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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
THE TIMES MIRROR COMPANY
(Name of Subject Company)
TRIBUNE COMPANY
(Name of Filing Person - Offeror)
Series A Common Stock, Par Value $1 Per Share;
Series C Common Stock, Par Value $1 Per Share
(Title of Class of Securities)
887364 10 7; 887364 30 5
(Cusip Number of Class of Securities)
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Crane H. Kenney, Esq.
Vice President, General Counsel and Secretary
Tribune Company
435 North Michigan Avenue
Chicago, Illinois 60611
Telephone: (312) 222-9100
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
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Copy to:
Steven A. Rosenblum, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
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CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE
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$2,660,000,000* $532,000
* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of a total of 28 million shares of the outstanding
Series A Common Stock, par value $1 per share, and Series C Common Stock, par
value $1 per share (collectively, the "Shares"), at a price per Share of $95 in
cash. Such number of Shares represents approximately 48% of the Shares deemed
outstanding for financial reporting purposes as of March 13, 2000.
|X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $532,000 Filing Party: Tribune Company
Form or Registration No.: Schedule TO Date Filed: March 21, 2000
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
Page 1 of 4 Pages
Exhibit Index begins on Page 4
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<PAGE>
This Amendment No. 1 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO ("Schedule TO") filed by Tribune Company,
a Delaware corporation ("Tribune") on March 21, 2000. The Schedule TO relates to
the offer by Tribune to purchase up to a total of 28 million shares of the
outstanding Series A Common Stock, par value $1 per share and Series C Common
Stock, par value $1 per share (collectively, the "Shares"), of The Times Mirror
Company, a Delaware corporation ("Times Mirror"), at a purchase price of $95 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase (the "Offer to Purchase") and in the related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)
and (a)(2).
ITEMS 1 THROUGH 9, 11 AND 12
Items 1 through 9, 11 and 12 of the Schedule TO, which incorporate
by reference the information contained in the Offer to Purchase, are hereby
amended as follows:
(1) Section 15 of the Offer to Purchase is hereby amended and
supplemented with the following information.
On April 6, 2000 the FTC notified Tribune that its request for early
termination of the waiting period under the HSR Act in connection with the Offer
was granted. The required waiting period under the HSR Act with respect to the
Merger will expire at 11:59 p.m., New York City time, on April 26, 2000, unless
earlier terminated by the FTC or the Antitrust Division or we receive a request
for additional information or documentary material prior to that time.
(2) A copy of the press release dated April 6, 2000, issued by
Tribune announcing the early termination of the waiting period with respect to
the Offer is attached hereto as Exhibit (a)(9) and is incorporated by reference.
(3) Item 12 is hereby amended and supplemented with the following
information:
(a)(9) Text of Press Release issued by Tribune dated April 6,
2000.
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<PAGE>
SIGNATURE
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 7, 2000
TRIBUNE COMPANY
By /s/ CRANE H. KENNEY
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Name: Crane H. Kenney
Title: Vice President, General Counsel
and Secretary
-3-
<PAGE>
EXHIBIT INDEX
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(a)(9) Text of Press Release issued by Tribune dated April 6, 2000.
-4-
EXHIBIT (a)(9)
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]
