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 ARE RELEVANT PORTIONS OF TRIBUNE COMPANY'S NEWSLETTER AVAILABLE TO
ALL TRIBUNE PERSONNEL AND DISTRIBUTED TO CERTAIN THIRD PARTIES BEGINNING
MARCH 21, 2000.
<PAGE>
[TRIBUNE EMPLOYEE NEWSLETTER LOGO]
MARCH 21, 2000
READ ALL ABOUT IT
TRIBUNE AND TIMES MIRROR
MERGE TO FORM NATION'S
PREMIER MAJOR-MARKET
MEDIA COMPANY
<PAGE>
CHAIRMAN'S MESSAGE
THE FOLLOWING MESSAGE WAS SENT VIA CC:MAIL TO ALL EMPLOYEES FROM JOHN MADIGAN,
TRIBUNE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER, ON MONDAY, MARCH 13.
Dear Fellow Employees:
Today is a very exciting day in Tribune history. This morning, we announced
that Tribune Company has agreed to merge with The Times Mirror Company, one of
the top media companies in the United States. The merger will create the
nation's premier local market media company, with extensive operations in
broadcasting, publishing and interactive. The newly merged company will retain
the Tribune name and its Chicago headquarters. I will continue to serve as
chairman, president and chief executive officer.
The Tribune-Times Mirror merger creates a national reach and presence in 18
of the nation's top 30 U.S. markets and makes us the only media company with a
newspaper and television combination in four markets--New York, Los Angeles,
Chicago and Hartford. In addition, it creates one of the largest providers of
interactive news, information and entertainment services in the United States.
Tribune is a growth company. The combined company creates significant value
for our employees, shareholders, customers and advertisers. And it clearly gives
us tremendous growth opportunities for our businesses across multiple media
outlets
Tribune and Times Mirror are both successful, strong companies with
enviable track records in the media industry. Each is a leader in its respective
markets. By joining together, we are building a national "footprint" for our
company with the size, scale and scope to stay competitive in a rapidly
consolidating marketplace.
Both companies bring distinct and complementary areas of expertise and each
has very talented employees. With roots dating back to the 19th Century, Times
Mirror is a leading news and information company that publishes five
metropolitan and two suburban daily newspapers. Newspapers include its flagship,
the Los Angeles Times, Newsday and The Hartford Courant. It also has an
interactive division with special expertise in producing targeted online
communities.
The merger also provides the platform to expand our local interactive
business into a truly national presence. The combined company already is the
largest local market provider of interactive services and will compare favorably
with competitors such as The Wall Street Journal, USA Today and The New York
Times.
We expect increased growth and earnings stability from the greater
diversity of our products, channels, and--ultimately--our customers. Being part
of a larger media company will give employees even more learning and
career-advancing opportunities.
Over time, we will be in a better position to communicate the effect of the
company's growth on personnel benefits and other opportunities for employees of
the merged company. Throughout the integration process, we will regularly
communicate with you.
We have a bright, exciting future, and your talent is an important part of
the combined company's success. Thank you for your continued support and
commitment to Tribune.
/s/John W. Madigan
THE DETAILS
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o Tribune Company and The Times Mirror Company have signed a definitive
agreement for a merger of the two companies in a cash and stock transaction
valued at approximately $8 billion.
o Tribune will make a cash tender offer for up to 28 million Times Mirror shares
(approximately 48 percent of shares outstanding) at a price of $95 per share.
Following completion of the tender offer, Tribune and Times Mirror will merge in
a transaction in which each Times Mirror common share is converted into 2.5
shares of Tribune common stock.
o Four new directors, Jeffrey Chandler, Roger Goodan, William Stinehart, Jr.,
and Thomas Unterman, will be added to the Tribune board of directors, bringing
the number of Tribune board members to 16 (see page 5 for information on the new
directors).
o The merger is subject to the approval of the shareholders of both companies
and other customary conditions. The Chandler Trusts, which own more than 60
percent of Times Mirror stock, have signed a voting agreement committing to vote
their shares in favor of the transaction, subject to the provisions of the
agreement.
o Because the transaction does not require the transfer of any broadcast station
licenses, no Federal Communications Commission (FCC) approval is required to
complete the merger. The FCC's policy provides that the newly created
television/newspaper combinations may be held until the next license renewal.
License renewals for Tribune television properties are in 2006 (Los Angeles and
Hartford) and 2007 (New York).
o If the FCC's cross-ownership rule has not been modified by that time, a
waiver would be needed to allow continued ownership. The company expects that
by the time its television licenses are up for renewal, the cross-ownership
issue will be resolved favorably.
o The companies expect the tender offer to be completed in mid-April and the
merger to be completed in the second or third quarter of 2000.
THE BENEFITS
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Following completion of the merger, Tribune Company will have 11 daily
newspapers, 22 television stations and four radio stations. The combined company
will be one of the largest providers of interactive news and information
services in the U.S. and the largest multimedia company in four of the nation's
five most populous states--California, New York, Illinois and Florida.
Key economic and strategic benefits of the merger:
o Combines leading print, broadcast and Internet assets in the top three
markets and ideally positions the company to provide consumers and
advertisers a robust array of media choices.
o Led by top interactive sites in New York, Los Angeles and Chicago, creates
an Internet company with approximately $55 million in projected 2000 revenue
and an estimated 3.4 million unique monthly visitors. This puts the combined
company in the top 20 ranking for news/information/entertainment interactive
services.
o Creates a compelling set of marketing solutions in top metro newspaper
markets, increasing revenue from the rapidly expanding national advertising
category--including national retailers.
o Brings together a worldwide newsgathering organization of extraordinary
quality, scope and depth, providing the public in the communities served with
news and opinion that is both diverse and comprehensive.
<PAGE>
A NATIONAL FOOTHOLD
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Its merger with Times Mirror would give Tribune Company both broadcasting and
publishing interests in several major markets. It would be the only media
company with a TV station and newspaper in four: New York, Los Angeles, Chicago
and Hartford.
[Outline of contiguous United States plotting
geographical location of Times-Mirror newspapers,
Tribune Co. newspapers, Tribune Co. TV stations
and Tribune Co. radio stations]
TIMES MIRROR NEWSPAPERS: 7
Los Angeles Times
Newsday
The Baltimore Sun
The Hartford Courant
The Morning Call (Allentown, Pa.)
The Advocate (Stamford, Conn.)
Greenwich Time (Greenwich, Conn.)
TRIBUNE CO. NEWSPAPERS: 4
Chicago Tribune
Sun-Sentinel, South Florida
The Orlando Sentinel
Daily Press (Hampton Roads, Va.)
TRIBUNE CO. TV STATIONS: 22
Including WPIX (New York), KTLA (Los Angeles) and WGN (Chicago)
TRIBUNE CO. RADIO STATIONS: 4
Including WGN and three stations in the Denver area.
Note: Tribune Co. is awaiting FCC approval of its acquisition of a second TV
station in Hartford.
Sources: Times Mirror, Tribune Co.
[Side-by-side lists comparing Tribune Company and The Times Mirror Company:]
TRIBUNE CO.
Founded in 1847, the Chicago Tribune also had a long tradition of
conservatism under the Medill-Patterson-McCormick families. Tribune Co. has
grown into an expansive multimedia company with holdings in newspapers,
television, radio and the Internet.
CHAIRMAN, PRESIDENT AND CEO:
John W. Madigan
HEADQUARTERS: Chicago
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1999 REVENUES: $3.2 billion
PUBLISHING: $1.6 billion (50%)
BROADCASTING AND ENTERTAINMENT:
$1.3 billion (40.6%)
EDUCATION: $300 million (9.4%)
1999 NET INCOME: $1.6 billion
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EMPLOYEES: 12,700
NEWSPAPER PUBLISHING
o Combined daily circulation for four newspapers: 1,213,378
o Editorial employees: 1,570
o Newspaper bureaus: 22 (10 foreign, 12 domestic)
INTERACTIVE
Manages Internet activities of the company's newspapers, television and radio
stations. Also provider of other Internet products and services.
EDUCATION
Developer, publisher and marketer of educational materials, children's books
and non-fiction consumer titles.
o The Wright Group
o Everyday Learning/Creative Publications Group
o NTC/Contemporary Publishing Group
o Landoll Inc.
o Instructional Fair Group
BROADCASTING/ENTERTAINMENT
Operates 22 television stations and four radio stations. Owns Chicago Cubs
baseball team.
TIMES-MIRROR CO.
Founded in 1881 and run by the Otis and Chandler families for nearly a century,
the Los Angeles Times had long been viewed as politically conservative. The
paper later became noted for its large national and overseas reporting staff.
Recent controversies threatened the Times' journalistic credibility.
CHAIRMAN, PRESIDENT AND CEO:
Mark H. Willes
HEADQUARTERS: Los Angeles
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1999 REVENUES: $3.0 billion
NEWSPAPER PUBLISHING: $2.6 billion (83.3%)
NON-MEDIA: $235 million (7.8%)
MAGAZINE PUBLISHING: $279 million (9.1%)
1999 NET INCOME: $259 million
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EMPLOYEES: 20,619
NEWSPAPER PUBLISHING
o Combined daily circulation of seven newspapers: 2,342,462
o Editorial employees: 2,526
o Newspaper bureaus: 54 (32 foreign, 22 domestic)
INTERACTIVE
Times Mirror Interactive (TMI) manages Internet operations of Times Mirror's
newspapers, magazines and Jeppesen, including LATimes.com.
MAGAZINE PUBLISHING
Owns more than 15 magazines, including:
o Field & Stream
o Popular Science
o GOLF Magazine
o SKI
NON-MEDIA BUSINESS
Jeppesen Sanderson Inc.
(Provider of print and electronic flight information services)
<PAGE>
TRIBUNE-TIMES MIRROR MERGER POSITIONS THE COMPANY FOR FASTER GROWTH
------------------------------------------------------------------
NATIONAL REACH, LOCAL TOUCH
The merger will create the nation's permier local market multimedia company,
combining national reach and a major presence in 18 of the nation's top 30 U.S.
markets.
Tribune will become:
o the only media company with a TV station and newspaper in four major
markets: New York, Los Angeles, Chicago and Hartford, Conn.
o No. 1 media company in four of the five most-populous states
o No. 2 newspaper company in terms of revenue, operating cash flow and
margins
o No. 3 newspaper company in circulation
o the owner of 7 newspapers in the top 30 markets
o the owner of TV stations in 10 of the top 12 markets, 16 of the top 30
markets
EXPANDED INTERACTIVE PRESENCE
Tribune Interactive will:
o become the largest local-market provider of interactive services
o establish national reach with strong local brands in 21 major markets
o rank among the top 20 news, information and entertainment sites
o be better positioned for national e-commerce opportunities
NATIONAL ADVERTISING REVENUE POTENTIAL
The combined company will:
o expand Tribune Newspaper Network to 11 markets
o use exceptional national coverage to compete with USA Today, The Wall
Street Journal and The New York Times
GREAT NEWSPAPERS REMAIN GREAT
o The industry is consolidating. The merger ensures that Tribune stays in
the forefront of this trend.
o Size, scale and scope all make a difference in Tribune's ability to
provide more choices, better information and greater efficiency in
operations.
TRIBUNE-TIMES MIRROR RANKS IN
TOP 20 FOR INTERACTIVE NEWS, INFORMATION, AND ENTERTAINMENT
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MONTHLY
TOP 25 SITES UNIQUE VISITORS
NEWS, INFORMATION, AND ENTERTAINMENT (IN THOUSANDS)
1. ABOUT.COM 10,387
2. ZDNET.COM 9,355
3. CNET.COM 8,621
4. DISNEY ONLINE 6,682
5. MSNBC.COM 6,674
6. WEATHER.COM 5,548
7. ESPN 4,908
8. SONY ONLINE 4,876
9. PATHFINDER.COM 4,664
10. CNN.COM 4,468
11. IVILLAGE SITES 4,188
12. ENTERTAINDOM-WARNER BROTHERS 4,166
13. WINDOWSMEDIA.COM 3,868
14. GO2NET.COM 3,862
15. SPORTSLINE.COM SITES 3,857
16. LFMN.COM 3,784
17. GAMESVILLE 3,713
18. FREELOTTO.COM 3,685
19. DIGITALCITY.COM 3,511
20. COMBINED TRB/TMC 3,401
21. UPROAR.COM 3,362
22. BROADCAST.COM, INC. 3,299
23. ABC NEWS 3,231
24. MARKETWATCH.COM 3,214
25. ONHEALTH.COM 3,119
[Chart illustrating following break-down of Combined TRB/TMC total Unique
Visitors(in thousands):]
TRIBUNE INTERACTIVE 1,974
L.A. TIMES 948
NEWSDAY 239
SUNSPOT 240
TOTAL 3,401
Source: Media Metrix, December 1999
<PAGE>
ANALYSTS REACT TO NEWS OF TRIBUNE/TIMES MIRROR UNION
----------------------------------------------------
Wall Street analysts that follow Tribune stock weighed in heavily
on the deal. Following are excerpts from their comments:
EDWARD ATORINO, WASSERSTEIN PARELLA: In a bold and visionary move, Tribune
Co. agreed to acquire Times Mirror in a cash and stock deal. The addition of
Times Mirror's major-market newspapers will give Tribune Co. television and
newspaper properties in Chicago, New York, Los Angeles and Hartford, making the
company a national multimedia powerhouse.
The deal also will significantly expand Tribune's Internet operations from
regional to national in scope, substantially increasing revenues, unique
visitors and content. While dilutive to Tribune's earnings over the next 2-3
years, we believe the acquisition significantly strengthens Tribune's long-term
competitive position and enhances growth prospects.
PETER APERT, DEUTSCHE BANC/ALEX BROWN: We believe Tribune's expanded media
platform provides the basis for significant revenue and earnings growth leverage
over the next several years. Cross-ownership of multiple media properties in
several key markets should lead to sharp improvement in the combined company's
margins and acceleration in the earnings growth rate.
In our opinion, Tribune is on the leading edge of the next mega-trend in
the U.S. media industry: the emergence of cross-ownership as a significant
driver of industry consolidation and growth. While there are still long-term
regulatory barriers to overcome, we believe liberalization of the existing
cross-ownership rules is inevitable.
LELAND WESTERFIELD, PAINEWEBBER: Strategic rationale bolsters Tribune as a
multi-tiered media company with local content and distribution emphasis. The
strategic focus for Tribune remains fixed on building out its interactive and
electronic media asset base and creates local media in 18 of the top 30 markets.
By acquiring Times Mirror, that core strategy is advanced while refueling core
publishing growth.
LAUREN FINE, MERRILL LYNCH: In a fragmented and increasingly competitive
media environment, we think consolidation makes a lot of sense, as does
increasing the points of presence in a market to leverage video and print
content opportunities online.
While the mix of print/broadcast moves back toward print as a result of
this deal--away from the equal balance Tribune had before--we think Tribune's
high penetration in large media markets should offset any potential concern.
MERGER BRINGS NEW BOARD MEMBERS
-------------------------------
As part of the merger agreement between Tribune and Times Mirror,
four new members will join Tribune Company's board of directors.
JEFFREY CHANDLER is president and chief executive officer of Chandler Ranch
Co., one of the largest growers of avocados in California. Previously, he was
president and chief executive officer of Western Telecommunications, Inc.
ROGER GOODAN has been a director on Times Mirror's board since 1998. In
1999, he was named vice president of global client accounts for Schlumberger
Oilfield Services in North America. Prior to that, Goodan has held management
positions throughout Schlumberger, including positions in operations,
engineering and finance, since 1973.
WILLIAM STINEHART, JR., has been a director on Times Mirror's board
since 1991. He is a partner in the law firm of Gibson, Dunn & Crutcher LLP,
where he has practiced law since 1969.
THOMAS UNTERMAN is the managing member of Rustic Canyon Group, a $500
million private equity investment firm. Previously, he was executive vice
president and chief financial officer of Times Mirror, responsible for the
company's finance functions, including accounting, audit, strategic development,
tax and investor relations.
In addition, DENNIS FITZSIMONS, Tribune executive vice president/media
operations, has been nominated to assume the position being vacated by JIM
DOWDLE when he retires from the board at the annual meeting in May. Shareholders
will vote on FitzSimons' nomination at the meeting.
<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 IS BEING 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 1999 Annual Meeting of
Stockholders filed with the SEC on March 24, 1999. 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.
