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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. 1)
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 5 Pages
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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) The fourth paragraph of Section 1 on page 3 of the Offer to
Purchase is amended and restated to read in its entirety as
follows:
"Subject to the applicable regulations of the SEC and the
terms of the Merger Agreement, we also reserve the right, in
our sole discretion, at any time or from time to time on or
prior to the Expiration Date, to: (a) delay purchase of or,
regardless of whether we previously purchased any Shares,
payment for any Shares pending receipt of any regulatory or
governmental approvals specified in Section 15; (b) terminate
the Offer (whether or not any Shares have previously been
purchased) if any condition referred to in Section 14 has not
been satisfied or upon the occurrence of any event specified
in Section 14; and (c) except as set forth in the Merger
Agreement, waive any condition or otherwise amend the Offer in
any respect, in each case, by giving oral or written notice of
the delay, termination, waiver or amendment to the Depositary
and, other than in the case of any waiver, by making a public
announcement thereof. All conditions, other than those
dependent upon the receipt of necessary government approvals,
must be satisfied or waived on or prior to the Expiration
Date. We acknowledge (i) that Rule 14e-1(c) under the Exchange
Act requires us to pay the consideration offered or return the
Shares tendered promptly after the termination or withdrawal
of the Offer and (ii) that we may not delay purchase of, or
payment for (except as provided in clause (a) of the preceding
sentence), any Shares upon the occurrence of any event
specified in Section 14 without extending the period of time
during which the Offer is open."
(2) The sixth paragraph of Section 8 on page 14 of the Offer to
Purchase (immediately prior to the chart entitled "2000-2002
Business Plan") is amended and restated to read in its
entirety as follows:
"The projected financial information set forth below
necessarily reflects numerous assumptions with respect to
general business and economic conditions and other matters,
many of which are inherently uncertain or beyond Times
Mirror's or Tribune's control, and does not take into account
any changes in Times Mirror's operations or capital structure
which may result from the Offer and the Merger. Among other
factors, the projected financial information assumes: revenue
growth of 6% in 2000, 5% in 2001 and 6% in 2002; operating
margin of 16.7% in 2000, 17.5% in 2001 and 18% in 2002;
expense growth of 4.7% in 2000, 4.2% in 2001 and 4.9% in 2002;
cost of funds of 7.5% in 2000, 7.6% in 2001 and 7.8% in 2002;
a tax rate of 43% in 2000, 43% in 2001 and 43% in 2002; and
capital expenditures of $180 million in 2000, $125 million in
2001 and $125 million in 2002. It is not possible to predict
whether the assumptions made in preparing the projected
financial information will be valid, and actual results may
prove to be materially higher or lower than those contained in
the projections. The inclusion of this information should not
be regarded as an indication that Times Mirror or any other
person who received this information considered it a reliable
predictor of future events, and this information should not be
relied on as such. Neither Tribune nor its representatives
assumes any responsibility for the validity, reasonableness,
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accuracy or completeness of the projected financial
information, and Times Mirror has made no representations to
Tribune regarding such information."
(3) The seventh paragraph of Section 8 on page 14 of the Offer to
Purchase (immediately following the chart entitled "2000-2002
Business Plan") is amended and restated to read in its
entirety as follows:
"Cautionary Statement Concerning Forward-Looking Statements.
Certain matters discussed herein, including without
limitation, the Plan Projections, are forward-looking
statements that involve risks and uncertainties. Such
information has been included in this Offer to Purchase for
the limited purpose of giving stockholders access to
projections by Times Mirror's management that were made
available to Tribune. The foregoing Plan Projections were
based on assumptions concerning Times Mirror's operations and
business prospects in 2000 through 2002, including the
assumption that Times Mirror would continue to operate under
the same ownership structure as then existed. The Plan
Projections were also based on other revenue, expense and
operating assumptions. Certain of these assumptions are set
forth in the immediately preceding paragraph. Information of
this type is based on estimates and assumptions that are
inherently subject to significant economic and competitive
uncertainties and contingencies, all of which are difficult to
predict and many of which are beyond Times Mirror's control.
Such uncertainties and contingencies include, but are not
limited to, changes in the economic conditions in which Times
Mirror operates; greater than anticipated competition or price
pressures; new product offerings; better or worse than
expected customer growth resulting in the need to expand
operations and make capital investments; and the impact of
investments required to enter new markets. Accordingly, there
can be no assurance that the projected results would be
realized or that actual results would not be significantly
higher or lower than those set forth above. In addition, the
Plan Projections were not prepared with a view to public
disclosure or compliance with the published guidelines of the
SEC or the guidelines established by the American Institute of
Certified Public Accountants regarding projections and
forecasts, and are included in this Offer to Purchase only
because such information was made available to Tribune by
Times Mirror. Neither Tribune's nor Times Mirror's independent
accountants have examined, compiled or applied any agreed upon
procedures to this information, and, accordingly, do not
express an opinion or any form of assurance with respect
thereto and assume no responsibility for this information.
Neither Tribune nor its representatives assumes any
responsibility for the validity, reasonableness, accuracy or
completeness of the projected financial information, and Times
Mirror has made no representations to Tribune regarding such
information. Neither Tribune nor Times Mirror intends to
provide any updated information with respect to any
forward-looking statements."
(4) Section 12 on page 42 of the Offer to Purchase ("Source and
Amount of Funds") is amended and restated to read in its
entirety as follows:
"Tribune estimates that the total amount of funds required to
purchase 28 million Shares pursuant to the Offer and to pay
related fees and expenses will be approximately $2.75 billion.
Tribune intends to fund the purchase of Shares pursuant to the
Offer from a combination of cash on hand and cash generated
from the sale of commercial paper. Tribune is confident of
these financing sources, and although it has a committed bank
credit facility totaling $2.7 billion it does not expect to
resort to such facility in connection with the Offer."
(5) The lead-in paragraph of Section 14 on page 42 of the Offer to
Purchase is hereby amended and restated to read in its
entirety as follows:
"Conditions To The Offer. Notwithstanding any other provision
of the Offer, Tribune will not be required to accept for
payment or, subject to any applicable
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rules and regulations of the SEC, including Rule 14e-1(c)
promulgated under the Exchange Act, pay for, and (subject to
any such rules or regulations) may delay the acceptance for
payment of any tendered Shares and (except as provided in the
Merger Agreement) amend or terminate the Offer as to any
Shares not then paid for if (a) the Minimum Condition has not
been satisfied or (b) any applicable waiting period (and any
extension thereof) under the HSR Act has not expired or been
terminated prior to the expiration of the Offer or (c) at any
time after the date of the Merger Agreement and on or prior to
the Expiration Date, any of the following events occur and are
continuing or any of the following conditions exists:"
(6) The third-to-last paragraph of Section 14 on page 44 of the
Offer to Purchase is hereby amended and restated to read in
its entirety as follows;
"The conditions described above are for the sole benefit of
Tribune and may be waived by Tribune, in whole or in part, at
any time and from time to time on or prior to the Expiration
Date, in the sole discretion of Tribune. The failure by
Tribune at any time to exercise any of the foregoing rights
will not be deemed a waiver of any such right and each such
right will be deemed an ongoing right which may be asserted at
any time and from time to time on or prior to the Expiration
Date. All conditions, other than those dependent upon the
receipt of necessary government approvals, must be satisfied
or waived on or prior to the Expiration Date."
(7) The subsection entitled "Antitrust" of Section 15 of the Offer
to Purchase is hereby amended and supplemented with the
following information:
We filed a Premerger Notification and Report Form under the
HSR Act with the FTC and the Antitrust Division in connection
with the purchase of Shares in the Offer and the Merger on
March 27, 2000. The required waiting period with respect to
the Offer will expire at 11:59 p.m., New York City time, on
April 11, 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. The
required waiting period 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.
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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 6, 2000
TRIBUNE COMPANY
By /s/ CRANE H. KENNEY
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Name: Crane H. Kenney
Title: Vice President, General Counsel
and Secretary
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