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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. 3 - FINAL AMENDMENT)
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: |X|
Page 1 of 4 Pages
Exhibit Index begins on Page 4
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<PAGE>
This Amendment No. 3 (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 (the "Offer") 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 are hereby amended and
supplemented by adding thereto the following:
The Offer expired at 12:00 midnight, eastern time, on Monday, April 17,
2000. Pursuant to the Offer, based upon a report from the Depositary for the
Offer, Tribune accepted for payment 23,444,800 Shares, representing
approximately 40% of the outstanding Shares (including 6,783,361 Shares tendered
pursuant to guaranteed delivery). On April 18, 2000, Tribune issued a press
release announcing the closing of the tender offer and that it expects to
complete the merger of Times Mirror with and into Tribune in the second or third
quarter of 2000.
The full text of Tribune's April 18, 2000 press release is attached as
Exhibit (a)(10) hereto and is incorporated herein by reference.
Item 12 is hereby amended and supplemented with the following information:
EXHIBIT INDEX
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(a)(10) Text of Press Release issued by Tribune dated April 18, 2000.
-2-
<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 18, 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)(10) Text of Press Release issued by Tribune dated April 18, 2000.
-4-
TRIBUNE
PRESS RELEASE
TRIBUNE COMPLETES TENDER OFFER FOR TIMES MIRROR
CHICAGO, Tues., April 18, 2000 -- Tribune Company said that it has accepted for
purchase 23,444,800 shares of The Times Mirror Company common stock in
connection with its cash tender offer for up to 28 million shares at $95 per
share. The tender offer expired at 12:00 midnight (EST) on Mon., April 17.
The shares accepted for purchase represent approximately 40 percent of the
outstanding Times Mirror common shares. This includes approximately 6,783,361
shares that are guaranteed to be delivered. Because Tribune accepted all
tendered shares for purchase, there will be no proration.
As previously announced, the tender offer will be followed by the merger of
Tribune and Times Mirror. In the merger, each Times Mirror common share will be
converted, at the election of the shareholder, into 2.5 shares of Tribune common
stock or $95 in cash. The election to receive cash in the merger will be
available only to the extent that Tribune's purchases of Times Mirror shares in
the tender offer, combined with any purchases by Tribune of Times Mirror shares
in the market following the tender offer, do not equal 28 million shares, and
then only 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
currently scheduled to expire on April 26, 2000.
Tribune expects to complete the merger in the second or third quarter of 2000.
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. All stockholders
should read the joint proxy statement/prospectus concerning the merger and
related transactions that will be filed with the Securities and Exchange
Commission 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. After it is filed, the joint proxy statement/prospectus, as well
as other filings containing information about Tribune and Times Mirror, can be
obtained from the SEC's Internet site (http://www.sec.gov). In addition, the
joint proxy statement/prospectus and other documents Tribune has filed with the
SEC may be obtained from Tribune by directing a request to: Tribune Company, 435
N. Michigan Ave., 6th Floor/Corporate Relations, Chicago, Ill., 60611,
Attention: Investor Relations Contact.
TRIBUNE (NYSE: TRB) is a leading media company with operations in television and
radio broadcasting, publishing, interactive and education. 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]
