or preferred stock for the benefit of TCD, but the board
of directors will not be required to do so.
- We will attribute each future issuance of NYT stock, and the proceeds
thereof, to NYT. We may attribute any future issuance of TCD stock, and
the proceeds thereof, to TCD or NYT in respect of its retained interest in
TCD.
- Dividends on NYT stock will be charged against NYT, and dividends on TCD
stock will be charged against TCD. At the time of any dividend on TCD
stock while the number of shares issuable with respect to the retained
interest is greater than zero, we will attribute to NYT in proportion to
its retained interest a corresponding amount in respect of the number of
shares issuable with respect to the retained interest.
- Repurchases of NYT stock will be charged against NYT. Repurchases of TCD
stock may be charged either against TCD or NYT as determined by the board
of directors in its sole discretion. If a repurchase of TCD stock is
charged against NYT, the number of shares issuable with respect to NYT's
retained interest in TCD will be increased by the number of shares so
repurchased.
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- Whenever TCD holds cash (including the net proceeds of this offering), TCD
will normally transfer that cash to NYT. Conversely, whenever TCD has a
cash need, NYT will normally fund that cash need. The net amount owed to
NYT by TCD, or to TCD by NYT, will normally accrue interest at The Times's
short-term borrowing rate. However, the board of directors will retain
ultimate authority at all times to determine, in its sole discretion,
whether to provide any particular funds to either group and will not be
obligated to do so.
- We will account for all cash transfers from one group to or for the
account of the other group, other than transfers in return for assets or
services rendered or transfers in respect of the number of shares issuable
with respect to the retained interest that correspond to dividends paid on
TCD stock, as inter-group short-term loans unless:
- The board of directors determines that a given transfer or type of
transfer should be accounted for as a long-term loan;
- The board of directors determines that a given transfer or type of
transfer should be accounted for as a capital contribution by NYT to
TCD increasing the number of shares issuable with respect to NYT's
retained interest in TCD; or
- The board of directors determines that a given transfer or type of
transfer should be accounted for as a return of capital by TCD to NYT
reducing the number of shares issuable with respect to NYT's retained
interest in TCD.
There are no specific criteria to determine when we will account for a cash
transfer as a long-term loan, a capital contribution by NYT to TCD or a
return of capital by TCD to NYT rather than an inter-group revolving credit
advance. The board of directors, or the capital stock committee acting on
its behalf, will make such a determination in the exercise of its business
judgment at the time of such transfer based upon all relevant circumstances.
Factors that the board of directors may consider include the current and
projected capital structure of NYT and TCD; the financing needs and
objectives of the recipient group; the availability, cost and time
associated with alternative financing sources; and prevailing interest rates
and general economic conditions.
- Cash transfers accounted for as inter-group short-term loans will bear
interest at the rate at which The Times could borrow such funds. In
addition, any cash transfers accounted for as a long-term loan will have
interest rates, amortization, maturity, redemption and other terms that
reflect the then-prevailing terms on which The Times could borrow such
funds.
- Any cash transfer from NYT to TCD, or for its account, accounted for as a
capital contribution will correspondingly increase TCD's equity account
and the number of shares issuable with respect to NYT's retained interest
in TCD. See Annex I to this prospectus, "Illustration of Certain
Terms--Capital Transfers of Cash or Other Assets between NYT and TCD", for
an illustration of this.
- Any cash transfer from TCD to NYT, or for its account, accounted for as a
return of capital will correspondingly reduce TCD's equity account and the
number of shares issuable with respect to NYT's retained interest in TCD.
See Annex I to this prospectus, "Illustration of Certain Terms--Capital
Transfers of Cash or Other Assets between NYT and TCD", for an
illustration of this.
RELATIONSHIP BETWEEN GROUPS
All material commercial transactions between NYT and TCD will be on
commercially reasonable terms and shall be subject to the review and approval of
the capital stock committee.
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POLICIES MAY BE MODIFIED OR RESCINDED AT ANY TIME
The tracking stock policies may be modified, suspended or rescinded, and
additional policies may be adopted, or exceptions made to such policies in
connection with particular facts and circumstances, all as the board of
directors, or the capital stock committee acting on its behalf, may determine,
consistent with its fiduciary duties to The Times and all of our common
stockholders, at any time without the approval of our stockholders, although we
have no present intention to do so.
CAPITAL STOCK COMMITTEE
The board of directors has, effective upon the consummation of this
offering, established a committee of the board of directors known as the capital
stock committee.
Initially , , , and ,
will be appointed to this committee. The board of directors will delegate to the
capital stock committee the authority to, and the capital stock committee will,
interpret, make determinations under, and oversee the implementation of, the
tracking stock policies and amendments, waivers or extensions of inter-group
agreements. All material commercial transactions between NYT and TCD, including
any transaction that results in a change in NYT's retained interest in TCD, will
be on commercially reasonable terms and will be subject to the review and
approval of the capital stock committee. In making any and all determinations,
the board of directors, or the capital stock committee acting on its behalf,
will act in good faith and in a manner consistent with its fiduciary duties to
us and to all our common stockholders after giving fair consideration to the
potentially divergent interests and all other relevant interests of the holders
of the separate classes of our common stock, including the holders of TCD
stock.The board of directors has also provided the capital stock committee with
the authority to engage the services of accountants, investment bankers,
appraisers, attorneys and other service providers to assist it in discharging
its duties.
The capital stock committee will have and may exercise such powers,
authority and responsibilities as the board of directors may delegate in
connection with the adoption of general policies governing the relationship
between the business groups or otherwise, including:
- the business and financial relationships between NYT and TCD;
- dividends in respect of, and transactions in, shares of NYT stock or TCD
stock; and
- any other matters arising in connection with the relationships or
transactions between NYT and TCD.
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DESCRIPTION OF CAPITAL STOCK
THE FOLLOWING DESCRIPTION IS NOT COMPLETE AND SHOULD BE READ WITH OUR
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, WHICH WE HAVE FILED AS AN
EXHIBIT TO THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART.
GENERAL
Our current certificate of incorporation authorizes us to issue 300,000,000
shares of Class A stock, par value $0.10 per share; 849,520 shares of Class B
stock, par value $0.10 per share; and 200,000 shares of serial preferred stock,
par value $1.00 per share. As of September 26, 1999, we had issued and
outstanding 188,496,309 shares of Class A stock, 849,520 shares of Class B stock
and no shares of serial preferred stock.
Before the offering, we will file an amended and restated certificate of
incorporation which will amend and restate our current certificate of
incorporation. This amended and restated certificate of incorporation will:
- increase the number of authorized shares of common stock from 300,849,602
to ;
- authorize the board of directors to issue common stock in three classes:
- shares of Class A stock;
- shares of Class B stock; and
- shares of Class C stock, par value $0.10 per share; and
- specify the terms and provisions applicable to the Class C stock, and
amend the terms and provisions applicable to the outstanding Class A stock
and Class B stock.
In this prospectus, we refer to Class A stock and Class B stock as "NYT
stock" and Class C stock as "TCD stock".
We have allocated all our consolidated assets, liabilities, revenue,
expenses and cash flow between NYT and TCD. TCD and NYT are each sometimes
referred to as a group of The Times. In the future, we will publish separate
financial statements of TCD as well as consolidated financial statements of The
Times.
Before the offering, the board of directors will designate the initial
number of shares issuable with respect to NYT's retained interest in TCD. See
"--NYT's Retained Interest in TCD" and "--Number of Shares of TCD Stock Issuable
with Respect to NYT's Retained Interest in TCD" for additional information about
NYT's retained interest in TCD and the number of shares of TCD stock issuable
with respect to NYT's retained interest in TCD.
The board of directors will have the authority in its sole discretion to
issue authorized but unissued shares of our capital stock from time to time for
any proper corporate purpose. The board of directors will have the authority to
do so without stockholder approval, except as provided by New York law or the
rules and regulations of any securities exchange or automated quotation system
on which any class of outstanding common stock may then be listed.
CERTAIN TERMS
The following terms used in this prospectus have the meanings specified in
our amended and restated certificate of incorporation and are set forth below:
ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF TCD means a portion of such assets
that represents at least 80% of the then-current fair value of the assets of
TCD.
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EXEMPT DISPOSITION means any of the following:
- a disposition in connection with the liquidation, dissolution or
winding-up of The Times and the distribution of assets to stockholders;
- a disposition to any person or entity controlled by The Times, as
determined by the board of directors in its sole discretion;
- a disposition for which The Times receives consideration primarily
consisting of equity securities, including, without limitation:
- capital stock of any kind;
- interests in a general or limited partnership;
- interests in a limited liability company; or
- debt securities convertible into or exchangeable for any of the above,
or options or warrants to acquire any of the above,
in each case without regard to the voting power or other management or
governance rights associated therewith, of an entity which is primarily
engaged or proposes to engage primarily in one or more businesses similar or
complementary to the businesses conducted by TCD prior to the disposition,
as determined by the board of directors in its sole discretion;
- a dividend, out of TCD's assets, to holders of TCD stock, and a transfer
of a corresponding amount to NYT in respect of its retained interest in
TCD; and
- any other disposition, if:
- at the time of the disposition there are no shares of NYT stock
outstanding;
- at the time of the disposition there are no shares of TCD stock
outstanding; or
- before the 30th trading day following the disposition we have mailed a
notice stating that we are exercising our right to exchange all of the
outstanding shares of TCD stock for newly issued shares of Class A stock
as contemplated under "--Optional Exchange of TCD Stock for Class A
Stock" below.
FAIR VALUE means:
- in the case of cash, the amount thereof;
- in the case of capital stock that has been publicly traded for a period of
at least 15 months, the market value thereof; and
- in the case of other assets or securities, the fair market value thereof
as the board of directors shall determine in good faith.
Any good faith determination by the board of directors of fair value shall be
conclusive and binding on all stockholders.
MARKET VALUE of a share of any class of capital stock on any trading day
generally means the average of the high and low reported sale prices of a share
of such class on such trading day, subject to certain exceptions described in
our amended and restated certificate of incorporation.
The NET PROCEEDS of a disposition of any assets of a group means the
positive amount, if any, remaining from the gross proceeds of such disposition
after any payment of, or reasonable provision for:
- any taxes payable by The Times in respect of such disposition;
- any taxes payable by The Times in respect of any resulting dividend or
redemption;
- any transaction costs, including, without limitation, any legal,
investment banking and accounting fees and expenses; and
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- any liabilities, contingent or otherwise, of, attributed to or related to,
such group, including, without limitation, any liabilities for deferred
taxes, any indemnity or guarantee obligations which are outstanding or
incurred in connection with the disposition or otherwise, any liabilities
for future purchase price adjustments and any obligations with respect to
outstanding securities, other than common stock, attributed to such group,
as determined in good faith by the board of directors.
NYT means:
- all of the businesses, assets and liabilities of The Times and its
subsidiaries, other than the businesses, assets and liabilities that are
part of TCD;
- the rights and obligations of NYT under any inter-group debt deemed to be
owed to or by NYT, as such rights and obligations are defined in
accordance with the tracking stock policies; and
- a proportionate interest in TCD, after giving effect to any options,
preferred stock, other securities or debt issued or incurred by The Times
and attributed to TCD, equal to the retained interest percentage.
The Times may re-allocate assets from one group to the other group in return for
other assets or services rendered by that other group in the ordinary course of
business or in accordance with policies established by the board of directors
from time to time. If The Times transfers cash, other assets or securities to
holders of shares of TCD stock as a dividend or other distribution on shares of
TCD stock, other than a dividend or distribution payable in shares of TCD stock,
or as payment in a redemption of shares of TCD stock effected as a result of a
TCD disposition, then the board of directors shall re-allocate from TCD to NYT
cash or other assets having a fair value equal to the aggregate fair value of
the cash, other assets or securities so transferred TIMES a fraction, the
numerator of which shall equal the number of shares of TCD stock issuable with
respect to NYT's retained interest in TCD on the record date for such dividend
or distribution, or on the date of such redemption, and the denominator of which
shall equal the number of shares of TCD stock outstanding on that date.
This last amount can also be expressed as follows:
<TABLE>
<S> <C> <C>
(NUMBER OF SHARES OF TCD STOCK ISSUABLE
WITH RESPECT TO
(FAIR VALUE OF CASH, ASSETS OR SECURITIES X NYT'S RETAINED INTEREST IN TCD)
TRANSFERRED) ------------------------------------------
(NUMBER OF SHARES OF TCD STOCK OUTSTANDING)
</TABLE>
PROPORTIONATE INTEREST OF HOLDERS OF TCD STOCK IN THE NET PROCEEDS OF A TCD
DISPOSITION, OR IN THE OUTSTANDING SHARES OF COMMON STOCK OF ANY SUBSIDIARIES
HOLDING TCD'S ASSETS AND LIABILITIES, MEANS
- the amount of such net proceeds, or the number of such shares, TIMES
- the number of shares of TCD stock outstanding, DIVIDED by
- the number of notional shares of TCD stock deemed outstanding.
This amount can also be expressed as follows:
<TABLE>
<S> <C> <C>
(NUMBER OF SHARES OF TCD STOCK OUTSTANDING)
(NET PROCEEDS OR NUMBER OF SHARES) X ------------------------------------------
(NUMBER OF NOTIONAL SHARES OF TCD STOCK
DEEMED OUTSTANDING)
</TABLE>
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<PAGE>
PUBLICLY TRADED with respect to any security means:
- registered under Section 12 of the Securities Exchange Act, or any
successor provision of law; and
- listed for trading on the NYSE, or any other national securities exchange
registered under Section 6 of the Securities Exchange Act, or any
successor provision of law; or
- listed on the Nasdaq National Market, or any successor market system.
TCD means:
- the Internet business division of The Times, including all of the
businesses, assets and liabilities of The Times and its subsidiaries that
the board of directors has allocated to TCD, as of the date on which our
amended and restated certificate of incorporation becomes effective under
New York law. We call the date our amended and restated certificate of
incorporation becomes effective, the "effective date";
- any assets or liabilities acquired or incurred by The Times or any of its
subsidiaries after the effective date in the ordinary course of business
and attributable to TCD;
- any businesses, assets or liabilities acquired or incurred by The Times or
any of its subsidiaries after the effective date and allocated to TCD; and
- the rights and obligations of TCD under any inter-group debt deemed to be
owed to or by TCD, as such rights and obligations are defined in
accordance with the tracking stock policies.
The Times may re-allocate assets from one group to the other group in return for
other assets or services rendered by that other group in the ordinary course of
business or in accordance with policies established by the board of directors
from time to time. If The Times transfers cash, other assets or securities to
holders of shares of TCD stock as a dividend or other distribution on shares of
TCD stock, other than a dividend or distribution payable in shares of TCD stock,
or as payment in a redemption of shares of TCD stock effected as a result of a
TCD disposition, then the board of directors shall re-allocate from TCD to NYT
cash or other assets having a fair value equal to the aggregate fair value of
the cash, other assets or securities so transferred TIMES a fraction, the
numerator of which shall equal the number of shares of TCD stock issuable with
respect to NYT's retained interest in TCD on the record date for such dividend
or distribution, or on the date of such redemption, and the denominator of which
shall equal the number of shares of TCD stock outstanding on such date.
This last amount can also be expressed as follows:
<TABLE>
<S> <C> <C>
(NUMBER OF SHARES OF TCD STOCK ISSUABLE
WITH RESPECT TO
(FAIR VALUE OF CASH, ASSETS OR SECURITIES X NYT'S RETAINED INTEREST IN TCD)
TRANSFERRED) ------------------------------------------
(NUMBER OF SHARES OF TCD STOCK OUTSTANDING)
</TABLE>
NOTIONAL SHARES OF TCD STOCK DEEMED OUTSTANDING means the number of shares
of TCD stock outstanding plus the number of shares of TCD stock issuable with
respect to NYT's retained interest in TCD.
TRADING DAY means each weekday on which the relevant security or, if there
are two relevant securities, each relevant security, is traded on the principal
national securities exchange on which it is listed or admitted to trading or on
the Nasdaq National Market or, if such security is not listed or admitted to
trading on a national securities exchange or quoted on the Nasdaq National
Market, traded in the principal over-the-counter market in which it trades.
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<PAGE>
VOTING RIGHTS
Our amended and restated certificate of incorporation will provide that the
holders of Class A stock and TCD stock have limited voting rights. They will be
entitled to vote, as a single class, for the election of 30% of our board of
directors. They may also vote, together with the other common stockholders of
The Times, on:
- ratification of the selection of our independent auditors;
- reservation of any shares of capital stock of The Times for options
granted or to be granted to officers, directors or employees of The Times;
- the acquisition of the stock or assets of any other company in the
following circumstances:
- if any officer, director or holder of 10% or more of any class of
voting securities of The Times has an interest, directly or indirectly,
in the company or assets to be acquired or in the consideration to be
paid in the transaction;
- if the transaction involves the issuance of Class A stock or Class B
stock or securities convertible into any of them, or any combination
thereof, and if the aggregate number of shares of Class A stock or
Class B stock to be so issued together with the Class A stock or
Class B stock which could be issued upon conversion of such securities
approximates, in the reasonable judgment of the board of directors, 20%
or more of the aggregate number of shares of Class A stock and Class B
stock outstanding immediately prior to such transaction;
- if the transaction involves the issuance of TCD stock or securities
convertible into TCD stock, or any combination thereof, and if the
aggregate number of shares of TCD stock to be so issued together with
the shares of TCD stock which could be issued upon conversion of such
securities approximates, in the reasonable judgment of the board of
directors, 20% or more of the aggregate number of shares of TCD stock
outstanding immediately prior to such transaction plus the number of
shares of TCD stock issuable with respect to NYT's retained interest
immediately prior to such transaction;
- if the transaction involves the issuance of Class A stock or Class B
stock and any additional consideration, and if the value of the
aggregate consideration so to be issued, including the value of any
Class A stock or Class B stock which may be issuable in the future in
accordance with the terms of the transaction, has in the reasonable
judgment of the board of directors a combined fair value of
approximately 20% or more of the aggregate market value of shares of
Class A stock and Class B stock outstanding immediately prior to such
transaction; or
- if the transaction involves the issuance of TCD stock and any
additional consideration, and if the value of the aggregate
consideration so to be issued, including the value of any TCD stock
which may be issuable in the future in accordance with the terms of the
transaction, has in the reasonable judgment of the board of directors a
combined fair value of approximately 20% or more of the aggregate
market value of shares of TCD stock outstanding immediately prior to
such transaction plus the number of shares of TCD stock issuable with
respect to NYT's retained interest immediately prior to such
transaction.
The holders of Class B stock will be entitled to vote, with one vote per
share, for the election of 70% of our board of directors, voting separately and
as a class, and on all other matters to the exclusion of all other classes of
our common stock.
On all such matters for which the holders of Class A stock and TCD stock
vote together, and for which no separate class vote is required by New York law:
- each outstanding share of Class A stock will entitle the holder to one
vote; and
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<PAGE>
- each outstanding share of TCD stock will entitle the holder to a number of
votes, calculated to the nearest five decimal places, equal to the average
market value of a share of TCD stock divided by the average market value
of a share of Class A stock during the 20 consecutive trading day period
ending on, and including, the fifth trading day before the applicable
record date, provided, however, that in the event that the foregoing
calculation results in the holders of TCD stock holding in excess of 40%
of the total voting power of all outstanding shares of Class A stock and
TCD stock, the vote of each share of TCD stock shall be reduced such that
all outstanding shares of TCD stock represent 40% of the total voting
power of all outstanding shares of Class A stock and TCD stock.
For illustrations showing how to calculate the number of votes that the
holders of shares of TCD stock would be entitled to cast under different
hypothetical scenarios, see Annex I to this prospectus, "Illustration of Certain
Terms".
Therefore, when holders of Class A stock and TCD stock vote together as a
single class, the holders of Class A stock, as a group, will be in a position to
control the outcome of the vote even if the matter involves a conflict of
interest between the holders of Class A stock and holders of TCD stock.
The New York Business Corporation Law requires a separate vote of holders of
shares of common stock of any series on any proposed amendment to our
certificate of incorporation if such holders will be adversely affected by a
proposed amendment that would:
- exclude or limit their right to vote on any matter, except as such right
may be limited by new shares then being authorized whether of an existing
or new class or series;
- change their shares by reducing the par value thereof;
- change their shares into a different number of shares of the same class or
into the same or a different number of shares of any one or more other
classes or series thereof;
- either change or abolish the designation of their shares, or any of their
relative rights, preferences, and limitations, including any provisions as
to undeclared dividends on their shares, whether or not cumulative or
accrued, including any provisions as to the redemption of their shares or
any sinking fund related thereto, and including any provisions as to their
preemptive rights;
- provide that their shares may be converted into shares of any other class
or any other series of the same class, or alter the terms and conditions
upon which their shares are convertible, or change the underlying shares
which are issuable upon conversion of such shares; or
- subordinate their rights by authorizing shares having preferences which
would be superior to their rights in any respect.
On matters where holders of either Class A stock or TCD stock are entitled under
the New York Business Corporation Law to vote as a separate class, each share of
that class would be entitled to one vote in the separate vote on such matter.
After TCD stock is issued, we will set forth the number of outstanding
shares of Class A stock, Class B stock and TCD stock in our annual and quarterly
reports filed pursuant to the Securities Exchange Act, and disclose in any proxy
statement for a stockholders meeting the number of outstanding shares and per
share voting rights of Class A stock, Class B stock and TCD stock.
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<PAGE>
DIVIDENDS
We do not expect to pay dividends on TCD stock for the foreseeable future.
We currently continue to pay quarterly dividends on NYT stock. We will be
permitted to pay dividends on:
- NYT stock out of assets of The Times legally available for the payment of
dividends under New York law, but the total amounts paid as dividends on
NYT stock cannot exceed the Available Dividend Amount for NYT; and
- TCD stock out of the assets of The Times legally available for the payment
of dividends under New York law, and transfer corresponding amounts to NYT
in respect of its retained interest in TCD. However, the total amounts
paid as dividends on TCD stock and the corresponding amounts transferred
to NYT in respect of its retained interest in TCD cannot exceed the
Available Dividend Amount for TCD.
The "Available Dividend Amount for NYT" at any time is the amount that would
then be legally available for the payment of dividends on NYT stock under New
York law if:
- NYT and TCD were each a separate New York corporation;
- NYT had outstanding:
- a number of shares of common stock, par value $0.10 per share, equal to
the number of shares of NYT stock that are then outstanding; and
- a number of shares of preferred stock, par value $1.00 per share, equal
to the number of shares of serial preferred stock of The Times that
have been attributed to NYT and are then outstanding;
- the assumptions about TCD set forth in the definition of "Available
Dividend Amount for TCD" below were true; and
- NYT owned a number of shares of TCD stock equal to the number of shares of
TCD stock issuable with respect to NYT's retained interest in TCD.
Similarly, the "Available Dividend Amount for TCD" at any time is the amount
that would then be legally available for the payment of dividends on TCD's
common stock under New York law if TCD were a separate New York corporation
having outstanding:
- a number of shares of common stock, par value $0.10 per share, equal to
the number of shares of TCD stock that are then outstanding plus the
number of shares of TCD stock issuable with respect to NYT's retained
interest in TCD; and
- a number of shares of preferred stock, par value $1.00 per share, equal to
the number of shares of serial preferred stock of The Times that have been
attributed to TCD and are then outstanding, if any.
The amount legally available for the payment of dividends on common stock of
a corporation under New York law is generally limited to:
- the total assets of the corporation less its total liabilities, LESS
- the aggregate par value of the outstanding shares of its common and
preferred stock.
As mentioned above, these restrictions will form the basis for calculating
the Available Dividend Amounts for NYT and TCD. These restrictions will also
form the basis for calculating the aggregate amount of dividends that The Times
as a whole can pay on its common stock, regardless of class. Thus, net losses of
either group, and any dividends and distributions on, or repurchases of, any
class of common stock, will reduce the assets legally available for dividends on
all classes of common stock.
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<PAGE>
Subject to the foregoing limitations and to any other limitations set forth
in any future series of preferred stock or in any agreements binding on The
Times from time to time, we will have the right to pay dividends on any, all or
none of the classes of common stock in equal or unequal amounts, notwithstanding
the performance of any group, the amount of assets available for dividends on
any class, the amount of prior dividends paid on any class, the respective
voting rights of each class or any other factor.
At the time of any dividend on the outstanding shares of TCD stock,
including any dividend paid as a result of a disposition of all or substantially
all of the assets of TCD, but excluding any dividend payable in shares of TCD
stock, we will credit to NYT, and charge against TCD, a corresponding amount in
respect of NYT's retained interest in TCD. Specifically, the corresponding
amount will equal:
- the aggregate amount of such dividend TIMES
- a fraction, the numerator of which is the number of shares of TCD stock
issuable with respect to NYT's retained interest in TCD and the
denominator of which is the number of shares of TCD stock then
outstanding.
This amount can also be expressed as follows:
(AGGREGATE AMOUNT OF DIVIDEND) X (NUMBER OF SHARES OF TCD STOCK ISSUABLE WITH
RESPECT OF NYT'S
RETAINED INTEREST IN TCD)
- --------------------------------------------------------------------------------
(NUMBER OF SHARES OF TCD STOCK OUTSTANDING)
Upon any dividend payable in TCD stock, appropriate adjustment will be made
in the number of shares of TCD stock issuable in respect of NYT's retained
interest.
MANDATORY DIVIDENDS, REDEMPTION, OR EXCHANGE ON DISPOSITION OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF TCD OR NYT
If we dispose of all or substantially all of the assets of TCD, defined in
our amended and restated certificate of incorporation to be at least 80% of the
then-current fair value of the assets of TCD to one or more persons or entities,
in one transaction or a series of related transactions, and this disposition is
not an exempt disposition as defined above, we would be required, by the 85th
trading day after the consummation of this disposition, to choose one of the
following three alternatives:
- declare and pay a dividend to the holders of TCD stock in cash,
securities, other than common stock of The Times, or other property, or a
combination thereof, in an amount having a fair value equal to their
proportionate interest in the net proceeds of the disposition;
- redeem from holders of TCD stock, for cash, securities, other than common
stock of The Times, or other property, or a combination thereof, in an
amount having a fair value equal to their proportionate interest in the
net proceeds of such disposition, all the outstanding shares of the TCD
stock, or, if TCD continues after such disposition to own any material
assets other than the proceeds of such disposition, a number of shares of
TCD stock having an aggregate average market value, during the 20
consecutive trading day period beginning on the 16th trading day
immediately following the date on which the disposition is consummated,
equal to such fair value; or
- issue shares of Class A stock in exchange for all of the outstanding
shares of TCD stock at a 10% premium, based on the average market value of
Class A stock as compared to the average market value of TCD stock during
the 20 consecutive trading day period beginning on the 16th trading day
immediately following the date on which the disposition is consummated.
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<PAGE>
In connection with any special dividend on, or redemption of less than all,
TCD stock, as described above, we will credit to NYT, and charge against TCD, a
corresponding amount in respect of NYT's retained interest in TCD. Specifically,
the corresponding amount will equal:
- the aggregate amount of such dividend or redemption TIMES
- a fraction, the numerator of which is the number of shares of TCD stock
issuable with respect to NYT's retained interest in TCD and the
denominator of which is the number of shares of TCD stock then
outstanding.
This amount can also be represented by the following:
(AGGREGATE AMOUNT) X (NUMBER OF SHARES OF TCD STOCK ISSUABLE WITH RESPECT TO
NYT'S
RETAINED INTEREST IN TCD)
- --------------------------------------------------------------------------------
(NUMBER OF SHARES OF TCD STOCK OUTSTANDING)
In addition, in connection with any redemption of TCD stock as described
above, we will decrease the number of shares of TCD stock issuable with respect
to NYT's retained interest in TCD by the same proportion as the proportionate
decrease in outstanding shares of TCD caused by such redemption.
At any time within one year after completing any dividend or partial
redemption of the sort referred to above, we will have the right to issue shares
of Class A stock in exchange for outstanding shares of TCD stock at a 10%
premium. The exchange ratio that will result in a 10% premium will be calculated
based on the average market value of Class A stock as compared to the average
market value of the TCD stock during the 20 consecutive trading day period
ending on the 5th trading day immediately preceding the date on which The Times
mails the notice of exchange to holders of TCD stock. In determining whether to
effect any such exchange following such a dividend or partial redemption, we
would, in addition to other matters, consider:
- whether the remaining assets of TCD continue to constitute a viable
business;
- the number of shares of TCD stock remaining issued and outstanding;
- the per share market price of TCD stock; and
- the ongoing cost of continuing to have a separate class of TCD stock
outstanding.
Upon the sale of all or substantially all the assets of NYT, the holders of
NYT stock would have comparable rights to receive a dividend, to have their
shares redeemed or to receive TCD stock in exchange for their shares at our
discretion on terms substantially similar to the terms as described above.
OPTIONAL EXCHANGE OF TCD STOCK FOR CLASS A STOCK
We will have the right, at any time on or after January 1, 2003, to issue
shares of Class A stock in exchange for all outstanding shares of TCD stock at a
15% premium. The exchange ratio that will result in a 15% premium will be
calculated based on the average market value of Class A stock as compared to the
average market value of TCD stock during a 20 consecutive trading day period
ending on the fifth trading day immediately preceding the date on which The
Times mails the notice of exchange to the holders of TCD stock. No premium will
be payable if we make the exchange at any time after the aggregate market value
of the outstanding TCD stock shall have exceeded for any period of 20
consecutive trading days the aggregate market value of the outstanding NYT
stock, assuming the conversion of Class B stock into Class A stock for purposes
of the calculation. Prior to January 1, 2003, we can issue shares of Class A
stock in exchange for all outstanding shares of TCD stock at the applicable
premium if, as result of the enactment of legislative changes or administrative
proposals or changes, we or our stockholders would, based on the legal opinion
of our tax counsel, more likely than not be subject to tax upon issuance of TCD
stock or NYT stock or if TCD stock or NYT stock more likely than not would not
be treated as stock of The New York Times Company.
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<PAGE>
OPTIONAL EXCHANGE FOR STOCK OF A SUBSIDIARY IN CONNECTION WITH A SPIN-OFF
We will have the right, at any time, to exchange stock of a subsidiary of
The Times for TCD stock so long as the assets and liabilities of TCD are held
directly or indirectly by the subsidiary. In such event, holders of TCD stock
will receive a class of common stock in the subsidiary that possesses voting
rights with respect to the subsidiary that are generally comparable to the
voting rights that TCD stock has with respect to The Times, except that such
stock will have a fixed one vote per share on matters on which it is entitled to
vote. The Times will distribute the remaining shares of the subsidiary to the
holders of Class A stock and Class B stock, with the holders of Class A stock
receiving shares of the same class as the shares issued to the holders of TCD
stock and the holders of Class B stock receiving shares of a separate class of
common stock of the subsidiary that possesses voting rights with respect to the
subsidiary that are generally comparable to the voting rights that Class B stock
has with respect to The Times. Depending on the circumstances at the time, an
exchange of stock of a subsidiary of The Times for TCD stock could be taxable to
holders of TCD stock and to The Times for United States federal income tax
purposes.
GENERAL DIVIDEND, EXCHANGE AND REDEMPTION PROVISIONS
If we complete a disposition of all or substantially all of the assets of
TCD, other than an exempt disposition, we would be required, not more than the
10 trading days after the consummation of such disposition, to issue a press
release specifying:
- the net proceeds of such disposition;
- the number of shares of TCD stock then outstanding;
- the number of shares of TCD stock issuable upon conversion, exchange or
exercise of any convertible or exchangeable securities, options or
warrants and the conversion, exchange or exercise prices thereof; and
- the number of shares of TCD stock issuable with respect to NYT's retained
interest in TCD.
Not more than 40 trading days after such consummation, we would be required
to announce by press release which of the actions specified in the first
paragraph under "--Mandatory Dividend, Redemption, or Exchange on Disposition of
All or Substantially All of the Assets of TCD" we have determined to take, and
upon making that announcement, that determination would become irrevocable. In
addition, we would be required, not more than 40 trading days after such
consummation and not less than 10 trading days before the applicable payment
date, redemption date or exchange date, to send a notice by first-class mail,
postage prepaid, to holders of TCD stock at their addresses as they appear on
our transfer books.
If we determine to undertake a special dividend, we would be required to
specify in the notice:
- the record date for such dividend;
- the payment date of such dividend, which cannot be more than 85 trading
days after such consummation; and
- the aggregate amount and type of property to paid in such dividend and the
approximate per share amount thereof.
If we determine to undertake a redemption, we would be required to specify
in the notice:
- the date of redemption, which cannot be more than 85 trading days after
such consummation;
- the aggregate amount and type of property to be paid as a redemption price
and the approximate per share amount thereof;
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<PAGE>
- if less than all shares of TCD stock are to be redeemed, the number of
shares to be redeemed; and
- the place or places where certificates for shares of TCD stock, properly
endorsed or assigned for transfer, unless we waive such requirement,
should be surrendered in return for delivery of the cash, securities or
other property to be paid by The Times in such redemption.
If we determine to undertake an exchange, we would be required to specify in
the notice:
- the date of exchange, which cannot be more than 85 trading days after such
consummation;
- the number of shares of Class A stock to be issued in exchange for each
outstanding share of TCD stock; and
- the place or places where certificates for shares of TCD stock, properly
endorsed or assigned for transfer, unless we waive such requirement,
should be surrendered in return for delivery of the Class A stock to be
delivered by The Times in such exchange.
If we determine to complete any exchange described under "--Optional
Exchange of TCD Stock for Class A Stock" or "--Optional Exchange for Stock of a
Subsidiary in Connection with a Spin-off", we would be required, between 10 to
30 trading days before the exchange date, to send a notice by first-class mail,
postage prepaid, to holders of TCD stock at their addresses as they appear on
our transfer books, specifying:
- the exchange date and the other terms of the exchange; and
- the place or places where certificates for shares of TCD stock, properly
endorsed or assigned for transfer, unless we waive such requirement,
should be surrendered for delivery of the Class A stock or the stock of
the subsidiary, as the case may be, to be delivered by The Times in such
exchange.
Neither the failure to mail any required notice to any particular holder nor
any defect therein would affect the sufficiency thereof with respect to any
other holder or the validity of any dividend, redemption or exchange.
If we are redeeming less than all of the outstanding shares of TCD stock, we
would redeem such shares pro rata or by lot or by such other method as the board
of directors determines to be equitable.
No holder of TCD stock being exchanged or redeemed will be entitled to
receive any cash, securities or other property to be distributed in such
exchange or redemption until such holder surrenders certificates for such
shares, properly endorsed or assigned for transfer, at such place as we specify,
unless we waive such requirement. As soon as practicable after our receipt of
certificates for such shares, we would deliver to the person for whose account
such shares were so surrendered, or to the nominee or nominees of such person,
the cash, securities or other property to which such person is entitled,
together with any fractional payment referred to below, in each case without
interest. If less than all of the shares of TCD stock represented by any one
certificate were to be exchanged or redeemed, we would also issue and deliver a
new certificate for the shares of TCD stock not exchanged or redeemed.
We would not be required to issue or deliver fractional shares of any
capital stock or any other fractional securities to any holder of TCD stock upon
any exchange, redemption, dividend or other distribution described above. If
more than one share of TCD stock were held at the same time by the same holder,
we may aggregate the number of shares of any capital stock that would be
issuable or any other securities that would be distributable to such holder upon
any such exchange, redemption, dividend or other distribution. If there are
fractional shares of any capital
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stock or any other fractional securities remaining to be issued or distributed
to any holder, we would, if such fractional shares or securities were not issued
or distributed to such holder, pay cash in respect of such fractional shares or
securities in an amount equal to the fair value thereof, without interest.
From and after the date set for any exchange or redemption, all rights of a
holder of shares of TCD stock that were exchanged or redeemed would cease except
for the right, upon surrender of the certificates representing such shares, to
receive the cash, securities or other property for which such shares were
exchanged or redeemed, together with any fractional payment as provided above,
in each case without interest, and, if such holder was a holder of record as of
the close of business on the record date for a dividend not yet paid, the right
to receive such dividend. A holder of shares of TCD stock being exchanged would
not be entitled to receive any dividend or other distribution with respect to
shares of Class A stock or stock of a subsidiary, as the case may be, until
after the shares being exchanged are surrendered as contemplated above. Upon
such surrender, we would pay to the holder the amount of any dividends or other
distributions, without interest, which theretofore became payable with respect
to a record date occurring after the exchange, but which were not paid by reason
of the foregoing, with respect to the number of whole shares of Class A stock or
stock of a subsidiary, as the case may be, represented by the certificate or
certificates issued upon such surrender. From and after the date set for any
exchange, we would, however, be entitled to treat the certificates for shares of
TCD stock being exchanged that were not yet surrendered for exchange as
evidencing the ownership of the number of whole shares of Class A stock or stock
of a subsidiary, as the case may be, for which the shares of TCD stock should
have been exchanged, notwithstanding the failure to surrender such certificates.
We would pay any and all documentary, stamp or similar issue or transfer
taxes that might be payable in respect of the issue or delivery of any shares of
capital stock and/or other securities on any exchange or redemption described
herein. We would not, however, be required to pay any tax that might be payable
in respect of any transfer involved in the issue or delivery of any shares of
capital stock and/or other securities in a name other than that in which the
shares so exchanged or redeemed were registered, and no such issue or delivery
will be made unless and until the person requesting such issue pays to The Times
the amount of any such tax or establishes to our satisfaction that such tax has
been paid.
We may, subject to applicable law, establish such other rules, requirements
and procedures to facilitate any dividend, redemption or exchange contemplated
as described above as the board of directors may determine to be appropriate
under the circumstances.
LIQUIDATION
Upon the voluntary or involuntary liquidation, dissolution or winding-up of
The Times, holders of NYT stock and TCD stock will be entitled to receive their
proportionate interest in the net assets of The Times, if any, remaining for
distribution to common stockholders after:
- payment of or provision for all liabilities, including contingent
liabilities, of The Times; and
- payment of the liquidation preference payable to holders of our
outstanding serial preferred stock, if any.
Such distributions will be made PRO RATA in accordance with the average
market value of a share of NYT stock, valuing Class A stock and Class B stock at
the market value of Class A stock, and the average market value of a share of
TCD stock during the 20 consecutive trading day period ending on, and including,
the 5th trading day before the date of the first public announcement of:
- a voluntary liquidation, dissolution or winding-up by The Times; or
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- the institution of any proceeding for the involuntary liquidation,
dissolution or winding-up of The Times.
The liquidation formula is intended to provide liquidation rights for each
series of common stock proportionate to the respective market values at the time
of any liquidation.
Neither the merger nor consolidation of The Times with any other entity, nor
a sale, transfer or lease of all or any part of the assets of The Times, would
alone be deemed a liquidation, dissolution or winding-up for these purposes.
NYT'S RETAINED INTEREST IN TCD
In this prospectus, we call the percentage interest in TCD intended to be
represented at any time by the outstanding shares of TCD stock the outstanding
interest percentage, and we call the remaining percentage interest in TCD
intended to be represented at any time by NYT's retained interest in TCD the
retained interest percentage. At any time, the outstanding interest percentage
equals the number of shares of TCD stock outstanding divided by the number of
notional shares of TCD stock deemed outstanding, expressed as a percentage. The
outstanding interest percentage can also be expressed as follows:
NUMBER OF SHARES OF TCD STOCK OUTSTANDING
-------------------------------------------------------------
NUMBER OF NOTIONAL SHARES OF TCD STOCK DEEMED OUTSTANDING
The retained interest percentage equals the number of shares of TCD stock
issuable with respect to NYT's retained interest in TCD divided by the number of
notional shares of TCD stock deemed outstanding, expressed as a percentage. The
retained interest percentage can also be expressed as follows:
NUMBER OF SHARES OF TCD STOCK ISSUABLE WITH RESPECT TO NYT'S
RETAINED INTEREST IN TCD
-------------------------------------------------------------
NUMBER OF NOTIONAL SHARES OF TCD STOCK DEEMED OUTSTANDING
The sum of the outstanding interest percentage and the retained interest
percentage always equals 100%. Thus:
OUTSTANDING INTEREST PERCENTAGE + RETAINED INTEREST PERCENTAGE = 100%
At the time that we file the amended and restated certificate of
incorporation, the retained interest percentage will be 100% and the outstanding
interest percentage will be 0%.
NUMBER OF SHARES OF TCD STOCK ISSUABLE WITH RESPECT TO NYT'S RETAINED INTEREST
IN TCD
The board of directors has determined that the initial number of shares
issuable with respect to NYT's retained interest in TCD will be . Under
the terms of the amended and restated certificate of incorporation, these shares
of TCD stock are the authorized shares that are issuable in respect of NYT's
retained interest. In the offering, we will attribute the net proceeds to the
equity of TCD. The issuance of the shares in the offering will have no effect on
the number of shares of TCD stock issuable with respect to NYT's retained
interest in TCD, but the issuance of the shares of TCD stock in respect of NYT's
retained interest will correspondingly reduce that number. Thus, after giving
effect to the offering,
- there will be shares of TCD stock outstanding, or
shares if the underwriters fully exercise their option to purchase
additional shares;
- the number of shares of TCD stock issuable with respect to NYT's retained
interest in TCD will remain at ;
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- the number of notional shares of TCD stock deemed outstanding will be
;
- the outstanding interest percentage will be approximately %, or
approximately % if the underwriters fully exercise their option to
purchase additional shares; and
- the retained interest percentage will be approximately %, or
approximately % if the underwriters fully exercise their option to
purchase additional shares.
ATTRIBUTION OF ISSUANCES OF TCD STOCK
After the offering, whenever we decide to issue shares of TCD stock, we will
determine, in our sole discretion, whether to attribute that issuance, and the
proceeds thereof:
- to NYT in respect of its retained interest in TCD, in a manner analogous
to a secondary offering of common stock of a subsidiary owned by a
corporate parent; or
- to TCD, in a manner analogous to a primary offering of common stock by
TCD.
If we issue any shares of TCD stock and attribute that issuance, and the
proceeds thereof, to NYT in respect of its retained interest in TCD, the number
of shares of TCD stock issuable with respect to NYT's retained interest in TCD
would be reduced by the number of shares so issued, the number of outstanding
shares of TCD stock would be increased by the same amount, the number of
notional shares of TCD stock deemed outstanding would remain unchanged, the
retained interest percentage would be reduced and the outstanding interest
percentage would be correspondingly increased. If we instead attribute that
issuance and the proceeds thereof to TCD, the number of shares of TCD stock
issuable with respect to NYT's retained interest in TCD would remain unchanged,
the number of outstanding shares of TCD stock and the number of notional shares
of TCD stock deemed outstanding would be increased by the number of shares so
issued, the retained interest percentage would be reduced and the outstanding
interest percentage would be correspondingly increased.
The former stockholders of Abuzz Technologies that hold shares of the
subsidiary of The Times that acquired Abuzz Technologies will have the right to
exchange their shares of the capital stock of the subsidiary for shares of TCD
stock. This issuance will be attributable to NYT and will reduce NYT's retained
interest in TCD.
ISSUANCES OF TCD STOCK AS DISTRIBUTIONS ON NYT OR TCD STOCK
We reserve the right to issue shares of TCD stock as a distribution on NYT
stock, although we do not currently intend to do so. If we did so, we would
attribute that distribution to NYT in respect of its retained interest in TCD.
As a result, the number of shares of TCD stock issuable with respect to NYT's
retained interest in TCD would be reduced by the number of shares of TCD stock
so distributed, the number of outstanding shares of TCD stock would be increased
by the same amount, the number of notional shares of TCD stock deemed
outstanding would remain unchanged, the retained interest percentage would be
reduced and the outstanding interest percentage would be correspondingly
increased. If instead we issued shares of TCD stock as a distribution on TCD
stock, we would attribute that distribution to TCD, in which case we would
proportionately increase the number of shares of TCD stock issuable with respect
to NYT's retained interest in TCD. As a result, the number of shares of TCD
stock issuable with respect to NYT's retained interest in TCD and the number of
notional shares of TCD stock deemed outstanding would each be increased by the
same percentage as the number of outstanding shares of TCD stock is increased
and the retained interest percentage and outstanding interest percentage would
remain unchanged.
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REPURCHASES OF TCD STOCK
If we decide to repurchase shares of TCD stock, we would determine, in our
sole discretion, whether to attribute that repurchase and the cost thereof to
NYT, in a manner analogous to a purchase of common stock of a subsidiary by a
corporate parent, or to TCD, in a manner analogous to an issuer repurchase. If
we repurchase shares of TCD stock and attribute that repurchase and the cost
thereof to NYT, the number of shares of TCD stock issuable with respect to NYT's
retained interest in TCD would be increased by the number of shares so
purchased, the number of outstanding shares of TCD stock would be decreased by
the same amount, the number of notional shares of TCD stock deemed outstanding
would remain unchanged, the retained interest percentage would be increased and
the outstanding interest percentage would be correspondingly decreased. If we
instead attribute that repurchase and the cost thereof to TCD, the number of
shares of TCD stock issuable with respect to NYT's retained interest in TCD
would remain unchanged, the number of outstanding shares of TCD stock and the
number of notional shares of TCD stock deemed outstanding would be decreased by
the number of shares so repurchased, the retained interest percentage would be
increased and the outstanding interest percentage would be correspondingly
decreased.
TRANSFERS OF CASH OR OTHER PROPERTY BETWEEN NYT AND TCD
We may, in our sole discretion, determine to transfer cash or other property
from TCD to NYT in return for a decrease in NYT's retained interest in TCD, in a
manner analogous to a return of capital, or to transfer cash or other property
from NYT to TCD in return for an increase in NYT's retained interest in TCD, in
a manner analogous to a capital contribution. If we determine to transfer cash
or other property from TCD to NYT in return for a decrease in NYT's retained
interest in TCD, the number of shares issuable of TCD stock with respect to
NYT's retained interest in TCD and the number of notional shares of TCD stock
deemed outstanding, would each be decreased by an amount equal to the fair value
of such cash or other property divided by the market value of a share of TCD
stock on the day of transfer, the number of outstanding shares of TCD stock
would remain unchanged, the retained interest percentage would be decreased and
the outstanding interest percentage would be correspondingly increased.
If we instead determine to transfer cash or other property from NYT to TCD
in return for an increase in NYT's retained interest in TCD, the number of
shares of TCD stock issuable with respect to NYT's retained interest in TCD and
the number of notional shares of TCD stock deemed outstanding would each be
increased by an amount equal to the fair value of such cash or other property
divided by the market value of a share of TCD stock on the day of transfer, the
number of outstanding shares of TCD stock would remain unchanged, the retained
interest percentage would be increased and the outstanding interest percentage
would be correspondingly decreased.
We may not attribute issuances of TCD stock to NYT, transfer cash or other
property of TCD to NYT in return for a decrease in its retained interest in TCD
or take any other action to the extent that doing so would cause the number of
shares of TCD stock issuable with respect to NYT's retained interest in TCD to
decrease below zero.
For illustrations showing how to calculate the retained interest percentage,
the outstanding interest percentage, the number of shares of TCD stock issuable
with respect to NYT's retained interest in TCD and the number of notional shares
of TCD stock deemed outstanding after giving effect to certain hypothetical
dividends, issuances, repurchases and transfers, see Annex I to this prospectus,
"Illustration of Certain Terms".
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EFFECTIVENESS OF CERTAIN TERMS
The terms described under "--Voting Rights", "--Dividends", "--Mandatory
Dividend, Redemption, or Exchange on Disposition of All or Substantially All of
the Assets of TCD or NYT", "--Optional Exchange of TCD Stock for Class A Stock",
"--Optional Exchange for Stock of a Subsidiary in Connection with a Spin-off",
and "--Liquidation" above apply only when there are shares of both NYT stock and
TCD stock outstanding.
CERTAIN OTHER PROVISIONS OF THE AMENDED CHARTER AND BY-LAWS
PREFERRED STOCK
The amended and restated certificate of incorporation, like our current
certificate, will provide that the board of directors may issue shares of serial
preferred stock in one or more series from time to time. The board of directors
has the authority to fix by resolution or resolutions the relative rights,
preferences, limitations, restrictions and designations, of the shares of each
series of preferred stock, including without limitation, the following:
- the group (NYT or TCD) to which the serial preferred stock will be
attributed;
- the number of shares included in such series;
- the distinctive serial designation of such series which shall distinguish
it from other series;
- the dividend rate or rates payable to holders of the shares of such
series;
- whether dividends on the shares of such series shall be cumulative and, if
so, the date from which dividends shall accumulate, and the quarterly
dates on which dividends, if declared, shall be payable;
- the obligation, if any, of The Times to purchase or redeem shares of such
series pursuant to a sinking fund or otherwise and the price or prices at
which, the period or periods within which and the terms and conditions
upon which the shares of such series shall be redeemed or purchased, in
whole or in part, pursuant to such obligation;
- the price or prices at which, the period or periods within which and the
terms and conditions upon which the shares of such series may be redeemed,
in whole or in part, at the option of The Times or at the option of the
holder or holders thereof or upon the happening of a specified event or
events;
- whether the holders of the shares of such series shall be entitled to
receive, upon voluntary or involuntary liquidation, dissolution or
winding-up of The Times, an amount equal to the dividends accumulated and
unpaid on the shares, whether or not earned or declared, and the relative
rights of priority, if any, of payment of the shares of such series;
- whether the holders of the shares of such series shall be subject to the
operation of a purchase, retirement or sinking fund and, if so, whether
such fund shall be cumulative or noncumulative, the conditions and manner
in which such fund shall be applied to the purchase or redemption of the
shares of such series for retirement or to other corporate purposes, and
the terms and provisions that apply to the operation of the purchase,
retirement or sinking fund;
- whether or not the shares of such series shall be convertible or
exchangeable, at any time or times at the option of the holder or holders
thereof or at the option of The Times or upon the happening of a specified
event or events, into shares of any other class or classes or any other
series of the same or any other class or classes of stock of The Times and
the price or prices or rate or rates of exchange or conversion and any
adjustments applicable thereto; and
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- whether or not holders of the shares of such series shall have voting
rights, in addition to the voting rights provided by law, and if so the
terms of such voting rights.
Section 804(a)(2) of the New York Business Corporation Law automatically
gives holders of the outstanding shares of a class the option to vote as a class
on amendments to change the number of authorized shares of such class.
OPTIONAL CONVERSION OF CLASS B STOCK INTO CLASS A STOCK
The amended and restated certificate of incorporation, like our current
certificate, will provide that the holders of shares of Class B stock have the
option to convert such stock into shares of Class A stock, on a share-for-share
basis, at any time. Shares of Class B stock that are surrendered for conversion
are canceled and may not be reissued.
DETERMINATIONS BY THE BOARD
The amended and restated certificate, like our current certificate, will
provide that, subject to applicable law, any determinations made by the board of
directors in good faith under the amended and restated certificate of
incorporation or in any certificate of designation filed pursuant thereto would
be final and binding on all stockholders of The Times.
PREEMPTIVE RIGHTS
The amended and restated certificate of incorporation, like our current
certificate, will provide that, except for the holders of Class B stock, no
holder of any share of any class of stock of The Times, including the TCD stock,
will have any preemptive rights to subscribe for any additional shares of
capital stock or securities that we may issue in the future.
NUMBER OF DIRECTORS; FILLING VACANCIES
The number of members of the board of directors will be fixed from time to
time by resolution of a majority of the board of directors. No decrease in the
number of directors shall shorten the term of any incumbent director.
Vacancies, whether arising through death, resignation, an increase in the
number of directors, disqualification or otherwise, may be filled by a majority
vote of the remaining directors, although less than a quorum.
A director elected to fill a vacancy shall serve for the unexpired term in
respect of which such vacancy occurred.
CERTAIN PROVISIONS OF NEW YORK LAW
The Times is subject to the business combination provisions of Section 912
of the New York Business Corporation Law. In general, such provisions prohibit a
publicly-held New York corporation from engaging in various business combination
transactions with any interested shareholder for a period of five years after
the date of the transaction in which the person became an interested shareholder
unless:
- the business combination transaction, or the transaction in which the
interested shareholder became an interested shareholder, is approved by
the board of directors prior to the purchase;
- the combination was approved by the board of directors prior to the
shareholder's stock acquisition date;
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- the combination was approved by the disinterested shareholders at a
meeting called no earlier than five years after the interested
shareholder's stock acquisition date; or
- the price paid to all the shareholders meets statutory criteria.
A business combination is defined to include various transactions between
the corporation and its interested stockholder, including mergers,
consolidations, transfers of assets, whether by sale, lease, exchange, mortgage,
pledge, transfer or otherwise, certain share issuances, liquidation or
dissolution, certain reclassifications of securities and other transactions
resulting in financial benefit to a stockholder. In general, an interested
stockholder is a person who, together with affiliates and associates, owns or,
within five years, did own, 20% or more of a corporation's voting stock. The
statute could prohibit or delay mergers or other takeovers or change in control
attempts with respect to The Times and, accordingly, may discourage attempts to
acquire The Times.
LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
The New York Business Corporation Law provides that a corporation has the
power to indemnify certain persons, including its officers and directors, under
stated circumstances and subject to certain limitations in connection with
services performed in good faith for the corporation.
Our by-laws provide that The Times indemnify to the full extent permitted by
law any person made or threatened to be made a party to any civil or criminal
action or proceeding by reason of the fact that such person or such person's
testator or intestate is or was a director or officer of The Times, or serves or
served at the request of The Times any other enterprise as a director, officer
or employee. Our by-laws provide that any judgments, fines, amounts paid in
settlement, taxes or penalties and expenses, including attorneys' fees, incurred
by any such person in defending any such action, suit or proceeding will be paid
or reimbursed by The Times to the full extent permitted by law, except that such
person is not entitled to be indemnified by The Times if a judgment or other
final adjudication establishes that such person's acts were committed in bad
faith or were the result of active and deliberate dishonesty and, in either
case, were material to the cause of action so adjudicated, or that such person
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled.
Our by-laws provide that such right to indemnification is not intended to
limit any right to indemnification to which any officer or director would be
entitled by law in the absence of such by-law provision, nor shall it be deemed
exclusive of any other rights such a person may have under law, any provision of
our certificate of incorporation or by-laws, any agreement approved by the board
of directors, or a resolution of stockholders or directors.
As permitted by the New York Business Corporation Law, our certificate of
incorporation provides, and our amended and restated certificate will provide,
that directors of The Times are not personally liable for damages for any breach
of duty as a director unless a judgment or other final adjudication adverse to
such director establishes that his or her actions were in bad faith or involved
intentional misconduct or a knowing violation of law or that he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled or that his or her acts violated Section 719 of the
New York Business Corporation Law or for any act or omission prior to the
effectiveness of this provision.
We maintain directors' and officers' liability insurance which insures
against liabilities that our directors or officers may incur in such capacities.
STOCK TRANSFER AGENT AND REGISTRAR
EquiServe Trust Company is the registrar and transfer agent for NYT stock
and TCD stock.
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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of the material United States federal
income tax considerations relevant to an investment in TCD stock. This
discussion is based upon the provisions of the United States Internal Revenue
Code of 1986, as amended, and regulations, rulings and judicial decisions
thereunder as of the date hereof. These authorities are subject to change,
possibly with retroactive effect. In particular, the United States Congress
could enact legislation, or the Treasury Department could issue regulations or
other guidance, including, without limitation, regulations issued under the
broad grant of authority under Section 337(d) of the Internal Revenue Code, that
affect the treatment of tracking stock, including TCD stock. Any such change,
which could be retroactive, could alter the tax consequences discussed below.
BECAUSE UNITED STATES TAX CONSEQUENCES MAY DIFFER FROM ONE HOLDER TO THE
NEXT, THE DISCUSSION SET OUT BELOW DOES NOT PURPORT TO DESCRIBE ALL OF THE TAX
CONSIDERATIONS THAT MAY BE RELEVANT TO YOU IN LIGHT OF YOUR PARTICULAR
SITUATION. IN ADDITION, THE DISCUSSION BELOW DOES NOT ADDRESS MATTERS OF STATE,
LOCAL OR FOREIGN TAX LAW. ACCORDINGLY, YOU ARE ADVISED TO CONSULT YOUR OWN TAX
ADVISOR AS TO THE UNITED STATES FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES
OF INVESTING IN TCD STOCK. THE STATEMENTS OF UNITED STATES TAX LAW BELOW ARE
BASED ON THE LAWS AND INTERPRETATIONS THEREOF IN FORCE AS OF THE DATE OF THIS
PROSPECTUS, AND ARE SUBJECT TO CHANGE.
We believe that TCD stock will be treated as common stock of The New York
Times Company for United States federal income tax purposes. Accordingly, we
believe that neither we nor you will recognize any income, gain or loss for
United States federal income tax purposes as a result of the issuance of TCD
stock.
We have not sought any ruling from the Internal Revenue Service in
connection with the issuance of TCD stock. The Internal Revenue Service has
announced that it will not issue advance rulings on the classification of an
instrument, such as TCD stock, that has certain voting and liquidation rights in
the issuing corporation, but that has dividend rights that are determined by
reference to the earnings of a segregated portion of the issuing corporation's
assets, including assets held by a subsidiary. In addition, there are no court
decisions or other authorities that bear directly on the classification for tax
purposes of instruments with characteristics similar to those of TCD stock.
Accordingly, it is possible that the Internal Revenue Service could assert that
the issuance of TCD stock will result in a substantial taxable gain to us and
that a court could agree with that assertion.
A legislative proposal made by the Clinton Administration in February 1999
would impose a corporate-level tax on the issuance of stock similar to TCD
stock. As proposed by the Clinton Administration, this provision would be
effective for tracking stock issued on or after the date of its enactment by
Congress. Tax legislation enacted by Congress subsequent to the Clinton
Administration proposal has not included any provision corresponding to the
proposal. However, we cannot predict whether the Clinton Administration proposal
will be enacted by Congress and, if enacted, whether it will be in the form
proposed. If the Clinton Administration proposal or a similar proposal is
enacted, then we could be subject to tax on an issuance of TCD stock on or after
the date of enactment. We may issue Class A stock in exchange for TCD stock at
any time at a 15% premium or no premium, depending on the relative market values
of the outstanding TCD stock and NYT stock, if, based on the opinion of our tax
counsel, as a result of the enactment of legislative changes or administrative
proposals or changes, it is more likely than not that we or our stockholders
will be subject to tax upon issuance of TCD stock or NYT stock or that any such
stock will not be treated as stock of The New York Times Company. Under current
law, such an exchange should qualify as a tax-free recapitalization, such that
no gain or loss will be recognized by us or by holders of the stock to be
exchanged.
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We have the right, at any time, to exchange stock of a subsidiary of The
Times for TCD stock so long as the assets and liabilities of TCD are held
directly or indirectly by the subsidiary. Depending on the circumstances at the
time, such an exchange could be taxable to holders of TCD stock and The Times
for United States federal income tax purposes. See "Description of Capital
Stock--Optional Exchange for Stock of a Subsidiary in Connection with a
Spin-off".
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SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering, there has been no public market for TCD stock. Sales
of significant amounts of TCD stock in the public market, or the perception that
such sales may occur, could adversely affect the market prices of TCD stock.
Upon completion of this offering, we expect to have shares of TCD
stock outstanding, or shares if the underwriters fully exercise their
option to purchase additional shares. These shares will be freely tradeable
without restriction by persons other than "affiliates" of The Times, as that
term is defined in Rule 144 of the Securities Act.
Upon completion of this offering and assuming the underwriters do not
exercise their option to purchase additional shares, we will be entitled to
issue up to approximately additional shares of TCD stock, of which up to
shares could be for the account of NYT in respect of NYT's retained
interest in TCD.
Our employees and certain other individuals have the right to purchase
approximately shares of TCD stock under employee stock options, subject to
vesting requirements. After the completion of this offering, we intend to
file a registration statement under the Securities Act to register all shares
issuable on exercise of stock options granted or to be granted under the TCD
stock option plan. After that registration statement becomes effective, those
shares will be freely saleable in the public market immediately following
exercise of these options.
We expect up to shares of TCD stock will be owned by certain
affiliates and will therefore be deemed "restricted securities" within the
meaning of the Securities Act. The former stockholders of Abuzz Technologies, a
company acquired by TCD in July 1999, will have the right to acquire
additional shares of TCD stock in exchange for shares of a subsidiary of
The Times that were issued to them in connection with such acquisition. Such
issue will be attributable to NYT and will reduce NYT's retained interest in
TCD. These shares of TCD stock will be restricted securities within the meaning
of the Securities Act. Restricted securities may be sold in the public market
only if they are registered or if they qualify for an exemption from
registration under Rule 144 under the Securities Act. In general, under Rule 144
as currently in effect, a person (or persons whose shares are aggregated),
including an affiliate, who beneficially owns restricted securities may not sell
those securities until they have been beneficially owned for at least one year.
Thereafter, the person would be entitled to sell within any three-month period a
number of shares that does not exceed the greater of:
- 1% of the number of shares of TCD stock then outstanding (which will equal
approximately shares immediately after this offering); or
- the average weekly trading volume of TCD stock on the NYSE during the four
calendar weeks preceeding the filing with the SEC of a notice on the SEC's
Form 144 with respect to such sale.
Sales under Rule 144 are also subject to certain other requirements
regarding the manner of sale, notice and availability of current public
information about The Times.
Under Rule 144(k), a person who is not, and has not been at any time during
the 90 days preceeding a sale, an affiliate of The Times and who has
beneficially owned the shares proposed to be sold for at least two years
(including the holding period of any prior owner, except an affiliate) is
entitled to sell such shares without complying with the manner of sale, public
information, volume limitation or notice provisions of Rule 144.
The former stockholders of Abuzz Technologies have registration rights with
respect to the shares of TCD stock they are entitled to receive. Holders of a
majority of those shares are entitled to require The Times to register the
shares for resale at any time and from time to time after the first
85
<PAGE>
anniversary of this offering. In addition, the former stockholders of Abuzz
Technologies are entitled to be included in any registration of TCD stock
effected by The Times after the first anniversary of this offering, other than
for employee plans or acquisitions.
Under "lock-up" agreements with the underwriters, all executive officers and
directors of The Times, all senior officers of TCD and certain former
stockholders of Abuzz Technologies, who collectively hold (or have options to
acquire, subject to vesting requirements, or hold securities exchangeable for)
an aggregate of shares of TCD stock, have agreed not to offer, sell,
contract to sell, pledge, grant any option to purchase, make any short sale or
otherwise dispose of any shares of TCD stock, or any securities convertible
into, exchangeable for or that represent the right to receive shares of TCD
stock, for a period of 180 days from the date of this prospectus without the
prior consent of the representatives of the underwriters. We also will agree
with the underwriters that, without the prior consent of the representatives of
the underwriters, we will not offer, sell, contract to sell or otherwise dispose
of TCD stock or any securities of The Times that are substantially similar to
TCD stock, including any securities of The Times that are convertible into or
exchangeable for, or represent the right to receive, TCD stock for a period of
180 days from the date of this prospectus, other than issuances of shares of TCD
stock to persons in connection with business acquisitions and strategic
alliances provided that such persons agree to the lock-up referred to in the
preceding sentence, or pursuant to employee stock option plans existing on, or
upon the conversion or exchange of convertible or exchangeable securities
outstanding as of, the date of this prospectus.
86
<PAGE>
UNDERWRITING
The Times and the underwriters named below have entered into an underwriting
agreement with respect to the shares being offered. Subject to certain
conditions, each underwriter has severally agreed to purchase the number of
shares indicated in the following table. Goldman, Sachs & Co., FleetBoston
Robertson Stephens Inc. and J.P. Morgan Securities Inc. are the representatives
of the underwriters.
<TABLE>
<CAPTION>
Number of
Underwriters Shares
------------ ----------
<S> <C>
Goldman, Sachs & Co.........................................
FleetBoston Robertson Stephens Inc..........................
J.P. Morgan Securities Inc..................................
-------
Total...................................................
=======
</TABLE>
If the underwriters sell more shares than the total number set forth in the
table above, the underwriters have an option to buy up to an additional
shares from The Times to cover such sales. They may exercise that option
for 30 days. If any shares are purchased pursuant to this option, the
underwriters will severally purchase shares in approximately the same proportion
as set forth in the table above.
The following table shows the per share and total underwriting discounts to
be paid to the underwriters by The Times. Such amounts are shown assuming both
no exercise and full exercise of the underwriters' option to purchase
additional shares.
<TABLE>
<CAPTION>
No Full
Paid by The Times Exercise Exercise
----------------- -------- --------
<S> <C> <C>
Per Share............................................... $ $
Total................................................... $ $
</TABLE>
Shares sold by the underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this prospectus. Any
shares sold by the underwriters to securities dealers may be sold at a discount
of up to $ per share from the initial public offering price. Any such
securities dealers may resell any shares purchased from the underwriters to
certain other brokers or dealers at a discount of up to $ per share from
the initial public offering price. If all the shares are not sold at the initial
public offering price, the representatives may change the offering price and the
other selling terms.
At our request, up to shares of TCD stock have been reserved
for sale at the initial public offering price by the underwriters to holders of
Class B stock and employees and directors of The Times. There can be no
assurance that any of the reserved shares will be so purchased. The number of
shares available for sale to the general public in the offering will be reduced
by the number of reserved shares sold. Any reserved shares not so purchased will
be offered to the general public on the same basis as the other shares sold
hereby.
The Times and the executive officers and directors of The Times, the senior
officers of TCD and certain former stockholders of Abuzz Technologies have
agreed with the underwriters not to dispose of or hedge any of their TCD stock
or securities convertible into or exchangeable for shares of TCD stock during
the period from the date of this prospectus continuing through the date 180
87
<PAGE>
days after the date of this prospectus, except with the prior written consent of
the representatives. This agreement does not apply to any existing employee
benefit plans or to shares of TCD stock issued by The Times to persons in
connection with business acquisitions and strategic alliances provided that such
persons agree not to dispose of or hedge those shares during the period referred
to in the preceding sentence. See "Shares Eligible for Future Sale" for a
discussion of transfer restrictions.
Prior to this offering, there has been no public market for the shares. The
initial public offering has been negotiated among The Times and the
representatives. Among the factors to be considered in determining the initial
public offering price of the shares, in addition to prevailing market
conditions, will be the historical performance of both The Times and TCD,
estimates of the business potential and earnings prospects of The Times and TCD,
an assessment of the management of The Times and TCD, and the consideration of
the above factors in relation to market valuation of companies in related
businesses.
The Times intends to apply to list the TCD stock on the NYSE under the
symbol "TCD". In order to meet one of the requirements for listing TCD stock on
the NYSE, the underwriters have undertaken to sell lots of 100 or more shares to
a minimum of 2,000 beneficial holders.
In connection with the offering, the underwriters may purchase and sell
shares of TCD stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of TCD stock while the
offering is in progress.
The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representative has repurchased shares sold
by or for the account of such underwriter in stabilizing or short covering
transactions.
These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of TCD stock. As a result, the price of TCD stock may be
higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued by the underwriters at any
time. These transactions may be effected on the NYSE, in the over-the-counter
market or otherwise.
The underwriters do not expect sales to discretionary accounts to exceed
five percent of the total number of shares offered.
The Times estimates that our share of the total expenses of this offering,
excluding underwriting discounts and commissions, will be approximately $
million. These expenses will be allocated to TCD.
The Times has agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act.
88
<PAGE>
EXPERTS
The consolidated financial statements and the related consolidated financial
statement schedule of The Times as of December 27, 1998, and December 28, 1997,
and for each of the three years in the period ended December 27, 1998,
incorporated by reference in this prospectus, and the combined financial
statements and the combined financial statement schedule of TCD as of
December 27, 1998, and December 28, 1997, and for each of the three years in the
period ended December 27, 1998, included in this prospectus and elsewhere in the
registration statement, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report on the consolidated statements and the
related consolidated financial statement schedule of The Times incorporated by
reference herein, and as stated in their reports on the combined financial
statements and the related combined financial statement schedule of TCD
appearing herein and elsewhere in the registration statement, and are
incorporated and included in reliance upon the reports of such firm given their
authority as experts in accounting and auditing.
VALIDITY OF TCD STOCK
The validity of TCD stock offered by this prospectus will be passed upon for
The Times by Morgan, Lewis & Bockius LLP, New York, New York, and for the
underwriters by Sullivan & Cromwell, New York, New York.
89
<PAGE>
ANNEX I
ILLUSTRATION OF CERTAIN TERMS
The following illustrations show how to calculate the retained interest
percentage, the outstanding interest percentage, the number of shares of TCD
stock issuable with respect to NYT's retained interest in TCD and the number of
notional shares of TCD stock deemed outstanding after giving effect to certain
hypothetical dividends, issuances, repurchases and transfers, in each case based
on the assumptions set forth herein. In these illustrations, the number of
shares of TCD stock issuable with respect to NYT's retained interest in TCD is
initially assumed to be 100. Unless otherwise specified, each illustration below
should be read independently as if none of the other transactions referred to
had occurred. Actual calculations may be slightly different due to rounding.
At any given time, the percentage interest in TCD intended to be represented
by the outstanding shares of TCD stock (I.E., the outstanding interest
percentage) is equal to:
NUMBER OF SHARES OF TCD STOCK OUTSTANDING
-------------------------------------------------------------
NUMBER OF SHARES OF TCD STOCK OUTSTANDING + NUMBER
OF SHARES OF TCD STOCK ISSUABLE WITH RESPECT TO NYT'S RETAINED INTEREST IN TCD
and the remaining percentage interest in TCD intended to be represented by NYT's
retained interest in TCD (I.E., the retained interest percentage) is equal to:
NUMBER OF SHARES OF TCD STOCK ISSUABLE WITH RESPECT TO NYT'S RETAINED
INTEREST IN TCD
-------------------------------------------------------------
NUMBER OF SHARES OF TCD STOCK OUTSTANDING + NUMBER
OF SHARES OF TCD STOCK ISSUABLE WITH RESPECT TO NYT'S RETAINED INTEREST IN TCD
The sum of the outstanding interest percentage and the retained interest
percentage will always equal 100%. In our example, before the first issuance,
the number of shares of TCD stock issuable with respect to NYT's retained
interest in TCD is 100, the retained interest percentage is 100% and the
outstanding interest percentage is 0%.
THE OFFERING
The following illustration reflects an assumed issuance by The Times of 15
shares of TCD stock in the offering. Assume the issuance is attributed to TCD as
an increase in its equity, with the net proceeds credited solely to TCD.
<TABLE>
<S> <C>
Shares of TCD stock previously issued and outstanding....... 0
Newly issued shares of TCD stock for account of TCD......... 15
--
Total shares of TCD stock issued and outstanding after
the offering........................................ 15
==
</TABLE>
- The number of shares of TCD stock issuable with respect to NYT's retained
interest in TCD (100) would remain unchanged.
- As a result, the issued and outstanding shares (15) would represent an
outstanding interest percentage of about 13%, calculated as follows:
15
--------------
15 + 100
The retained interest percentage would accordingly be about 87%.
I-1
<PAGE>
- In this case, in the event of any dividend or other distribution paid on
the outstanding shares of TCD stock (other than a dividend or other
distribution payable in shares of TCD stock), NYT would be credited, and
TCD would be charged, with an amount equal to 667% (representing the ratio
of the number of shares of TCD stock issuable with respect to NYT's
retained interest in TCD (100) to the total number of shares of TCD stock
issued and outstanding following the offering (15)) of the aggregate
amount of such dividend or distribution.
ADDITIONAL OFFERINGS OF TCD STOCK
The following illustrations reflect an assumed issuance of an additional 15
shares of TCD stock after the assumed initial issuance of 15 shares attributed
to TCD as in increase in its equity.
ADDITIONAL OFFERING FOR ACCOUNT OF NYT
Assume the issuance is attributed to NYT in respect of NYT's retained
interest in TCD, with the net proceeds credited solely to NYT.
<TABLE>
<S> <C>
Shares of TCD stock previously issued and outstanding....... 15
Newly issued shares of TCD stock for account of NYT......... 15
--
Total shares issued and outstanding after additional
offering............................................ 30
==
</TABLE>
- The number of shares of TCD stock issuable with respect to NYT's retained
interest in TCD would decrease by the number of shares of TCD stock issued
for the account of NYT.
<TABLE>
<S> <C>
Number of shares of TCD stock issuable with respect to NYT's
retained interest in TCD prior to the additional
offering.................................................. 100
Newly issued shares of TCD stock for account of NYT......... 15
---
Number of shares of TCD stock issuable with respect to
NYT's retained interest in TCD after the additional
offering.............................................. 85
===
</TABLE>
- As a result, the total issued and outstanding shares of TCD stock
(30) would in the aggregate represent an outstanding interest percentage
of about 26%, calculated as follows:
30
--------------
30 + 85
The retained interest percentage would accordingly be reduced to about 74%.
- In this case, in the event of any dividend or other distribution paid on
TCD stock (other than a dividend or other distribution payable in shares
of TCD stock), NYT would be credited, and TCD would be charged, with an
amount equal to 283% (representing the ratio of the number of shares of
TCD stock issuable with respect to NYT's retained interest in TCD (85) to
the total number of shares of TCD stock issued and outstanding following
the additional offering (30)) of the aggregate amount of such dividend or
distribution.
I-2
<PAGE>
ADDITIONAL OFFERING FOR ACCOUNT OF TCD
Assume the issuance is attributed to TCD as an increase in its equity, with
the net proceeds credited solely to TCD.
<TABLE>
<S> <C>
Shares of TCD stock previously issued and outstanding....... 15
Newly issued shares of TCD stock for account of TCD......... 15
--
Total shares of TCD stock issued and outstanding after
additional offering................................. 30
==
</TABLE>
- The number of shares of TCD stock issuable with respect to NYT's retained
interest in TCD (100) would remain unchanged.
- As a result, the total issued and outstanding shares (30) would in the
aggregate represent an outstanding interest percentage of about 23%,
calculated as follows:
30
--------------
30 + 100
The retained interest percentage would accordingly be reduced to about 77%.
- In this case, in the event of any dividend or other distribution paid on
TCD stock (other than a dividend or other distribution payable in shares
of TCD stock), NYT would be credited, and TCD would be charged, with an
amount equal to 333% (representing the ratio of the number of shares of
TCD stock issuable with respect to NYT's retained interest in TCD
(100) to the total number of shares of TCD stock issued and outstanding
following the additional offering (30)) of the aggregate amount of such
dividend or distribution.
OFFERINGS OF CONVERTIBLE SECURITIES
If we were to issue any securities convertible into or exercisable for
shares of TCD stock, the outstanding interest percentage and the retained
interest percentage would be unchanged at the time of such issuance. If any
shares of TCD stock were subsequently issued upon conversion or exercise of such
securities, however, the outstanding interest percentage and the retained
interest percentage would be affected as shown above under "Additional Offering
for Account of NYT", if such securities were attributed to NYT, or under
"Additional Offering for Account of TCD", if such securities were attributed to
TCD.
REPURCHASES OF TCD STOCK
The following illustrations reflect an assumed repurchase by The Times of 5
shares of TCD stock after the assumed initial issuance of 15 shares of TCD stock
attributed to TCD as an increase in its equity.
REPURCHASE FOR THE ACCOUNT OF NYT
Assume the repurchase is attributed to NYT as an increase in its retained
interest in TCD, with the cost charged solely against NYT.
<TABLE>
<S> <C>
Shares of TCD stock previously issued and outstanding....... 15
Shares of TCD stock repurchased for account of NYT.......... 5
--
Total shares of TCD stock issued and outstanding after
repurchase.......................................... 10
==
</TABLE>
I-3
<PAGE>
- The number of shares of TCD stock issuable with respect to NYT's retained
interest in TCD would be increased by the number of any shares of TCD
stock repurchased for the account of NYT.
<TABLE>
<S> <C>
Number of shares of TCD stock issuable with respect to NYT's
retained interest in TCD prior to repurchase.............. 100
Number of shares of TCD stock repurchased for the account of
NYT....................................................... 5
---
Number of shares of TCD stock issuable with respect to
NYT's retained interest in TCD after repurchase....... 105
===
</TABLE>
- As a result, the total issued and outstanding shares (10) would in the
aggregate represent an outstanding interest percentage of about 9%,
calculated as follows:
10
--------------
10 + 105
The retained interest percentage would accordingly be increased to about
91%.
REPURCHASE FOR ACCOUNT OF TCD WITHOUT PARTICIPATION BY NYT
Assume the repurchase is attributed to TCD, with the cost being charged
solely against TCD. Further assume that the board of directors does not
determine to transfer assets from TCD to NYT to hold the outstanding interest
percentage and retained interest percentage constant.
<TABLE>
<S> <C>
Shares of TCD stock previously issued and outstanding....... 15
Shares of TCD stock repurchased for account of TCD.......... 5
--
Total shares of TCD stock issued and outstanding after
repurchase............................................ 10
==
</TABLE>
- The number of shares of TCD stock issuable with respect to NYT's retained
interest in TCD (100) would remain unchanged.
- As a result, the total issued and outstanding shares (10) would in the
aggregate represent an outstanding interest percentage of about 9%,
calculated as follows:
10
--------------
10 + 100
The retained interest percentage would accordingly be increased to about 91%.
REPURCHASE FOR ACCOUNT OF TCD WITH PARTICIPATION BY NYT
Assume the repurchase is attributed to TCD, with the cost being charged
solely against TCD. Further assume that the repurchase is made in connection
with a tender offer for 5, or 33%, of the then outstanding shares at a price of
$20 per share, and that the board of directors determines to transfer cash or
other assets from TCD to NYT to hold the outstanding interest percentage and
retained interest percentage constant.
<TABLE>
<S> <C>
Shares of TCD stock previously issued and outstanding....... 15
Shares of TCD stock repurchased for account of TCD.......... 5
--
Total shares of TCD stock issued and outstanding after
repurchase............................................ 10
==
</TABLE>
I-4
<PAGE>
- In order to hold constant the outstanding interest percentage and retained
interest percentage, the board of directors could determine that the
market value of a share of TCD stock in this context is $20 and transfer
from TCD to NYT an amount of cash or other assets equal to 667%
(representing the ratio of the number of shares of TCD stock issuable with
respect to NYT's retained interest in TCD (100) to the total number of
shares of TCD stock issued and outstanding (15), in each case immediately
prior to the repurchase) of the aggregate amount of the cash paid in the
tender offer to holders of outstanding shares of TCD stock ($100), or
$667.
- In that case, the number of shares of TCD stock issuable with respect to
NYT's retained interest in TCD (100) would decrease by the amount of cash
so transferred ($667) divided by the market value per share of TCD stock
($20).
<TABLE>
<S> <C>
Number of shares of TCD stock issuable with respect to NYT's
retained interest in TCD prior to transfer................ 100
Adjustment in respect of NYT's retained interest to reflect
transfer to NYT of funds theretofore allocated to TCD..... 33
---
Number of shares of TCD stock issuable with respect to
NYT's retained interest in TCD after transfer......... 67
===
</TABLE>
- As a result, the total issued and outstanding shares (10) would in the
aggregate continue to represent an outstanding interest percentage of
about 13%, calculated as follows:
10
--------------
10 + 67
The retained interest percentage would accordingly continue to be about 87%.
- Assuming that the board of directors transferred only half of the $667
amount, or $333.50, from TCD to NYT, the number of shares of TCD stock
issuable with respect to NYT's retained interest in TCD (100) would
decrease by the amount of cash so transferred divided by the Market Value
per share of TCD stock ($20).
<TABLE>
<S> <C>
Number of shares of TCD stock issuable with respect to NYT's
retained interest in TCD prior to transfer................ 100
Adjustment in respect of NYT's retained interest to reflect
transfer to NYT of cash theretofore allocated to TCD...... 17
---
Number of shares of TCD stock issuable with respect to
NYT's retained interest in TCD after transfer......... 83
===
</TABLE>
- In that case, as a result, the total shares issued and outstanding shares
(10) would in the aggregate represent an outstanding interest percentage
of about 11%, calculated as follows:
10
--------------
10 + 83
The retained interest percentage would accordingly be increased to about
89%.
TCD STOCK DIVIDENDS
The following illustrations reflect assumed dividends of TCD stock on
outstanding shares of NYT stock and outstanding shares of TCD stock,
respectively, after the assumed initial issuance of 15 shares of TCD stock
attributable to TCD as an increase in its equity.
I-5
<PAGE>
TCD STOCK DIVIDEND ON NYT STOCK
Assume 1,000 shares of NYT stock are outstanding and The Times declares a
dividend of 1/20 of a share of TCD stock on each outstanding share of NYT stock
(payable equally on the Class A and Class B).
<TABLE>
<S> <C>
Shares of TCD stock previously issued and outstanding....... 15
Newly issued shares of TCD stock for account of NYT......... 50
--
Total shares of TCD stock issued and outstanding after
dividend.............................................. 65
==
</TABLE>
- Any dividend of shares of TCD stock to the holders of shares of NYT stock
would be treated as a reduction in the number of shares of TCD Stock
issuable with respect to NYT's retained interest in TCD.
<TABLE>
<S> <C>
Number of shares of TCD stock issuable with respect to NYT's
retained interest in TCD prior to dividend................ 100
Number of shares of TCD stock distributed on outstanding
shares of NYT stock for account of NYT.................... 50
---
Number of shares of TCD stock issuable with respect to
NYT's retained interest in TCD after dividend......... 50
===
</TABLE>
- As a result, the total issued and outstanding shares (65) would in the
aggregate represent an outstanding interest percentage of about 57%,
calculated as follows:
65
--------------
65 + 50
The retained interest percentage would accordingly be reduced to about 43%.
Note, however, that after the dividend, the holders of shares of NYT stock would
also hold 50 shares of TCD stock, which would be intended to represent about 43%
interest in the value attributable to TCD.
TCD STOCK DIVIDEND ON TCD STOCK
Assume The Times declares a dividend of 1/5 of a share of TCD stock on each
outstanding share of TCD stock.
<TABLE>
<S> <C>
Shares of TCD stock previously issued and outstanding....... 15
Newly issued shares of TCD stock for account of TCD......... 3
--
Total shares of TCD stock issued and outstanding after
dividend.............................................. 18
==
</TABLE>
- The number of shares of TCD stock issuable with respect to NYT's retained
interest in TCD would reflect the stock dividend payable in shares of TCD
stock to holders of shares of TCD stock. That is, the number of shares of
TCD stock issuable with respect to NYT's retained interest in TCD would be
increased by a number equal to 667% (representing the ratio of the number
of shares of TCD stock issuable with respect to NYT's retained interest in
TCD (100) to the number of shares of TCD stock issued and outstanding
(15), in each case
I-6
<PAGE>
immediately prior to such dividend) of the aggregate number of shares
issued in connection with such dividend (3), or 20.
<TABLE>
<S> <C>
Number of shares of TCD stock issuable with respect to NYT's
retained interest in TCD prior to dividend................ 100
Adjustment in respect of NYT's retained interest to reflect
shares distributed on outstanding shares of TCD stock..... 20
---
Number of shares of TCD stock issuable with respect to
NYT's retained interest in TCD after dividend......... 120
===
</TABLE>
- As a result, the total issued and outstanding shares (18) would in the
aggregate continue to represent an outstanding interest percentage of
about 13%, calculated as follows:
18
--------------
18+ 120
The retained interest percentage would accordingly continue to be about 87%.
CAPITAL TRANSFERS OF CASH OR OTHER ASSETS BETWEEN NYT AND TCD
CAPITAL CONTRIBUTION OF CASH OR OTHER ASSETS FROM NYT TO TCD
The following illustration reflects the assumed contribution by NYT to TCD,
after the assumed initial issuance of 15 shares of TCD stock attributable to TCD
as an increase in its equity, of $40 of assets allocated to NYT at a time when
the market value of the TCD stock is $20 per share.
<TABLE>
<S> <C>
Shares of TCD stock previously issued and outstanding....... 15
Newly issued shares of TCD stock............................ 0
--
Total shares of TCD stock issued and outstanding after
contribution.......................................... 15
==
</TABLE>
- The number of shares of TCD stock issuable with respect to NYT's retained
interest in TCD would be increased to reflect the contribution to TCD of
assets theretofore allocated to NYT by a number equal to the value of the
assets contributed ($40) divided by the market value of TCD stock at that
time ($20), or 2 shares.
<TABLE>
<S> <C>
Number of shares of TCD stock issuable with respect to NYT's
retained interest in TCD prior to contribution............ 100
Increase to reflect contribution to TCD of assets allocated
to NYT.................................................... 2
---
Number of shares of TCD stock issuable with respect to
NYT's retained interest in TCD after contribution..... 102
===
</TABLE>
- As a result, the total issued and outstanding shares (15) would in the
aggregate represent an outstanding interest percentage of a little less
than 13%, calculated as follows:
15
--------------
15 + 102
The retained interest percentage would accordingly be increased to a little
more than 87%.
I-7
<PAGE>
RETURN OF CAPITAL TRANSFER OF CASH OR OTHER ASSETS FROM TCD TO NYT
The following illustration reflects the assumed transfer by TCD to NYT,
after the assumed initial issuance of 15 shares of TCD stock attributable to TCD
as an increase in its equity, of $40 of assets allocated to TCD on a date on
which the market value of TCD stock is $20 per share.
<TABLE>
<S> <C>
Shares of TCD stock previously issued and outstanding....... 15
Newly issued shares of TCD stock............................ 0
--
Total shares of TCD stock issued and outstanding after
contribution.......................................... 15
==
</TABLE>
- The number of shares of TCD stock issuable with respect to NYT's retained
interest in TCD would be decreased to reflect the transfer to NYT of
assets theretofore allocated to TCD by a number equal to the value of the
assets transferred ($40) divided by the market value of TCD stock at that
time ($20), or 2 shares.
<TABLE>
<S> <C>
Number of shares of TCD stock issuable with respect to NYT's
retained interest in TCD prior to contribution............ 100
Decrease to reflect transfer to NYT of assets allocated to
TCD....................................................... 2
---
Number of shares of TCD stock issuable with respect to
NYT's retained interest in TCD after contribution..... 98
===
</TABLE>
- As a result, the total issued and outstanding shares (15) would in the
aggregate represent an outstanding interest percentage of a little more
than 13%, calculated as follows:
15
--------------
15 + 98
The retained interest percentage would accordingly be decreased to a little
less than 87%.
ILLUSTRATION OF VOTING RIGHTS OF HOLDERS OF TCD STOCK
The following illustrations show how to calculate the voting rights of the
TCD stock under various hypothetical scenarios. The illustrations assume
40 shares of TCD stock and 100 shares of Class A stock are issued and
outstanding.
VOTING RIGHTS OF TCD STOCK BASED ONLY ON RELATIVE MARKET VALUES
<TABLE>
<S> <C>
Assumed average market value of a share of Class A stock
during the specified 20 trading day period................ $50
Assumed average market value of a share of TCD stock during
the specified 20 trading day period....................... $25
</TABLE>
Each share of Class A stock will entitle the holder to cast one vote. Each
share of TCD stock will entitle the holder to cast 0.5 votes, calculated as
follows:
$25
--------------
$50
- As a result, the holders of the outstanding shares of Class A stock would
be entitled to cast in the aggregate 100 votes (100 shares TIMES 1 vote
per share) and the holders of TCD stock would be entitled to cast in the
aggregate 20 votes (40 shares TIMES 0.5 votes per share).
I-8
<PAGE>
- As a result, the holders of the outstanding shares of Class A stock would
in the aggregate possess about 83% of the total voting power of all
outstanding shares of Class A stock and TCD stock, calculated as follows:
100
--------------
120
- As a result, the holders of the outstanding shares of TCD stock would in
the aggregate possess about 17% of the total voting power of all
outstanding shares of Class A stock and TCD stock, calculated as follows:
20
--------------
120
<TABLE>
<S> <C>
Assumed average market value of a share of Class A stock
during the specified 20 trading day period................ $50
Assumed average market value of a share of TCD stock during
the specified 20 trading day period....................... $75
</TABLE>
Each share of Class A stock will entitle the holder to cast one vote. Each
share of TCD stock will entitle the holder to cast 1.5 votes, calculated as
follows:
$75
--------------
$50
- As a result, the holders of the outstanding shares of Class A stock would
be entitled to cast in the aggregate 100 votes (100 shares TIMES 1 vote
per share) and the holders of TCD stock would be entitled to cast in the
aggregate 60 votes (40 shares TIMES 1.5 vote per share).
- As a result, the holders of the outstanding shares of Class A stock would
in the aggregate possess about 63% of the total voting power of all
outstanding shares of Class A stock and TCD stock, calculated as follows:
100
--------------
160
- As a result, the holders of the outstanding shares of TCD stock would in
the aggregate possess about 37% of the total voting power of all
outstanding shares of Class A stock and TCD stock, calculated as follows:
60
--------------
160
VOTING RIGHTS OF TCD STOCK CAPPED AT 40% OF TOTAL VOTES
<TABLE>
<S> <C>
Assumed average market value of a share of Class A stock
during the specified 20 trading day period................ $ 50
Assumed average market value of a share of TCD stock during
the specified 20 trading day period....................... $100
</TABLE>
I-9
<PAGE>
Each share of Class A stock will entitle the holder to cast one vote. Based
on the relative average market value alone, each share of TCD stock would
entitle the holder to cast two votes, calculated as follows:
$100
--------------
$50
However, because the holders of TCD stock may not possess in excess of 40%
of the total voting power of all outstanding shares of Class A stock and TCD
stock, the vote of each share of TCD stock is reduced such that all outstanding
shares of TCD stock represent 40% of the total voting power of all outstanding
shares of Class A stock and TCD stock.
- As a result, the holders of the outstanding shares of Class A stock and
TCD stock would together be entitled to cast in the aggregate 167 votes,
which is calculated by dividing the aggregate number of votes that the
holders of the Class A stock are entitled to cast (100) by the aggregate
voting power of the Class A stock (60%).
- As a result, each share of TCD stock would entitle the holder to cast
1.675 votes, which is calculated by dividing the aggregate number of votes
the holders of the TCD stock are entitled to cast (67) by the number of
shares of TCD stock that are outstanding (40), or:
67
--------------
40
I-10
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
INDEX TO COMBINED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
YEARS ENDED DECEMBER 27, 1998, DECEMBER 28, 1997, AND
DECEMBER 29, 1996
Independent Auditors' Report................................ F-2
Combined Statements of Operations........................... F-3
Combined Balance Sheets..................................... F-4
Combined Statements of Cash Flows........................... F-5
Notes to the Combined Financial Statements.................. F-6
NINE MONTHS ENDED SEPTEMBER 26, 1999 AND SEPTEMBER 27, 1998
Condensed Combined Statements of Operations (unaudited)..... F-17
Condensed Combined Balance Sheet (unaudited)................ F-18
Condensed Combined Statements of Cash Flows (unaudited)..... F-19
Notes to the Condensed Combined Financial Statements
(unaudited)............................................... F-20
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
BOARD OF DIRECTORS
AND STOCKHOLDERS OF
THE NEW YORK TIMES COMPANY
We have audited the accompanying combined balance sheets of Times Company
Digital ("TCD") (a division of The New York Times Company as described in
Note 1) as of December 27, 1998 and December 28, 1997, and the related combined
statements of operations and cash flows for each of the three years in the
period ended December 27, 1998. These combined financial statements are the
responsibility of The New York Times Company's management. Our responsibility is
to express an opinion on these combined financial statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such combined financial statements present fairly, in all
material respects, the combined financial position of TCD at December 27, 1998
and December 28, 1997, and the results of its operations and its cash flows for
each of the three years in the period ended December 27, 1998 in conformity with
generally accepted accounting principles.
As discussed in Note 1, the combined financial statements of TCD should be
read in conjunction with the audited consolidated financial statements of The
New York Times Company.
/s/ Deloitte & Touche LLP
New York, New York
January 20, 2000
F-2
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
COMBINED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEARS ENDED
------------------------------------------------
DECEMBER 27, DECEMBER 28, DECEMBER 29,
(IN THOUSANDS) 1998 1997 1996
- -------------- -------------- -------------- --------------
<S> <C> <C> <C>
REVENUE
Advertising.................................. $11,227 $ 6,114 $ 3,559
Other........................................ 2,947 4,012 2,512
------- ------- -------
Total........................................ 14,174 10,126 6,071
------- ------- -------
COSTS AND EXPENSES
Content and development...................... 9,775 7,859 5,313
Sales and marketing.......................... 8,232 3,466 2,119
General and administrative................... 12,554 5,411 3,869
Depreciation and amortization................ 1,197 472 378
------- ------- -------
Total........................................ 31,758 17,208 11,679
------- ------- -------
OPERATING LOSS............................... (17,584) (7,082) (5,608)
Interest expense, net........................ -- -- --
------- ------- -------
Loss before income taxes..................... (17,584) (7,082) (5,608)
Income tax benefit........................... 8,177 3,321 2,602
------- ------- -------
NET LOSS..................................... $(9,407) $(3,761) $(3,006)
======= ======= =======
</TABLE>
See Notes to the Combined Financial Statements.
F-3
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 28,
(IN THOUSANDS) 1998 1997
- -------------- -------------- --------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................... $ 41 $ 39
Accounts receivable (net of allowances: 1998--$29; and
1997--$19)................................................ 852 921
Deferred income taxes....................................... 1,419 264
Other current assets........................................ 480 522
------ ------
Total current assets........................................ 2,792 1,746
------ ------
PROPERTY AND EQUIPMENT, NET................................. 2,673 1,562
------ ------
MISCELLANEOUS ASSETS........................................ 453 568
------ ------
Total....................................................... $5,918 $3,876
====== ======
LIABILITIES AND DIVISIONAL EQUITY
CURRENT LIABILITIES
Accounts payable............................................ $1,111 $ 640
Accrued expenses............................................ 3,263 1,692
Deferred income............................................. 297 378
------ ------
Total current liabilities................................... 4,671 2,710
------ ------
COMMITMENTS AND CONTINGENCIES
DIVISIONAL EQUITY--Due to NYT............................... 1,247 1,166
------ ------
Total....................................................... $5,918 $3,876
====== ======
</TABLE>
See Notes to the Combined Financial Statements.
F-4
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED
------------------------------------------------
DECEMBER 27, DECEMBER 28, DECEMBER 29,
(IN THOUSANDS) 1998 1997 1996
- -------------- -------------- -------------- --------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss..................................... $(9,407) $(3,761) $(3,006)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization.............. 1,197 472 378
Deferred income taxes...................... (1,155) (184) (110)
Changes in operating assets and liabilities
Accounts receivable--net................. 69 (408) (508)
Other current assets..................... 42 (483) (1)
Accounts payable......................... 471 119 10
Accrued expenses......................... 1,571 (326) 1,128
Other--net............................... 522 (57) (31)
------- ------- -------
Net cash used in operating activities........ (6,690) (4,628) (2,140)
------- ------- -------
CASH FLOWS USED IN INVESTING
ACTIVITIES--Additions to property and
equipment.................................. (2,796) (930) (441)
------- ------- -------
CASH PROVIDED BY FINANCING
ACTIVITIES--Funding from NYT................. 9,488 4,527 3,352
------- ------- -------
Net increase (decrease) in cash and cash
equivalents................................ 2 (1,031) 771
Cash and cash equivalents at the beginning of
the year................................... 39 1,070 299
------- ------- -------
Cash and cash equivalents at the end of the
year....................................... $ 41 $ 39 $ 1,070
======= ======= =======
</TABLE>
See Notes to the Combined Financial Statements.
F-5
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
NOTES TO THE COMBINED FINANCIAL STATEMENTS
1. ORGANIZATION AND BASIS OF PRESENTATION
On January 20, 2000, the Board of Directors of The New York Times Company
("The Times") authorized, subject to stockholder approval, the issuance of a new
class of stock, Class C common stock of The Times. The Class C common stock of
The Times is intended to reflect the separate performance of Times Company
Digital, which is the Internet business division of The Times ("TCD"). The
Times's other businesses and its retained interest in TCD are referred to as
"NYT". The Class C common stock of The Times is referred to as "TCD stock".
TCD's operations have been wholly-owned by The Times since their inception.
From 1995 until the creation of TCD in July 1999, each of TCD's websites was
accounted for separately but managed as part of the related print publication.
TCD's operations include THE NEW YORK TIMES ON THE WEB (nytimes.com),
NYToday.com, boston.com and WineToday.com. TCD also has rights and obligations
under various agreements such as the license agreement concerning NYT's
trademarks and content (see Note 3). TCD will also include such other related
assets and liabilities of The Times as the capital stock committee of the Board
of Directors of The Times may deem appropriate in the future.
The provision of services and other matters, such as licensing of NYT's
trademarks and content, tax sharing and cash management policies between TCD and
NYT will be governed by inter-group agreements and policies, which are described
in Note 3, Related Party Transactions. These agreements were not in place prior
to January 1, 2000. Nevertheless, in order to prepare financial statements that
include charges and benefits of the types provided for under these agreements,
the financial statements for all previous periods herein reflect charges and
benefits that would have applied if these inter-group agreements had been in
effect during the periods presented.
The combined financial statements of TCD provide financial information
regarding the underlying businesses of TCD. Even though The Times has allocated
certain assets, liabilities, revenue, expenses and cash flows to TCD, that
allocation will not change the legal title to any assets or responsibility for
any liabilities and will not affect the rights of creditors. Holders of TCD
stock will be common stockholders of The Times and will be subject to all the
risks associated with an investment in The Times and all its businesses, assets
and liabilities. Material financial events which may occur at The Times may
affect TCD's results of operations or financial position. Accordingly, TCD's
combined financial statements should be read in conjunction with The Times's
consolidated financial statements.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF COMBINATION
The combined financial statements include all the accounts of TCD. All
significant intra-divisional transactions have been eliminated in combination.
FISCAL YEAR
TCD's fiscal year ends on the last Sunday in December. Fiscal years in the
three year period ended December 27, 1998, each contain 52 weeks.
F-6
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
NOTES TO THE COMBINED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CASH AND CASH EQUIVALENTS
TCD considers all highly-liquid instruments with original maturities of
three months or less to be cash equivalents.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost and depreciation is computed by the
straight-line method over estimated service lives of the assets ranging from
three to ten years. Leasehold improvements are amortized using the straight-line
method over the service life of the improvement or the life of the related
lease, whichever is shorter.
REVENUE RECOGNITION
Advertising Revenue
TCD's revenue is derived principally from the sale of advertising.
Advertising revenue, net of agency commissions, is recognized in the period in
which the advertisement is displayed, provided that no significant obligations
remain and collection of the resulting receivable is probable. TCD's obligations
with respect to advertising typically include a minimum number of "impressions",
or the number of times that an advertisement appears in pages viewed by users of
TCD's websites. Amounts received in advance of providing advertisements are
deferred until such time as these advertisements are displayed on the Internet
site.
Sponsorship revenue is derived principally from contracts in which TCD
commits to provide sponsors enhanced promotional opportunities beyond
traditional banner advertising. The pricing of sponsorship revenue is not based
on the number of impressions, but rather the premium placement on a particular
area of a website for a specified contract period ranging from three to
24 months. TCD recognizes sponsorship revenue as earned, generally over the
contract period, provided that no significant obligations remain outstanding. To
the extent that committed obligations are not met, TCD defers recognition of the
corresponding revenue until the obligations are met.
Revenue from barter transactions is recognized during the period in which
the advertisements are displayed. Barter transactions are recorded at the lower
of estimated fair value of the goods or services received or the estimated fair
value of the advertisements given. For each of the periods covered by these
financial statements, barter revenue was less than 1% of revenue.
Other Revenue
Revenue from subscription based fees and services is recognized evenly over
the term of the contract. Revenue from international subscriptions ceased in
July 1998.
Certain of TCD's agreements provide that it receives commissions from
e-commerce transactions. Some of these agreements provide for TCD to receive
minimum guaranteed revenue. Revenue is recognized by TCD when notification from
the merchant is received that the transaction is complete or ratably over the
contract period in cases where the minimum guaranteed revenue will exceed earned
revenue.
F-7
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
NOTES TO THE COMBINED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
TCD has also earned revenue from the licensing of the content of its
websites. Licensing revenue is recognized ratably over the life of the license
agreement.
INCOME TAXES
TCD is included in The Times's consolidated federal, state and local income
tax returns. TCD is allocated its share of The Times's consolidated income tax
assets and liabilities based on the allocation method described in Note 3,
Related Party Transactions. Deferred income tax assets and liabilities are
measured based on the difference between the financial accounting and tax bases
of assets and liabilities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Carrying amounts of TCD's financial instruments, including cash and cash
equivalents, accounts receivable, accounts payable and accrued expenses,
approximate fair value because of their short-term nature.
In accordance with Statement of Financial Accounting Standards No. 107,
Disclosures About Fair Value of Financial Instruments, TCD believes that it is
not practicable to estimate the current fair value of the balance in Due to NYT
because of the related party nature of the transactions.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements. Actual
results could differ from these estimates.
COMPREHENSIVE INCOME
Effective January 1, 1998, TCD adopted the provisions of the SFAS No. 130,
Reporting Comprehensive Income. Comprehensive income includes all changes in
equity (net assets) during a period from non-owner sources. To date, TCD has not
had any transactions, other than net loss, that are required to be reported in
comprehensive income.
CERTAIN RISKS AND CONCENTRATIONS
TCD operates in an industry which is characterized by rapid technological
advances, changes in customer requirements and evolving regulatory requirements
and industry standards. Any failure by TCD to anticipate or to respond
adequately to technological changes in its industry, changes in customer
requirements or changes in regulatory requirements or industry standards, could
have a material adverse affect on TCD's business and operating results.
For the year ended December 27, 1998, 5% of TCD's revenue was derived from
non-U.S. sources, compared to 12% for the year ended December 28, 1997, and 1%
for the year ended December 29, 1996. This revenue consisted of international
subscription fees. TCD ceased charging these fees in July 1998.
F-8
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
NOTES TO THE COMBINED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
TCD performs ongoing credit evaluations of its customers and generally does
not require collateral, although TCD does provide for potential credit losses.
The loss of a particular customer could materially affect its operating
results and financial condition. Two customers represented approximately 18% of
TCD's revenue in the year ended December 27, 1998, compared to 29% for the year
ended December 28, 1997, and 43% for the year ended December 29, 1996.
Beginnning in February 1999, TCD no longer receives revenue from one of these
customers, which had represented 9% of total revenue in the year ended
December 27, 1998, 23% of total revenue in the year ended December 28, 1997, and
38% of total revenue in the year ended December 29, 1996.
BUSINESS SEGMENTS
In 1998 TCD adopted the provisions of SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information ("SFAS 131"). SFAS 131
requires the reporting of financial and descriptive information about a
company's reportable operating segments. The statement requires reporting
segment profit or loss, certain specific revenue and expense items, and segment
assets. In addition, SFAS 131 requires that companies report information about
revenue derived from its products or services. TCD operates in a single business
segment and, as such, the adoption of SFAS 131 did not impact its combined
financial statements.
RECENT ACCOUNTING PRONOUNCEMENTS
In 1998 the AICPA issued Statement of Position No. 98-5, Reporting on the
Costs of Start-Up Activities ("SOP 98-5"). SOP 98-5 requires that companies
expense start-up costs and organization costs as they are incurred. The SOP is
effective for financial statements for fiscal years beginning after
December 15, 1998. TCD's accounting practices are currently in compliance with
SOP 98-5.
3. RELATED PARTY TRANSACTIONS
TCD's combined financial statements reflect the application of certain cash
management and allocation policies as well as other related party transactions
summarized below. The capital stock committee may rescind, modify or add to any
of these policies. Management believes that these allocations were made on a
reasonable basis. The allocations are not necessarily indicative of the level of
expenses that might have been incurred if TCD had contracted directly with third
parties. However, management believes that the level of expenses would not have
been materially different if such services had been provided by third parties.
ADVERTISING
TCD has advertised its Internet sites in various publications of NYT and has
also provided advertising to certain publications of NYT. Prior to
January 2000, it was not the policy of NYT and TCD to charge one another for
these advertisements.
Furthermore, TCD was allocated revenue from NYT for displaying classified
advertising from certain NYT publications on its Internet sites. The amount of
revenue allocated was based upon a fixed percentage of NYT's classified
advertising revenue. TCD was allocated revenue of $2,136,000
F-9
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
NOTES TO THE COMBINED FINANCIAL STATEMENTS (CONTINUED)
3. RELATED PARTY TRANSACTIONS (CONTINUED)
for the year ended December 27, 1998, $1,672,000 for the year ended
December 28, 1997, and $1,368,000 for the year ended December 29, 1996, related
to these classified advertisements. This revenue is recorded as part of
advertising revenue in the combined statements of operations.
LICENSE FEE
NYT charges TCD an annual license fee, under a license agreement expiring
December 31, 2009, for the Internet use of the trademarks and copyrights owned
by NYT properties, including THE NEW YORK TIMES, THE BOSTON GLOBE and GOLF
DIGEST. During the term of the agreement, TCD may under certain circumstances
extend the coverage of the license agreement to other available NYT properties.
Under this agreement, NYT charges TCD an annual license fee equal to the greater
of $5,000,000 or the sum of: 10% of the first $100,000,000 of TCD's revenue; 8%
of the next $50,000,000 of TCD's revenue; 6% of the next $50,000,000 of TCD's
revenue and 5% of TCD's revenue above $200,000,000.
The license agreement between TCD and NYT was not in place prior to
January 1, 2000. However, in order to prepare financial statements that include
charges of the type provided for under this agreement, a license fee, which was
calculated at 10% of revenue, with no $5,000,000 minimum, has been included in
the accompanying combined statement of operations within content and development
expenses ($1,417,000 for the year ended December 27, 1998, $1,013,000 for the
year ended December 28, 1997, and $607,000 for the year ended December 29,
1996).
ALLOCATED CORPORATE EXPENSES
NYT allocates the cost of certain corporate general and administrative
services (including legal, treasury and accounting expenses) and shared
processing services. The allocation of corporate costs are based primarily upon
TCD's revenue relative to NYT's revenue. Shared processing costs are based on
NYT's estimate of expenses related to the services provided to TCD. These
allocation methodologies are consistent with those applied to the business units
of NYT. The services agreement between TCD and NYT was not in place prior to
January 1, 2000. However, in order to prepare financial statements that include
charges of the type provided for under this agreement, the expenses for such
services performed have been included in the accompanying combined statements of
operations within general and administrative expenses based upon the allocation
methods described above.
The allocation of expenses to TCD were as follows:
<TABLE>
<CAPTION>
YEARS ENDED
------------------------------------------------
DECEMBER 27, DECEMBER 28, DECEMBER 29,
(IN THOUSANDS) 1998 1997 1996
- -------------- -------------- -------------- --------------
<S> <C> <C> <C>
Corporate general and administrative
services................................... $ 456 $ 301 $272
Shared processing services................... 1,020 702 429
------ ------ ----
Total........................................ $1,476 $1,033 $701
====== ====== ====
</TABLE>
F-10
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
NOTES TO THE COMBINED FINANCIAL STATEMENTS (CONTINUED)
3. RELATED PARTY TRANSACTIONS (CONTINUED)
INTEREST
Beginning in July 1999, NYT will allocate interest income/expense to TCD.
This will be calculated on the average accumulated amount transferred to/from
NYT at an interest rate equivalent to The Times's applicable short-term interest
rate. Had interest been allocated, TCD would have recorded interest expense of
$869,000 for the year ended December 27, 1998, $506,000 for the year ended
December 28, 1997 and $279,000 for the year ended December 29, 1996.
TAXES
Federal and state income taxes, which are determined by The Times on a
consolidated basis in accordance with applicable law, are allocated to TCD and
reflected in its combined financial statements in accordance with the terms of a
tax sharing agreement between TCD and The Times. In general, this agreement
provides that the consolidated tax provision and related tax payments or refunds
are allocated between TCD and NYT based principally upon the financial income,
taxable income, credits and other amounts directly related to TCD and NYT. As a
result, the allocated TCD amounts of taxes payable or refundable are not
necessarily comparable to those that would have resulted if TCD had filed
separate tax returns (see Note 6). The tax sharing agreement between TCD and The
Times was not in place prior to January 1, 2000. However, in order to prepare
financial statements that include allocations of tax benefits/expenses and
assets/liabilities between TCD and NYT, the financial statements for all periods
herein reflect charges and benefits that would have applied if the tax sharing
agreement had been in effect during the periods presented.
TREASURY ACTIVITIES
Payment of trade payables, payroll, certain employee benefits, and other
disbursements are processed through cash concentration accounts maintained by
NYT. Subsequent to the collection of trade receivables by TCD, all cash is
transferred to NYT.
All cash transferred from TCD to NYT, as well as all cash advanced by NYT to
TCD, and all cash payments and receipts under the license agreement, the
services agreement and the tax sharing agreement, are recorded as part of Due to
NYT in the combined balance sheets.
The activity in Divisional Equity--Due to NYT for the years ended
December 27, 1998, December 28, 1997, and December 29, 1996 is as follows:
<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 28, DECEMBER 29,
(IN THOUSANDS) 1998 1997 1996
- -------------- -------------- -------------- --------------
<S> <C> <C> <C>
Balance, beginning of year................... $1,166 $ 400 $ 54
Net loss..................................... (9,407) (3,761) (3,006)
Transfers from NYT........................... 9,488 4,527 3,352
------ ------- -------
Balance, end of year......................... $1,247 $ 1,166 $ 400
====== ======= =======
</TABLE>
F-11
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
NOTES TO THE COMBINED FINANCIAL STATEMENTS (CONTINUED)
3. RELATED PARTY TRANSACTIONS (CONTINUED)
Furthermore, NYT maintains the billing, cash collections and collection
efforts for certain of TCD's Internet sites. As the accounts receivables are
recorded as part of NYT's accounts receivables, TCD has reflected those accounts
receivable as part of Due to NYT.
TCD's accumulated losses included in Divisional Equity--Due to NYT were
$19,589,000 at December 27, 1998, and $10,182,000 at December 28, 1997.
4. PROPERTY AND EQUIPMENT
Property and equipment is comprised of the following:
<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 28,
(IN THOUSANDS) 1998 1997
- -------------- -------------- --------------
<S> <C> <C>
Leasehold improvements...................................... $1,567 $ 333
Furniture, fixtures and computer equipment.................. 3,141 1,931
Construction in progress.................................... 414 141
Less accumulated depreciation and amortization.............. (2,449) (843)
------ ------
Property and equipment--net................................. $2,673 $1,562
====== ======
</TABLE>
5. ACCRUED EXPENSES
Accrued expenses is comprised of the following:
<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 28,
(IN THOUSANDS) 1998 1997
- -------------- -------------- --------------
<S> <C> <C>
Payroll benefits and related costs.......................... $ 395 $ 310
Accrued bonuses............................................. 801 640
Office relocation liabilities............................... 802 --
Other accrued liabilities................................... 1,265 742
------ ------
Total....................................................... $3,263 $1,692
====== ======
</TABLE>
6. INCOME TAXES
Benefit for income taxes and related assets and liabilities attributed to
TCD are determined in accordance with the terms of a tax sharing agreement
between TCD and The Times (see Note 3). In general, this agreement provides that
the consolidated tax provision and related tax payments or refunds are allocated
between TCD and NYT based principally upon the financial income, taxable income,
credits and other amounts directly related to TCD and NYT. Tax benefits that can
be utilized by The Times on a consolidated basis are allocated to TCD.
F-12
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
NOTES TO THE COMBINED FINANCIAL STATEMENTS (CONTINUED)
6. INCOME TAXES (CONTINUED)
The components of the benefit for income taxes are as follows:
<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 28, DECEMBER 29,
(IN THOUSANDS) 1998 1997 1996
- -------------- -------------- -------------- --------------
<S> <C> <C> <C>
Current tax benefit
Federal.................................... $4,346 $1,914 $1,553
State, local, foreign...................... 2,676 1,223 939
------ ------ ------
Total current benefit........................ 7,022 3,137 2,492
------ ------ ------
Deferred tax benefit
Federal.................................... 718 111 68
State, local, foreign...................... 437 73 42
------ ------ ------
Total deferred benefit....................... 1,155 184 110
------ ------ ------
Income tax benefit........................... $8,177 $3,321 $2,602
====== ====== ======
</TABLE>
Reconciliation of the U.S. federal statutory tax rate to TCD's effective tax
rate on loss before income taxes is as follows:
<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 28, DECEMBER 29,
1998 1997 1996
------------------- ------------------- -------------------
% OF % OF % OF
(DOLLARS IN THOUSANDS) AMOUNT PRETAX AMOUNT PRETAX AMOUNT PRETAX
- ---------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Benefit for income taxes at federal
statutory rate............................ $6,154 35.0% $2,479 35.0% $1,963 35.0%
Benefit for state and local taxes--net...... 2,023 11.5% 842 11.9% 639 11.4%
------ ---- ------ ---- ------ ----
Income tax benefit at the effective rate.... $8,177 46.5% $3,321 46.9% $2,602 46.4%
====== ==== ====== ==== ====== ====
</TABLE>
The following is a summary of the components of the deferred tax accounts at
December 27, 1998, and December 28, 1997.
<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 28,
(IN THOUSANDS) 1998 1997
- -------------- -------------- --------------
<S> <C> <C>
Deferred tax assets
Property and equipment.................................... $1,034 $224
Deferred compensation..................................... 190 --
Accounts receivable allowances............................ 32 40
Other....................................................... 163 --
------ ----
Total deferred tax assets................................... 1,419 264
Valuation allowance......................................... -- --
------ ----
Net deferred tax assets..................................... $1,419 $264
====== ====
</TABLE>
F-13
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
NOTES TO THE COMBINED FINANCIAL STATEMENTS (CONTINUED)
7. EMPLOYEE BENEFIT PLANS
PENSION AND EMPLOYEE SAVINGS PLAN
Certain employees of TCD are eligible for participation in The Times's
noncontributory defined benefits plan. TCD's pension cost was allocated to TCD
through the Due to NYT account. The allocated cost was negligible for all
periods presented.
Beginning in July 1999, new employees of TCD are not eligible to participate
in the pension plan of The Times. All prior employees of TCD or those
transferred from NYT will earn benefits through December 31, 1999. All employees
of TCD will be eligible to participate in a separate 401(k) plan of TCD.
NYT also contributed to a multi-employer pension plan on behalf of TCD, for
which no benefit information for each contributing employee is available. The
cost of this plan was approximately $152,000 in 1998, $16,000 in 1997 and none
in 1996.
8. COMMITMENTS AND CONTINGENT LIABILITIES
OPERATING LEASES
Lease commitments are primarily for office space and equipment. Certain
office space leases provide for rent adjustments relating to changes in real
estate taxes and other operating expenses.
Rental expense amounted to $1,349,000 in 1998, $564,000 in 1997 and $284,000
in 1996. The approximate minimum rental commitments under noncancelable leases
at December 27, 1998, were as follows: 1999, $1,006,000; 2000, $605,000; 2001,
$405,000; 2002, $405,000; 2003, $270,000 and none thereafter.
EMPLOYMENT AGREEMENTS
TCD has employment agreements with two of its officers. The agreements
provide for minimum aggregate payments of approximately $693,000, $450,000 and
$369,000 during 2000, 2001 and 2002. One agreement also provides for incentive
payments upon meeting certain performance targets. One agreement expires on
November 30, 2000 and the other agreement expires on September 1, 2002.
LEGAL PROCEEDINGS
There are no legal proceedings to which The Times is a party pertaining to
the business and operations of TCD, other than ordinary routine litigation that
is incidental to the business of TCD and is not material to the business or
financial statements of The Times or TCD.
9. SUBSEQUENT EVENTS
ACQUISITION OF ABUZZ TECHNOLOGIES, INC.
On July 22, 1999, a subsidiary of The Times ("Acquisition Subsidiary")
acquired all of the stock of Abuzz Technologies, Inc. in exchange for
approximately $25,000,000 of Acquisition Subsidiary's common stock and
$5,000,000 in cash. The acquisition has been accounted for using the purchase
method of accounting. The purchase price of $30,052,000, including acquisition
costs, has been
F-14
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
NOTES TO THE COMBINED FINANCIAL STATEMENTS (CONTINUED)
9. SUBSEQUENT EVENTS (CONTINUED)
allocated to the fair market value of the net assets acquired, including other
intangibles, consisting of patents, trademarks, trade names, and an assembled
work force, which are being amortized over five years, and goodwill which is
being amortized over five years. After the acquisition, The Times owned 95.5%
and the former stockholders of Abuzz Technologies owned 4.5% of Acquisition
Subsidiary.
Upon completion of the issuance of TCD Stock to the public, the former
stockholders of Abuzz Technologies, Inc. may exchange any or all of their
Acquisition Subsidiary shares for TCD stock at an exchange rate described in
Acquisition Subsidiary's stockholders" agreement.
ISSUANCE OF STOCK OPTIONS
In 1999, Acquisition Subsidiary adopted a stock option plan (the "plan")
that provides for the grant of options in Acquisition Subsidiary's common stock
to employees of and service providers to Acquisition Subsidiary and its
affiliates. Acquisition Subsidiary has reserved 15,000,000 shares of its common
stock for issuance under the plan. With certain exceptions, such options
generally vest over four years as follows: 25% on the first anniversary of the
grant date and 12.5% every six months thereafter.
During 1999, Acquisition Subsidiary granted options to employees as follows:
September through November 1999: options for 5,512,000 shares at an exercise
price of $5.86; December 1999: options for 2,677,000 shares at an exercise price
range of $5.86 to $7.03 and; January 2000: options for 148,000 shares at an
exercise price of $7.03. The option price was equal to the fair market value at
the date of the grant, except for options to purchase 2,550,000 shares granted
in December 1999.
Furthermore, in connection with the acquisition of Abuzz Technologies, Inc.
in July 1999, the holders of unvested options to acquire shares of Abuzz
Technologies, Inc. ("Abuzz Options") received options to acquire 380,000 shares
of Acquisition Subsidiary's common stock (the "Abuzz Rollover Options") with the
same terms and conditions as the Abuzz Options. The average exercise price of
these options is $0.19. These options vest ratably over a two year period.
TCD applies Accounting Principles Board Opinion No. 25, Accounting for Stock
Options, therefore no compensation expense is recorded when the exercise price
equals the deemed fair market value at the date of grant for options issued to
its employees. Accordingly, in 1999, TCD will record deferred compensation
expense of $4,733,000 for 2,550,000 options issued in December 1999 and the
Abuzz Rollover Options for the difference between the exercise price and the
fair market value at the date of grant. TCD expects to recognize future noncash
compensation for accounting purposes as follows: 1999--$1,854,000;
2000--$2,295,000; 2001--$473,000 and 2002--$111,000, as the options vest over
their respective vesting periods.
Upon completion of the issuance of TCD stock, each option for shares of
Acquisition Subsidiary's common stock will automatically be converted into an
option to purchase shares of TCD stock at an exchange ratio described in the
plan or the individual option agreements.
LAUNCH OF GOLFDIGEST.COM
In January 1999, TCD introduced a new Internet operation, GolfDigest.com.
TCD intends to launch the related Internet site in February 2000.
F-15
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 26, 1999,
AND SEPTEMBER 27, 1998
F-16
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
CONDENSED COMBINED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
-------------------------------
SEPTEMBER 26, SEPTEMBER 27,
(IN THOUSANDS) 1999 1998
- -------------- -------------- --------------
<S> <C> <C>
REVENUE
Advertising................................................ $ 13,754 $ 8,916
Other...................................................... 1,573 1,443
-------- --------
Total...................................................... 15,327 10,359
-------- --------
COSTS AND EXPENSES
Content and development.................................... 10,315 6,443
Sales and marketing........................................ 8,861 4,937
General and administrative................................. 14,170 8,665
Depreciation and amortization.............................. 1,922 844
-------- --------
Total...................................................... 35,268 20,889
-------- --------
OPERATING LOSS............................................. (19,941) (10,530)
Interest expense, net...................................... (15) --
-------- --------
Loss before income taxes................................... (19,956) (10,530)
Income tax benefit......................................... 8,215 4,896
-------- --------
NET LOSS................................................... $(11,741) $ (5,634)
======== ========
</TABLE>
See Notes to the Condensed Combined Financial Statements.
F-17
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
CONDENSED COMBINED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 26,
(IN THOUSANDS) 1999
- -------------- --------------
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................... $ 23
Accounts receivable (net of allowance for doubtful accounts
and credits of $163)...................................... 1,486
Deferred income taxes....................................... 1,419
Other current assets........................................ 367
-------
Total current assets........................................ 3,295
-------
PROPERTY AND EQUIPMENT, NET................................. 7,769
-------
INTANGIBLE ASSETS ACQUIRED, NET............................. 30,792
-------
MISCELLANEOUS ASSETS........................................ 104
-------
Total....................................................... $41,960
=======
LIABILITIES AND DIVISIONAL EQUITY
CURRENT LIABILITIES
Accounts payable............................................ $ 4,220
Accrued expenses............................................ 3,127
Deferred income............................................. 444
Current portion of capital lease obligations................ 934
-------
Total current liabilities................................... 8,725
-------
OTHER LIABILITIES
Deferred income taxes....................................... 1,600
Capital lease obligations................................... 2,198
-------
Total other liabilities..................................... 3,798
-------
COMMITMENTS AND CONTINGENCIES
DIVISIONAL EQUITY........................................... 29,437
-------
Total....................................................... $41,960
=======
</TABLE>
See Notes to the Condensed Combined Financial Statements.
F-18
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 26, SEPTEMBER 27,
(IN THOUSANDS) 1999 1998
- -------------- -------------- --------------
<S> <C> <C>
CASH FLOWS USED IN OPERATING ACTIVITIES.................... $ (6,632) $ (4,170)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Business acquired, net of cash acquired.................... (4,544) --
Additions to property and equipment........................ (2,656) (2,360)
Other...................................................... 125 --
-------- --------
Net cash used in investing activities...................... (7,075) (2,360)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Funding from NYT........................................... 14,126 6,533
Other...................................................... (437) --
-------- --------
Net cash provided by financing activities.................. 13,689 6,533
-------- --------
Net (decrease) increase in cash and cash equivalents....... (18) 3
Cash and cash equivalents at the beginning of the period... 41 39
-------- --------
Cash and cash equivalents at the end of the period......... $ 23 $ 42
-------- --------
NON CASH INVESTING AND FINANCING TRANSACTIONS
Businesses acquired:
Fair value of assets acquired............................ $ 32,167 --
Issuance of Acquisition Subsidiary common stock.......... (25,000) --
Liabilities assumed...................................... (2,623) --
-------- --------
Cash paid................................................ $ (4,544) --
======== ========
Capital leases assets and obligations incurred............. $ 2,890 --
======== ========
</TABLE>
See Notes to the Condensed Combined Financial Statements.
F-19
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
NOTES TO THE CONDENSED COMBINED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND BASIS OF PRESENTATION
On January 20, 2000, the Board of Directors of The New York Times Company
("The Times") authorized, subject to stockholder approval, the issuance of a new
class of stock, Class C common stock of The Times. Class C common stock of The
Times is intended to reflect the separate performance of Times Company Digital,
which is the Internet business division of The Times ("TCD"). The Times's other
businesses and its retained interest in TCD are referred to as "NYT". The
Class C common stock of The Times is referred to as "TCD stock".
TCD's operations, with the exception of Abuzz Technologies, Inc. ("Abuzz
Technologies"), which was acquired in July 1999 (see Note 3), have been
wholly-owned by The Times since their inception. From 1995 until the creation of
TCD in July 1999, each of TCD's websites was accounted for separately but
managed as part of the related print publication. TCD's operations include THE
NEW YORK TIMES ON THE WEB (nytimes.com), NYToday.com, boston.com, WineToday.com,
abuzz.com and GolfDigest.com (beginning January 1999). TCD also has rights and
obligations under various agreements such as the license agreement concerning
NYT's trademarks and content. TCD would also include such other related assets
and liabilities of The Times as the capital stock committee of the Board of
Directors of The Times may deem appropriate in the future.
The provision of services and other matters, such as licensing of NYT's
trademarks and content, tax sharing and cash management policies between TCD and
NYT will be governed by inter-group agreements and policies. These agreements
were not in place prior to January 1, 2000. Nevertheless, in order to prepare
financial statements that include charges and benefits of the types provided for
under these agreements, the financial statements for all periods herein reflect
charges and benefits that would have applied if these inter-group agreements had
been in effect during the periods presented.
The condensed combined financial statements of TCD provide financial
information regarding the underlying businesses of TCD. Even though The Times
has allocated certain assets, liabilities, revenue, expenses and cash flows to
TCD, that allocation will not change the legal title to any assets or
responsibility for any liabilities and will not affect the rights of creditors.
Holders of TCD stock will be common stockholders of The Times and will be
subject to all the risks associated with an investment in The Times and all its
businesses, assets and liabilities. Material financial events which may occur at
The Times may affect TCD's results of operations or financial position.
Accordingly, TCD's condensed combined financial statements should be read in
conjunction with The Times's consolidated financial statements.
NYT's management has advised TCD's management that it is NYT's present
intention to continue to fund, if needed, the operations and cash flow needs of
TCD through fiscal 2000.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INTERIM FINANCIAL STATEMENTS
The financial statements as of and for the nine months ended September 26,
1999, and September 27, 1998, are unaudited, but have been prepared in
accordance with generally accepted accounting principles for interim condensed
financial statements and the rules of the Securities and
F-20
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
NOTES TO THE CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Exchange Commission and do not include all disclosures required by generally
accepted accounting principles for annual financial statements. In the opinion
of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation have been included. The results of operations
of any interim period are not necessarily indicative of the results of
operations for the full year.
INTANGIBLE ASSETS
Cost in excess of net assets acquired is primarily the excess of cost over
the fair market value of tangible net assets acquired. Each quarter TCD
evaluates whether there has been a permanent impairment in any of its intangible
assets, including goodwill. An impairment in value is deemed to have occurred
when the undiscounted future operating cash flows generated by the acquired
businesses are not sufficient to recover the carrying values of the intangible
assets. If it is deemed that an impairment in value may have occurred, the
excess of the purchase price over the net assets acquired and intangible assets
will be written down by the extent that the carrying amount of the assets exceed
the fair value. The excess costs are being amortized by the straight-line method
over five years. Other intangible assets acquired consist of patents, trademarks
and an assembled work force, which are being amortized by the straight-line
method over five years.
3. ACQUISITION
On July 22, 1999, pursuant to an agreement and plan of merger, a subsidiary
of The Times ("Acquisition Subsidiary") acquired all of the stock of Abuzz
Technologies, Inc. The transaction was accounted for as a purchase and
accordingly, Abuzz Technologies' operations have been included in TCD's combined
financial statements subsequent to the date of acquisition. Under the merger
agreement, Acquisition Subsidiary exchanged approximately $5,000,000 in cash
(contributed by NYT) and 3,546,000 shares of Acquisition Subsidiary's common
stock and vested options for 729,000 shares of common stock for a total purchase
price of $30,052,000, including acquisition costs. The purchase price was
allocated to the fair market value of the net assets acquired, including other
intangible assets of $7,700,000, which consists primarily of patents, tradename
and assembled work force which are being amortized over five years, and goodwill
of $23,810,000, which is being amortized by the straight-line method over five
years. After the acquisition, The Times owned 95.5% and the former stockholders
of Abuzz Technologies owned 4.5% of Acquisition Subsidiary.
Upon completion of the issuance of TCD stock, the former stockholders of
Abuzz Technologies may exchange any or all of their Acquisition Subsidiary
shares for shares of TCD stock at an exchange ratio described in Acquisition
Subsidiary's stockholders' agreement.
Subsequent to the issuance of TCD stock, The Times may be required to issue
additional shares of TCD stock, if Acquisition Subsidiary's Class A-1 common
stock is exchangeable into TCD stock with a market value at or below
$25,000,000, valued at the time of the first issuance of TCD stock to the public
as described in the merger agreement. In the event that The Times has not issued
TCD stock to the public by December 31, 2000, the holders of Acquisition
Subsidiary's Class A-1 common stock shall have the right to require Acquisition
Subsidiary to redeem their
F-21
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
NOTES TO THE CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
3. ACQUISITION (CONTINUED)
shares for an amount no less than $25,000,000 in the aggregate as described in
Acquisition Subsidiary's certificate of incorporation.
Pro forma operating results for the nine months ended September 26, 1999,
had the acquisition occurred on December 28, 1998, are as follows: revenue of
$15,526,000 and net loss of $(16,408,000). Pro forma operating results for the
nine months ended September 25, 1998, had the acquisition occurred on
December 29, 1997, are as follows: revenue of $10,582,000 and net loss of
$(10,770,000). The above unaudited pro forma results are not necessarily
indicative of the combined results that would have occurred had the acquisition
taken place as of the beginning of the periods provided, nor necessarily
indicative of results that may be achieved in the future.
4. INCOME TAX
Reconciliation of the U.S. federal statutory tax rate to TCD's effective tax
rate on loss before income taxes are as follows:
<TABLE>
<CAPTION>
SEPTEMBER 26, 1999 SEPTEMBER 27, 1998
(DOLLARS IN THOUSANDS) ----------------------- -----------------------
- ---------------------- % OF % OF
AMOUNT PRETAX AMOUNT PRETAX
-------- ------------ -------- ------------
<S> <C> <C> <C> <C>
Benefit for income taxes at federal statutory
rate....................................... $6,985 35.0% $3,686 35.0%
Benefit for state and local taxes--net....... 1,516 7.6% 1,210 11.5%
Amortization of nondeductible intangible
assets acquired............................ (286) (1.4%) -- --
------ ------ ------ -----
Benefit for income taxes at the effective
rate....................................... $8,215 41.2% $4,896 46.5%
====== ====== ====== =====
</TABLE>
5. DIVISIONAL EQUITY
Prior to July 22, 1999, the equity of TCD was represented by the account Due
to NYT, in divisional equity in the condensed combined financial statements. As
of September 26, 1999, Acquisition Subsidiary's Common Stock of $.01 par value
consisted of the following: Class A-1: 4,500,000 shares authorized; 3,546,000
shares issued and outstanding; Class A-2: 160,500,000 shares authorized; no
shares issued and outstanding; and Class B: 110,000,000 shares authorized;
80,725,000 shares issued and outstanding.
On July 22, 1999, NYT contributed the assets and liabilities of THE NEW YORK
TIMES ON THE WEB, NYToday.com, boston.com, WineToday.com and GolfDigest.com and
$5,000,000 in cash to Acquisition Subsidiary in exchange for 80,725,000 Class B
shares of Acquisition Subsidiary. The net assets contributed by NYT were
transferred at NYT's historical carrying value. The number of Acquisition
Subsidiary's Class B shares issued to NYT was a result of the allocation of the
stockholders' interests between NYT and the former stockholders of Abuzz
Technologies determined during the acquisition of Abuzz Technologies (see
Note 3). Accumulated advances in excess of $5,000,000 made by NYT to TCD
subsequent to July 1999, may be converted into
F-22
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
NOTES TO THE CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
5. DIVISIONAL EQUITY (CONTINUED)
Acquisition Subsidiary's Class B shares at the election of NYT at the fair
market value per share at the time of conversion.
The following represents the change in TCD's divisional equity for the
period from December 28, 1998, through September 26, 1999:
<TABLE>
<CAPTION>
ACQUISITION SUBSIDIARY
------------------------------------------------------------ TOTAL
COMMON ADDITIONAL DEFERRED ACCUMULATED DIVISIONAL
(DOLLARS IN THOUSANDS) DUE TO NYT STOCK PAID-IN CAPITAL COMPENSATION DEFICIT EQUITY
- ---------------------- ----------- --------- --------------- -------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 28, 1998........ $ 1,247 $ -- $ -- $ -- $ -- $ 1,247
Net loss for the period December 28,
1998, to July 22, 1999............ (6,306) -- -- -- -- (6,306)
Funding from NYT for the period
December 28, 1998, to July 22,
1999.............................. 11,527 -- -- -- -- 11,527
Transfer of certain net assets of
NYT in exchange for 80,725,000
Class B shares of Acquisition
Subsidiary........................ (6,468) 807 5,661 -- -- --
Funding from NYT for the period
July 23, 1999, to September 26,
1999.............................. 2,599 -- -- -- -- 2,599
Net loss for the period July 23,
1999, to September 26, 1999....... -- -- -- -- (5,435) (5,435)
Issuance of common stock for the
acquisition of Abuzz Technologies
3,546,000 shares, Class A-1 shares
of Acquisition Subsidiary......... -- 43 24,957 -- -- 25,000
Issuance of TCD stock options....... -- -- 1,749 (944) -- 805
------- ---- ------- ----- ------- -------
Balance at September 26, 1999....... $ 2,599 $850 $32,367 $(944) $(5,435) $29,437
======= ==== ======= ===== ======= =======
</TABLE>
6. STOCK OPTIONS
ISSUANCE OF STOCK OPTIONS
In 1999, Acquisition Subsidiary adopted a stock option plan (the "plan")
that provides for the grant of options to purchase shares of Acquisition
Subsidiary's common stock to employees of and service providers to Acquisition
Subsidiary and its affiliates. Acquisition Subsidiary has reserved 15,000,000
shares of its Class A-2 common stock for issuance under the plan. With certain
exceptions, such options generally vest over four years as follows: 25% on the
first anniversary of the grant date and 12.5% every six months thereafter. The
option price was equal to the fair market value at the date of the grant, except
for certain options granted in December 1999 (see Note 7). During the nine
months ended September 26, 1999, Acquisition Subsidiary granted 4,711,000
options to employees.
Furthermore, in connection with the acquisition of Abuzz Technologies in
July 1999, the holders of unvested options to acquire shares of Abuzz
Technologies received options to acquire 380,000 shares of Acquisition
Subsidiary's Class A-2 common stock (the "Abuzz Rollover Options") with the
F-23
<PAGE>
TIMES COMPANY DIGITAL
(A DIVISION OF THE NEW YORK TIMES COMPANY)
NOTES TO THE CONDENSED COMBINED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
6. STOCK OPTIONS (CONTINUED)
same terms and conditions. The average exercise price of these options is $0.19.
These options vest ratably over a two year period.
TCD applies Accounting Principles Board Opinion No. 25, Accounting for Stock
Options, therefore no compensation expense is recorded when the exercise price
equals the deemed fair market value at the date of grant for options issued to
its employees. Accordingly, at September 26 1999, TCD recorded deferred
compensation expense as it relates to the Abuzz Rollover Options, of $1,749,000
for the difference between the exercise price and the deemed fair value of the
underlying shares. Furthermore, this amount has been recorded as a component of
divisional equity offset by an addition to paid-in-capital. During the nine
month period ended September 26, 1999, TCD has recorded $805,000 of noncash
compensation expense related to these options. TCD expects to recognize future
noncash compensation related to the Abuzz Rollover Options for accounting
purposes as follows: Three months ended December 26, 1999,--$488,000; 2000--
$447,000 and 2001--$9,000 as the options vest over their respective vesting
periods.
At September 26, 1999, there were approximately 5,065,000 outstanding A-2
options with a weighted average option price per share of $5.46. No A-2 options
were exercisable at September 26, 1999.
Upon completion of the issuance of TCD stock, each option for shares of
Acquisition Subsidiary Class A-1 and A-2 common stock will automatically convert
into an option to purchase shares of TCD stock at an exchange ratio described in
Acquisition Subsidiary's plan or in the option agreement.
7. SUBSEQUENT EVENTS
ISSUANCE OF STOCK OPTIONS
Subsequent to September 26, 1999, Acquisition Subsidiary granted options to
its employees as follows: October through November 1999: options for 801,000
shares at an exercise price of $5.86; December 1999: options for 2,677,000
shares at an exercise price range of $5.86 to $7.03; and January 2000: options
for 148,000 shares at an exercise price of $7.03.
Subsequent to September 26, 1999, TCD will record an additional deferred
compensation expense of $2,984,000 for 2,550,000 of the options issued in
December 1999 for the difference between the exercise price and the deemed fair
value of the underlying shares. TCD expects to recognize noncash compensation
for accounting purposes related to the December 1999 options as follows: month
of December 1999--$561,000; 2000--$1,848,000; 2001--$464,000; and 2002--
$111,000 as the options vest over their respective vesting periods.
F-24
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely on
any unauthorized information or representations. This prospectus is an offer to
sell only the shares offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
------------------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
Prospectus Summary................... 3
Risk Factors......................... 12
Special Note Regarding Forward-
Looking Statements................. 25
Where You Can Find More Information.. 25
Use of Proceeds...................... 26
Dividend Policy...................... 26
Capitalization....................... 27
Dilution............................. 29
Selected Financial Data of TCD....... 30
Management's Discussion and Analysis
of Financial Condition and Results
of Operations of TCD............... 32
Business of TCD...................... 40
Management of TCD.................... 55
Executive Compensation............... 57
Certain Relationships................ 60
Tracking Stock Policies and Capital
Stock Committee.................... 62
Description of Capital Stock......... 65
Certain United States Federal Income
Tax Considerations................. 83
Shares Eligible for Future Sale...... 85
Underwriting......................... 87
Experts.............................. 89
Validity of TCD Stock................ 89
Annex I--Illustration of Certain
Terms.............................. I-1
Index to Combined Financial
Statements......................... F-1
</TABLE>
Shares
THE NEW YORK
TIMES COMPANY--
TIMES COMPANY DIGITAL
Common Stock
------------------
[LOGO]
------------------
GOLDMAN, SACHS & CO.
J.P. MORGAN & CO.
ROBERTSON STEPHENS
Representatives of the Underwriters
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a statement of the estimated expenses, other than
underwriting discounts and commissions, to be incurred in connection with the
distribution of the securities registered under this Registration Statement.*
<TABLE>
<CAPTION>
AMOUNT
--------
<S> <C>
Securities and Exchange Commission registration fee......... $26,400
NASD fees and expenses...................................... *
Legal fees and expenses..................................... *
Fees and expenses of qualification under state securities
laws (including legal fees)............................... *
NYSE listing fees and expenses.............................. *
Accounting fees and expenses................................ *
Printing and engraving fees................................. *
Registrar and transfer agent's fees......................... *
Miscellaneous............................................... *
-------
Total................................................. $ *
</TABLE>
- ------------------------
* To be included by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The New York Business Corporation Law provides that a corporation has the
power to indemnify certain persons, including its officers and directors, under
stated circumstances and subject to certain limitations in connection with
services performed in good faith for the corporation.
Our by-laws provide that The Times indemnify to the full extent permitted by
law any person made or threatened to be made a party to any civil or criminal
action or proceeding by reason of the fact that such person or such person's
testator or intestate is or was a director or officer of The Times, or serves or
served at the request of The Times any other enterprise as a director, officer
or employee. Our by-laws provide that any judgments, fines, amounts paid in
settlement, taxes or penalties and expenses, including attorneys' fees, incurred
by any such person in defending any such action, suit or proceeding will be paid
or reimbursed by The Times to the full extent permitted by law, except that such
person is not entitled to be indemnified by The Times if a judgment or other
final adjudication establishes that such person's acts were committed in bad
faith or were the result of active and deliberate dishonesty and, in either
case, were material to the cause of action so adjudicated, or that such person
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled.
Our by-laws provide that such right to indemnification is not intended to
limit any right to indemnification to which any officer or director would be
entitled by law in the absence of such by-law provision, nor shall it be deemed
exclusive of any other rights such a person may have under law, any provision of
our certificate of incorporation or by-laws, any agreement approved by the board
of directors, or a resolution of stockholders or directors.
We maintain directors' and officers' liability insurance which insures
against liabilities that our directors or officers may incur in such capacities.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<C> <S> <C>
1 -- Form of Underwriting Agreement*
3 -- Amended and Restated Certificate of Incorporation of The New
York Times Company*
4 -- Specimen of certificate representing The New York Times
Company--Class C common stock, par value $0.10 per share*
5 -- Opinion of Morgan, Lewis & Bockius LLP as to the legality of
the securities being registered*
10.1 -- TCD Stock Option Plan*
10.2 -- Employment Agreement between The New York Times Company and
Martin Nisenholtz*
10.3 -- Tax Sharing Agreement between The New York Times Company and
Times Company Digital*
10.4 -- License Agreement between The New York Times Company and
Times Company Digital*
10.5 -- Services Agreement between The New York Times Company and
Times Company Digital*
23.1 -- Consent of Deloitte & Touche LLP+
23.2 -- Consent of Morgan, Lewis & Bockius LLP (included in the
opinion filed as Exhibit 5)*
24 -- Powers of Attorney (included on signature page hereof)+
27 -- Financial Data Schedule*
</TABLE>
- ------------------------
* to be filed by amendment
+ filed herewith
ITEM 17. UNDERTAKINGS.
(A) The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
PROVIDED, HOWEVER that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-2
<PAGE>
(B) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(C) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under "ITEM 15, Indemnification
of Directors and Officers" above or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 28th day of January, 2000.
<TABLE>
<S> <C> <C>
THE NEW YORK TIMES COMPANY
By: /s/ LAURA J. CORWIN
-----------------------------------------
Laura J. Corwin
VICE PRESIDENT AND SECRETARY
</TABLE>
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Solomon B. Watson IV, Laura J. Corwin and Rhonda L. Brauer, and each acting
alone, his/her and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him/her and in his/her name, place and
stead, in any and all capacities, to sign any or all amendments or supplements
to this Registration Statement, whether pre-effective or post-effective, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing necessary or appropriate to be done with respect to this
Registration Statement or any amendments or supplements thereto in the premises,
as fully to all intents and purposes as he/she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
/s/ ARTHUR SULZBERGER, JR. Chairman of the Board
------------------------------------------- (principal executive January 28, 2000
Arthur Sulzberger, Jr. officer)
Senior Vice President and
/s/ JOHN M. O'BRIEN Chief Financial Officer
------------------------------------------- (principal financial January 28, 2000
John M. O'Brien officer)
Vice President and
/s/ STUART STOLLER Corporate Controller
------------------------------------------- (principal accounting January 28, 2000
Stuart Stoller officer)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
/s/ RUSSELL T. LEWIS President and Chief
------------------------------------------- Executive Officer, January 28, 2000
Russell T. Lewis Director
/s/ MICHAEL GOLDEN Vice Chairman and Senior
------------------------------------------- Vice President, January 28, 2000
Michael Golden Director
/s/ JOHN F. AKERS
------------------------------------------- Director January 28, 2000
John F. Akers
/s/ BRENDA C. BARNES
------------------------------------------- Director January 28, 2000
Brenda C. Barnes
/s/ RAUL E. CESAN
------------------------------------------- Director January 28, 2000
Raul E. Cesan
/s/ RICHARD L. GELB
------------------------------------------- Director January 28, 2000
Richard L. Gelb
/s/ ROBERT A. LAWRENCE
------------------------------------------- Director January 28, 2000
Robert A. Lawrence
/s/ ELLEN R. MARRAM
------------------------------------------- Director January 28, 2000
Ellen R. Marram
/s/ CHARLES H. PRICE II
------------------------------------------- Director January 28, 2000
Charles H. Price II
/s/ HENRY B. SCHACHT
------------------------------------------- Director January 28, 2000
Henry B. Schacht
/s/ DONALD M. STEWART
------------------------------------------- Director January 28, 2000
Donald M. Stewart
/s/ ARTHUR OCHS SULZBERGER
------------------------------------------- Director January 28, 2000
Arthur Ochs Sulzberger
/s/ JUDITH P. SULZBERGER
------------------------------------------- Director January 28, 2000
Judith P. Sulzberger
</TABLE>
II-5
<PAGE>
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE
BOARD OF DIRECTORS
AND STOCKHOLDERS OF
THE NEW YORK TIMES COMPANY
We have audited the combined balance sheets of Times Company Digital ("TCD")
(a division of The New York Times Company) as of December 27, 1998 and
December 28, 1997, and the related combined statements of operations and cash
flows for each of the three years in the period ended December 27, 1998 and have
issued our report thereon dated January 20, 2000 (included elsewhere in this
Registration Statement). Our audits also included the accompanying combined
financial statement schedule of TCD. This combined financial statement schedule
is the responsibility of The New York Times Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such combined financial statement schedule, when considered in relation to the
basic financial statements of TCD taken as a whole, presents fairly in all
material respects the information set forth therein.
/s/ Deloitte & Touche LLP
New York, New York
January 20, 2000
S-1
<PAGE>
TIMES COMPANY DIGITAL
VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 27, 1998
<TABLE>
<CAPTION>
(IN THOUSANDS)
- ------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ------------------------------------------------------------------------------------------------------
ADDITIONS DEDUCTIONS
CHARGED TO FOR PURCHASES
BALANCE AT COSTS AND FOR WHICH
BEGINNING EXPENSES OR ACCOUNTS BALANCE AT
DESCRIPTION OF PERIOD REVENUE WERE SET UP END OF PERIOD
- -------------------------------------------- ---------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Allowance for doubtful accounts and credits
Year ended December 27, 1998................ 19 26 (16) 29
Year ended December 28, 1997................ -- 21 (2) 19
Year ended December 29, 1996................ -- -- -- --
</TABLE>
S-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S> <C>
1 -- Form of Underwriting Agreement*
3 -- Amended and Restated Certificate of Incorporation of The New
York Times Company*
4 -- Specimen of certificate representing The New York Times
Company--Class C common stock, par value $0.10 per share*
5 -- Opinion of Morgan, Lewis & Bockius LLP as to the legality of
the securities being registered*
10.1 -- TCD Stock Option Plan*
10.2 -- Employment Agreement between The New York Times Company and
Martin Nisenholtz*
10.3 -- Tax Sharing Agreement between The New York Times Company and
Times Company Digital*
10.4 -- License Agreement between The New York Times Company and
Times Company Digital*
10.5 -- Services Agreement between The New York Times Company and
Times Company Digital*
23.1 -- Consent of Deloitte & Touche LLP+
23.2 -- Consent of Morgan, Lewis & Bockius LLP (included in the
opinion filed as Exhibit 5)*
24 -- Powers of Attorney (included on signature page hereof)+
27 -- Financial Data Schedule*
</TABLE>
- ------------------------
* to be filed by amendment
+ filed herewith
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of The New York Times Company on Form S-3 of our report, dated January 27, 1999,
appearing in the Annual Report on Form 10-K of The New York Times Company for
the year ended December 27, 1998.
We consent to the use in this Registration Statement of The New York Times
Company on Form S-3 of our report, dated January 20, 2000, related to the
combined financial statements of Times Company Digital (a division of The New
York Times Company) ("TCD") appearing in the Prospectus, which is part of this
Registration Statement, and of our report, dated January 20, 2000, related to
the combined financial statement schedule of TCD appearing elsewhere in this
Registration Statement.
We also consent to the reference to us under the headings "Selected
Financial Data" and "Experts" in such Prospectus.
/s/ Deloitte & Touche LLP
New York, New York
January 28, 2000
