Filed by Tribune Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12(b)
of the Securities Exchange Act of 1934
Commission File No.: 1-8572
Subject Company: The Times Mirror Company
THE FOLLOWING IS A PRESS RELEASE ISSUED BY TRIBUNE COMPANY DATED APRIL 6, 2000.
TRIBUNE COMPANY GRANTED EARLY TERMINATION OF HART-SCOTT-RODINO
WAITING PERIOD FOR TIMES MIRROR TENDER OFFER
CHICAGO, Thurs., April 6, 2000 -- Tribune Company said that its request for
early termination of the 15-day waiting period relating to its cash tender offer
to acquire shares of The Times Mirror Company under the Hart-Scott-Rodino
Antitrust Improvements Act was granted today.
As previously announced, Tribune and Times Mirror entered into an Agreement and
Plan of Merger on March 13, 2000. Under the terms of the agreement, Tribune
commenced a cash tender offer to purchase up to 28 million shares of Times
Mirror common stock for $95 per share. The tender offer is scheduled to expire
at 12:00 midnight, Eastern time, on Mon., April 17, 2000. Following completion
of the tender offer, Tribune and Times Mirror will merge in a transaction in
which each share of Times Mirror common stock will be converted into 2.5 shares
of Tribune common stock. If fewer than 28 million shares of Times Mirror common
stock are purchased in the tender offer, Tribune may purchase Times Mirror
shares in the market and permit Times Mirror shareholders to elect cash in the
merger, up to the balance of the 28 million shares. The merger is subject to
satisfaction of certain conditions, including approval of Tribune and Times
Mirror shareholders and the expiration of a 30-day waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act. That 30-day waiting period is
scheduled to expire on April 26, 2000.
This news release does not constitute an offer to purchase or a solicitation of
an offer to sell any securities. The complete terms and conditions of the tender
offer are set forth in an offer to purchase and related letter of transmittal,
which have been filed with the Securities and Exchange Commission and mailed to
Times Mirror's shareholders. This news release does not constitute an offer to
sell or a solicitation of an offer to buy Tribune common stock. Such an offer
may be made only pursuant to a prospectus in compliance with the Securities Act
of 1933.
TRIBUNE (NYSE: TRB) is a leading media company with operations in television and
radio broadcasting, publishing, education and interactive ventures. It is an
industry leader in venture partnerships with new-media companies. In 2000, for
the third straight year, Tribune ranked No. 1 among its industry peers in
Fortune magazine's list of most-admired companies in America. In March 2000,
Tribune Company and The Times Mirror Company announced a merger agreement that
will create the nation's premier local-market multimedia company, combining
national reach and a major presence in 18 of the nation's top 30 markets,
including New York, Los Angeles and Chicago.
More information on Tribune is available on the Internet:
http://www.tribune.com. Earnings and other news releases also can be accessed by
calling 1-800-757-1694.
MEDIA CONTACT:
Katherine Sopranos
312/222-4204 (Office)
312/222-1573 (Fax)
[email protected]
INVESTOR CONTACT:
Ruthellyn Musil
312/222-3787 (Office)
312/222-1573 (Fax)
[email protected]
<PAGE>
The preceding communications contain certain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are naturally
subject to uncertainty and changes in circumstances. Actual results may vary
materially from the expectations contained therein. The forward-looking
statements include statements about future financial and operating results and
the proposed Tribune/Times Mirror combination. The following factors, among
others, could cause actual results to differ materially from those described
herein: inability to obtain, or meet conditions imposed for, governmental
approvals for the tender offer for shares of common stock of Times Mirror or the
merger of Times Mirror with and into Tribune; failure of the Tribune or Times
Mirror stockholders to approve the merger; the risk that the Tribune and Times
Mirror businesses will not be integrated successfully; and other economic,
business, competitive and/or regulatory factors affecting Tribune's and Times
Mirror's business generally. More detailed information about those factors is
set forth in Tribune's and Times Mirror's filings with the Securities and
Exchange Commission ("SEC"), including their most recent quarterly reports on
Form 10-Q and their Current Reports on Form 8-K. Tribune and Times Mirror are
under no obligation to (and expressly disclaim any such obligation to) update or
alter their forward-looking statements whether as a result of new information,
future events or otherwise.
ALL STOCKHOLDERS SHOULD READ THE TENDER OFFER STATEMENT CONCERNING THE TENDER
OFFER FOR SHARES OF TIMES MIRROR COMMON STOCK THAT WAS FILED BY TRIBUNE WITH THE
SEC ON MARCH 21, 2000 AND HAS BEEN MAILED TO STOCKHOLDERS OF TIMES MIRROR. THE
TENDER OFFER STATEMENT CONTAINS IMPORTANT INFORMATION THAT STOCKHOLDERS OF TIMES
MIRROR SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES. Stockholders of Times Mirror may obtain the tender offer statement, as
well as other filings containing information about Tribune and Times Mirror,
without charge, at the SEC's Internet site (http://www.sec.gov). In addition,
copies of the tender offer statement and other documents filed with the SEC by
Tribune may be obtained for free from Tribune by directing a request to Tribune
Company, 435 North Michigan Avenue, Chicago, Illinois, 60611, Attention:
Investor Contact, telephone: (312) 222-3787.
ALL STOCKHOLDERS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS CONCERNING THE
MERGER AND RELATED TRANSACTIONS THAT WILL BE FILED WITH THE SEC AND MAILED TO
STOCKHOLDERS OF TRIBUNE AND TIMES MIRROR. THE JOINT PROXY STATEMENT/PROSPECTUS
WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING THE MERGER AND RELATED TRANSACTIONS. You will be
able to obtain the joint proxy statement/prospectus, as well as other filings
containing information about Tribune and Times Mirror, without charge, at the
SEC's Internet site (http://www.sec.gov). In addition, the joint proxy
statement/prospectus and other documents filed with the SEC by Tribune may be
obtained for free from Tribune by directing a request to Tribune Company, 435
North Michigan Avenue, Chicago, Illinois, 60611, Attention: Investor Contact,
telephone: (312) 222-3787.
<PAGE>
Tribune and its officers and directors may be deemed to be participants in the
solicitation of proxies from Tribune's stockholders with respect to the merger
and related transactions. Information regarding such officers and directors is
included in Tribune's Proxy Statement for its 2000 Annual Meeting of
Stockholders filed with the SEC on March 24, 2000. This document is available
free of charge at the SEC's Internet site (http://www.sec.gov). In addition,
Tribune's Proxy Statement for its 1999 Annual Meeting of Stockholders may be
obtained for free from Tribune by directing a request to Tribune Company, 435
North Michigan Avenue, Chicago, Illinois, 60611, Attention: Investor Contact,
telephone: (312) 222-3787.
