<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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)
---------------
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)
---------------
COPY TO:
STEVEN A. ROSENBLUM, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 403-1000
---------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
---------------------- --------------------
<S> <C>
$2,660,000,000 $532,000
</TABLE>
- -------
* 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.
[_]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: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[_]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
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
This Tender Offer Statement on Schedule TO ("Schedule TO") is filed by
Tribune Company, a Delaware corporation ("Tribune"). This 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) (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). The information set forth in
the Offer to Purchase and the related Letter of Transmittal is incorporated
herein by reference with respect to Items 1-11 of this Schedule TO. The
Agreement and Plan of Merger, dated as of March 13, 2000, between Times Mirror
and Tribune, a copy of which is attached as Exhibit (d)(1) hereto and the
Voting Agreement, dated as of March 13, 2000, among Tribune and certain Times
Mirror stockholders, a copy of which is attached as Exhibit (d)(2) hereto, are
incorporated herein by reference with respect to Items 5 and 11 of Schedule
TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
None of Tribune or, to the best of its knowledge, any of the persons listed
on Schedule I to the Offer to Purchase has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to any judicial or administrative
proceeding (except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities subject to,
federal or state securities laws or a finding of any violation of such laws.
ITEM 12. EXHIBITS.
<TABLE>
<C> <S>
(a)(1) Offer to Purchase dated March 21, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Text of press release issued by Tribune dated March 21, 2000.
(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(8) Form of summary advertisement dated March 21, 2000.
(b) Not applicable.
(d)(1) Agreement and Plan of Merger, dated as of March 13, 2000, between Times
Mirror and Tribune (incorporated by reference to Exhibit 2.1 of the
Form 8-K filed by Tribune with the Securities and Exchange Commission
on March 14, 2000).
(d)(2) Voting Agreement, dated as of March 13, 2000, among Tribune and certain
Times Mirror stockholders (incorporated by reference to Exhibit 99.1
of the Form 8-K filed with the Securities and Exchange Commission on
March 14, 2000).
(d)(3) Letter, dated March 13, 2000, from Tribune to the Chandler Trusts.
(g) None.
(h) Not applicable.
</TABLE>
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
2
<PAGE>
SIGNATURE
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.
TRIBUNE COMPANY
By /s/ Crane H. Kenney
-----------------------------------
Name: Crane H. Kenney
Title: Vice President, General
Counsel and Secretary
Dated: March 21, 2000
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
(a)(1) Offer to Purchase dated March 21, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Text of press release issued by Tribune dated March 21, 2000.
(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(8) Form of summary advertisement dated March 21, 2000.
(b) Not applicable.
(d)(1) Agreement and Plan of Merger, dated as of March 13, 2000, between Times
Mirror and Tribune (incorporated by reference to Exhibit 2.1 of the
Form 8-K filed by Tribune with the Securities and Exchange Commission
on March 14, 2000).
(d)(2) Voting Agreement, dated as of March 13, 2000, among Tribune and certain
Times Mirror stockholders (incorporated by reference to Exhibit 99.1
of the Form 8-K filed with the Securities and Exchange Commission on
March 14, 2000).
(d)(3) Letter, dated March 13, 2000, from Tribune to the Chandler Trusts.
(g) None.
(h) Not applicable.
</TABLE>
4
<PAGE>
EXHIBIT (a)(1)
OFFER TO PURCHASE FOR CASH
UP TO A TOTAL OF 28 MILLION SHARES OF SERIES A COMMON STOCK AND SERIES C COMMON
STOCK
OF
THE TIMES MIRROR COMPANY
AT
$95 NET PER SHARE
BY
TRIBUNE COMPANY
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON MONDAY, APRIL 17, 2000, UNLESS THE
OFFER IS EXTENDED.
A SUMMARY OF THE PRINCIPAL TERMS OF THE OFFER APPEARS ON PAGES (II) AND (III).
YOU SHOULD READ THIS ENTIRE DOCUMENT CAREFULLY BEFORE DECIDING WHETHER TO
TENDER YOUR SHARES.
----------------
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
March 21, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY OF THE OFFER...................................................... ii
INTRODUCTION.............................................................. 1
1.Terms of the Offer................................................... 3
2.Acceptance for Payment and Payment for Shares; Proration............. 5
3.Procedures for Accepting the Offer and Tendering Shares.............. 6
4.Withdrawal Rights.................................................... 8
5.Material Federal Income Tax Consequences............................. 9
6.Price Range of the Shares; Dividends................................. 10
7.Possible Effects of the Offer on the Market for the Shares; NYSE
Listing; Exchange Act Registration; Margin Regulations............. 11
8.Certain Information Concerning Times Mirror.......................... 13
9.Certain Information Concerning Tribune............................... 15
10.Background of the Offer.............................................. 23
11.Purpose of the Offer and the Merger; the Merger Agreement; the Voting
Agreement; Letter to Chandler Trusts; Effects of Inability to
Consummate the Merger; Statutory Requirements; Appraisal Rights;
Plans for Times Mirror............................................. 27
12.Source and Amount of Funds........................................... 42
13.Dividends and Distributions.......................................... 42
14.Conditions of the Offer.............................................. 42
15.Legal Matters; Required Regulatory Approvals......................... 44
16.Fees and Expenses.................................................... 46
17.Miscellaneous........................................................ 47
</TABLE>
Schedule I--Directors and Executive Officers of Tribune
i
<PAGE>
SUMMARY OF THE OFFER
PRINCIPAL TERMS
. Tribune Company is offering to buy up to 28 million shares of The Times
Mirror Company common stock. The tender offer price is $95 per share, in
cash. Tendering stockholders will not have to pay brokerage fees or
commissions.
. The offer is the first step in our plan to acquire all of the
outstanding Times Mirror shares, as provided in our merger agreement
with Times Mirror. Following the offer, we will acquire each remaining
Times Mirror share in a later merger for 2.5 shares of Tribune common
stock, subject to the next sentence.
. If we purchase fewer than 28 million shares of Times Mirror common stock
in the offer, we may purchase Times Mirror shares for cash in the open
market following the offer, or Times Mirror stockholders may elect to
receive cash in the merger, up to the balance of the 28 million shares.
Times Mirror stockholders will not have appraisal rights in the tender
offer, or, except for holders of shares of Times Mirror Series C Common
Stock, in the merger.
. The offer will expire at 12:00 midnight, eastern time, on Monday, April
17, 2000, unless we extend the offer.
. If we decide to extend the offer, we will issue a press release giving
the new expiration date no later than 9:00 a.m., eastern time, on the
first business day after the previously scheduled expiration of the
offer. Unless Times Mirror consents, we will not extend the offer if the
conditions to the offer are satisfied, and will not extend the offer for
more than 20 days if the conditions are not satisfied.
TIMES MIRROR BOARD RECOMMENDATION
. The Board of Directors of Times Mirror has unanimously approved the
offer, the merger and the merger agreement and determined that the terms
of each are advisable, fair to, and in the best interests of, the
stockholders of Times Mirror. The Times Mirror Board recommends that
stockholders of Times Mirror who desire cash for their shares tender
their shares in the offer.
CONDITIONS
We are not required to complete the offer unless:
. we receive U.S. federal antitrust clearance for the acquisition of
shares, and
. at least 15 million shares of the Times Mirror Series A Common Stock and
Series C Common Stock are validly tendered and not withdrawn prior to
the expiration of the offer.
We describe other conditions to the offer on pages 42 through 44. The offer
is not conditioned on Tribune obtaining financing.
PROCEDURES FOR TENDERING
If you wish to accept the offer, this is what you must do:
. If you are a record holder (i.e., a stock certificate has been issued to
you or you hold your shares in book-entry form), you must complete and
sign the enclosed letter of transmittal and send it with your stock
certificate to the depositary for the offer or follow the procedures
described in the offer for book-entry transfer. These materials must
reach the depositary before the offer expires. Detailed instructions are
contained in the letter of transmittal and on pages 6 through 8 of this
document.
. If you are a record holder but your stock certificate is not available
or you cannot deliver it to the depositary before the offer expires, you
may be able to tender your shares using the enclosed notice of
guaranteed delivery. Please call our information agent, Georgeson
Shareholder Communications Inc., at 800-223-2064 for assistance. See
page 7 for further details.
ii
<PAGE>
. If you hold your shares through a broker or bank, you should contact
your broker or bank and give instructions to tender your shares.
WITHDRAWAL RIGHTS
. If, after tendering your shares in the offer, you decide that you do not
want to accept the offer, you can withdraw your shares by instructing
the depositary before the offer expires. If you tendered by giving
instructions to a broker or bank, you must instruct the broker or bank
to arrange for the withdrawal of your shares. See pages 8 through 9 for
further details.
NO SUBSEQUENT OFFERING PERIOD
. We have agreed not to provide a subsequent offering period during which
Times Mirror stockholders who do not tender in the offer would have
another opportunity to tender at the same price. Those stockholders will
have to wait until after we complete the merger to receive Tribune stock
and/or cash consideration, as we describe below. See page 5 for further
details.
VOTING AGREEMENT
. Certain significant stockholders of Times Mirror, who hold approximately
67% of the voting power of Times Mirror, have agreed to vote their
shares of stock of Times Mirror in favor of the merger and against
competing transactions, subject to the terms of a voting agreement.
Under certain circumstances, the vote of those certain significant
stockholders in favor of the merger and against competing transactions
will be reduced to 40% of the voting power of Times Mirror (with the
remaining shares held by those significant stockholders voted in
proportion to the vote of the shares not held by those significant
stockholders). See pages 38 through 40 for further details.
RECENT TIMES MIRROR TRADING PRICES; SUBSEQUENT TRADING
The closing price for Times Mirror Series A Common Stock was:
. $47.94 on March 10, 2000, the last trading day before we announced the
execution of the merger agreement with Times Mirror, and
. $93.63 on March 20, 2000, the last trading day before the printing of
these materials.
The closing price for Times Mirror Series C Common Stock was:
. $50.00 on February 29, 2000, the last day on which a trade occurred in
such shares prior to the execution of the merger agreement with Times
Mirror, and
. $88.00 on March 20, 2000, the last day before the printing of these
materials.
Before deciding whether to tender, you should obtain a current market
quotation for the shares.
. The Series C Common Stock is not listed on a national securities
exchange.
. If the offer is successful, we expect the shares of Times Mirror Series
A Common Stock to continue to trade on the New York Stock Exchange until
the time of the merger, although we expect trading volume to be below
its pre-offer level.
FURTHER INFORMATION
. If you have questions about the offer, you can call:
Our Information Agent:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
Banks and brokers call collect:
(212) 440-9800
All others call toll free:
(800) 223-2064
Our Dealer Manager:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
Call collect: (212) 236-3790
iii
<PAGE>
To: All Holders of Shares of Series A Common Stock and Series C Common Stock of
The Times Mirror Company:
INTRODUCTION
Tribune Company ("Tribune") is offering to purchase a total of up to 28
million shares of Series A Common Stock and Series C Common Stock of The Times
Mirror Company ("Times Mirror") at a purchase price of $95 per share, net to
the seller in cash, without interest (the "Offer Price"), on the terms and
subject to the conditions set forth in this Offer to Purchase and in the
related Letter of Transmittal (which, as amended or supplemented from time to
time, together, constitute the "Offer"). As used in this document, (a) the term
"Series A Share" means a share of Times Mirror Series A Common Stock, par value
$1 per share, (b) the term "Series C Share" means a share of Times Mirror
Series C Common Stock, par value $1 per share, and (c) the term "Share" means a
Series A Share or a Series C Share.
You will not be required to pay brokerage fees or commissions or, except as
described in Instruction 6 of the Letter of Transmittal, stock transfer taxes
on the purchase of Shares in the Offer. However, if you do not complete and
sign the Substitute Form W-9 that is included in the Letter of Transmittal, you
may be subject to a required backup federal income tax withholding of 31% of
the gross proceeds payable to you. See Section 3. We will pay all charges and
expenses of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch"), as Dealer Manager (the "Dealer Manager"), First Chicago Trust Company
of New York, as Depositary (the "Depositary"), and Georgeson Shareholder
Communications Inc., as Information Agent (the "Information Agent"), incurred
in connection with the Offer. See Section 16.
THE BOARD OF DIRECTORS OF TIMES MIRROR HAS UNANIMOUSLY APPROVED THE OFFER,
THE MERGER (AS DEFINED BELOW) AND THE MERGER AGREEMENT (AS DEFINED BELOW), HAS
DETERMINED THAT THE TERMS OF EACH ARE ADVISABLE, FAIR TO, AND IN THE BEST
INTERESTS OF, THE STOCKHOLDERS OF TIMES MIRROR, AND RECOMMENDS THAT COMMON
STOCKHOLDERS OF TIMES MIRROR WHO DESIRE CASH FOR THEIR SHARES TENDER THEIR
SHARES PURSUANT TO THE OFFER.
To the extent more than 28 million Shares are tendered in the Offer, Tribune
will purchase 28 million Shares in the Offer on a pro rata basis (with
appropriate adjustments to avoid purchase of fractional Shares) based on the
number of Shares properly tendered by each stockholder prior to or on the
Expiration Date (as defined below) and not withdrawn. See Section 2.
We are not required to purchase any Shares unless at least 15 million Shares
are validly tendered and not withdrawn prior to the expiration of the Offer
(the "Minimum Condition"). We reserve the right (subject to the applicable
rules and regulations of the Securities and Exchange Commission (the "SEC")),
to waive or reduce the Minimum Condition and to elect to purchase all tendered
Shares if the Minimum Condition is not met. The Offer is also subject to
certain other terms and conditions. See Sections 1, 14, and 15.
We are making the Offer under the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of March 13, 2000, between Times Mirror and Tribune.
Following the consummation of the Offer and the satisfaction or waiver of the
conditions set forth in the Merger Agreement, Times Mirror will merge with and
into Tribune (the "Merger"), with Tribune continuing as the surviving
corporation (the "Surviving Corporation"). In the Merger, subject to the next
sentence, stockholders of Times Mirror (other than holders of Series C Shares
who perfect their appraisal rights under Delaware law) will have the right to
elect to have each of their Shares exchanged for 2.5 shares of Tribune common
stock, no par value per share ("Tribune Common Stock") with cash in lieu of
fractional shares (together with the associated preferred share purchase
rights), or $95 in cash (without interest) (or any higher price paid in the
Offer), or a combination of cash and shares of Tribune Common Stock (together
with the associated preferred share purchase rights). The number of Shares
entitled to elect the cash consideration will be limited to (a) 28 million,
minus (b) the number of Shares purchased in the Offer, minus (c) any dissenting
Shares, minus (d) any Shares acquired by Tribune following
1
<PAGE>
consummation of the Offer and prior to the effective time of the Merger (the
"Effective Time") (such difference, the "Cash Election Number"). The term "Cash
Election Shares" refers to those Shares as to which Times Mirror stockholders
elect to receive cash in the Merger. In the event that the number of Cash
Election Shares exceeds the Cash Election Number, cash will be allocated on a
pro-rata basis among the Cash Election Shares. There will be no limit on the
number of Shares entitled to elect to receive Tribune Common Stock in the
Merger. Section 11 below contains a more detailed description of the Merger
Agreement and the consideration payable in the Merger in respect of the Shares.
Section 5 below describes the principal federal income tax consequences of the
sale or exchange of Shares in the Offer and the Merger.
THE OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES FOR ANY MEETING OF
THE STOCKHOLDERS OF TIMES MIRROR OR ANY OFFER TO SELL OR SOLICITATION OF OFFERS
TO BUY TRIBUNE COMMON STOCK OR OTHER SECURITIES. ANY SUCH SOLICITATION WILL BE
MADE ONLY PURSUANT TO SEPARATE PROXY MATERIALS PURSUANT TO THE REQUIREMENTS OF
SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT"), AND ANY SUCH OFFER WILL BE MADE ONLY THROUGH A REGISTRATION STATEMENT
AND PROSPECTUS PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), WHICH PROSPECTUS WILL ALSO CONSTITUTE A PROXY
STATEMENT FOR THE MEETING OF THE STOCKHOLDERS OF TIMES MIRROR RELATING TO THE
MERGER.
Goldman Sachs & Co. ("Goldman Sachs"), Times Mirror's financial advisor has
delivered to the Board of Directors of Times Mirror on March 13, 2000, a
written opinion that, as of the date of the written opinion, the stock
consideration and cash consideration to be received in the Offer and the Merger
by the holders of Shares, in the aggregate, are fair from a financial point of
view to the holders of Shares receiving such consideration. A copy of the
Goldman Sachs opinion is included with Times Mirror's
Solicitation/Recommendation Statement on Schedule 14D-9, which is being mailed
with this document, and stockholders are urged to read the opinion in its
entirety which sets forth the procedures followed, matters reviewed and
assumptions made by Goldman Sachs.
The approval and adoption of the Merger Agreement by Times Mirror require
the affirmative vote of holders of a majority of the voting power of the
outstanding Shares (the "Times Mirror Stockholder Approval"). Chandler Trust
No. 1 and Chandler Trust No. 2 (the "Chandler Trusts"), which currently hold a
total of approximately 67% of the voting power of the outstanding Shares, have
signed a voting agreement (the "Voting Agreement") obligating them, subject to
the terms of the Voting Agreement, to vote their Shares in favor of the Merger.
However, in the event the Board of Directors of Times Mirror withdraws or
modifies its recommendation described above in connection with a Superior
Proposal (as defined below), the vote of the Chandler Trusts in favor of the
Merger will be reduced to 40% of the total voting power of Times Mirror (with
the remaining Shares held by the Chandler Trusts voted in proportion to the
vote of the Shares not held by the Chandler Trusts). The approval and adoption
of the Merger Agreement by Tribune require the affirmative vote of a majority
of the voting power of Tribune (the "Tribune Stockholder Approval"). See
Section 11.
The Merger Agreement provides that, upon consummation of the Merger, Tribune
will appoint four designated individuals (each of whom is associated with the
Chandler Trusts) to the Board of Directors of Tribune. Three of these designees
will comprise a separate nominating committee of the Tribune Board of
Directors, the members of which will be entitled to renominate themselves or
their successors for the life of the Chandler Trusts, so long as the Chandler
Trusts continue to hold at least 85% of the shares of Tribune Common Stock
issued to them in the Merger. For the same period, this separate nominating
committee will be entitled to appoint 40% of the members of the board of the
subsidiary holding the Los Angeles Times. The approval of 75% of the members of
such board, which approval will not be unreasonably withheld, will be required
to appoint the publisher of the Los Angeles Times or, subject to specified
exceptions, to sell the Los Angeles Times. In addition, at least one member of
the separate nominating committee will serve on each other committee of the
Tribune Board of Directors unless the nominating committee agrees otherwise.
Times Mirror has informed us that, as of March 13, 2000, there were (a)
93,962,134 Series A Shares issued and outstanding (of which 40,471,127 Series A
Shares are considered outstanding for financial reporting purposes), (b)
18,196,797 Series C Shares issued and outstanding (all of which are considered
outstanding for financial reporting purposes) and (c) 19,208,071 Series A
Shares subject to issuance under outstanding options and convertible
securities. Holders of 55,010,440 Series A Shares (of which 4,108,510 Series A
Shares are
2
<PAGE>
considered outstanding for financial reporting purposes) and 14,521,654 Series
C Shares (all of which are considered outstanding for financial reporting
purposes) have agreed not to tender their Shares.
THE OFFER IS CONDITIONED UPON THE FULFILLMENT OF THE CONDITIONS DESCRIBED IN
SECTION 14 BELOW. THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
MONDAY, APRIL 17, 2000, UNLESS WE EXTEND IT.
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH YOU SHOULD READ CAREFULLY BEFORE YOU MAKE ANY
DECISION WITH RESPECT TO THE OFFER.
1.TERMS OF THE OFFER.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any extension or
amendment), we will purchase up to 28 million Shares validly tendered and not
withdrawn in accordance with the procedures set forth in Section 4 of this
Offer to Purchase on or prior to the Expiration Date. To the extent more than
28 million Shares are validly tendered and not withdrawn in the Offer, we will
purchase 28 million Shares in the Offer on a pro rata basis (with appropriate
adjustments to avoid purchase of fractional Shares) based on the number of
Shares properly tendered by each stockholder prior to or on the Expiration Date
and not withdrawn. If fewer than 28 million Shares are purchased in the Offer,
Tribune may purchase Shares for cash in the open market following the Offer or
Times Mirror stockholders may elect to receive cash in the Merger up to the
balance of the 28 million Shares.
The term "Expiration Date" means 12:00 midnight, eastern time, on Monday,
April 17, 2000. We have agreed with Times Mirror that we will not terminate or
withdraw the Offer or extend the Expiration Date of the Offer without the
consent of Times Mirror; provided, that we may, without the consent of Times
Mirror, terminate or withdraw the Offer or extend the Offer from time to time,
but in no event for more than 20 days, if at the then-scheduled expiration date
of the Offer, the conditions to the Offer have not been satisfied or earlier
waived. We may also extend the Offer for any period required by applicable
rules, regulations, interpretations or positions of the SEC or its staff
applicable to the Offer or for any period required by applicable law. If we
extend the Offer under any of these circumstances, the term "Expiration Date"
will mean the time and date at which the Offer, as so extended, will expire.
If at the Expiration Date, the conditions to the Offer described in Section
14 have not been satisfied or earlier waived, then, subject to the provisions
of the Merger Agreement, we may extend the Expiration Date for an additional
period or periods of time, but not for more than 20 days without the consent of
Times Mirror, by giving oral or written notice of the extension to the
Depositary. During any such extension, all Shares previously tendered and not
withdrawn will remain subject to the Offer and subject to your right to
withdraw Shares. See Section 4.
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, 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. 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.
The rights we reserve in the preceding paragraph are in addition to our
rights described in Section 14. Any extension, delay, termination or amendment
of the Offer will be followed as promptly as practicable by a public
3
<PAGE>
announcement. An announcement in the case of an extension will be made no later
than 9:00 a.m., eastern time, on the next business day after the previously
scheduled Expiration Date. Without limiting the manner in which we may choose
to make any public announcement, subject to applicable law (including Rules
14d-4(d) and 14d-6(c) under the Exchange Act, which require that material
changes be promptly disseminated to holders of Shares), we will have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by issuing a release to the Dow Jones News Service.
In the Merger Agreement, we have agreed that, without the prior written
consent of Times Mirror, we will not (a) decrease the Offer Price or change the
form of consideration payable in the Offer; (b) seek to purchase fewer than 28
million Shares; or (c) impose additional conditions to the Offer, or amend any
other term or condition of the Offer in any manner materially adverse to the
holders of Shares.
If we make a material change in the terms of the Offer or if we waive a
material condition to the Offer, we will extend the Offer and disseminate
additional tender offer materials to the extent required by Rules 14d-4(d),
14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which a
tender offer must remain open following material changes in the terms of the
offer, other than a change in price or a change in percentage of securities
sought, depends upon the facts and circumstances, including the materiality of
the changes. In the SEC's view, an offer should remain open for a minimum of
five business days from the date the material change is first published, sent
or given to stockholders, and, if material changes are made with respect to
information that approaches the significance of price and the percentage of
securities sought, a minimum of ten business days may be required to allow for
adequate dissemination and investor response. With respect to a change in
price, a minimum ten business day period from the date of the change is
generally required to allow for adequate dissemination to stockholders.
Accordingly, if prior to the Expiration Date, we decrease the number of Shares
being sought, or increase or decrease the consideration offered pursuant to the
Offer, and if the Offer is scheduled to expire at any time earlier than the
period ending on the tenth business day from the date that notice of the
increase or decrease is first published, sent or given to holders of Shares, we
will extend the Offer at least until the expiration of such period of ten
business days. For purposes of the Offer, a "business day" means any day other
than a Saturday, Sunday or a federal holiday and consists of the time period
from 12:01 a.m. through 12:00 midnight, eastern time.
The Offer is conditioned upon, among other things, the satisfaction of the
Minimum Condition. Consummation of the Offer is also conditioned upon
expiration or termination of all waiting periods imposed by the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended, and the regulations
thereunder (the "HSR Act"), and the other conditions set forth in Section 14
below. We reserve the right (but are not obligated), in accordance with
applicable rules and regulations of the SEC, to waive any or all of those
conditions. If, by the Expiration Date, any or all of those conditions have not
been satisfied, we may, without the consent of Times Mirror, elect to (a)
extend the Offer for up to 20 days and, subject to applicable withdrawal
rights, retain all tendered Shares until the expiration of the Offer, as
extended, subject to the terms of the Offer and the Merger Agreement; (b) waive
all of the unsatisfied conditions and, subject to complying with applicable
rules and regulations of the SEC, accept for payment up to 28 million Shares so
tendered; or (c) terminate the Offer and not accept for payment any Shares and
return all tendered Shares to tendering stockholders. In the event that we
waive any condition set forth in Section 14, the SEC may, if the waiver is
deemed to constitute a material change to the information previously provided
to the stockholders, require that the Offer remain open for an additional
period of time and/or that we disseminate information concerning such waiver.
Times Mirror has provided us with its stockholder lists and security
position listings for the purpose of disseminating the Offer to holders of
Shares. We will mail this Offer to Purchase, the related Letter of Transmittal
and other relevant materials to record holders of Shares and we will furnish
the materials to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
securityholder lists or, if applicable, who are listed as participants in a
clearing agency's security position listing, for forwarding to beneficial
owners of Shares.
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<PAGE>
We have agreed not to provide a subsequent offering period during which
Times Mirror stockholders who do not tender in the Offer would have another
opportunity to tender at the same price. Those stockholders will have to wait
until after completion of the Merger to receive shares of Tribune Common Stock
and/or cash consideration for their Shares.
2.ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES; PRORATION.
Upon the terms and subject to the conditions of the Offer (including, if we
extend or amend the Offer, the terms and conditions of the Offer as so extended
or amended), we will purchase, by accepting for payment, and will pay for, up
to 28 million Shares validly tendered and not withdrawn (as permitted by
Section 4) prior to the Expiration Date promptly after the later of (a) the
Expiration Date and (b) the satisfaction or waiver of the conditions to the
Offer set forth in Section 14. In addition, subject to applicable rules of the
SEC, we reserve the right to delay acceptance for payment of, or payment for,
Shares pending receipt of any regulatory or governmental approvals specified in
Section 15. For information with respect to regulatory approvals that we are
required to obtain prior to the completion of the Offer, see Section 15.
In all cases, we will pay for Shares purchased in the Offer only after
timely receipt by the Depositary of (a) certificates representing the Shares
("Share Certificates") or timely confirmation (a "Book-Entry Confirmation") of
the book-entry transfer of the Shares into the Depositary's account at The
Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the
procedures set forth in Section 3; (b) the appropriate Letter of Transmittal
(or a facsimile), properly completed and duly executed, with any required
signature guarantees or an Agent's Message (as defined below) in connection
with a book-entry transfer; and (c) any other documents that the Letter of
Transmittal requires.
The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has
received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the Shares which are the subject of the Book-Entry
Confirmation that the participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that we may enforce that agreement
against the participant.
For purposes of the Offer, we will be deemed to have accepted for payment,
and purchased, Shares validly tendered and not withdrawn if, as and when we
give oral or written notice to the Depositary of our acceptance of the Shares
for payment pursuant to the Offer. In all cases, upon the terms and subject to
the conditions of the Offer, payment for Shares purchased pursuant to the Offer
will be made by deposit of the purchase price for the Shares with the
Depositary, which will act as agent for tendering stockholders for the purpose
of receiving payment from us and transmitting payment to validly tendering
stockholders.
UNDER NO CIRCUMSTANCES WILL WE PAY INTEREST ON THE PURCHASE PRICE FOR
SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH
PAYMENT.
If we do not purchase any tendered Shares pursuant to the Offer for any
reason, including proration, or if you submit Share Certificates representing
more Shares than you wish to tender, we will return Share Certificates
representing unpurchased or untendered Shares, without expense to you (or, in
the case of Shares delivered by book-entry transfer into the Depositary's
account at the Book-Entry Transfer Facility pursuant to the procedures set
forth in Section 3, the Shares will be credited to an account maintained within
the Book-Entry Transfer Facility), as promptly as practicable following the
expiration, termination or withdrawal of the Offer.
IF, PRIOR TO THE EXPIRATION DATE, WE INCREASE THE PRICE OFFERED TO HOLDERS
OF SHARES IN THE OFFER, WE WILL PAY THE INCREASED PRICE TO ALL HOLDERS OF
SHARES THAT WE PURCHASE IN THE OFFER, WHETHER OR NOT THE SHARES WERE TENDERED
BEFORE THE INCREASE IN PRICE.
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We reserve the right, subject to the provisions of the Merger Agreement, to
transfer or assign, in whole or from time to time in part, to one or more of
our wholly owned subsidiaries the right to purchase all or any portion of the
Shares tendered in the Offer, but any such transfer or assignment will not
relieve us of our obligations under the Offer or prejudice your rights to
receive payment for Shares validly tendered and accepted for payment in the
Offer.
If more than 28 million Shares are validly tendered prior to the Expiration
Date and are not properly withdrawn, we will, upon the terms and subject to the
conditions of the Offer, accept for payment and pay for only 28 million Shares,
on a pro rata basis, with adjustments to avoid purchases of fractional Shares,
based upon the number of Shares validly tendered prior to the Expiration Date
and not properly withdrawn. Because of the difficulty of determining precisely
the number of Shares validly tendered and not withdrawn, if proration is
required, Tribune would not expect to be able to announce the final results of
proration or pay for Shares until at least five New York Stock Exchange, Inc.
("NYSE") trading days after the Expiration Date. Preliminary results of
proration will be announced by press release as promptly as practicable after
the Expiration Date. Holders of Shares may obtain such preliminary information
from the Information Agent and may also be able to obtain such preliminary
information from their brokers.
3.PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES.
VALID TENDER OF SHARES. Except as set forth below, in order for you to
tender Shares in the Offer, the Depositary must receive the Letter of
Transmittal (or a facsimile), properly completed and signed, together with any
required signature guarantees or an Agent's Message in connection with a book-
entry delivery of Shares and any other documents that the Letter of Transmittal
requires at one of its addresses set forth on the back cover of this Offer to
Purchase on or prior to the Expiration Date and either (a) you must deliver
Share Certificates representing tendered Shares to the Depositary or you must
cause your Shares to be tendered pursuant to the procedure for book-entry
transfer set forth below and the Depositary must receive Book-Entry
Confirmation, in each case on or prior to the Expiration Date, or (b) you must
comply with the guaranteed delivery procedures set forth below.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT YOUR OPTION AND SOLE RISK, AND DELIVERY WILL BE
CONSIDERED MADE ONLY WHEN THE DEPOSITARY ACTUALLY RECEIVES THE SHARE
CERTIFICATES. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, YOU SHOULD ALLOW
SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.
BOOK-ENTRY TRANSFER. The Depositary will make a request to establish an
account with respect to the Shares at the Book-Entry Transfer Facility for
purposes of the Offer within two business days after the date of this Offer to
Purchase. Any financial institution that is a participant in the system of the
Book-Entry Transfer Facility may make book-entry delivery of Shares by causing
the Book-Entry Transfer Facility to transfer the Shares into the Depositary's
account at the Book-Entry Transfer Facility in accordance with the Book-Entry
Transfer Facility's procedures. However, although Shares may be delivered
through book-entry transfer into the Depositary's account at the Book-Entry
Transfer Facility, the Depositary must receive the Letter of Transmittal (or
facsimile), properly completed and signed, with any required signature
guarantees, or an Agent's Message in connection with a book-entry transfer, and
any other required documents, at one of its addresses set forth on the back
cover of this Offer to Purchase on or before the Expiration Date, or you must
comply with the guaranteed delivery procedure set forth below.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH
THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY.
SIGNATURE GUARANTEES. A bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of the
Securities Transfer Agents Medallion Program (an "Eligible Institution") must
guarantee signatures on all Letters of Transmittal, unless the Shares tendered
are tendered (a) by a
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<PAGE>
registered holder of Shares who has not completed either the box labeled
"Special Payment Instructions" or the box labeled "Special Delivery
Instructions" on the Letter of Transmittal or (b) for the account of an
Eligible Institution. See Instruction 1 of the Letter of Transmittal.
If the Share Certificates are registered in the name of a person other than
the signer of the Letter of Transmittal, or if payment is to be made to, or
Share Certificates for unpurchased Shares are to be issued or returned to, a
person other than the registered holder, then the tendered certificates must be
endorsed or accompanied by appropriate stock powers, signed exactly as the name
or names of the registered holder or holders appear on the Share Certificates,
with the signatures on the Share Certificates or stock powers guaranteed by an
Eligible Institution as provided in the Letter of Transmittal. See Instructions
1 and 5 of the Letter of Transmittal.
If the Share Certificates are forwarded separately to the Depositary, a
properly completed and duly executed Letter of Transmittal (or facsimile) must
accompany each delivery of Share Certificates.
GUARANTEED DELIVERY. If you want to tender Shares in the Offer and your
Share Certificates are not immediately available or time will not permit all
required documents to reach the Depositary on or before the Expiration Date or
the procedures for book-entry transfer cannot be completed on time, your Shares
may nevertheless be tendered if you comply with all of the following guaranteed
delivery procedures:
(a) your tender is made by or through an Eligible Institution;
(b) the Depositary receives, as described below, a properly completed
and signed Notice of Guaranteed Delivery, substantially in the form made
available by us, on or before the Expiration Date; and
(c) the Depositary receives the Share Certificates (or a Book-Entry
Confirmation) representing all tendered Shares, in proper form for transfer
together with a properly completed and duly executed Letter of Transmittal
(or facsimile), with any required signature guarantees (or, in the case of
a book-entry transfer, an Agent's Message) and any other documents required
by the Letter of Transmittal within three trading days after the date of
execution of the Notice of Guaranteed Delivery. A "trading day" is any day
on which the NYSE is open for business.
You may deliver the Notice of Guaranteed Delivery by hand, mail or facsimile
transmission to the Depositary. The Notice of Guaranteed Delivery must include
a guarantee by an Eligible Institution in the form set forth in the Notice of
Guaranteed Delivery.
Notwithstanding any other provision of the Offer, we will pay for Shares
only after timely receipt by the Depositary of Share Certificates for, or of
Book-Entry Confirmation with respect to, the Shares, a properly completed and
duly executed Letter of Transmittal (or facsimile thereof), together with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message) and any other documents required by the Letter of Transmittal.
Accordingly, payment might not be made to all tendering stockholders at the
same time, and will depend upon when the Depositary receives Share Certificates
or Book-Entry Confirmation that the Shares have been transferred into the
Depositary's account at the Book-Entry Transfer Facility.
BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the backup federal income tax
withholding laws applicable to certain stockholders (other than certain exempt
stockholders, including, among others, all corporations and certain foreign
individuals), the Depositary may be required to withhold 31% of the amount of
any payments made to those stockholders pursuant to the Offer. To prevent
backup federal income tax withholding, you must provide the Depositary with
your correct taxpayer identification number and certify that you are not
subject to backup federal income tax withholding by completing the Substitute
Form W-9 included in the Letter of Transmittal. See Instruction 11 of the
Letter of Transmittal.
TENDERING STOCKHOLDER'S REPRESENTATION AND WARRANTY; TRIBUNE'S ACCEPTANCE
CONSTITUTES AN AGREEMENT. A tender of Shares pursuant to any of the procedures
described above will constitute the tendering stockholder's acceptance of the
terms and conditions of the Offer, as well as the tendering
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<PAGE>
stockholder's representation and warranty to Tribune that (a) such stockholder
has a net long position in the Shares being tendered within the meaning of Rule
14e-4 promulgated by the SEC under the Exchange Act and (b) the tender of such
Shares complies with Rule 14e-4. It is a violation of Rule 14e-4 for a person
acting alone or in concert with others, directly or indirectly, to tender
Shares for such person's own account unless at the time of tender and at the
Expiration Date such person has a "net long position" equal to or greater than
the amount tendered in (i) Shares and will deliver or cause to be delivered
such Shares for the purpose of tendering to Tribune within the period specified
in the Offer, or (ii) other securities immediately convertible into,
exercisable for or exchangeable into Shares ("Equivalent Securities") and, upon
the acceptance of such tender, will acquire such Shares by conversion, exchange
or exercise of such Equivalent Securities to the extent required by the terms
of the Offer and will deliver or cause to be delivered such Shares so acquired
for the purpose of tender to Tribune within the period specified in the Offer.
Rule 14e-4 provides a similar restriction applicable to the tender or guarantee
of a tender on behalf of another person. Tribune's acceptance for payment of
Shares tendered pursuant to the Offer will constitute a binding agreement
between the tendering stockholder and Tribune upon the terms and subject to the
conditions of the Offer.
APPOINTMENT AS PROXY. By executing the Letter of Transmittal, you
irrevocably appoint our designees, and each of them, as your agents, attorneys-
in-fact and proxies, with full power of substitution, in the manner set forth
in the Letter of Transmittal, to the full extent of your rights with respect to
the Shares that you tender and that we accept for payment and with respect to
any and all other Shares and other securities or rights issued or issuable in
respect of those Shares on or after the date of this Offer to Purchase. All
such powers of attorney and proxies will be considered irrevocable and coupled
with an interest in the tendered Shares. This appointment will be effective
when we accept your Shares for payment in accordance with the terms of the
Offer. Upon such acceptance for payment, all other powers of attorney and
proxies given by you with respect to your Shares and such other securities or
rights prior to such payment will be revoked, without further action, and no
subsequent powers of attorney and proxies may be given by you (and, if given,
will not be deemed effective). Our designees will, with respect to the Shares
and such other securities and rights for which the appointment is effective, be
empowered to exercise all your voting and other rights as they in their sole
discretion may deem proper at any annual or special meeting of Times Mirror's
stockholders, or any adjournment or postponement thereof, or by consent in lieu
of any such meeting or otherwise. In order for Shares to be deemed validly
tendered, immediately upon the acceptance for payment of such Shares, we or our
designees must be able to exercise full voting, consent and other rights with
respect to such Shares and other securities, including voting at any meeting of
stockholders.
DETERMINATION OF VALIDITY. All questions as to the form of documents and the
validity, eligibility (including time of receipt) and acceptance for payment of
any tender of Shares will be determined by us, in our sole discretion, which
determination will be final and binding on all parties. We reserve the absolute
right to reject any or all tenders determined by us not to be in proper form or
the acceptance of or payment for which may, in the opinion of our counsel, be
unlawful. We also reserve the absolute right to waive any of the conditions of
the Offer or any defect or irregularity in any tender of Shares of any
particular stockholder whether or not similar defects or irregularities are
waived in the case of other stockholders.
Our interpretation of the terms and conditions of the Offer will be final
and binding. No tender of Shares will be deemed to have been validly made until
all defects and irregularities with respect to the tender have been cured or
waived by us. None of Tribune or any of its affiliates or assigns, the Dealer
Manager, the Depositary, the Information Agent or any other person or entity
will be under any duty to give any notification of any defects or
irregularities in tenders or incur any liability for failure to give any such
notification.
Our acceptance for payment of Shares tendered pursuant to any of the
procedures described above will constitute a binding agreement between us and
you upon the terms and subject to the conditions of the Offer.
4. WITHDRAWAL RIGHTS.
Except as described in this Section 4, tenders of Shares made in the Offer
are irrevocable. You may withdraw Shares that you have previously tendered in
the Offer at any time on or before the Expiration Date.
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If, for any reason, acceptance for payment of any Shares tendered in the
Offer is delayed, or we are unable to accept for payment or pay for Shares
tendered in the Offer, then, without prejudice to our rights set forth in this
document, the Depositary may, nevertheless, on our behalf, retain Shares that
you have tendered, and you may not withdraw your Shares except to the extent
that you are entitled to and duly exercise withdrawal rights as described in
this Section 4. Any such delay will be by an extension of the Offer to the
extent required by law.
In order for your withdrawal to be effective, you must deliver a written or
facsimile transmission notice of withdrawal to the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase. Any such
notice of withdrawal must specify your name, the number of Shares that you want
to withdraw, and (if Share Certificates have been tendered) the name of the
registered holder of the Shares as shown on the Share Certificate, if different
from your name. If Share Certificates have been delivered or otherwise
identified to the Depositary, then prior to the physical release of such Share
Certificates, you must submit the serial numbers shown on the particular Share
Certificates evidencing the Shares to be withdrawn and an Eligible Institution
must guarantee the signature on the notice of withdrawal, except in the case of
Shares tendered for the account of an Eligible Institution. If Shares have been
tendered pursuant to the procedures for book-entry transfer set forth in
Section 3, the notice of withdrawal must also specify the name and number of
the account at the Book-Entry Transfer Facility to be credited with the
withdrawn Shares, in which case a notice of withdrawal will be effective if
delivered to the Depositary by any method of delivery described in the first
sentence of this paragraph. You may not rescind a withdrawal of Shares. Any
Shares that you withdraw will be considered not validly tendered for purposes
of the Offer, but you may tender your Shares again at any time before the
Expiration Date by following any of the procedures described in Section 3.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by us, in our sole discretion, which
determination will be final and binding. None of Tribune or any of its
affiliates or assigns, the Dealer Manager, the Depositary, the Information
Agent or any other person or entity will be under any duty to give any
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.
5. MATERIAL FEDERAL INCOME TAX CONSEQUENCES.
Your receipt of cash for Shares in the Offer or the Merger will be a taxable
transaction for federal income tax purposes and may also be a taxable
transaction under applicable state, local, foreign and other tax laws. For
federal income tax purposes, if you sell or exchange your Shares for cash in
the Offer or the Merger, you would generally recognize gain or loss equal to
the difference between the amount of cash received and your tax basis for the
Shares that you sold or exchanged. Any recognized gain or loss will be capital
gain or loss (assuming you hold your Shares as a capital asset) and any such
capital gain or loss will be long term if, as of the date of sale or exchange,
you have held the Shares for more than one year or will be short term if, as of
such date, you have held the Shares for one year or less. However, if you
exchange your Shares for a combination of Tribune Common Stock (in the Merger)
and cash (in the Offer and/or Merger), you will recognize gain, but not loss,
in the exchange. The gain, if any, that you recognize will equal the lesser of
(a) the amount of cash received in the exchange and (b) the amount of gain that
you realize in the exchange. The amount of gain that you realize in the
exchange will equal the excess of (i) the sum of the cash plus the fair market
value of the Tribune Common Stock received in the exchange over (ii) the tax
basis of the Shares surrendered. Any gain recognized will be treated as capital
gain except in the case in which the receipt of the cash has the effect of the
distribution of a dividend for U.S. federal income tax purposes (under tests
set forth in Section 302 of the Internal Revenue Code of 1986, as amended (the
"Code")) in which case such recognized gain generally will be treated as
ordinary dividend income. If you exchange all of your Shares in the Merger
solely for shares of Tribune Common Stock, your receipt of Tribune Common Stock
would not be a taxable transaction for federal income tax purposes, other than
gain attributable to the receipt of cash in lieu of fractional shares of
Tribune Common Stock, which will generally be treated as received in a
redemption and would generally give rise to capital gain or loss.
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The tax basis of Tribune Common Stock received in the Merger will be equal
to the tax basis of the Shares surrendered (or considered surrendered) in
exchange therefor, increased by any gain recognized (including any amount
treated as a dividend) and decreased by any cash received in the transaction,
provided that the Shares were held as a capital asset.
The discussion above may not be applicable to certain types of stockholders,
including stockholders who acquired Shares through the exercise of employee
stock options or otherwise as compensation, individuals who are not citizens or
residents of the United States, foreign corporations, or entities that are
otherwise subject to special tax treatment under the Code (such as insurance
companies, tax-exempt entities and regulated investment companies).
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE
SPECIFIC TAX CONSEQUENCES TO YOU OF THE OFFER AND MERGER, INCLUDING FEDERAL,
STATE, LOCAL AND FOREIGN TAX CONSEQUENCES.
6. PRICE RANGE OF THE SHARES; DIVIDENDS.
According to Times Mirror's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (the "Times Mirror 10-K"), the Series A Shares are
principally traded on the NYSE under the symbol "TMC." The Series C Shares are
not traded in an established public trading market, but are traded in the over-
the-counter market and are convertible into Series A Shares. The following
table sets forth, for the periods indicated, (a) the reported high and low sale
prices for the Series A Shares on the NYSE as reported in the Times Mirror 10-K
with respect to periods occurring in fiscal 1998 and 1999, and as reported by
published financial sources with respect to the current fiscal quarter, (b) the
reported high and low sale prices for the Series C Shares in the over-the-
counter market as reported by published financial sources and (c) dividend
payments in respect of the Shares as reported in the Times Mirror 10-K.
THE TIMES MIRROR COMPANY
<TABLE>
<CAPTION>
SERIES A SERIES A SERIES C SERIES C CASH
HIGH LOW HIGH LOW DIVIDENDS
-------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
FISCAL 1998
Quarter Ended March 31, 1998... $64.56 $56.94 $63.38 $57.75 $0.18
Quarter Ended June 30, 1998.... 65.81 58.06 64.44 61.00 0.18
Quarter Ended September 30,
1998.......................... 63.69 52.31 62.00 50.00 0.18
Quarter Ended December 31,
1998.......................... 61.44 48.94 60.00 51.75 0.18
FISCAL 1999
Quarter Ended March 31, 1999... $59.94 $53.31 $58.81 $48.00 $0.20
Quarter Ended June 30, 1999.... 63.31 53.38 62.00 53.31 0.20
Quarter Ended September 30,
1999.......................... 66.81 57.25 65.25 52.00 0.20
Quarter Ended December 31,
1999.......................... 72.63 62.94 70.75 60.00 0.20
FISCAL 2000
Quarter Ending March 31, 2000
(through March 20, 2000)...... $94.69 $47.69 $90.00 $50.00 $0.22
</TABLE>
Under the terms of the Merger Agreement, Times Mirror is not permitted to
declare or pay dividends with respect to the Shares, except regular quarterly
cash dividends in an amount not greater than $0.22 per Share per quarter,
without the prior written consent of Tribune.
On March 10, 2000, the last full day of trading of Series A Shares prior to
the announcement of the execution of the Merger Agreement by Times Mirror and
Tribune, the reported closing price per Series A Share
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on the NYSE was $47.94. On March 20, 2000, the last full day of trading of
Series A Shares prior to the commencement of the Offer, the reported closing
price per Series A Share on the NYSE was $93.63.
On February 29, 2000, the last day on which a trade of Series C Shares
occurred prior to the announcement of the execution of the Merger Agreement by
Times Mirror and Tribune, the reported closing price per Series C Share on the
over-the-counter market was $50.00. On March 20, 2000, the last day of trading
of Series C Shares prior to the commencement of the Offer, the reported closing
price per Series C Share on the over-the-counter market was $88.00.
STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
7. POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR THE SHARES; NYSE LISTING;
EXCHANGE ACT REGISTRATION; MARGIN REGULATIONS.
POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR THE SHARES. The purchase of
Shares pursuant to the Offer will reduce the number of Shares that might
otherwise trade publicly and could adversely affect the liquidity and market
value of the remaining Shares held by the public. The purchase of Shares
pursuant to the Offer can also be expected to reduce the number of holders of
Shares. We cannot predict whether the reduction in the number of Shares that
might otherwise trade publicly would have an adverse or beneficial effect on
the market price for, or marketability of, the Shares or whether it would cause
future market prices to be greater or less than the Offer Price.
NYSE LISTING. Tribune does not anticipate that the Series A Shares would be
subject to delisting by the NYSE as a result of completion of the Offer.
According to the NYSE's published guidelines, the NYSE would consider delisting
the Series A Shares if, among other things, (a) the number of record holders of
100 or more Series A Shares should fall below 1,200; (b) the number of publicly
held Series A Shares (exclusive of holdings of Tribune and any other
subsidiaries or affiliates of Tribune and of officers or directors of Times
Mirror or their immediate families or other concentrated holdings of 10% or
more ("Excluded Holdings") should fall below 600,000; or (c) the aggregate
market value of such publicly held Series A Shares (exclusive of Excluded
Holdings) should fall below $5,000,000. If, as a result of the purchase of
Series A Shares pursuant to the Offer or otherwise, the Series A Shares no
longer meet the requirements of the NYSE for continued listing and the listing
of the Series A Shares is discontinued, the market for the Series A Shares
could be adversely affected.
If the NYSE were to delist the Series A Shares, it is possible that the
Series A Shares would continue to trade on another securities exchange or in
the over-the-counter market and that price or other quotations would be
reported by such exchange or through the National Association of Securities
Dealers Automated Quotation System or other sources. The extent of the public
market for the Series A Shares and the availability of such quotations would
depend upon such factors as the number of stockholders and/or the aggregate
market value of the publicly traded Shares remaining at such time, the interest
in maintaining a market in the Series A Shares on the part of securities firms,
the possible termination of registration under the Exchange Act as described
below and other factors. We cannot predict whether the reduction in the number
of Series A Shares that might otherwise trade publicly would have an adverse or
beneficial effect on the market price for or marketability of the Series A
Shares or whether it would cause future market prices to be greater or less
than the Offer Price.
EXCHANGE ACT REGISTRATION. The Series A Shares are currently registered
under the Exchange Act. Tribune does not anticipate that such registration will
be subject to termination as a result of completion of the Offer. Registration
of the Series A Shares may be terminated upon application by Times Mirror to
the SEC if the Series A Shares are not listed on a "national securities
exchange" and there are fewer than 300 record holders of Series A Shares.
Termination of registration of the Series A Shares under the Exchange Act would
substantially reduce the information that Times Mirror would be required to
furnish to its stockholders and the SEC and would make certain provisions of
the Exchange Act, such as the short-swing profit recovery provisions of Section
16(b) and the requirements of furnishing a proxy statement in connection with
11
<PAGE>
stockholders' meetings pursuant to Section 14(a) or 14(c) and the related
requirement of an annual report, no longer applicable to Times Mirror. If the
Series A Shares are no longer registered under the Exchange Act, the
requirements of Rule 13e-3 under the Exchange Act with respect to "going
private" transactions would no longer be applicable to Times Mirror. In
addition, the ability of "affiliates" of Times Mirror and persons holding
"restricted securities" of Times Mirror to dispose of such securities pursuant
to Rule 144 promulgated under the Securities Act, may be impaired or, with
respect to certain persons, eliminated. If registration of the Series A Shares
under the Exchange Act were terminated, the Series A Shares would no longer be
"margin securities" or eligible for stock exchange listing or NASDAQ reporting.
If registration of the Series A Shares is not terminated prior to the
Merger, then the registration of the Series A Shares under the Exchange Act and
the listing of the Series A Shares on the NYSE will be terminated following the
completion of the Merger.
The Series C Shares are not currently registered under the Exchange Act.
MARGIN REGULATIONS. The Series A Shares are currently "margin securities"
under the regulations of the Board of Governors of the Federal Reserve System,
which have the effect, among other things, of allowing brokers to extend credit
on the collateral of the Series A Shares for the purpose of buying, carrying or
trading in securities ("Purpose Loans"). Depending upon factors such as the
number of record holders of the Series A Shares and the number and market value
of publicly held Series A Shares, following the purchase of Series A Shares
pursuant to the Offer, the Series A Shares might no longer constitute "margin
securities" for purposes of the Federal Reserve Board's margin regulations and,
therefore, could no longer be used as collateral for Purpose Loans made by
brokers. In addition, if registration of the Series A Shares under the Exchange
Act were terminated, the Series A Shares would no longer constitute "margin
securities." Tribune does not anticipate that the Series A Shares would not
constitute "margin securities" as a result of completion of the Offer.
12
<PAGE>
8.CERTAIN INFORMATION CONCERNING TIMES MIRROR.
Times Mirror's principal executive offices are located at Times Mirror
Square, Los Angeles, California, 90053. Its telephone number at such offices is
(213) 237-3700. The following description of Times Mirror and its business and
the selected financial information set forth below have been taken from the
Times Mirror 10-K and are qualified in their respective entireties by reference
to the Times Mirror 10-K:
Times Mirror is engaged principally in the newspaper publishing,
professional information and magazine publishing businesses. The
Company publishes the Los Angeles Times, Newsday, The Baltimore Sun,
The Hartford Courant, The Morning Call, The (Stamford) Advocate,
Greenwich Time and several smaller newspapers. The Company also
provides information to the aviation market and publishes magazines.
SELECTED FINANCIAL INFORMATION
Times Mirror's selected historical financial information for each of the
five years in the period ended December 31, 1999 is set forth below.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Operating revenues............. $ 3,029 $ 2,784 $ 2,645 $ 2,551 $ 2,529
Income (loss) from continuing
operations.................... 259 134(1) 235 182 (209)(2)
Basic earnings (loss) per share
from continuing operations.... $ 3.53 $ 1.32 $ 2.18 $ 1.36 ($ 2.61)
Diluted earnings (loss) per
share from continuing
operations.................... $ 3.38 $ 1.29 $ 2.12 $ 1.32 ($ 2.61)
Weighted average common shares
outstanding--Basic............ 68 85 93 102 114
Weighted average common shares
outstanding--Diluted.......... 73 87 97 105 114
<CAPTION>
DECEMBER 31,
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Total assets................... $ 3,897 $ 4,158 $ 3,172 $ 3,179 $ 3,445
Long-term debt, less current
maturities.................... 1,562 941 925 459 247
Common stock subject to put
options....................... 27 23 14 38 --
Cash dividends per share....... $ 0.80 $ 0.72 $ 0.55 $ 0.30 $ 0.24
</TABLE>
- --------
(1) Includes pretax charges comprised of restructuring and one-time charges of
$156 million and other charges that did not qualify for accounting
classification as restructuring charges of $19 million.
(2) Includes pretax charges comprised of restructuring and one-time charges of
$413 million and other charges that did not qualify for accounting
classification as restructuring charges of $46 million.
Times Mirror files annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any reports,
statements or other information filed at the SEC's public reference room at 450
Fifth Street, N.W. Washington, D.C. 20549, or at the SEC's public reference
rooms in New York, New York and Chicago, Illinois. Please call the SEC at 1-
800-SEC-0330 for further information on the public reference rooms. Times
Mirror's SEC filings are also available to the public from commercial document
retrieval services and at the Internet world wide web site maintained by the
SEC at http://www.sec.gov.
Although we have no knowledge that any such information is untrue, we take
no responsibility for the accuracy or completeness of information contained in
this Offer to Purchase with respect to Times Mirror or any of its subsidiaries
or affiliates or for any failure by Times Mirror to disclose events which may
occur or may have occurred or may affect the significance or accuracy of any
such information.
13
<PAGE>
CERTAIN FINANCIAL PROJECTIONS (UNAUDITED)
In the course of discussions between representatives of Times Mirror and
Tribune, Times Mirror provided Tribune's representatives with certain
projections of future operating performance of Times Mirror prepared by Times
Mirror's management for fiscal years 2000, 2001 and 2002 (the "Plan
Projections"). Such information has been set forth below for the limited
purpose of giving stockholders access to projections by Times Mirror's
management that were available for review by Tribune in connection with the
Offer.
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. 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. None of Tribune, Times Mirror or any of their
respective 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.
2000-2002 BUSINESS PLAN
(IN MILLIONS, OTHER THAN PERCENTAGES)
<TABLE>
<CAPTION>
PLAN PLAN PLAN
2000 2001 2002
------ ------ ------
<S> <C> <C> <C>
Total Revenue........................................... $3,215 $3,385 $3,574
Operating Profit........................................ $ 535 $ 592 $ 643
Margin................................................ 16.7% 17.5% 18.0%
Interest Expense (Net).................................. $ (122) $ (123) $ (127)
Other Income............................................ $ 22 $ 7 $ 6
------ ------ ------
Pretax Earnings......................................... $ 435 $ 476 $ 522
Taxes................................................... $ (187) $ (205) $ (224)
------ ------ ------
Net Income.............................................. $ 248 $ 271 $ 298
Preferred Dividends..................................... $ (8) $ (8) $ (8)
------ ------ ------
Net to Common Shares.................................... $ 240 $ 263 $ 290
Earnings Per Share...................................... $ 3.70 $ 4.05 $ 4.45
Diluted Shares.......................................... 66.6 66.6 66.6
</TABLE>
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. 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
14
<PAGE>
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 Times Mirror nor any
other party assumes any responsibility for the accuracy or validity of the
foregoing Plan Projections. Neither Tribune nor Times Mirror intends to provide
any updated information with respect to any forward-looking statements.
9. CERTAIN INFORMATION CONCERNING TRIBUNE.
Tribune is a media company engaged, through its subsidiaries, in the
publishing of newspapers, books, educational materials and information in print
and digital formats and the broadcasting, development and distribution of
information and entertainment principally in metropolitan areas in the United
States.
The principal executive offices of Tribune are located at 435 North Michigan
Avenue, Chicago, Illinois, 60611. Its telephone number at such offices is (312)
222-9100. Tribune is incorporated in the state of Delaware. The name, business
address, citizenship, present principal occupation and employment history for
the past five years of each of the directors and executive officers of Tribune
are set forth in Schedule I.
Tribune is subject to the information and reporting requirements of the
Exchange Act and is required to file periodic reports, proxy statements and
other information with the SEC relating to its business, financial condition
and other matters. Certain information, as of particular dates, concerning
Tribune's business, principal physical properties, capital structure, material
pending legal proceedings, operating results, financial condition, directors
and officers (including their remuneration and stock options granted to them),
the principal holders of Tribune's securities, any material interests of such
persons in transactions with Tribune and certain other matters is required to
be disclosed in proxy statements and annual reports distributed to Tribune's
stockholders and filed with the SEC. You may inspect or copy these reports,
proxy statements and other information at the SEC's public reference facilities
and they should also be available for inspection in the same manner as set
forth above with respect to Times Mirror in Section 8.
Except as set forth elsewhere in this Offer to Purchase or Schedule I hereto:
(a) neither we nor, to our knowledge, any of the persons listed in Schedule I
hereto or any associate or majority-owned subsidiary of ours or of any of the
persons so listed, beneficially owns or has a right to acquire any Shares or
any other equity securities of Times Mirror, except that Tribune beneficially
owns 200 Series A Shares (less than .001% of the outstanding Series A Shares);
(b) neither we nor, to our knowledge, any of the persons or entities referred
to in clause (a) above or any of their executive officers, directors or
subsidiaries has effected any transaction in the Shares or any other equity
securities of Times Mirror during the past 60 days; (c) neither we nor, to our
knowledge, any of the persons listed in Schedule I hereto, has any contract,
arrangement, understanding or relationship with any other person with respect
to any securities of Times Mirror (including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the
voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies, consents or authorizations); (d) since March 21, 1998,
there have been no transactions which would require reporting under the rules
and regulations of the SEC between us or any of our subsidiaries or, to our
knowledge, any of the persons listed in Schedule I hereto, on the one hand, and
Times Mirror or any of its executive officers, directors or affiliates, on the
other hand; and (e) since March 21, 1998, there have been no contacts,
negotiations or transactions between us or any of our subsidiaries or, to our
knowledge, any of the persons listed in Schedule I hereto, on the one hand, and
Times Mirror or any of its subsidiaries or affiliates, on the other hand,
concerning a merger, consolidation or acquisition, a tender offer or other
acquisition of securities, an election of directors or a sale or other transfer
of a material amount of assets.
15
<PAGE>
SELECTED FINANCIAL INFORMATION
Tribune's selected historical financial information for each of the five
years in the period ended December 26, 1999 is set forth below. The
consolidated statement of income data for the years ended December 26, 1999,
December 27, 1998 and December 28, 1997 and the consolidated balance sheet data
as of December 26, 1999 and December 27, 1998 have been derived from and should
be read in conjunction with, the audited consolidated financial statements and
notes thereto set forth in Exhibit 13 of Tribune's Annual Report on Form 10-K
for the year ended December 26, 1999 and incorporated herein by reference. See
above in this Section 9 for information regarding obtaining copies of such
documents. The consolidated statement of income data for the years ended
December 29, 1996 and December 31, 1995 and the consolidated balance sheet data
as of December 28, 1997, December 29, 1996 and December 31, 1995, are derived
from audited consolidated financial statements not incorporated herein by
reference.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
12/26/99 12/27/98 12/28/97 12/29/96 12/31/95
-------- -------- -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Operating revenues............. $3,222 $2,981 $2,720 $2,406 $2,245
Income from continuing
operations.................... 1,483(1) 414 394 283 245
Basic earnings per share from
continuing operations......... $ 6.17 $ 1.63 $ 1.53 $ 1.07 $ 0.87
Diluted earnings per share from
continuing operations......... $ 5.62 $ 1.50 $ 1.40 $ 0.99 $ 0.81
Weighted average common shares
outstanding--Basic............ 237 242 246 246 259
Weighted average common shares
outstanding--Diluted.......... 262 267 271 272 286
<CAPTION>
12/26/99 12/27/98 12/28/97 12/29/96 12/31/95
-------- -------- -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Total assets................... $8,798 $5,936 $4,778 $3,701 $3,288
Long-term debt, less current
maturities.................... 2,694 1,616 1,521 980 757
Cash dividends per share....... $ 0.36 $ 0.34 $ 0.32 $ 0.30 $ 0.28
</TABLE>
(1) Includes non-operating items as follows: gain on change in fair values of
derivatives and related investments of $131 million, gain on
reclassification of investments of $666 million, and gain on sales of
subsidiary and investments of $270 million, totaling $1 billion.
Audited consolidated financial statements for the fiscal years ended
December 26, 1999 and December 27, 1998 are set forth in Exhibit 13 of
Tribune's Annual Report on Form 10-K for the year ended December 26, 1999 and
incorporated herein by reference. See above in this Section 9 for information
regarding obtaining copies of such documents.
16
<PAGE>
PRO FORMA FINANCIAL DATA (UNAUDITED).
The following unaudited pro forma condensed consolidated financial
statements present the pro forma financial position at December 26, 1999 and
the pro forma results of operations for the year then ended for Tribune. These
pro forma financial statements give effect to the acquisition of Times Mirror
using the purchase method of accounting as if such acquisition had occurred at
the beginning of fiscal year 1999 for purposes of the pro forma condensed
consolidated statement of income and as if such acquisition had occurred at the
end of fiscal year 1999 for purposes of the pro forma condensed consolidated
balance sheet. In addition, the pro forma condensed consolidated statement of
income gives effect to Times Mirror's contribution of assets to TMCT II, LLC,
which occurred on September 3, 1999, as if the transaction occurred at the
beginning of the year.
The pro forma adjustments are based upon currently available information.
The assumptions underlying the calculation of the pro forma adjustments are
considered appropriate under the circumstances. These unaudited pro forma
condensed consolidated financial statements should be read in conjunction with
Tribune's Consolidated Financial Statements and the Notes thereto for the year
ended December 26, 1999 along with Management's Discussion and Analysis of
Operations, which are set forth in Exhibit 13 of Tribune's Annual Report on
Form 10-K for the fiscal year ended December 26, 1999 and are incorporated
herein by reference.
The pro forma condensed consolidated financial statements are provided for
informational purposes only in response to SEC requirements and do not purport
to represent what Tribune's financial position or results of operations would
actually have been if the transaction had in fact occurred at such dates or to
project Tribune's financial position or results of operations for any future
date or period.
17
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
TIMES ACQUISITION
TRIBUNE MIRROR PRO FORMA ADJUSTED
DECEMBER 26, 1999 DECEMBER 31, 1999 ADJUSTMENTS PRO FORMA
----------------- ----------------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash
equivalents............ $ 631,018 $ 144,319 $ (675,337) A $ 100,000
Short-term investments.. 435,770 -- (297,082) A 138,688
Accounts receivable,
net.................... 594,949 363,361 -- 958,310
Inventories............. 112,689 35,082 15,600 C 163,371
Broadcast rights........ 253,129 -- -- 253,129
Net assets of
discontinued
operations............. -- 173,090 -- 173,090
Other current assets.... 56,996 170,796 -- 227,792
- ----------------------------------------------------------------------------------------
Total current assets.... 2,084,551 886,648 (956,819) 2,014,380
- ----------------------------------------------------------------------------------------
Net properties.......... 712,536 966,095 -- 1,678,631
Broadcast rights........ 192,070 -- -- 192,070
Goodwill and intangible
assets, net............ 3,150,648 794,741 6,074,708 D 10,020,097
America Online stock
related to PHONES
debt................... 1,304,000 -- -- 1,304,000
Other investments....... 1,175,634 575,704 -- 1,751,338
Prepaid pension costs... 48,108 445,175 190,889 E 684,172
Other assets............ 130,144 229,008 12,959 F 372,111
- ----------------------------------------------------------------------------------------
Total assets............ $8,797,691 $3,897,371 $5,321,737 $18,016,799
- ----------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term debt......... $ 30,689 $ 254,834 $ -- $ 285,523
Accounts payable........ 176,552 179,461 -- 356,013
Employee compensation
and benefits........... 122,333 110,311 -- 232,644
Contracts payable for
broadcast rights....... 276,307 -- -- 276,307
Accrued liabilities..... 254,715 321,524 24,161 G 600,400
- ----------------------------------------------------------------------------------------
Total current
liabilities............ 860,596 866,130 24,161 1,750,887
- ----------------------------------------------------------------------------------------
PHONES debt related to
America Online stock... 1,328,480 -- -- 1,328,480
Other long-term debt.... 1,365,712 1,562,240 2,193,700 A 5,121,652
Deferred income taxes... 1,251,377 482,062 492,746 H 2,226,185
Contracts payable for
broadcast rights....... 269,698 -- -- 269,698
Compensation and other
obligations............ 251,930 587,210 (93,197) I 774,654
28,711 G
- ----------------------------------------------------------------------------------------
Total non-current
liabilities............ 4,467,197 2,631,512 2,621,960 9,720,669
- ----------------------------------------------------------------------------------------
Preferred stock, net of
treasury stock......... 281,093 106,820 -- 387,913
Common stock, net of
treasury stock, and
additional paid-in
capital................ (1,355,683) (1,518,763) 1,518,763 J 1,612,842
2,968,525 B
Retained earnings....... 4,195,318 1,784,793 (1,784,793) J 4,195,318
Other................... 349,170 26,879 (26,879) J 349,170
- ----------------------------------------------------------------------------------------
Total shareholders'
equity................. 3,469,898 399,729 2,675,616 6,545,243
- ----------------------------------------------------------------------------------------
Total liabilities and
shareholders' equity... $8,797,691 $3,897,371 $5,321,737 $18,016,799
- ----------------------------------------------------------------------------------------
</TABLE>
18
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 26, 1999
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
LLC TRANSACTION ACQUISITION
TIMES PRO FORMA PRO FORMA ADJUSTED
TRIBUNE MIRROR ADJUSTMENTS ADJUSTMENTS PRO FORMA
---------- ---------- --------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Operating revenues...... $3,221,890 $3,029,249 $ -- $ -- $ 6,251,139
Operating expenses
Cost of sales.......... 1,454,058 1,546,492 -- -- 3,000,550
Selling, general and
administrative........ 775,233 867,296 -- -- 1,642,529
Depreciation and
amortization of
intangible assets..... 222,159 144,955 -- 156,718 C 523,832
------------------------------------------------------------
Total operating
expenses.............. 2,451,450 2,558,743 -- 156,718 5,166,911
------------------------------------------------------------
Operating profit........ 770,440 470,506 -- (156,718) 1,084,228
Net interest expense ... (65,595) (56,914) (51,523)A (218,011) D (392,043)
Other, net.............. (21,545) (24,117) 11,447 B (17,774) E (51,989)
Non-operating items,
net.................... 1,756,779 49,816 -- (13,900) F 1,792,695
------------------------------------------------------------
Income from continuing
operations before
income taxes........... 2,440,079 439,291 (40,076) (406,403) 2,432,891
Income taxes............ (957,029) (180,229) 16,331 G 108,488 G (1,012,439)
------------------------------------------------------------
Income from continuing
operations............. $1,483,050 $ 259,062 $(23,745) $(297,915) $ 1,420,452
Preferred dividends, net
of tax................. (18,639) (18,066) -- 9,966 H (26,739)
------------------------------------------------------------
Income from continuing
operations attributable
to common
shareholders........... $1,464,411 $ 240,996 $(23,745) $(287,949) $ 1,393,713
------------------------------------------------------------
Weighted average shares
outstanding............ 237,367 -- -- 84,815 322,182
Earnings per share from
continuing operations
Basic.................. $ 6.17 -- -- -- $ 4.33
Diluted(1)............. $ 5.62 -- -- -- $ 3.94
Book value per common
share.................. $ 14.62 -- -- -- $ 20.32
Cash dividends per
share.................. $ 0.36 -- -- -- $ 0.36
</TABLE>
- --------
(1) Excluding the impact of non-operating items, net, historical diluted
earnings per share from continuing operations for Tribune were $1.54 and
adjusted pro forma diluted earnings per share from continuing operations
were $0.89.
19
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TIMES MIRROR TRANSACTION
On March 13, 2000, Tribune and Times Mirror announced the signing of the
Merger Agreement, pursuant to which Tribune is making the Offer for up to a
total of 28 million Shares (approximately 48% of Shares deemed outstanding for
financial reporting purposes) at a price of $95 per Share. Following
completion of the Offer, Tribune and Times Mirror will merge, subject to
satisfaction of certain conditions including approval of the stockholders of
Tribune and Times Mirror. In the Merger each remaining Share will be converted
into the right to receive 2.5 shares of Tribune Common Stock. In addition, if
fewer than 28 million Shares are purchased in the Offer, Tribune may purchase
Shares in the market and permit Times Mirror stockholders to elect cash in the
Merger, up to the balance of the 28 million Shares. The pro forma condensed
consolidated financial statements assume (a) the 28 million Shares are
purchased in the Offer and (b) a Tribune Common Stock price of $35 per share,
which represents a recent average of Tribune's Common Stock price. If fewer
than 28 million Shares are purchased in the Offer or the market price of
Tribune Common Stock varies from the $35 per share assumed value, the market
price used to value the shares issued by Tribune, number of shares of Tribune
Common Stock issued and the goodwill from the transaction will change. If the
share price of Tribune Common Stock increases or decreases by $1 per share,
goodwill and amortization expense will increase or decrease by approximately
$85 million and $2 million, respectively.
For financial accounting purposes, the acquisition of Times Mirror will be
accounted for using the purchase method of accounting. Accordingly, Times
Mirror's assets and liabilities have been adjusted, on a preliminary basis, to
reflect their fair values in the unaudited pro forma condensed consolidated
balance sheet as of December 26, 1999. The estimated effects resulting from
these adjustments have been reflected in the unaudited pro forma condensed
consolidated statement of income. The allocation of the estimated purchase
price and the estimated transaction fees and expenses included in the
unaudited pro forma condensed consolidated financial statements are
preliminary. Final amounts may differ from those set forth herein and such
differences may be material.
The unaudited pro forma condensed consolidated financial statements do not
reflect any potential cost savings, revenue enhancements or other synergies
that could result from the acquisition of Times Mirror.
TMCT II, LLC TRANSACTION
On September 3, 1999, Times Mirror completed a recapitalization involving
agreements with the Chandler Trusts. The recapitalization resulted in the
formation of a new limited liability company, TMCT II, LLC ("TMCT II").
Pursuant to the TMCT II contribution agreement, Times Mirror, certain of
its subsidiaries and the Chandler Trusts made the following capital
contributions to TMCT II:
. Times Mirror and certain of its subsidiaries contributed preferred units
issued by the operating partnerships of eight unrelated real estate
investment trusts ("OP REIT Interests") with an aggregate purchase price
of $600 million and $635 million in cash or cash equivalents; and
. The Chandler Trusts contributed Times Mirror common stock and preferred
stock (the "TMCT II Contributed Shares").
Times Mirror's purchase of the OP REIT Interests was partially funded with the
proceeds of a $550 million short-term bank line of credit. Times Mirror
refinanced the line of credit with $600 million of long-term debt in October
1999.
Times Mirror, certain of its subsidiaries and the Chandler Trusts share in
the cash flow of the various assets held by TMCT II. The cash flow from the OP
REIT Interests and the TMCT II portfolio is largely
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allocated to the Chandler Trusts with the remaining portion of the cash flow
from the OP REIT Interests and the TMCT II portfolio primarily allocated to the
Times Mirror subsidiaries. The cash flow from the TMCT II Contributed Shares is
largely allocated to Times Mirror with the remaining portion of the cash flow
from the TMCT II Contributed Shares primarily allocated to the Chandler Trusts.
Due to the allocations of the economic benefits in TMCT II, for financial
reporting purposes, 80% of the TMCT II Contributed Shares are included in
treasury stock, 80% of the preferred stock dividends are excluded from
preferred stock dividends and 80% of the dividends on the common stock are
effectively eliminated.
The pro forma adjustments from these transactions are described below.
NOTES TO CONDENSED CONSOLIDATED BALANCE SHEET
(A) To record the estimated cash and short term investments used and additional
debt issued to purchase 28 million Shares at a price of $95 per Share, make
payments with respect to any Cash Electing Options (as defined below) and
pay transaction costs.
(B) To reflect the issuance of 84.8 million shares of Tribune Common Stock at a
value of $35 per share.
(C) To adjust inventories to fair value.
(D) To eliminate Times Mirror's net goodwill and intangible assets balance, to
record estimated identifiable intangible assets of $1 billion, and to
record the excess purchase price over the fair value of the net assets
acquired.
(E) To record the fair value of Times Mirror's pension assets and obligations.
(F) To record interest rate swaps at fair value.
(G) To record the unfavorable newsprint price hedging contracts at fair value.
(H) To record the tax effects of pro forma adjustments related to the increase
in fair value of net assets acquired.
(I) To record Times Mirror's unfunded postretirement liabilities at fair value.
(J) To eliminate Times Mirror's equity accounts.
NOTES TO CONDENSED CONSOLIDATED STATEMENT OF INCOME
(A) To record interest expense on debt incurred to fund the TMCT II
transaction, which has been calculated assuming an interest rate of 7.0%
from the beginning of 1999 through September 3, 1999, and to record reduced
interest income from the beginning of 1999 through September 3, 1999
related to the cash and cash equivalents contributed to TMCT II and cash
paid for transaction expenses, which has been calculated assuming an
interest rate of 5.1%.
(B) To record Times Mirror's proportionate equity share in TMCT II's income
from the beginning of 1999 through September 3, 1999 consisting of a 20%
share of the OP REIT Interests and the TMCT II portfolio, which is assumed
to earn a 6.95% return per year for purposes of the pro forma income
statement.
(C) To record incremental amortization of intangibles from a preliminary
allocation of purchase price. Identifiable intangible assets have been
amortized over periods ranging from 5 to 25 years. Goodwill has been
amortized over 40 years.
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(D) To record interest expense on debt incurred to fund the acquisition, which
has been calculated assuming an interest rate of 7.5%, and to record
reduced interest income related to the cash and short term investments used
to fund the acquisition, which has been calculated assuming an interest
rate of 5.5%.
(E) To reflect additional equity losses on certain Tribune investments for
which conversion from the cost to equity method is required due to
increased ownership interests acquired in the transaction.
(F) To record the change in the fair value of Times Mirror's investment in
America Online, net of the change in the derivative component of the
Premium Equity Participating Securities (PEPS). This adjustment is made as
a result of the requirement to conform Times Mirror's accounting policy for
derivatives to FAS 133, Accounting for Derivative Instruments and Hedging
Activities, the standard currently applied by Tribune.
(G) To record the tax effect of the pro forma adjustments.
(H) To adjust historical preferred dividend requirements resulting from the
replacement of preferred stock issued by Times Mirror in January 2000 with
Tribune preferred stock.
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HISTORICAL AND PRO FORMA PER SHARE DATA
The following table sets forth selected historical and unaudited pro forma
per share data for Tribune and historical and equivalent unaudited pro forma
per share data for Times Mirror. The unaudited pro forma financial data assume
that the acquisition of Times Mirror and Times Mirror's contribution of assets
to TMCT II, LLC, which occurred on September 3, 1999, were consummated at the
beginning of the earliest period presented and give effect to the acquisition
using the purchase method of accounting. The unaudited pro forma equivalent per
share data for Times Mirror are based on the unaudited pro forma amounts per
share for Tribune, multiplied by 2.5. The information set forth below should be
read in conjunction with the historical consolidated financial data of Tribune
incorporated by reference herein and the unaudited pro forma condensed
financial statements.
<TABLE>
<CAPTION>
AT OR FOR THE
YEAR ENDED
DECEMBER 26,
1999
-------------
<S> <C>
TRIBUNE
Basic earnings per share from continuing operations
Historical...................................................... $ 6.17
Pro forma combined.............................................. 4.33
Diluted earnings per share from continuing operations
Historical...................................................... 5.62
Pro forma combined.............................................. 3.94
Book value per share
Historical...................................................... 14.62
Pro forma combined.............................................. 20.32
Common dividends per share
Historical...................................................... 0.36
Pro forma combined.............................................. 0.36
TIMES MIRROR
Basic earnings per share from continuing operations
Historical...................................................... $ 3.53
Pro forma equivalent............................................ 10.83
Diluted earnings per share from continuing operations
Historical...................................................... 3.38
Pro forma equivalent............................................ 9.85
Book value per share
Historical...................................................... 5.86
Pro forma equivalent............................................ 50.80
Common dividends per share
Historical...................................................... 0.80
Pro forma equivalent............................................ 0.90
</TABLE>
10.BACKGROUND OF THE OFFER.
On April 25, 1999, John Madigan, Chairman, President and Chief Executive
Officer of Tribune, met with Mark Willes, Chairman of the Board, President and
Chief Executive Officer of Times Mirror. At this meeting, Mr. Madigan proposed
to Mr. Willes the possibility of a business combination between Tribune and
Times Mirror. At the end of the meeting, Mr. Willes requested more detailed
information about the proposal.
On May 27, 1999, Mr. Madigan sent a letter to Mr. Willes describing
Tribune's view of the strategic benefits of the proposed combination. On June
8, 1999, Mr. Willes called Mr. Madigan to request financial projections
supporting the benefits of the combination. Mr. Madigan responded to Mr.
Willes' request with a letter dated June 9, 1999, which contained pro forma
projections for the combination. These projections were based on a merger
between Tribune and Times Mirror in which 50% of the consideration would be
paid in Tribune Common Stock and 50% of the consideration would be paid in
cash, at a price of $82.50 per Share.
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Mr. Willes replied with a letter to Mr. Madigan dated June 17, 1999. Mr.
Willes' letter requested that correspondence regarding a business combination
between Tribune and Times Mirror cease, citing the perceived inability of the
Chandler Trusts to be able to agree to this type of transaction, but expressed
interest in a possible joint venture between Tribune's Los Angeles television
station and Times Mirror's Los Angeles newspaper. On June 21, 1999, Mr.
Madigan and Mr. Willes discussed by telephone the possibility of a Los Angeles
television/newspaper joint venture.
On July 1, 1999, Mr. Willes sent Mr. Madigan a letter stating that, after
consulting with his associates, Times Mirror would decline Tribune's offer to
explore the possible joint venture. On July 15, 1999, Mr. Madigan responded
with a letter to Mr. Willes stating that he regretted Mr. Willes' decision to
abandon the discussions. There were no further discussions between Tribune and
Times Mirror on the subject of a business combination until November 1999.
On November 9, 1999, Jack Fuller, President of Tribune Publishing, and
Thomas Unterman, then Chief Financial Officer of Times Mirror and the Manager
of Rustic Canyon Partners, LLC, the general partner of TMCT Ventures, which is
a venture capital fund in which the Chandler Trusts have an 80% interest
("Rustic Canyon"), met at a regularly scheduled meeting of the board of
another company on which they both serve. During a break in the meeting, the
participants engaged in a general discussion of issues regarding Times Mirror.
At the end of the break, Messrs. Fuller and Unterman had a brief discussion
regarding whether a transaction between Times Mirror and Tribune could be
feasible for the Chandler Trusts. Mr. Unterman said he would be in Chicago
over Thanksgiving and might be available then to talk.
On November 11, 1999, Mr. Fuller spoke with Mr. Unterman by telephone to
arrange a meeting with Mr. Unterman on November 27. On November 27, 1999,
Messrs. Madigan and Fuller met with Mr. Unterman and told him that Tribune
would be interested in exploring the possibility of a combination. Mr.
Unterman explained his understanding of certain transaction parameters
resulting from certain requirements of the Chandler Trusts that might affect
the ability of the Chandler Trusts to engage in such a transaction. At the end
of this meeting, a meeting between Messrs. Madigan and Fuller and
representatives of the Chandler Trusts was suggested.
On January 5, 2000, Messrs. Madigan and Fuller met with representatives of
the Chandler Trusts to discuss the possibility of a business combination
between Tribune and Times Mirror. At the conclusion of this meeting, it was
agreed that discussions should continue and that representatives of the
Chandler Trusts would visit Tribune management in Chicago in February. On
February 9, 2000, members of Tribune's senior management made a presentation
to representatives of the Chandler Trusts regarding the strategic and
financial rationale supporting a transaction between the companies.
On February 14, 2000, Tribune's Board of Directors met at a regularly
scheduled meeting and discussed the possible combination. The Tribune Board
authorized continued discussions with the Chandler Trusts and discussions with
Times Mirror. Thereafter, representatives of Tribune and representatives of
the Chandler Trusts continued their discussions. This included discussion of
the structure of the proposed transaction because of the desire of the
Chandler Trusts to engage in a tax-free transaction and discussion of possible
participation in governance by some persons associated with the Chandler
Trusts. The governance participation discussed was with respect to the Tribune
Board of Directors and a separate board that would be created to oversee the
Los Angeles Times.
On February 29, 2000, representatives of the Chandler Trusts met with Mr.
Willes to inform him of their intention to pursue a transaction with Tribune
and to propose that the Times Mirror Board of Directors approve such a
transaction. Times Mirror contacted Goldman Sachs and engaged Goldman Sachs as
its financial advisor in connection with the possible sale of all or a portion
of Times Mirror.
On March 1, 2000, representatives of the Chandler Trusts met with members of
the senior management of Times Mirror and representatives from Times Mirror's
regular outside corporate counsel, Gibson, Dunn & Crutcher LLP ("Gibson,
Dunn"), and Goldman Sachs, to describe the status of the discussions between
the Chandler Trusts and Tribune, the requirements of the Chandler Trusts in
order to proceed with a transaction
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<PAGE>
and their interest in addressing the Times Mirror Board of Directors on the
transaction and in moving forward with a transaction promptly. Representatives
of the Chandler Trusts indicated that they expected that Times Mirror would
receive a proposal from Tribune shortly, possibly as early as March 3, 2000,
following a scheduled meeting of the Tribune Board of Directors.
On March 2, 2000, during an executive session of a regularly scheduled
meeting of the Times Mirror Board of Directors, Mr. Willes advised the non-
Chandler Trusts members of the Times Mirror Board of the status of
developments and Gibson, Dunn and Times Mirror's financial advisors addressed
various aspects of the proposed transaction. The directors approved the
retention of Goldman Sachs as Times Mirror's financial advisor with respect to
the proposed transaction, and decided to retain Skadden, Arps, Slate, Meagher
& Flom LLP ("Skadden Arps") as special counsel to the non-Chandler Trusts
members of the Times Mirror Board of Directors, with Gibson, Dunn continuing
to represent Times Mirror. The Chandler Trusts directors and the legal
advisors (Munger, Tolles & Olson LLP) and financial advisors (Morgan Stanley &
Co., Incorporated) to the Chandler Trusts then joined the meeting and made a
presentation regarding the background of their discussions with Tribune, the
specific requirements of a transaction that were necessary for the Chandler
Trusts to proceed, the strategic advantages of a combination with Tribune and
the desire of the Chandler Trusts to move forward with a transaction. The
representatives of the Chandler Trusts indicated that there had been no
detailed discussions about price.
On March 3, 2000, the Tribune Board of Directors met and approved an offer
to acquire Times Mirror through a merger at $90 per Share, on the terms
described below, subject to the offer not being disclosed to the public or any
third party. Mr. Madigan then sent a letter to the Times Mirror Board of
Directors and the Trustees of the Chandler Trusts setting forth Tribune's
offer. The offer provided for a 50% cash/50% stock election merger, at a price
of $90 per Share in cash or its equivalent in Tribune Common Stock. The offer
also contemplated participation in governance by some persons associated with
the Chandler Trusts, both with respect to the Tribune Board and a separate Los
Angeles Times board. The offer was conditioned on the agreement of the
Chandler Trusts to commit to vote all of their Shares in favor of the proposed
merger and against any competing transactions, and on the merger agreement not
being terminable if a competing proposal was made to Times Mirror unless the
stockholders of Times Mirror failed to approve the transaction at a meeting of
such stockholders.
On March 6, 2000, counsel for Tribune provided Gibson, Dunn and Skadden
Arps and counsel for the Chandler Trusts with a proposed form of merger
agreement and voting agreement reflecting the terms of Tribune's offer. On
March 8, 2000, the non-Chandler Trusts members of the Times Mirror Board of
Directors convened with their financial and legal advisors to review the
Tribune offer. Representatives of Skadden Arps reviewed with the directors
their duties in the context of the proposal as well as the impact of the
provision of Times Mirror's certificate of incorporation that would permit the
directors in their sole discretion in connection with their approval of a
merger to convert the high voting Series C Shares (including those held by the
Chandler Trusts) to low voting Series A Shares. Goldman Sachs reviewed Times
Mirror's current and projected financial performance, Tribune's business,
strategy, financial performance and reputation in the market, and various
valuation models for Times Mirror and other newspaper acquisitions which had
been recently completed. Goldman Sachs also addressed the potential interest
of other acquirors. After an extended discussion, these directors directed
their advisors to indicate to Tribune and the Chandler Trusts that the $90 per
Share price was too low and would need to be increased before Times Mirror was
prepared to pursue a transaction with Tribune. These directors further
indicated that they had significant reservations about the scope of the voting
agreement required by Tribune, particularly in light of the Times Mirror
certificate of incorporation provisions permitting the conversion of the
Series C Shares into Series A Shares in certain circumstances.
On March 9, 2000, representatives of Times Mirror met with representatives
of the Chandler Trusts and reviewed the Times Mirror Board's reaction to the
proposal, the need for an increased price and the Board's resistance to the
scope of the voting agreement. In the course of those discussions, the Times
Mirror certificate of incorporation provision providing for conversion of the
Series C Shares was discussed. The representatives of the Chandler Trusts
forcefully objected to the non-Chandler Trusts directors' view of the
availability of that provision, indicating their belief that any conversion
pursuant to such provision was intended to be effective
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<PAGE>
only upon consummation of a transaction and not in advance of such
consummation, and stated that any attempt to utilize the provision would be
litigated by the Chandler Trusts. The parties discussed possible alternative
structures for the transaction that might ensure that the public stockholders
were treated at least as favorably as the Chandler Trusts and would permit
another potential acquiror to make a competing proposal.
On March 10, 2000, representatives of Tribune, Times Mirror and the Chandler
Trusts met to discuss the terms of the proposed merger and to commence
management interviews and due diligence. The representatives of Times Mirror
told the representatives of Tribune that, while the Times Mirror Board of
Directors had not yet authorized any transaction, they believed that any
transaction would need to be at a higher price than $90 per Share, and with a
structure that would ensure that the public stockholders had the opportunity to
receive all stock for their Shares if they so desired. The Times Mirror
representatives also suggested the possibility of a cash tender offer as a
first step in a two-step acquisition, in order to allow Times Mirror
stockholders the opportunity to receive cash for their Shares significantly
earlier than they would in a one-step merger. The representatives of the
Chandler Trusts told the Tribune representatives that the Chandler Trusts
agreed with the foregoing Times Mirror position and further required a
structure that would guarantee that the Chandler Trusts could elect to receive
all stock in the transaction. Finally, the Times Mirror representatives also
objected to Tribune's requirement that the Chandler Trusts enter into a
proposed voting agreement unconditionally obligating them to vote their Shares,
representing approximately 67% of the Times Mirror voting power, in favor of
the Merger.
On March 11, 2000, the Tribune Board of Directors met to approve increasing
the price of the cash portion of its offer to $92.50 per Share (leaving the
stock portion at $90 per Share), to provide for a tender offer preceding the
merger for up to 28 million Shares, and to provide for an unlimited stock
election in the merger, subject to the Chandler Trusts entering into a voting
agreement requiring the Chandler Trusts to vote their Series C Shares in favor
of the merger at their full voting power. Following this meeting,
representatives of Tribune informed representatives of Times Mirror and of the
Chandler Trusts of these revisions to Tribune's proposal.
In the afternoon of March 11, the non-Chandler Trust members of the Times
Mirror Board met with their legal and financial advisors to consider the status
of the discussions with representatives of Tribune and the Chandler Trusts as
well as the terms of the revised proposal from Tribune. Representatives from
Goldman Sachs and Skadden Arps advised these directors that, while the revised
Tribune proposal now provided all Times Mirror stockholders who desired to
receive all Tribune Common Stock for their Shares with the opportunity to do
so, the proposal still did not permit termination of the merger agreement by
Times Mirror in the event of a proposal from a third party and continued to be
conditioned upon the Chandler Trusts entering into a voting agreement at the
time of execution of any merger agreement requiring the Chandler Trusts to vote
their Series C Shares at their full voting power in favor of the merger, thus
assuring stockholder approval of the transaction proposed by Tribune. The
advisors also conveyed to these directors the views of the representatives of
the Chandler Trusts that the Times Mirror Board did not have the right to
convert the Series C Shares into Series A Shares in a manner that would prevent
the Series C Shares from voting on the proposed merger at their full voting
power, and that any attempt to do so would be vigorously resisted by the
Chandler Trusts. At the end of the meeting, these directors instructed their
advisors to continue to seek to improve the economic terms of the proposed
transaction and to seek to modify the terms of the voting agreement.
The directors who are associated with the Chandler Trusts then joined the
meeting and the full Times Mirror Board reviewed and approved various actions
taken by the Executive Compensation Subcommittee on March 2, 2000 with respect
to severance and other employee benefits upon a change of control of Times
Mirror. Following that portion of the meeting, Mr. Madigan and other Tribune
executives made a presentation to the full Times Mirror Board of Directors,
joined by certain trustees of the Chandler Trusts, regarding the financial
performance and future prospects of Tribune and the perceived benefits of the
Tribune-Times Mirror combination.
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<PAGE>
In the evening of March 11, representatives of Times Mirror and
representatives of the Chandler Trusts informed the Tribune representatives
that Times Mirror and the Chandler Trusts would be willing to agree to a
transaction at $95 per Share in cash for up to 28 million Shares and an
exchange ratio of 2.5 shares of Tribune Common Stock for each Share that did
not elect cash (representing a value of $93 in Tribune Common Stock for each
Share electing Tribune Common Stock based on the closing price of the Tribune
Common Stock on March 10, 2000). The representatives of Times Mirror and of the
Chandler Trusts also said that they would agree to the proposed voting
agreement; provided, however, that, in the event a third party were to submit a
competing bid prior to completion of the Tribune tender offer that caused the
Times Mirror Board to change its recommendation, the Chandler Trusts'
commitment to vote in favor of the transactions with Tribune would apply only
to 28% of the total voting power of Times Mirror, with the remaining Shares
held by the Chandler Trusts voted in proportion to the vote of the Shares not
held by the Chandler Trusts. The representatives of Tribune informed the Times
Mirror representatives and the Chandler Trusts' representatives that they would
be willing to recommend that the Tribune Board approve these economic terms,
but only if the Chandler Trusts agreed unconditionally to vote all of their
Shares in favor of the transaction and the Board did not take any action to
convert the Series C Shares into Series A Shares. Tribune also indicated that
its proposal, by its terms, would expire on March 13 if it was not accepted by
that time.
On March 12, 2000, counsel for Tribune met with Skadden Arps to discuss
possible means of resolving the parties' disagreement with respect to the terms
of the voting agreement with the Chandler Trusts. Following these meetings, the
Tribune representatives informed the Times Mirror representatives and the
Chandler Trusts' representatives that they would be willing to recommend to the
Tribune Board that it approve a voting agreement providing that the Chandler
Trusts' vote in favor of the transaction with Tribune would be reduced to 40%
of the total voting power of Times Mirror (with the remaining Shares held by
the Chandler Trusts voted in proportion to the vote of the Shares not held by
the Chandler Trusts) in the event a competing offer were made that caused the
Times Mirror Board to change its recommendation of the Tribune offer within 20
days of the announcement of the execution of the merger agreement, but only in
the event that the exchange ratio was 2.35 shares of Tribune Common Stock for
each Share that did not elect cash. The representatives of Times Mirror
responded that, based upon the overall terms of the proposed transaction, they
would be willing to support these terms in their presentation to the Times
Mirror Board if the exchange ratio remained at the previously proposed 2.5. The
representatives of Times Mirror and of the Chandler Trusts also provided the
Tribune representatives with their other comments on the proposed forms of
merger agreement and voting agreement.
In the evening of March 12, 2000, the Board of Directors of Tribune met,
approved the revisions to the Tribune proposal described above, but with an
exchange ratio of 2.5, authorized Tribune to enter into the Merger Agreement
and the Voting Agreement on these terms, and resolved to recommend approval of
the transaction to Tribune stockholders. Following the meeting of the Tribune
Board of Directors, the Board of Directors of Times Mirror met, and after
reviewing all aspects of the proposed transaction, approved the transaction on
these revised terms, authorized Times Mirror to enter into the Merger
Agreement, and resolved to recommend approval of the transaction to Times
Mirror stockholders. On March 13, 2000, following finalization of the Merger
Agreement and the Voting Agreement on these terms, Tribune and Times Mirror
executed the Merger Agreement, and Tribune, the Chandler Trusts and the other
parties to the Voting Agreement executed the Voting Agreement.
11. PURPOSE OF THE OFFER AND THE MERGER; THE MERGER AGREEMENT; THE VOTING
AGREEMENT; LETTER TO CHANDLER TRUSTS; EFFECTS OF INABILITY TO CONSUMMATE
THE MERGER; STATUTORY REQUIREMENTS; APPRAISAL RIGHTS; PLANS FOR TIMES
MIRROR.
PURPOSE. The purpose of the Offer and the Merger is to acquire control of,
and the entire equity interest in, Times Mirror. The Offer, as the first step
in the acquisition of Times Mirror, is intended to facilitate the acquisition
of all the Shares. The purpose of the Merger is to acquire all capital stock of
Times Mirror not purchased pursuant to the Offer or otherwise.
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THE MERGER AGREEMENT. The following summary description of the Merger
Agreement is qualified in its entirety by reference to the agreement itself,
filed as an exhibit to the Tender Offer Statement on Schedule TO that we filed
with the SEC, which you may examine and copy as set forth in Section 8 above
(except that it will not be available at the regional offices of the SEC).
The Offer. The Merger Agreement provides for the commencement of the
Offer by Tribune. The obligation of Tribune to accept for payment and pay
for Shares validly tendered pursuant to the Offer is subject to the prior
satisfaction or waiver by Tribune of the conditions to the Offer set forth
in Section 14 hereof. The Merger Agreement provides that, without the prior
written consent of Times Mirror, Tribune will not (a) decrease the Offer
Price, or change the form of consideration payable in the Offer, (b) seek
to purchase fewer than 28 million Shares or (c) impose additional
conditions to the Offer or amend any other terms of the Offer in any manner
materially adverse to the holders of Shares.
Tribune has agreed with Times Mirror that we will not terminate or
withdraw the Offer or extend the Expiration Date, without the consent of
Times Mirror; provided, that without the consent of Times Mirror, Tribune
may terminate or withdraw the Offer or extend the Offer from time to time,
but in any event not more than 20 days, if at the then-scheduled expiration
date of the Offer, the conditions to the Offer, as set forth in Section 14,
have not been satisfied or earlier waived. In addition, Tribune may,
without the consent of Times Mirror, extend the expiration date of the
Offer for any period required by applicable rules, regulations,
interpretations or positions of the SEC or its staff applicable to the
Offer or for any period required by applicable law.
The Merger Agreement provides that, upon the purchase by Tribune of
Shares pursuant to the Offer, Tribune will be entitled to designate such
number of directors to the Times Mirror Board of Directors as will give
Tribune (a) in the event Tribune purchases at least 15 million Shares
pursuant to the Offer, representation on the Board of Directors of Times
Mirror constituting a majority of the total number of directors on the
Board of Directors of Times Mirror and (b) in the event Tribune purchases
fewer than 15 million Shares pursuant to the Offer, representation on the
Board of Directors of Times Mirror in the same proportion as the number of
Shares purchased by Tribune pursuant to the Offer bears to the total number
of Shares deemed outstanding for financial reporting purposes. Subject to
any applicable law, Times Mirror has agreed that it will, upon request of
Tribune, promptly take all actions necessary to cause Tribune's designees
to be so elected or appointed. At such time, Times Mirror will also cause,
if requested by Tribune, (i) each committee of the Board of Directors of
Times Mirror, (ii) the board of each subsidiary of Times Mirror and (iii)
each committee of each such subsidiary board to include designees of
Tribune constituting up to the same percentage of each such committee or
board as Tribune designees constitute on the Times Mirror Board of
Directors. Following the time directors designated by Tribune are appointed
or elected to the Times Mirror Board of Directors and prior to the
Effective Time, (i) any amendment or termination of the Merger Agreement by
Times Mirror, (ii) any exercise or waiver of any of Times Mirror's rights
or remedies under the Merger Agreement, (iii) any extension by Times Mirror
of the time for performance of any of the obligations of Tribune, (iv) any
other action by Times Mirror in connection with the Merger Agreement
required to be taken by the Times Mirror Board of Directors, and (v) any
action on behalf of Times Mirror with respect to certain employee benefits
matters covered in the Merger Agreement or any other action taken by Times
Mirror in connection with the transactions contemplated by the Merger
Agreement, will require the approval of a majority of the Independent
Directors (as defined below). Until the Effective Time, those members of
Times Mirror's Board of Directors who are directors on the date of the
Merger Agreement and who are neither officers of Times Mirror, nor
designees, affiliates or associates (within the meaning of the federal
securities laws) of Tribune are to be deemed "Independent Directors." In
the event the Merger Agreement is terminated after consummation of the
Offer, but without consummation of the Merger, Tribune will secure the
resignation from the Times Mirror Board of Directors of such number of
Tribune's designees, if any, as may be necessary to cause Tribune's
representation on the Times Mirror Board of Directors (and any committees
thereof) to be in the same proportion as the number of Shares then
beneficially owned by Tribune bears to the total number of Shares deemed
outstanding for financial reporting purposes.
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The Merger. The Merger Agreement provides that Times Mirror will be
merged with and into Tribune on the earliest practicable date (but no later
than the fifth business day) following the satisfaction or waiver of the
conditions to the Merger contained in the Merger Agreement. As a result of
the Merger, the separate corporate existence of Times Mirror will cease and
Tribune will continue as the Surviving Corporation.
The Merger Agreement provides that Jeffrey Chandler, Roger Goodan,
William Stinehart, Jr. and Thomas Unterman will become additional directors
of Tribune as of the Effective Time. Messrs. Goodan and Stinehart are
currently directors of Times Mirror. Messrs. Chandler and Goodan are
beneficiaries of the Chandler Trusts. Mr. Unterman was Chief Financial
Officer of Times Mirror until December 27, 1999 and is Manager of Rustic
Canyon. Under the terms of the Merger Agreement, the officers of Tribune
immediately before the Effective Time will be the officers of the Surviving
Corporation until their resignation or removal. The Merger Agreement
provides that, at the Effective Time, the certificate of incorporation of
Tribune immediately before the Effective Time, amended as contemplated by
the Merger Agreement, will be the certificate of incorporation of the
Surviving Corporation. The Merger Agreement also provides that the bylaws
of Tribune immediately before the Effective Time, amended as contemplated
by the Merger Agreement, will be the bylaws of the Surviving Corporation.
Conversion of the Shares. Subject to the following sentence and subject
to certain tax considerations described in the Merger Agreement, at the
Effective Time (a) Shares owned by Tribune, any wholly-owned subsidiary of
Tribune, or by Times Mirror, will be cancelled and will cease to exist and
(b) holders of Shares (other than holders of Series C Shares who perfect
their appraisal rights under Delaware law) will have the right to elect to
have each of their Shares exchanged for (i) 2.5 shares of Tribune Common
Stock (together with the associated preferred share purchase rights) (the
"Stock Election"), (ii) $95 in cash, without interest, or (iii) a
combination of cash and shares of Tribune Common Stock (together with the
associated preferred share purchase rights). The number of Shares entitled
to elect the cash consideration will be limited to the Cash Election
Number. In the event that the number of Cash Election Shares exceeds the
Cash Election Number, cash will be allocated on a pro rata basis among the
Cash Election Shares as follows: each Cash Election Share will be converted
into the right to receive (A) an amount in cash (without interest), equal
to the product of (1) $95 and (2) a fraction (the "Cash Fraction"), the
numerator of which will be the Cash Election Number and the denominator of
which will be the total number of Cash Election Shares, and (B) a number of
shares of Tribune Common Stock equal to the product of (1) 2.5 and (2) a
fraction equal to one minus the Cash Fraction. In the event that a holder
of Shares fails to make an election with respect to the consideration to be
received in the Merger, such holder's Shares will be treated as Cash
Election Shares.
The Surviving Corporation or the designated paying agent will be
entitled to deduct and withhold from the consideration otherwise payable
pursuant to the Merger Agreement to any holder of Shares amounts that the
Surviving Corporation or the paying agent is required to deduct and
withhold under the Code, the rules and regulations promulgated thereunder
or any provision of state, local or foreign tax law.
Times Mirror has agreed to cause a Stock Election to be made with
respect to each Share owned by any subsidiary of or other affiliate
controlled by Times Mirror.
Notwithstanding the above, the number of Shares to be converted into the
right to receive shares of Tribune Common Stock in the Merger will be not
less than the number which would cause the ratio of (a) the average price
per share of Tribune Common Stock on the NYSE on the closing date of the
Merger times the aggregate number of shares of Tribune Common Stock to be
paid as Merger consideration with respect to Shares that are deemed
outstanding for federal income tax purposes, to (b) the sum of (i) the
amount set forth in the preceding clause (a) plus (ii) the aggregate cash
consideration to be paid in the Merger plus (iii) the number of dissenting
Shares times $95 plus (iv) the aggregate amount of cash paid for Shares
purchased in the Offer plus (v) the aggregate amount of cash paid by
Tribune or any of its wholly owned subsidiaries to acquire Shares following
completion or expiration of the Offer and prior to
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the Effective Time plus (vi) any other amounts paid by Tribune or Times
Mirror (or any person related to Tribune or Times Mirror within the meaning
of Treasury Regulation Sections 1.368-1(e) and 1.368-1T(e)) to, or on
behalf of, any stockholder of Times Mirror in connection with the sale,
redemption or other disposition of any Times Mirror stock in connection
with the Merger for purposes of Treasury Regulation Sections 1.368-1(e) and
1.368-1T(e) plus (vii) any extraordinary dividend distributed by Times
Mirror prior to and in connection with the Merger for purposes of Treasury
Regulation Section 1.368-1T(e), to be 45%. To the extent the application of
the provisions described in this paragraph result in the number of Shares
to be converted into the right to receive the shares of Tribune Common
Stock in the Merger being increased, the number of Shares to be converted
into the right to receive $95 in cash (and, therefore, the Cash Election
Number) will be reduced accordingly.
Conversion of Times Mirror Preferred Stock. At the Effective Time, by
virtue of the Merger and without any action on the part of any holder of
any capital stock of Times Mirror, each share of each series of preferred
stock, par value $1 per share, of Times Mirror ("Times Mirror Preferred
Stock") issued and outstanding immediately prior to the Effective Time (and
not owned by Times Mirror or Tribune) will be converted, automatically and
without the requirement of any exchange of any certificate, into one share
of preferred stock of Tribune, which will have terms that are substantively
identical to the terms of the corresponding Times Mirror Preferred Stock,
except that the number of shares of Tribune Common Stock into which each
such share of preferred stock of Tribune may be converted, under the terms
thereof, will be calculated with respect to the Common Share Value (as
defined in the certificates of designations of the Times Mirror Preferred
Stock) of the shares of Tribune Common Stock.
Stock Options and Other Awards. Each of the stock options, if any, to
purchase Shares (each, a "Times Mirror Option") issued by Times Mirror
which are outstanding as of the Effective Time will, whether or not then
exercisable and vested, become fully exercisable and vested immediately
prior to the Effective Time. Each holder of a Times Mirror Option may elect
either (a) to cause such Times Mirror Option (a "Stock Electing Option") to
become and represent an option to purchase shares of Tribune Common Stock
(a "Tribune Option"), or (b) to cause such Times Mirror Option (a "Cash
Electing Option") to be cancelled in exchange for a single lump sum cash
payment (less any applicable income or employment or other tax
withholding), without interest (the "Option Cash Out Amount"), equal to the
product of (i) the number of Shares subject to such Times Mirror Option
immediately prior to the Effective Time and (ii) the excess, if any, of $95
over the exercise price per share of such Times Mirror Option. To the
extent any holder of a Times Mirror Option does not make an election with
respect to such Times Mirror Option prior to the election deadline, such
Times Mirror Option will be deemed to be a Cash Electing Option.
Each Stock Electing Option will, by virtue of the Merger, be assumed by
Tribune and converted into a Tribune Option to purchase that number of
shares of Tribune Common Stock determined by multiplying the number of
Shares subject to such Times Mirror Option immediately prior to the
Effective Time by 2.5, at an exercise price per share of Tribune Common
Stock equal to the exercise price per share of such Times Mirror Option
immediately prior to the Effective Time divided by 2.5, rounded down to the
nearest whole cent. If the foregoing calculation results in an assumed
Times Mirror Option being exercisable for a fraction of a share of Tribune
Common Stock, then the number of shares of Tribune Common Stock subject to
such option will be rounded up to the nearest whole number of shares. The
terms and conditions of each Tribune Option will otherwise remain as set
forth in the Times Mirror Option converted into such Tribune Option.
Each Cash Electing Option will, by virtue of the Merger, be cancelled in
exchange for a single lump sum cash payment (less any applicable income or
employment or other tax withholding), without interest, equal to the Option
Cash Out Amount.
All restricted Shares granted pursuant to any equity plan or
arrangements of Times Mirror, and all individual awards of restricted
Shares not granted pursuant to any such plan or arrangement, will become
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fully vested immediately prior to the Effective Time and such Shares will
be freed of restrictions and issued to the relevant participant.
Debt Securities. Times Mirror's publicly-traded debt securities
outstanding immediately prior to the Effective Time will be assumed by
Tribune and remain outstanding as an obligation of the Surviving
Corporation in accordance with their terms. After the Effective Time, the
holder of each such security that, prior to the Effective Time, was, under
certain circumstances and at certain times, convertible into Shares, will
have the right, under the same circumstances and at the same times, to
convert such security into the number of shares of Tribune Common Stock
equal to the number of Shares into which such security could have been
converted (had it then been convertible) immediately prior to the Merger
multiplied by 2.5.
Proxy Statement and Registration Statement. Tribune and Times Mirror
have agreed in the Merger Agreement that they will as promptly as
practicable (a) prepare and file with the SEC a joint proxy statement (the
"Joint Proxy Statement") relating to the meeting of Tribune's stockholders
to be held in connection with the Merger and the meeting of Times Mirror's
stockholders to be held in connection with the Merger, and (b) convene
meetings of their respective stockholders for the purpose of considering
and taking action upon the Merger Agreement.
In addition, Tribune has agreed in the Merger Agreement that it will as
promptly as practicable prepare and file with the SEC a registration
statement on Form S-4 (the "Registration Statement") (in which the Joint
Proxy Statement will be included as a prospectus) with respect to the
shares of Tribune Common Stock issuable to the Times Mirror stockholders in
the Merger. Tribune and Times Mirror have agreed to use all reasonable
efforts to cause the Registration Statement to become effective as promptly
as practicable, and as promptly as practicable after the Registration
Statement shall have become effective, Times Mirror and Tribune shall mail
the Joint Proxy Statement to their respective stockholders.
Representations and Warranties. Times Mirror has made customary
representations and warranties to Tribune in the Merger Agreement with
respect to, among other matters, its organization, subsidiaries,
capitalization, authority, consents and approvals, conflicts, SEC reports
and financial statements, absence of certain changes or events, absence of
undisclosed liabilities, employee benefit plans, labor matters, contracts,
indebtedness, litigation, compliance with law, taxes, environmental
matters, intellectual property, the required stockholder vote to approve
the Merger Agreement, brokers, and the opinion of its financial advisor.
Tribune has made customary representations and warranties to Times
Mirror with respect to, among other matters, its organization,
capitalization, authority, consents and approvals, conflicts, SEC reports
and financial statements, absence of certain changes or events, absence of
undisclosed liabilities, litigation, compliance with law, taxes,
intellectual property, the required stockholder vote to approve the Merger
Agreement and brokers.
Interim Business Operations. The Merger Agreement obligates Times Mirror
and its subsidiaries, from the date of the Merger Agreement until the
Effective Time, to conduct their businesses in all material respects in the
ordinary course consistent with past practice and obligates Times Mirror
and its subsidiaries to use all reasonable efforts to preserve intact their
business organizations, keep available the services of their officers and
key employees, and preserve their relationships with customers, suppliers
and others with which they have business dealings. The Merger Agreement
also contains specific restrictive covenants as to certain activities of
Times Mirror and its subsidiaries prior to the Effective Time without the
prior written consent of Tribune relating to, among other things, dividends
or other distributions, changes in stock, repurchases or redemptions of
securities, issuances or sales of its securities, amendments to Times
Mirror's certificate of incorporation or by-laws, liquidation, merger,
change of control transactions, material acquisitions or dispositions,
indebtedness, tax matters, capital expenditures, discharge of liabilities,
material contracts, affiliate contracts, settlement of litigation and
claims, employee matters, changes in accounting methods, and certain other
material events or transactions.
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The Merger Agreement also contains specific restrictive covenants as to
certain activities of Tribune and its subsidiaries prior to the Effective
Time without the prior written consent of Times Mirror relating to, among
other things, dividends or other distributions, changes in stock,
amendments to Tribune's certificate of incorporation or by-laws, changes in
accounting methods, new lines of business, certain business combinations or
similar transactions, and certain other material events or transactions.
No Solicitation. The Merger Agreement provides that until the Effective
Time or earlier termination of the Merger Agreement, Times Mirror will not,
and will not permit any of its affiliates to, and will not authorize or
permit any officer, director or employee or any investment banker,
attorney, accountant, agent or other advisor or representative of Times
Mirror or any of its respective affiliates (collectively, "Agents") to, (a)
solicit, initiate or encourage the submission of any Takeover Proposal, (b)
enter into any contract with respect to a Takeover Proposal or (c)
participate in any discussions or negotiations regarding, or furnish to any
person any information with respect to, or take any other action to
facilitate any inquiries or the making of any proposal that constitutes, or
could reasonably be expected to lead to, any Takeover Proposal. The Merger
Agreement requires Times Mirror to immediately cease and terminate all
existing discussions or negotiations with any persons with respect to, or
that could reasonably be expected to lead to, any Takeover Proposal.
"Takeover Proposal" means any proposal for a merger, consolidation, share
exchange, business combination or other similar transaction involving Times
Mirror or any of its subsidiaries, or any proposal or offer to acquire,
directly or indirectly, 20% or more of the voting securities or equity
interests of, or a substantial portion of the assets of, Times Mirror or
any of its subsidiaries, other than the transactions contemplated by the
Merger Agreement.
Times Mirror is required under the Merger Agreement to immediately
advise Tribune orally and in writing of any request for information or of
any Takeover Proposal, the material terms and conditions of such request or
Takeover Proposal and the identity of the person making such request or
Takeover Proposal. Times Mirror has agreed to keep Tribune fully and
promptly informed of the status and details of any such request or Takeover
Proposal.
Times Mirror is permitted, under the Merger Agreement, to furnish
information concerning its business, properties or assets to any person in
response to a request for such information made after the date of the
Merger Agreement which was not solicited, initiated or encouraged, directly
or indirectly, by Times Mirror or any of its Agents, and may participate in
discussions and negotiations with such person concerning a Takeover
Proposal, in each case if and only to the extent that (a) such person has
submitted a written Takeover Proposal to the Times Mirror Board of
Directors which the Board of Directors has determined in good faith, after
consulting with and receiving advice from Times Mirror's outside legal and
financial advisors, constitutes or would reasonably be expected to result
in a Superior Proposal and (b) such person has entered into a
confidentiality agreement with Times Mirror that is no less favorable to
Times Mirror than the confidentiality agreement between Tribune and Times
Mirror. A "Superior Proposal" means a Takeover Proposal (a) that is more
favorable to Times Mirror and its stockholders than the Offer and the
Merger based on the criteria set forth in the Merger Agreement and (b)
which is reasonably capable of being consummated by the person making such
Takeover Proposal, taking into account the legal, financial, regulatory and
other aspects of such Takeover Proposal. In determining whether a Takeover
Proposal constitutes a Superior Proposal, the Times Mirror Board of
Directors will consider (i) the impact that the consummation of the
Takeover Proposal would have on the editorial independence and quality of
Times Mirror's properties and operations, (ii) the ability of all of Times
Mirror's stockholders to receive stock consideration tax-free in exchange
for their Shares and (iii) the factors set forth in Article XI of the Times
Mirror certificate of incorporation.
Pursuant to the Merger Agreement, the Times Mirror Board of Directors
may withdraw or modify its approval or recommendation of the Offer and the
Merger in connection with a Superior Proposal if (a) the Board of Directors
determines in good faith, after receipt of advice from outside counsel to
Times Mirror, that failure to do so would be inconsistent with its
fiduciary duties to Times Mirror's stockholders under
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applicable law and (b) Times Mirror notifies Tribune of any such withdrawal
or modification prior to its release to the public. See "The Voting
Agreement."
Times Mirror has agreed to submit the Merger Agreement and the Merger to
its stockholders for approval, regardless of the recommendation or any
change in the recommendation of the Times Mirror Board of Directors. Times
Mirror has further agreed that it will not take any action to make the
restrictions on business combinations contained in Section 203 of the
Delaware General Corporation Law (the "DGCL") or the business combination
provisions currently contained in Article X of the Times Mirror certificate
of incorporation inapplicable to any Takeover Proposal (including any
Superior Proposal) prior to the termination of the Merger Agreement in
accordance with its terms.
Times Mirror has agreed that until the Effective Time or earlier
termination of the Merger Agreement, it will not terminate, amend, modify
or waive any provision of any confidentiality or standstill agreement to
which it or any of its subsidiaries is a party. During such period, Times
Mirror will enforce, to the fullest extent permitted under applicable law,
the provisions of any such agreements, including obtaining injunctions to
prevent any breaches of such agreements and to enforce specifically the
terms and provisions thereof in any court of the United States or any state
thereof having jurisdiction.
Tribune Board Representation and Los Angeles Times Subsidiary
Matters. Tribune has agreed that four persons associated with the Chandler
Trusts, Messrs. Chandler, Goodan, Stinehart and Unterman, will become
directors of Tribune upon the closing of the Merger, bringing the number of
directors of Tribune to 16. As of the Effective Time, the bylaws of Tribune
will be amended to provide for a second nominating committee (the "CT
Nominating Committee") to be comprised of three CT Directors (initially
Messrs. Chandler, Goodan and Stinehart). The "CT Directors" are Messrs.
Chandler, Goodan, Stinehart and Unterman and each other director of Tribune
nominated by the CT Nominating Committee. At each Tribune stockholders'
meeting at which directors are to be elected, the CT Nominating Committee
will nominate a number of individuals for election to the Board of
Directors of Tribune as are necessary to ensure that there will be three CT
Directors after such meeting. The CT Nominating Committee will remain in
effect until the earlier of (a) the life of the Chandler Trusts and (b) the
sale, distribution or other disposition by the Chandler Trusts of more than
15% of the aggregate number of shares of Tribune Common Stock issued to the
Chandler Trusts in the Merger. During the time when the CT Nominating
Committee is in effect, the CT Nominating Committee will fill any vacancies
on the Tribune Board of Directors due to the resignation, removal,
retirement or death of any CT Director, and at least one CT Director will
be on each other committee of the Board of Directors of Tribune unless the
CT Nominating Committee otherwise agrees. The bylaws of Tribune will
further provide, and the Tribune stockholders will be asked to approve an
amendment to the certificate of incorporation of Tribune, providing that
the bylaws relating to the CT Nominating Committee and the CT Directors may
only be amended or repealed by the affirmative vote of all of the holders
of the outstanding stock of Tribune entitled to vote or of all of the
members of the Tribune Board of Directors.
Tribune has also agreed that, following the Effective Time, it will
maintain its interest in the Los Angeles Times in a separate subsidiary
with its own board of directors (the "LAT Board"), 40% of the members of
which will be appointed by the CT Nominating Committee and the remainder of
the members of which will be appointed by the full Board of Directors of
Tribune. Approval of 75% of the LAT Board, which approval will not be
unreasonably withheld, will be required to approve the appointment of the
publisher of the Los Angeles Times and to sell, transfer or otherwise
dispose of the Los Angeles Times, other than as part of a sale of all or
substantially all of Tribune's publishing group, as a result of a change of
control of Tribune or as required by governmental or regulatory
authorities.
Public Announcements. Tribune and Times Mirror have agreed to consult
with each other before issuing any press release or other public statements
with respect to the Merger Agreement, the Offer or the Merger, and each has
agreed not to issue any such press release or make any such public
statement
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without the prior written consent of the other party, not to be
unreasonably withheld or delayed, except as may be required by law or in
accordance with any listing agreement with any national securities
exchange.
Efforts. Times Mirror and Tribune have agreed to use reasonable best
efforts to take, or cause to be taken, all actions necessary to comply
promptly with all legal requirements that may be imposed on them with
respect to the Offer and the Merger, including furnishing all information
required under the HSR Act and in connection with approvals of or filings
with any other governmental entity. In addition, Times Mirror and Tribune
have agreed to promptly cooperate with and furnish information to each
other in connection with any such requirements imposed upon any of them or
any of their subsidiaries in connection with the Offer and the Merger.
Furthermore, each of Times Mirror and Tribune has agreed to, and to cause
its subsidiaries to, use reasonable best efforts to take all actions
necessary to obtain any authorization, consent or approval of, or any
exemption by, any governmental entity or other public or private third
party required to be obtained or made by Tribune, Times Mirror or any of
their subsidiaries in connection with the Offer and the Merger; provided,
that Tribune will not be required to agree, and Times Mirror will not agree
without Tribune's consent, to waive any substantial rights or to accept any
substantial limitation on its operations or to dispose of any material
assets in connection with obtaining any such authorization, consent or
approval unless such waiver, limitation or disposition would not reasonably
be expected to have a material adverse effect on Times Mirror or on
Tribune; and provided, further, that at Tribune's written request, Times
Mirror will agree to any such waiver, limitation or disposal, which
agreement may, at Times Mirror's option, be conditioned upon and effective
only as of the Effective Time.
Employee Benefit Plans. Under the terms of the Merger Agreement, from
the Effective Time until the first anniversary thereof, Tribune will
provide coverage and benefits to employees and former employees of Times
Mirror and its subsidiaries ("Times Mirror Employees") that are no less
favorable, in the aggregate, than those provided to such Times Mirror
Employees immediately prior to the Effective Time. The Merger Agreement
also specifies the treatment of pre-existing conditions, deductibles and
service credit with respect to Times Mirror Employees who participate in
any employee benefit plans of Tribune following the Effective Time. In
addition, Tribune has agreed to assume, honor and perform, in accordance
with their terms, all employment, severance and change in control and other
such agreements of Times Mirror and its subsidiaries and affiliates.
Indemnification; Directors' and Officers' Insurance. Times Mirror will,
to the fullest extent permitted under applicable law, indemnify and hold
harmless and, after the Effective Time, Tribune will, to the fullest extent
permitted under applicable law, indemnify and hold harmless, each present
and former director and officer of Times Mirror and each subsidiary of
Times Mirror and each such individual who served at the request of Times
Mirror or any subsidiary of Times Mirror as a director, officer, trustee,
partner, fiduciary, employee or agent of another corporation, partnership,
joint venture, trust, pension or other employee benefit plan or enterprise
(collectively, the "Indemnified Parties") against all costs and expenses
(including reasonable attorneys' fees), judgments, fines, losses, claims,
damages, liabilities and settlement amounts paid in connection with any
claim, action, suit, proceeding or investigation (whether arising before or
after the Effective Time), whether civil, administrative or investigative,
arising out of or pertaining to any action or omission in their capacity as
an officer or director of Times Mirror or subsidiary of Times Mirror, as
applicable, in each case occurring prior to the Effective Time (including
the transactions contemplated by the Merger Agreement).
For six years from the Effective Time, Tribune will use all reasonable
efforts to provide to Times Mirror's current directors and officers
liability insurance protection of the same kind and scope as that provided
by Times Mirror's directors' and officers' liability insurance policies in
effect on the date of the Merger Agreement. In no event will Tribune be
required to expend more than 200% of the amount expended by Times Mirror as
of the date of the Merger Agreement (the "Insurance Amount") to maintain or
procure such insurance coverage. If Tribune is unable to maintain or obtain
such insurance, Tribune will use all reasonable efforts to obtain as much
comparable insurance as available for the Insurance Amount.
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Notification of Certain Matters. Each of Times Mirror and Tribune has
agreed to promptly notify the other of (a) any notice or other
communication from any person alleging that the consent of such person is
or may be required in connection with the transactions contemplated by the
Merger Agreement, (b) any notice or other communication from any
governmental entity in connection with the transactions contemplated by the
Merger Agreement, (c) the occurrence, or non-occurrence, of any event, the
occurrence, or non-occurrence, of which would be reasonably expected to
cause any representation or warranty contained in the Merger Agreement to
be untrue or inaccurate in any material respect and (d) any failure of such
party to comply with or satisfy any covenant, condition or agreement to be
complied with or satisfied by it under the Merger Agreement.
Takeover Restrictions. In the Merger Agreement, Times Mirror has
represented that it has taken all appropriate actions so that the
restrictions on business combinations contained in Section 203 of the DGCL
and in Article X of the Times Mirror certificate of incorporation will not
apply with respect to or as a result of the Merger Agreement, the Voting
Agreement, or the transactions contemplated thereby, including the Offer
and the Merger. Times Mirror further has represented that the execution and
delivery of the Merger Agreement and/or the Voting Agreement does not
constitute an unpermitted transfer of any Series C Shares under Article V
of the Times Mirror certificate of incorporation and that the Board of
Directors of Times Mirror has not elected to effect a conversion of the
Series C Shares to Series A Shares pursuant to the Times Mirror certificate
of incorporation or the certificate of designation of the Series C Shares.
Certain Litigation. Times Mirror has agreed that, prior to the
termination of the Merger Agreement, it will not settle any litigation
commenced after the date of the Merger Agreement against Times Mirror or
any of its directors by any stockholder of Times Mirror relating to the
Offer, the Merger, the Merger Agreement or the Voting Agreement, or the
other transactions contemplated thereby, without the prior written consent
of Tribune. Prior to the termination of the Merger Agreement, Times Mirror
will not voluntarily cooperate with any third party that may seek to
restrain or prohibit or otherwise oppose the Offer or the Merger and will
cooperate with Tribune to resist any such effort to restrain or prohibit or
otherwise oppose the Offer or the Merger.
Listing of Tribune Common Stock. Tribune has agreed to use all
reasonable efforts to cause the shares of Tribune Common Stock to be issued
in the Merger pursuant to the Merger Agreement to be listed for trading on
the NYSE, subject to official notice of issuance, prior to the Effective
Time.
Tax-Free Reorganization. Prior to the Effective Time, each of Tribune
and Times Mirror will use its reasonable best efforts to cause the Merger
to qualify as a reorganization within the meaning of Section 368 of the
Code, and will not knowingly take any action that would cause the Merger
not to so qualify. Tribune has agreed to not knowingly take any action
after the Effective Time that would cause the Merger not to qualify as a
reorganization within the meaning of Section 368 of the Code.
Charitable Contributions. Tribune has agreed, for five years after the
Effective Time, to continue the existence and operation of the Times Mirror
Foundation and fund charitable contributions of the Foundation consistent
with past practice.
Conditions to Consummation of the Merger. Pursuant to the Merger
Agreement, the respective obligations of Tribune and Times Mirror to
consummate the Merger are subject to the satisfaction, at or before the
Effective Time, of each of the following conditions:
(a) the Times Mirror Stockholder Approval;
(b) the Tribune Stockholder Approval;
(c) expiration or termination of the waiting period (and any
extension thereof) applicable to the consummation of the Merger under
the HSR Act;
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(d) the absence of any statute, rule, regulation, executive order,
decree, temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction
or other governmental entity or other legal restraint or prohibition
preventing the consummation of the Merger;
(e) the effectiveness of the Registration Statement and the absence
of any stop order suspending such effectiveness or any action, suit,
proceeding or investigation by the SEC to suspend such effectiveness
and the receipt of all necessary approvals under state securities laws
or the Securities Act or the Exchange Act relating to the issuance or
trading of the Tribune Common Stock to be issued pursuant to the Merger
Agreement; and
(f) approval of the Tribune Common Stock to be issued in the Merger
for listing on the NYSE, subject only to official notice of issuance.
Pursuant to the Merger Agreement, the obligation of Times Mirror to
consummate the Merger is subject to the satisfaction, at or before the
Effective Time, of each of the following additional conditions:
(a) Tribune shall have performed in all material respects each of
its agreements contained in the Merger Agreement required to be
performed on or prior to the date of the closing of the Merger (the
"Closing Date");
(b) each of the representations and warranties of Tribune contained
in the Merger Agreement that is qualified by materiality shall be true
and correct on and as of the Closing Date as if made on and as of such
date (other than to the extent that any such representation and
warranty, by its terms, is expressly limited to a specific date, in
which case such representation and warranty shall be true and correct
as of such date) and each of such representations and warranties that
is not so qualified shall be true and correct in all material respects
on and as of the Closing Date as if made on and as of such date (other
than to the extent that any such representation and warranty, by its
terms, is expressly limited to a specific date, in which case such
representation and warranty shall be true and correct in all material
respects as of such date); provided that, in the event that at least 15
million Shares are purchased in the Offer, the condition described in
this clause (b) will no longer constitute a condition to the obligation
of Times Mirror to consummate the Merger;
(c) Tribune shall have furnished to Times Mirror a certificate
signed on behalf of Tribune by an executive officer of Tribune,
certifying to the effect that the conditions described in clauses (a)
and (b) above, to the extent applicable, have been satisfied in full;
and
(d) Times Mirror shall have received an opinion of Gibson, Dunn &
Crutcher LLP in form and substance reasonably satisfactory to Times
Mirror, dated the Effective Time, to the effect that the Merger will be
treated for federal income tax purposes as a reorganization within the
meaning of Section 368 of the Code and that each of Tribune and Times
Mirror will be a party to the reorganization within the meaning of
Section 368 of the Code.
Pursuant to the Merger Agreement, the obligation of Tribune to
consummate the Merger is subject to the satisfaction, at or before the
Effective Time, of each of the following additional conditions:
(a) Times Mirror shall have performed in all material respects each
of its agreements contained in the Merger Agreement required to be
performed at or prior to the Closing Date;
(b) each of the representations and warranties of Times Mirror
contained in the Merger Agreement that is qualified by materiality
shall be true and correct on and as of the Closing Date as if made on
and as of such date (other than to the extent that any such
representation and warranty, by its terms, is expressly limited to a
specific date, in which case such representation and warranty shall be
true and correct as of such date) and each of such representations and
warranties that is not so
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qualified shall be true and correct in all material respects on and as
of the Closing Date as if made on and as of such date (other than to
the extent that any such representation and warranty is, by its terms,
expressly limited to a specific date, in which case such representation
and warranty shall be true and correct in all material respects as of
such date); provided that in the event that at least 15 million Shares
are purchased in the Offer, the condition described in this clause (b)
will no longer constitute a condition to the obligation of Tribune to
consummate the Merger;
(c) Times Mirror shall have furnished to Tribune a certificate,
dated the Closing Date, signed on behalf of Times Mirror by an
executive officer of Times Mirror, certifying to the effect that the
conditions described in clauses (a) and (b) above, to the extent
applicable, have been satisfied in full;
(d) Tribune shall have received an opinion of Wachtell, Lipton,
Rosen & Katz, in form and substance reasonably satisfactory to Tribune,
dated the Effective Time, to the effect that the Merger will be treated
for federal income tax purposes as a reorganization within the meaning
of Section 368 of the Code and that each of Tribune and Times Mirror
will be a party to the reorganization within the meaning of Section 368
of the Code; and
(e) all authorizations, consents, approvals and exemptions required
by any governmental entity and other persons in connection with the
Merger and the transactions contemplated by the Merger Agreement and
the Voting Agreement shall have been obtained or made, except to the
extent the failure to obtain or make such authorizations, consents,
approvals or exemptions would not, individually or in the aggregate,
reasonably be expected to have a material adverse effect on Times
Mirror or on Tribune.
Termination. The Merger Agreement may be terminated at any time prior to
the Effective Time, whether before or after the Times Mirror Stockholder
Approval or the Tribune Stockholder Approval:
(a) by mutual written consent of Tribune and Times Mirror;
(b) by either Tribune or Times Mirror:
(i) if any governmental entity of competent jurisdiction has
issued an order, decree or ruling or taken any other action
permanently enjoining, restraining or otherwise prohibiting the
consummation of the Merger and such order, decree or ruling or other
action has become final and nonappealable;
(ii) (A) if, at the meeting of Times Mirror stockholders
(including any adjournment thereof), the Times Mirror Stockholder
Approval is not obtained or (B) if, at the meeting of Tribune
stockholders (including any adjournment thereof), the Tribune
Stockholder Approval is not obtained; or
(iii) if the Merger is not consummated by December 31, 2000,
unless the failure to consummate the Merger is the result of a
breach of the Merger Agreement by the party seeking to terminate the
Merger Agreement;
(c) by Tribune if Times Mirror has (i) failed to perform in any
material respect any material obligation or to comply in any material
respect with any material agreement or covenant of Times Mirror to be
performed or complied with by it under the Merger Agreement or (ii)
breached in any material respect any of its representations or
warranties contained in the Merger Agreement, which failure or breach
cannot be cured on or prior to December 31, 2000; provided, that, if
Tribune purchases at least 15 million Shares in the Offer, only the
provision described in clause (i) of this paragraph (c) will give rise
to a right of termination;
(d) by Tribune if (i) the Board of Directors of Times Mirror or any
committee thereof has withdrawn or modified in a manner adverse to
Tribune its approval or recommendation of the Offer, the Merger or the
Merger Agreement, or approved or recommended any Takeover Proposal, or
(ii) the Board of Directors of Times Mirror or any committee thereof
has resolved to do any of the foregoing; or
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(e) by Times Mirror if Tribune has (i) failed to perform in any
material respect any material obligation or to comply in any material
respect with any material agreement or covenant of Tribune to be
performed or complied with by it under the Merger Agreement or (ii)
breached in any material respect any of its representations or
warranties contained in the Merger Agreement, which failure or breach
cannot be cured on or prior to December 31, 2000; provided, that, if
Tribune purchases at least 15 million Shares in the Offer, only the
provision described in clause (i) of this paragraph (e) will give rise
to a right of termination.
Fees and Expenses. Except as described below, all costs and expenses
incurred in connection with the Merger, the Merger Agreement and the
transactions contemplated by the Merger Agreement will be paid by the party
incurring such fees or expenses, whether or not the Merger is consummated;
provided, that Times Mirror and Tribune will share equally all fees and
expenses, other than attorneys' and accounting fees and expenses, incurred
in relation to the printing, filing and mailing of the Registration
Statement and the Joint Proxy Statement included therein.
In the event (1) the Merger Agreement is terminated by Tribune pursuant
to the provisions described in paragraph (d) or paragraph (b)(ii)(A) of the
foregoing section entitled "Termination," at any time after the Times
Mirror Board of Directors has modified or withdrawn its approval or
recommendation of the Offer, the Merger or the Merger Agreement, or (2)(A)
prior to the time of the Times Mirror stockholder's meeting a Takeover
Proposal is made by a third party, (B) the Times Mirror Stockholder
Approval is not obtained and (C) on or prior to the 12-month anniversary of
the termination of the Merger Agreement a Takeover Proposal is consummated
or Times Mirror or any of its subsidiaries or affiliates enters into an
agreement or letter of intent (or resolves or announces an intention to do
so) with respect to a Takeover Proposal with a third party, then promptly
following such termination in the case of clause (1) or such event in the
case of clause (2), Times Mirror will pay to Tribune the sum of $250
million in cash (the "Fee"). Payment of the Fee will not prevent Tribune
from seeking any remedies available to it against the parties to the Voting
Agreement for any breach thereof.
Amendment. The Merger Agreement may be amended by Times Mirror and
Tribune, by action taken or authorized by their respective Boards of
Directors, at any time before or after obtaining the Times Mirror
Stockholder Approval or Tribune Stockholder Approval, but, after any such
approval, no amendment may be made which by law requires further approval
by the stockholders of Times Mirror or Tribune, as applicable, without
obtaining such further approval.
Extension; Waiver. At any time prior to the Effective Time, Times Mirror
and Tribune, by action taken or authorized by their respective Boards of
Directors, may, to the extent legally allowed, (a) extend the time for the
performance of any of the obligations or other acts of the other parties
hereto, (b) waive any inaccuracies in the representations and warranties
contained in the Merger Agreement or in any document delivered pursuant to
the Merger Agreement or (c) waive compliance with any of the agreements or
conditions contained in the Merger Agreement.
Accounting Treatment. The acquisition of Times Mirror will be accounted
for by Tribune using the purchase method of accounting.
THE VOTING AGREEMENT. The following summary description of the Voting
Agreement is qualified in its entirety by reference to the agreement itself,
filed as an exhibit to the Tender Offer Statement on Schedule TO that we filed
with the SEC, which you may examine and copy as set forth in Section 9 above
(except that it will not be available at the regional offices of the SEC).
Concurrently with the execution of the Merger Agreement, Tribune entered
into the Voting Agreement with the Chandler Trusts and certain other
significant stockholders of Times Mirror (the "Significant Stockholders"). The
Chandler Trusts hold approximately 67% of the voting power of the outstanding
Shares.
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Each Significant Stockholder has agreed that it will not contract to sell, sell
or otherwise transfer or dispose of any of its Shares, or any interest therein,
or securities convertible into, or any voting rights with respect to, any of
its Shares, other than (a) pursuant to the Merger or (b) a transfer to a party
who executes a counterpart of the Voting Agreement, in form and substance
reasonably satisfactory to Tribune, agreeing to be bound by its terms and
provisions.
Each Significant Stockholder has further agreed to vote, or cause to be
voted, all of the shares of capital stock of Times Mirror beneficially owned by
it, or with respect to which it has the right to vote, at any meeting of
stockholders of Times Mirror (including any adjournment or postponement
thereof), or pursuant to any action by written consent:
(a) in favor of the Merger Agreement, the Merger, the other transactions
contemplated by the Merger Agreement, and any actions required in
furtherance thereof;
(b) against any action or agreement that (i) could reasonably be
expected to result in a breach in any material respect of any covenant,
representation or warranty, or any other obligation of Times Mirror, under
the Merger Agreement or any related agreement or (ii) is intended, or could
reasonably be expected, to materially impede, interfere with, delay,
postpone or adversely affect the Merger or the other transactions
contemplated by the Merger Agreement; and
(c) against any Takeover Proposal;
provided, that if the Board of Directors of Times Mirror modifies or withdraws
its approval or recommendation of the Offer and the Merger in connection with a
Superior Proposal pursuant to the Merger Agreement on or prior to April 2,
2000, the shares of capital stock of Times Mirror beneficially owned by the
Chandler Trusts, or with respect to which the Chandler Trusts have the right to
vote, which, in the aggregate, carry 40% of the total voting power of the
outstanding shares of the capital stock of Times Mirror will be voted, or will
be caused to be voted, as described in clauses (a), (b) or (c) of this
paragraph, and the remaining portion of the voting power of the capital stock
of Times Mirror beneficially owned by the Chandler Trusts, or with respect to
which the Chandler Trusts have the right to vote, will be voted, or will be
caused to be voted, with respect to the matters described in clauses (a), (b)
and (c) of this paragraph in the same proportion, based on the actual votes
cast, as all shares of voting capital stock of Times Mirror (other than shares
owned by the Chandler Trusts, or with respect to which the Chandler Trusts have
the right to vote, but including shares owned by Tribune and any of its
affiliates, or with respect to which Tribune or any of its affiliates has the
right to vote) are voted on such matters.
In addition, under the terms of the Voting Agreement, each of the Chandler
Trusts has agreed that it will not, and will not permit or authorize any of its
directors, managers, members, trustees, stockholders, officers, employees,
affiliates, agents or advisors to, initiate, solicit or encourage any
discussions, inquiries or proposals with any third party that constitute or may
reasonably be expected to lead to a Takeover Proposal, or provide any such
person with information or assistance or discuss or negotiate with any such
person with respect to a possible Takeover Proposal. Each Chandler Trust will
notify Tribune as promptly as practicable of any inquiry, discussion or
proposal that constitutes or may reasonably be expected to lead to a Takeover
Proposal promptly after it becomes aware of such inquiry, discussion or
proposal.
Each Significant Stockholder has agreed to waive any and all appraisal,
dissenters or similar rights that it may have with respect to the Merger and
the other transactions contemplated by the Merger Agreement pursuant to the
DGCL or other applicable law. The Voting Agreement also provides that each of
TMCT, LLC, TMCT II, LLC, Eagle New Media Investments, LLC and Chandis
Acquisition Corporation (each a Significant Stockholder), will make a Stock
Election in the Merger in respect of the Shares owned beneficially or of record
by it.
In the event that the Merger Agreement is terminated, the Voting Agreement
requires the Chandler Trusts to vigorously oppose and seek to prevent any
effort by Times Mirror and/or the Board of Directors of Times Mirror, prior to
the first anniversary of the termination of the Merger Agreement, to convert
any Series C
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Shares into Series A Shares in connection with a Takeover Proposal (other than
a conversion that would take effect immediately prior to or contemporaneously
with the consummation of the transactions contemplated by such Takeover
Proposal). The obligations of the Chandler Trusts to vigorously oppose and seek
to prevent described in the immediately preceding sentence include, without
limitation, the obligation of the Chandler Trusts to commence and maintain
litigation contesting such conversion and pursue such litigation diligently and
in good faith.
The Voting Agreement may be terminated at the option of Tribune, on the one
hand, or any of the Significant Stockholders, on the other hand, at any time
after the earlier of (a) the day following the Effective Time and (b)
termination of the Merger Agreement in accordance with its terms; provided,
that the obligations of the Chandler Trusts described in the immediately
preceding paragraph will survive until the earlier of (i) the day following the
Effective Time and (ii) the later of (A) the first anniversary of the
termination of the Merger Agreement in accordance with its terms and (B) the
resolution of any litigation brought pursuant to the provisions described in
the immediately preceding paragraph. The Voting Agreement may also be
terminated, as to any of the Significant Stockholders, by the mutual agreement
of Tribune and such Significant Stockholder; provided that the termination as
to such Significant Stockholder will not affect the obligations of any of the
other Significant Stockholders under the Voting Agreement. No termination of
the Voting Agreement will relieve any party from liability for any material
breach of its obligations under the Voting Agreement committed prior to such
termination (or committed during the time period set forth in the proviso to
the first sentence of this paragraph).
LETTER TO CHANDLER TRUSTS. Pursuant to a letter from Tribune to the Chandler
Trusts in connection with the Merger Agreement, Tribune has agreed to pay or
reimburse the fees and expenses of financial, legal and other advisors
(including Rustic Canyon Management, LLC, an entity controlled by Thomas
Unterman) to the Chandler Trusts in an aggregate amount not exceeding $25
million, incurred in connection with the transactions contemplated by the
Merger Agreement.
EFFECTS OF INABILITY TO CONSUMMATE THE MERGER. If the Merger is consummated,
stockholders of Times Mirror who elected not to tender their Shares in the
Offer, or had fewer Shares accepted than tendered in the Offer as a result of
proration, will have the ability to exchange each of their Shares in the Merger
for 2.5 shares of Tribune Common Stock, or, if fewer than 28 million Shares
were previously acquired by Tribune for cash, to elect to receive $95 per share
in cash or a combination of cash and stock, subject to the restriction that the
number of Shares entitled to receive cash in the Merger will be limited to the
Cash Election Number.
If, following the consummation of the Offer, the Merger is not consummated,
Tribune will control the number of Shares purchased by it in the Offer. Under
the Merger Agreement, Tribune will be entitled to representation on the Times
Mirror Board of Directors (and any committees thereof) in the same proportion
as the number of Shares then beneficially owned by Tribune bears to the total
number of Shares deemed outstanding for financial reporting purposes. As a
result of its ownership of such Shares and its representation on the Times
Mirror Board and committees, Tribune may be able to influence decisions of the
Times Mirror Board of Directors.
If for any reason following completion of the Offer the Merger is not
consummated, Tribune reserves the right to acquire additional Shares through
private purchases, market transactions, tender or exchange offers or otherwise
on terms and at prices that may be more or less favorable than those of the
Offer or, subject to any applicable legal restrictions, to dispose of any or
all Shares acquired by Tribune.
STATUTORY REQUIREMENTS. In general, under the DGCL a merger of two Delaware
corporations requires the adoption of a resolution by the board of directors of
each of the corporations desiring to merge approving an agreement of merger
containing provisions with respect to certain statutorily specified matters and
the approval of such agreement of merger by the stockholders of each
corporation by the affirmative vote of the holders of a majority of all the
outstanding shares of stock entitled to vote on such merger. The respective
Boards of Directors of Times Mirror and Tribune have each approved the Merger
Agreement and the Merger.
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The Merger Agreement and the Merger are subject to the Times Mirror Stockholder
Approval and the Tribune Stockholder Approval.
APPRAISAL RIGHTS. No appraisal rights are available in connection with the
Offer. However, if the Merger is consummated, holders of Series C Shares will
have certain rights under Section 262 of the DGCL to dissent and demand
appraisal of, and payment in cash of the fair value of, their Series C Shares.
Such rights, if the statutory procedures were complied with, could lead to a
judicial determination of the fair value (excluding any element of value
arising from the accomplishment or expectation of the Merger) required to be
paid in cash to such dissenting holders for their Series C Shares. Any such
judicial determination of the fair value of Series C Shares could be based upon
considerations other than, or in addition to, the price paid in the Offer and
the market value of the Series C Shares, including asset values and the
investment value of the Series C Shares. The value so determined could be more
or less than the purchase price per Share pursuant to the Offer or the
consideration per Share to be received in the Merger.
In addition, several decisions by Delaware courts have held that, in certain
instances, a controlling stockholder of a corporation involved in a merger has
a fiduciary duty to the other stockholders that requires the merger to be fair
to such other stockholders. In determining whether a merger is fair to minority
stockholders, the Delaware courts have considered, among other things, the type
and amount of consideration to be received by the stockholders and whether
there were fair dealings among the parties. Although the remedies of rescission
or other damages are possible in an action challenging a merger as a breach of
fiduciary duty, decisions of the Delaware courts have indicated that in most
cases the remedy available in a merger that is found not to be "fair" to
minority stockholders is a damages remedy based on essentially the same
principles as an appraisal.
THE FOREGOING SUMMARY OF THE RIGHTS OF OBJECTING STOCKHOLDERS DOES NOT
PURPORT TO BE A COMPLETE STATEMENT OF THE PROCEDURES TO BE FOLLOWED BY
STOCKHOLDERS DESIRING TO EXERCISE ANY AVAILABLE DISSENTERS' RIGHTS.
THE PRESERVATION AND EXERCISE OF DISSENTERS' RIGHTS REQUIRE STRICT ADHERENCE
TO THE APPLICABLE PROVISIONS OF THE DGCL.
PLANS FOR TIMES MIRROR. Tribune intends to conduct a review of Times Mirror
and its subsidiaries and their respective assets, businesses, corporate
structure, capitalization, operations, properties, policies, management and
personnel. Based on this review, Tribune may take actions or make changes that
it considers desirable, and reserves the right to effect such actions or
changes. While no final decisions have been made, Tribune currently expects
that certain members of senior management (including Mark H. Willes, Chairman
of the Board, President and Chief Executive Officer of Times Mirror) will not
continue with the Surviving Corporation past the Effective Time. Tribune's
decisions could be affected by information hereafter obtained, changes in
general economic or market conditions or in the business of Times Mirror or its
subsidiaries, actions by Times Mirror or its subsidiaries and other factors.
Except as described above or elsewhere in this Offer to Purchase, Tribune
has no present plans or proposals that would relate to or would result in (a)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving Times Mirror or any of its subsidiaries, (b) a purchase,
sale or transfer of a material amount of assets of Times Mirror or any of its
subsidiaries, (c) any change in the present Board of Directors or management of
Times Mirror, (d) any material change in the present capitalization or dividend
policy of Times Mirror, (e) any material change in Times Mirror's corporate
structure or business, (f) causing a class of securities of Times Mirror to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association or (g) a class of equity securities of Times Mirror becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act.
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"GOING PRIVATE" TRANSACTIONS. The SEC has adopted Rule 13e-3 under the
Exchange Act which is applicable to certain "going private" transactions and
which may under certain circumstances be applicable to the Merger. However,
Rule 13e-3 would be inapplicable if (a) the Shares are deregistered under the
Exchange Act prior to the Merger or other business combination or (b) the
Merger or other business combination is consummated within one year after the
purchase of the Shares pursuant to the Offer and the amount paid per Share in
the Merger or other business combination is at least equal to the amount paid
per Share in the Offer. If applicable, Rule 13e-3 requires, among other things,
that certain financial information concerning the fairness of the proposed
transaction and the consideration offered to minority stockholders in such
transaction be filed with the SEC and disclosed to stockholders prior to the
consummation of the transaction.
12. SOURCE AND AMOUNT OF FUNDS.
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 cash on hand and cash generated from the sale of
commercial paper.
13. DIVIDENDS AND DISTRIBUTIONS.
If on or after the date of the Merger Agreement, Times Mirror (a) splits,
combines or otherwise changes the Shares or its capitalization, (b) acquires
Shares or otherwise causes a reduction in the number of Shares, (c) issues or
sells additional Shares (other than the issuance of Shares reserved for
issuance as of the date of the Merger Agreement under option and employee stock
purchase plans in accordance with their terms as publicly disclosed as of the
date of the Merger Agreement) or any shares of any other class of capital
stock, other voting securities or any securities convertible into or
exchangeable for, or rights, warrants or options, conditional or otherwise, to
acquire, any of the foregoing or (d) discloses that it has taken such action,
then, without prejudice to Tribune's rights under Section 14, Tribune, in its
sole discretion, may make such adjustments in the purchase price and other
terms of the Offer as it deems appropriate to reflect such split, combination
or other change or action, including, without limitation, the Minimum Condition
or the number or type of securities offered to be purchased.
If on or after the date of the Merger Agreement, Times Mirror declares or
pays any dividend on the Shares (other than regular quarterly cash dividends up
to $0.22 per Share) or any distribution (including, without limitation, the
issuance of additional Shares pursuant to a stock dividend or stock split, the
issuance of other securities or the issuance of rights for the purchase of any
securities) with respect to the Shares that is payable or distributable to
stockholders of record on a date prior to the transfer into the name of Tribune
or its nominees or transferees on Times Mirror's stock transfer records of the
Shares purchased pursuant to the Offer, and if Shares are purchased in the
Offer, then, without prejudice to Tribune's rights under Section 14, (a) the
purchase price per Share payable by Tribune pursuant to the Offer shall be
reduced by the amount of any such cash dividend or cash distribution and (b)
any such non-cash dividend, distribution, issuance, proceeds or rights to be
received by the tendering stockholders will (i) be received and held by the
tendering stockholders for the account of Tribune and will be required to be
promptly remitted and transferred by each tendering stockholder to the
Depositary for the account of Tribune, accompanied by appropriate documentation
of transfer or (ii) at the direction of Tribune, be exercised for the benefit
of Tribune, in which case the proceeds of such exercise will promptly be
remitted to Tribune. Pending such remittance and subject to applicable law,
Tribune will be entitled to all rights and privileges as owner of any such non-
cash dividend, distribution, issuance, proceeds or rights and may withhold the
entire purchase price or deduct from the purchase price the amount or value
thereof, as determined by Tribune in its sole discretion.
14.CONDITIONS OF THE OFFER.
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 rules and regulations of the SEC, including Rule 14e-1(c)
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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 prior
to the time of payment for any such Shares (whether or not any Shares have
theretofore been accepted for payment or paid for pursuant to the Offer), any
of the following events occur and are continuing or any of the following
conditions exists:
(a) there shall have been any action taken, or any statute, rule,
regulation, executive order, decree, temporary restraining order,
preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other governmental entity or other legal
restraint or prohibition which (i) prohibits, or makes illegal, the
acceptance for payment, payment for or purchase of Shares or the
consummation of the Offer, the Merger or the other transactions
contemplated by the Merger Agreement, (ii) renders Tribune unable to accept
for payment, pay for or purchase some or all of the Shares, (iii) imposes
material limitations on the ability of Tribune to effectively exercise full
rights of ownership of the Shares, including the right to vote the Shares
purchased by it or (iv) otherwise has or is reasonably expected to have,
individually or in the aggregate, a material adverse effect (as defined in
the Merger Agreement) on Times Mirror or Tribune; or
(b) the Merger Agreement shall have been terminated in accordance with
its terms or any event shall have occurred which gives Tribune the right to
terminate the Merger Agreement or not consummate the Merger; or
(c) since the date of the Merger Agreement there shall have occurred any
event, change, effect or development that, individually or in the aggregate
with any other event, change, effect or development, has had or would
reasonably be expected to have a material adverse effect (as defined in the
Merger Agreement) on Times Mirror or prevent or materially delay
consummation of the Offer or the Merger; or
(d) (i) any of the representations and warranties of Times Mirror
contained in the Merger Agreement that is qualified by materiality shall
not be true and correct in all respects as of the date of determination, as
if made at and as of such time (except to the extent that any such
representation or warranty, by its terms, is expressly limited to a
specific date, in which case such representation or warranty shall not be
true and correct as of such date) or (ii) any of such representations and
warranties that is not so qualified shall not be true and correct in all
material respects as of the date of determination, as if made at and as of
such time (except to the extent that any such representation or warranty,
by its terms, is expressly limited to a specific date, in which case such
representation or warranty shall not be true and correct in all material
respects as of such date); or
(e) Times Mirror shall have failed to perform in all material respects
each of its agreements contained in the Merger Agreement required to be
performed at or prior to the date of determination; or
(f) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange
or in the over-the-counter market in the United States, (ii) a declaration
of a banking moratorium or any suspension of payments in respect of banks
in the United States, (iii) any limitation (whether or not mandatory) by
any governmental entity on, or other event that materially and adversely
affects, the extension of credit by banks or other lending institutions or
(iv) in the case of any of the foregoing existing at the time of the
execution of the Merger Agreement, a material acceleration or worsening
thereof; or
(g) the Board of Directors of Times Mirror or any committee thereof, (i)
shall have withdrawn or modified in a manner adverse to Tribune its
approval or recommendation of the Offer, the Merger or the Merger Agreement
or recommended or approved any Takeover Proposal or (ii) shall have
resolved to do any of the foregoing;
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which in the good faith judgment of Tribune, in any such case, and regardless
of the circumstances (including any action or inaction by Tribune) giving rise
to such condition makes it inadvisable to proceed with the Offer or the
acceptance for payment of or payment for the Shares.
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,
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.
A public announcement may be made of a material change in, or waiver of,
such conditions and the Offer may, in certain circumstances, be extended in
connection with any such change or waiver.
Tribune acknowledges that the SEC believes that (a) if Tribune is delayed in
accepting the Shares it must either extend the Offer or terminate the Offer and
promptly return the Shares and (b) the circumstances in which a delay in
payment is permitted are limited and do not include unsatisfied conditions of
the Offer, except with respect to most required regulatory approvals.
15.LEGAL MATTERS; REQUIRED REGULATORY APPROVALS.
Except as set forth in this Offer to Purchase, based on our review of
publicly available filings by Times Mirror with the SEC and other information
regarding Times Mirror, we are not aware of any licenses or regulatory permits
that appear to be material to the business of Times Mirror and its
subsidiaries, taken as a whole, and that might be adversely affected by our
acquisition of Shares in the Offer. In addition, we are not aware of any
filings, approvals or other actions by or with any governmental authority or
administrative or regulatory agency that would be required for our acquisition
or ownership of the Shares. Should any such approval or other action be
required, we expect to seek such approval or action, except as described below
under "State Takeover Laws." Should any such approval or other action be
required, we cannot be certain that we would be able to obtain any such
approval or action without substantial conditions or that adverse consequences
might not result to Times Mirror's or its subsidiaries' businesses, or that
certain parts of Times Mirror's, Tribune's, or any of their respective
subsidiaries' businesses might not have to be disposed of or held separate in
order to obtain such approval or action. In that event, we may not be required
to purchase any Shares in the Offer. See Introduction and Section 14 for a
description of the conditions to the Offer.
STATE TAKEOVER LAWS. A number of states (including Delaware, where Times
Mirror is incorporated) have adopted takeover laws and regulations that purport
to be applicable to attempts to acquire securities of corporations that are
incorporated in those states or that have substantial assets, stockholders,
principal executive offices or principal places of business in those states. To
the extent that these state takeover statutes purport to apply to the Offer or
the Merger, we believe that those laws conflict with federal law and are an
unconstitutional burden on interstate commerce. In 1982, the Supreme Court of
the United States, in Edgar v. Mite Corp., invalidated on constitutional
grounds the Illinois Business Takeovers Statute, which as a matter of state
securities law made takeovers of corporations meeting certain requirements more
difficult. The reasoning in that decision is likely to apply to certain other
state takeover statutes. In 1987, however, in CTS Corp. v. Dynamics Corp. of
America, the Supreme Court of the United States held that the State of Indiana
could as a matter of corporate law and, in particular, those aspects of
corporate law concerning corporate governance, constitutionally disqualify a
potential acquiror from voting on the affairs of a target corporation without
the prior approval of the remaining stockholders, as long as those laws were
applicable only under certain conditions. Subsequently, in TLX Acquisition
Corp. v. Telex Corp., a federal district court in Oklahoma ruled that the
Oklahoma statutes were unconstitutional insofar as they apply to corporations
incorporated outside Oklahoma, because they would subject those corporations to
inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a
federal district court in Tennessee ruled that four Tennessee takeover statutes
were unconstitutional as applied to corporations incorporated outside
Tennessee. This decision was affirmed by the United States Court of Appeals for
the Sixth Circuit. In December 1988, a federal district court in Florida held,
in Grand Metropolitan PLC v. Butterworth, that the provisions of the Florida
Affiliated Transactions Act and
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Florida Control Share Acquisition Act were unconstitutional as applied to
corporations incorporated outside of Florida.
We have not attempted to comply with any state takeover statutes in
connection with the Offer or the Merger. We reserve the right to challenge the
validity or applicability of any state law allegedly applicable to the Offer or
the Merger, and nothing in this Offer to Purchase nor any action that we take
in connection with the Offer is intended as a waiver of that right. In the
event that it is asserted that one or more takeover statutes apply to the Offer
or the Merger, and it is not determined by an appropriate court that the
statutes in question do not apply or are invalid as applied to the Offer or the
Merger, as applicable, we may be required to file certain documents with, or
receive approvals from, the relevant state authorities, and we might be unable
to accept for payment or purchase Shares tendered in the Offer or be delayed in
continuing or consummating the Offer. In that case, we may not be obligated to
accept for purchase, or pay for, any Shares tendered. See Section 14.
ANTITRUST. Under the HSR Act, and the related rules and regulations that
have been issued by the Federal Trade Commission (the "FTC"), certain
acquisition transactions may not be consummated until certain information and
documentary material has been furnished for review by the FTC and the Antitrust
Division of the Department of Justice (the "Antitrust Division") and certain
waiting period requirements have been satisfied. These requirements apply to
our acquisition of Shares in the Offer and the Merger.
Under the HSR Act, the purchase of Shares in the Offer may not be completed
until the expiration of a 15 calendar-day waiting period following the filing
of certain required information and documentary material concerning the Offer
with the FTC and the Antitrust Division, unless the waiting period is earlier
terminated by the FTC and the Antitrust Division. We expect to file 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 on or about
March 27, 2000, and, in that event, the required waiting period with respect to
the Offer will expire at 11:59 p.m., New York City time, on or about 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. If within the 15-calendar-day waiting period either the FTC or the
Antitrust Division requests additional information or documentary material from
us, the waiting period with respect to the Offer would be extended for an
additional period of 10 calendar days following the date of our substantial
compliance with that request. Only one extension of the waiting period pursuant
to a request for additional information is authorized by the HSR rules. After
that time, the waiting period could be extended only by court order or with our
consent. The FTC or the Antitrust Division may terminate the additional 10
calendar-day waiting period before its expiration. In practice, complying with
a request for additional information or documentary material can take a
significant period of time. Although Times Mirror is required to file certain
information and documentary material with the FTC and the Antitrust Division in
connection with the Offer, neither Times Mirror's failure to make those filings
nor a request made to Times Mirror from the FTC or the Antitrust Division for
additional information or documentary material will extend the waiting period
with respect to the purchase of Shares in the Offer.
Under the HSR Act, the Merger may not be completed until the expiration of a
30 calendar-day waiting period following the filing of certain required
information and documentary material concerning the Merger with the FTC and the
Antitrust Division, unless the waiting period is earlier terminated by the FTC
and the Antitrust Division. We expect to file a Premerger Notification and
Report Form under the HSR Act with the FTC and the Antitrust Division in
connection with the Merger on or about March 27, 1999, and, assuming that Times
Mirror files its Premerger Notification and Report Form on the same day, the
required waiting period with respect to the Merger will expire at 11:59 p.m.
New York City time, on or about April 26, 2000, unless earlier terminated by
the FTC and the Antitrust Division or we receive a request for additional
information or documentary material prior to that time. If within the 30
calendar-day waiting period either the FTC or the Antitrust Division requests
additional information or documentary material from us or Times Mirror, the
waiting period with respect to the Merger would be extended for an additional
period of 20 calendar days following the date of substantial compliance with
that request. Only one extension of the waiting period
45
<PAGE>
pursuant to a request for additional information is authorized by the HSR
rules. After that time, the waiting period could be extended only by court
order or with our consent. The FTC or the Antitrust Division may terminate the
additional 10 calendar-day waiting period before its expiration. In practice,
complying with a request for additional information or documentary material can
take a significant period of time.
The FTC and the Antitrust Division may scrutinize the legality under the
antitrust laws of transactions such as our acquisition of Shares in the Offer
and the Merger. At any time before or after our purchase of Shares, the FTC or
the Antitrust Division could take any action under the antitrust laws that
either considers necessary or desirable in the public interest, including
seeking to enjoin the purchase of Shares in the Offer and the Merger, the
divestiture of Shares purchased in the Offer or the divestiture of substantial
assets of Tribune, Times Mirror or any of their respective subsidiaries or
affiliates. Private parties as well as state attorneys general may also bring
legal actions under the antitrust laws under certain circumstances.
See Section 14.
Based upon an examination of publicly available information relating to the
businesses in which Times Mirror is engaged, we believe that the acquisition of
Shares in the Offer and the Merger should not violate the applicable antitrust
laws. Nevertheless, we cannot be certain that a challenge to the Offer and the
Merger on antitrust grounds will not be made, or, if such challenge is made,
what the result will be. See Section 14.
FCC. Because the Offer and Merger do not involve the transfer or assignment
of a broadcast license, no Federal Communications Commission (the "FCC")
application is required in connection therewith. The FCC does have a rule that
provides that a broadcast license with respect to a market will not be granted
to a party which owns a newspaper in the same market. The FCC has, however,
adopted a policy that permits a broadcaster who acquires a newspaper in its
market to hold that newspaper until the later of one year or its next renewal
date for its broadcast license. The renewal dates for the broadcast licenses in
the markets which will be affected by the combination of Times Mirror and
Tribune are August 1, 2006 (Los Angeles), December 1, 2006 (Hartford) and
February 1, 2007 (New York). If such rule has not been revised or eliminated by
those dates, Tribune will request waivers of the rule or otherwise seek
appropriate relief.
16.FEES AND EXPENSES.
Tribune retained Merrill Lynch to render financial advisory services to
Tribune concerning its acquisition of Times Mirror and to act as Dealer Manager
in connection with the Offer, pursuant to which Merrill Lynch will be paid
customary compensation in addition to reimbursement for reasonable out-of-
pocket expenses. Tribune has also agreed to indemnify Merrill Lynch against
certain liabilities and expenses in connection with its engagement, including
liabilities under the federal securities laws.
Merrill Lynch has provided financial advisory and financing services to
Tribune and its affiliates in the past and may continue to render such
services, for which they have received and may continue to receive customary
compensation from Tribune and its affiliates. In the ordinary course of
business, Merrill Lynch and its affiliates are engaged in securities trading
and brokerage activities as well as investment banking and financial advisory
services. In the ordinary course of their trading and brokerage activities,
Merrill Lynch and its affiliates may hold positions, for their own account and
for the accounts of customers, in equity, debt or other securities of Tribune
or Times Mirror.
46
<PAGE>
We have retained Georgeson Shareholder Communications Inc. as Information
Agent in connection with the Offer. The Information Agent may contact holders
of Shares by mail, telephone, telex, telegraph and personal interview and may
request brokers, dealers and other nominee stockholders to forward material
relating to the Offer to beneficial owners of Shares. We will pay the
Information Agent reasonable and customary compensation for these services in
addition to reimbursing the Information Agent for its reasonable out-of-pocket
expenses. We have agreed to indemnify the Information Agent against certain
liabilities and expenses in connection with the Offer, including certain
liabilities under the federal securities laws.
In addition, we have retained First Chicago Trust Company of New York as the
Depositary. We will pay the Depositary reasonable and customary compensation
for its services in connection with the Offer, will reimburse the Depositary
for its reasonable out-of-pocket expenses and will indemnify the Depositary
against certain liabilities and expenses, including certain liabilities under
the federal securities laws.
Also see "Letter to Chandler Trusts" in Section 11.
Except as set forth above, we will not pay any fees or commissions to any
broker, dealer or other person for soliciting tenders of Shares pursuant to the
Offer. We will reimburse brokers, dealers, commercial banks and trust companies
and other nominees, upon request, for customary clerical and mailing expenses
incurred by them in forwarding offering materials to their customers.
17.MISCELLANEOUS.
We are not aware of any jurisdiction where the making of the Offer is
prohibited by any administrative or judicial action pursuant to any valid state
statute. If we become aware of any valid state statute prohibiting the making
of the Offer or the acceptance of the Shares, we will make a good faith effort
to comply with that state statute. If, after a good faith effort, we cannot
comply with the state statute, we will not make the Offer to, nor will we
accept tenders from or on behalf of, the holders of Shares in that state. In
any jurisdiction where the securities, blue sky or other laws require the Offer
to be made by a licensed broker or dealer, the Offer shall be deemed to be made
on behalf of Tribune by the Dealer Manager or one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
We have filed with the SEC a Tender Offer Statement on Schedule TO, together
with exhibits, furnishing certain additional information with respect to the
Offer, and may file amendments to our Schedule TO. Our Schedule TO and any
exhibits or amendments may be examined and copies may be obtained from the SEC
in the same manner as described in Section 8 with respect to information
concerning Times Mirror, except that copies will not be available at the
regional offices of the SEC.
WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON OUR BEHALF NOT CONTAINED IN THIS OFFER TO PURCHASE OR IN THE
LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, YOU SHOULD NOT RELY ON ANY SUCH
INFORMATION OR REPRESENTATION AS HAVING BEEN AUTHORIZED.
Neither the delivery of the Offer to Purchase nor any purchase pursuant to
the Offer will under any circumstances create any implication that there has
been no change in the affairs of Tribune, Times Mirror or any of their
respective subsidiaries since the date as of which information is furnished or
the date of this Offer to Purchase.
Tribune Company
March 21, 2000
47
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF TRIBUNE
DIRECTORS AND EXECUTIVE OFFICERS OF TRIBUNE. The following table sets forth
the name and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years of each
director and executive officer of Tribune. Unless otherwise indicated below,
each occupation set forth opposite each person refers to employment with
Tribune. The business address of each such person is c/o Tribune Company, 435
North Michigan Avenue, Chicago, Illinois, 60611, and each such person is a
citizen of the United States of America.
1.DIRECTORS OF TRIBUNE
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
--------------------- ----------------------------------------------------
<C> <C> <S>
James C. Dowdle...... Executive Vice President of Tribune Company from
August 1994 until December 1999; President and Chief
Executive Officer, Tribune Broadcasting Company, a
subsidiary of Tribune Company, until May 1997; and
President, Tribune Publishing Company, a subsidiary
of Tribune Company, from August 1994 to May 1997.
Diego E. Hernandez... Vice Admiral, U.S. Navy (Retired) and President,
Marine Technology Group, Inc., a technical
consulting service.
Robert E. La Blanc... President, Robert E. La Blanc Associates, Inc.,
consultants in information technology. Director of
Chartered Semiconductor Manufacturing Ltd.; Salient
3 Communications, Inc.; Storage Technology Corp.;
The Titan Corporation; two families of Prudential
mutual funds.
John W. Madigan...... Chairman since January 1996, Chief Executive Officer
since May 1995 and President of Tribune Company;
President of Tribune Publishing Company, a
subsidiary of Tribune Company, until May 1994;
Publisher, Chicago Tribune until May 1994.
Nancy Hicks Maynard.. President, Maynard Partners Incorporated,
consultants in news media economics; Chair, The
Freedom Forum Media Studies Center from March 1996
to September 1997; Director, Economics of News
Project, since September 1997; Member, Global
Business Network. Previously served as Deputy
Publisher and Co-owner, Oakland Tribune.
Andrew J. McKenna.... Chairman and Chief Executive Officer, Schwarz, an
international distributor of paper packaging and
related products and a printer, producer and
converter. Director of Aon Corporation; McDonald's
Corporation; Skyline Corporation.
Kristie Miller....... Author; Journalist, The Daily News-Tribune, Inc. of
LaSalle, Illinois.
James J. O'Connor.... Retired Chairman and Chief Executive Officer of
Unicom Corporation, a holding company, where he
served from June 1994 until March 1998, and of
Commonwealth Edison Company, an electric utility,
where he served from 1980 to March 1998. Director of
American National Can Group, Inc.; Corning
Incorporated; Smurfit-Stone Container Corporation;
UAL Corporation.
</TABLE>
48
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
-------------------- -----------------------------------------------------
<C> <C> <S>
Donald H. Rumsfeld.. Chairman and Director of Gilead Sciences, Inc., a
pharmaceutical company, since January 1997.
Previously served as a member of the U.S. Congress,
U.S. Ambassador to NATO, White House Chief of Staff,
Secretary of Defense, and Chief Executive Officer of
G.D. Searle & Company and General Instrument
Corporation. Director of ABB Ltd.; Amylin
Pharmaceuticals, Inc.
Patrick G. Ryan..... Chairman, Chief Executive Officer and Director of Aon
Corporation, a broad-based insurance holding company.
Director of Sears, Roebuck and Co.
Dudley S. Taft...... President and Director, Taft Broadcasting Company, an
investor in media and entertainment companies.
Chairman, President and Chief Executive Officer of
WPHL-TV, Inc., a subsidiary of the Company, until
February 1996. Director of CINergy Corp.; Fifth Third
Bancorp; Southern Star Group; The Union Central Life
Insurance Company.
Arnold R. Weber..... President-Emeritus, Northwestern University since
January 1999. President, Civic Committee of the
Commercial Club of Chicago until July 1999.
Chancellor, Northwestern University until December
1998. Director of Aon Corporation; Burlington
Northern Santa Fe Corporation; Deere & Company;
Diamond Technology Partners, Inc.; PepsiCo, Inc.
</TABLE>
2.EXECUTIVE OFFICERS OF TRIBUNE
<TABLE>
<CAPTION>
NAME PRESENT TITLE
---------------------- -------------------------------------------------
<C> <C> <S>
Dennis J. FitzSimons.. Executive Vice President/Media Operations;
President, Tribune Broadcasting Company*
Jack W. Fuller........ President, Tribune Publishing Company*
Donald C. Grenesko.... Senior Vice President/Finance and Administration
David D. Hiller....... Senior Vice President/Development
Crane H. Kenney....... Vice President, General Counsel and Secretary
Luis E. Lewin......... Vice President/Human Resources
John W. Madigan....... Chairman, President and Chief Executive Officer
Ruthellyn Musil....... Vice President/Corporate Relations
Jeff R. Scherb........ President, Tribune Interactive;* Chief Technology
Officer
</TABLE>
- --------
All of the above executive officers have held high-level managerial
positions with Tribune or its Affiliates for more than the past five years,
except Jeff Scherb, who was chief technology officer and senior vice president
for research and development at Dun & Bradstreet Software, a vendor of
enterprise applications software, the address of which was 3445 Peachtree Road,
NE, Atlanta, Georgia 30326, prior to August 1996.
- --------
* A subsidiary of Tribune Company.
49
<PAGE>
Facsimile copies of Letters of Transmittal, properly completed and duly
executed, will be accepted. The appropriate Letter of Transmittal, certificates
for Shares and any other required documents should be sent or delivered by each
stockholder of Times Mirror or his broker, dealer, commercial bank, trust
company or other nominee to the Depositary at one of its addresses set forth
below:
The Depositary for the Offer is:
<TABLE>
<CAPTION>
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<S> <C> <C>
By Mail: By Overnight Delivery: By Hand Delivery:
First Chicago Trust First Chicago Trust Company First Chicago Trust Company
Company of New York of New York
of New York Corporate Actions, Suite 4660 c/o Securities Transfer and
Corporate Actions, Suite 4660 525 Washington Blvd., 3rd Floor Reporting Services Inc.
P.O. Box 2569 Jersey City, NJ 07310 Attn: Corporate Actions
Jersey City, NJ 07303-2569 100 William Street, Galleria
New York, NY 10038
Facsimile Transmission:
(201) 324-3402
or
(201) 324-3403
Confirm Receipt of Facsimile by Telephone:
(201) 222-4707
</TABLE>
You may direct questions and requests for assistance to the Information
Agent or the Dealer Manager at their respective telephone numbers and addresses
set forth below. You may obtain additional copies of this Offer to Purchase,
the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender
offer materials from the Information Agent as set forth below and they will be
furnished promptly at our expense. You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Offer.
The Information Agent for the Offer is:
GEORGESON
SHAREHOLDER
COMMUNICATIONS, INC.
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
World Financial Center North Tower
New York, New York 10281-1305
(212) 236-3790 (Call Collect)
<PAGE>
EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF SERIES A COMMON STOCK AND SERIES C COMMON STOCK
OF
THE TIMES MIRROR COMPANY
PURSUANT TO THE OFFER TO PURCHASE DATED MARCH 21, 2000
BY
TRIBUNE COMPANY
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON MONDAY, APRIL 17, 2000,
UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<CAPTION>
By Mail: By Overnight Delivery: By Hand Delivery:
<S> <C> <C>
FIRST CHICAGO TRUST FIRST CHICAGO TRUST FIRST CHICAGO TRUST
COMPANY OF NEW YORK COMPANY OF NEW YORK COMPANY OF NEW YORK
Corporate Actions, Suite 4660 Corporate Actions, Suite 4660 c/o Securities Transfer
P.O. Box 2569 525 Washington Blvd, 3rd Floor and Reporting Services Inc.
Jersey City, NJ 07303-2569 Jersey City, NJ 07310 Attn: Corporate Actions
100 Williams Street, Galleria
New York, NY 10038
</TABLE> DESCRIPTION OF SHARES TENDERED
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARE
CERTIFICATE(S)
AND SHARE(S)
TENDERED
NAME(S) AND ADDRESS(ES) OF REGISTERED (ATTACH
HOLDER(S) ADDITIONAL
(PLEASE FILL IN, IF BLANK, EXACTLY AS SIGNED LIST,
NAMES(S) APPEAR ON CERTIFICATE(S)) IF NECESSARY)
- -------------------------------------------------------------------------------------------------
NUMBER OF
SHARES
TENDERED**
(SPECIFY
TOTAL NUMBER OF SHARES WHETHER
REPRESENTED BY SERIES A
SHARE SHARE CERTIFICATE(S)* SHARES OR
CERTIFICATE (SPECIFY WHETHER SERIES A SERIES C
NUMBER(S)* SHARES OR SERIES C SHARES) SHARES)
--------------------------------------------------------------
<S> <C> <C> <C>
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
TOTAL CERTIFICATED SERIES A
SHARES TENDERED
----------------------------------------------------
TOTAL CERTIFICATED SERIES C
SHARES TENDERED
- -------------------------------------------------------------------------------------------------
</TABLE>
* Certificate numbers are not required if tender is made by book-entry
transfer.
** If you desire to tender fewer than all Shares represented by a certificate
listed above, please indicate in this column the number of Shares you wish
to tender. Otherwise, all Shares represented by such certificate will be
deemed to have been tendered. See Instruction 4.
IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR
DESTROYED, SEE INSTRUCTION 9.
Number of Series A Shares represented by the lost or destroyed certificates:
Number of Series C Shares represented by the lost or destroyed certificates:
<PAGE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER
THAN AS LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS
LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM
W-9 PROVIDED BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by stockholders of The Times
Mirror Company either if certificates ("Share Certificates") representing
shares of Series A Common Stock, par value $1 per share (the "Series A
Shares"), and/or shares of Series C Common Stock, par value $1 per share (the
"Series C Shares" and, together with the Series A Shares, the "Shares"), are
to be forwarded herewith or, unless an Agent's Message (as defined in the
Offer to Purchase) is utilized, if delivery of Shares is to be made by book-
entry transfer to an account maintained by First Chicago Trust Company of New
York (the "Depositary") at The Depository Trust Company (the "Book-Entry
Transfer Facility") pursuant to the procedures set forth in Section 3 of the
Offer to Purchase dated March 21, 2000 (the "Offer to Purchase"). DELIVERY OF
DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-
ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
Stockholders whose Share Certificates are not immediately available or who
cannot deliver their Share Certificates and all other required documents to
the Depositary on or prior to the expiration date of the Offer or who are
unable to complete the procedure for book-entry transfer prior to the
expiration date of the Offer may nevertheless tender their Shares pursuant to
the guaranteed delivery procedures set forth in Section 3 of the Offer to
Purchase. See Instruction 2 below.
2
<PAGE>
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW. PLEASE READ THE
INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
[_]CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO
AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
Provide Account Number and Transaction Code Number:
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
[_]CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY AND COMPLETE THE FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF
SUCH NOTICE OF GUARANTEED DELIVERY.
Name(s) of Registered Holder(s): ___________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution which Guaranteed Delivery: _____________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER TO THE BOOK-ENTRY TRANSFER FACILITY,
CHECK BOX: [_]
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
3
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Tribune Company ("Tribune"), a Delaware
corporation, the above-described shares of Series A Common Stock, par value $1
per share (the "Series A Shares"), and/or shares of Series C Common Stock, par
value $1 per share (the "Series C Shares" and, together with the Series A
Shares, the "Shares"), of The Times Mirror Company, a Delaware corporation
(the "Company"), pursuant to Tribune's offer to purchase up to 28 million
Shares at $95 per Share, net to the seller in cash, without interest, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
March 21, 2000 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, as amended or
supplemented from time to time, together constitute the "Offer").
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, Tribune all
right, title and interest in and to all the Shares that are being tendered
hereby and all dividends, distributions (including, without limitation,
distributions of additional Shares) and rights declared, paid or distributed
in respect of such Shares on or after March 21, 2000 (collectively,
"Distributions") and irrevocably appoints First Chicago Trust Company of New
York (the "Depositary") the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Shares and all Distributions, with full power
of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to (i) deliver certificates representing
Shares ("Share Certificates") and all Distributions, or transfer ownership of
such Shares and all Distributions on the account books maintained by the Book-
Entry Transfer Facility, together, in either case, with all accompanying
evidences of transfer and authenticity, to or upon the order of Tribune; (ii)
present such Shares and all Distributions for transfer on the books of the
Company; and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares and all Distributions, all in accordance
with the terms of the Offer.
The undersigned hereby irrevocably appoints each of John W. Madigan and
Crane H. Kenney as agent, attorney-in-fact and proxy of the undersigned, each
with full power of substitution, to vote in such manner as such attorney and
proxy or his substitute shall, in his sole discretion, deem proper and
otherwise act (by written consent or otherwise) with respect to all the Shares
tendered hereby which have been accepted for payment by Tribune prior to the
time of such vote or other action and all Shares and other securities issued
in Distributions in respect of such Shares, which the undersigned is entitled
to vote at any meeting of stockholders of the Company (whether annual or
special and whether or not an adjourned or postponed meeting) or consent in
lieu of any such meeting or otherwise. This proxy and power of attorney is
coupled with an interest in the Shares tendered hereby, is irrevocable and is
granted in consideration of, and is effective upon, the acceptance for payment
of such Shares by Tribune in accordance with the terms of the Offer. Such
acceptance for payment shall revoke all other proxies and powers of attorney
granted by the undersigned at any time with respect to such Shares (and all
Shares and other securities issued in Distributions in respect of such
Shares), and no subsequent proxy or power of attorney shall be given or
written consent executed (and if given or executed, shall not be effective) by
the undersigned with respect thereto. The undersigned understands that, in
order for Shares to be deemed validly tendered, immediately upon Tribune's
acceptance of such Shares for payment, Tribune or its designee must be able to
exercise full voting, consent and other rights with respect to such Shares and
other securities, including, without limitation, voting at any meeting of the
Company's stockholders.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions, and that when such Shares are accepted
for payment by Tribune, Tribune will acquire good, marketable and unencumbered
title thereto and to all Distributions, free and clear of all liens,
restrictions, charges and encumbrances, and that none of such Shares or
Distributions will be subject to any adverse claim. The undersigned, upon
request, shall execute and deliver all additional documents deemed by the
Depositary or Tribune to be necessary or desirable to complete the sale,
assignment and transfer of the Shares tendered hereby and all Distributions.
In addition, the undersigned shall remit and transfer promptly to the
Depositary for the account of Tribune all Distributions in respect of the
Shares tendered hereby, accompanied by appropriate documentation of transfer,
and pending such remittance and transfer or appropriate assurance thereof,
Tribune shall be entitled to all rights and privileges as owner of each such
Distribution and may withhold the entire purchase price of the Shares tendered
hereby, or deduct from such purchase price, the amount or value of such
Distribution as determined by Tribune in its sole discretion.
4
<PAGE>
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable. See Section 4 in the Offer to Purchase.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer. Tribune's acceptance of such Shares for payment
will constitute a binding agreement between the undersigned and Tribune upon
the terms and subject to the conditions of the Offer, as well as the
undersigned's representation and warranty to Tribune and the Company that (i)
the undersigned has a net long position in the Shares or equivalent securities
being tendered within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and (ii) the
tender of such Shares complies with Rule 14e-4 of the Exchange Act. Without
limiting the foregoing, if the price to be paid in the Offer is amended in
accordance with the Offer, the price to be paid to the undersigned will be the
amended price notwithstanding the fact that a different price is stated in
this Letter of Transmittal. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, Tribune may not be required
to accept for payment any of the Shares tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased, and return all Share Certificates not purchased or not tendered in
the name(s) of the registered holder(s) appearing above in the box entitled
"Description of Shares Tendered." Similarly, unless otherwise indicated in the
box entitled "Special Delivery Instructions," please mail the check for the
purchase price of all Shares purchased and all Share Certificates not tendered
or not purchased (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above in the box entitled
"Description of Shares Tendered." In the event that the boxes entitled
"Special Payment Instructions" and "Special Delivery Instruction" are both
completed, please issue the check for the purchase price of all Shares
purchased and return all Share Certificates not purchased or not tendered in
the name(s) of, and mail such check and Share Certificates to, the person(s)
so indicated. Unless otherwise indicated herein in the box entitled "Special
Payment Instructions," please credit any Shares tendered hereby and delivered
by book-entry transfer, but which are not purchased, by crediting the account
at the Book-Entry Transfer Facility. The undersigned recognizes that Tribune
has no obligation, pursuant to the Special Payment Instructions, to transfer
any Shares from the name of the registered holder(s) thereof if Tribune does
not purchase any of the Shares tendered hereby.
The undersigned understands that Tribune reserves the right to transfer or
assign, in whole at any time, or in part from time to time, to one or more of
its affiliates, the right to purchase all or any portion of the Shares
tendered pursuant to the Offer, but any such transfer or assignment will not
relieve Tribune of its obligations under the Offer and will in no way
prejudice the rights of tendering stockholders to receive payment for Shares
validly tendered and accepted for payment pursuant to the Offer.
5
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Share To be completed ONLY if Share
Certificates not tendered or not Certificates not tendered or not
purchased and/or the check for the purchased and/or the check for the
purchase price of the Shares purchase price of the Shares
purchased are to be issued in the purchased are to be sent to someone
name of and sent to someone other other than the undersigned, or to
than the undersigned, or if Shares the undersigned at an address other
tendered by book-entry transfer than that shown above.
which are not purchased are to be
returned by credit to an account
maintained at the Book-Entry
Transfer Facility other than the
account indicated above.
Mail [_] Check and/or [_] Series A
Issue [_] Check and/or [_] Series A Share
Share Certificates
Certificates and/or
and/or
[_] Series C Share Certificates
[_] Series C Share Certificates to:
to:
Name:
Name: -------------------------------
------------------------------- (PLEASE PRINT)
(PLEASE PRINT)
Address:
Address: ----------------------------
----------------------------
------------------------------------
------------------------------------ (INCLUDE ZIP CODE)
(INCLUDE ZIP CODE)
-----------------------------------
------------------------------------ (TAXPAYER IDENTIFICATION OR SOCIAL
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
SECURITY NO.)
(ALSO COMPLETED SUBSTITUTE FORM W-9
BELOW)
[_] Credit unpurchased Series A
Shares tendered by book-entry
transfer to the Book-Entry
Transfer Facility account set
forth below:
____________________________________
(ACCOUNT NUMBER)
[_] Credit unpurchased Series C
Shares tendered by book-entry
transfer to the Book-Entry
Transfer Facility account set
forth below:
____________________________________
(ACCOUNT NUMBER)
6
<PAGE>
SIGN HERE
(AND PLEASE COMPLETE SUBSTITUTE FORM W-9)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) OF HOLDER(S)
Dated: ____________________ , 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
Certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by Share Certificates and documents transmitted
herewith. If a signature is by an officer on behalf of a corporation or by an
executor, administrator, trustee, guardian, attorney-in-fact, agent or other
person acting in a fiduciary or representative capacity, please provide the
following information. See Instructions 1 and 5.)
Name(s):________________________________________________________________________
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Name of Firm:___________________________________________________________________
Capacity (full title):__________________________________________________________
Address:________________________________________________________________________
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
(Area Code) Telephone Number:___________________________________________________
Taxpayer Identification or
Social Security No.:____________________________________________________________
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTIONS 1 AND 5)
- --------------------------------------------------------------------------------
AUTHORIZED SIGNATURE
- --------------------------------------------------------------------------------
NAME (PLEASE PRINT)
- --------------------------------------------------------------------------------
NAME OF FIRM
- --------------------------------------------------------------------------------
ADDRESS
- --------------------------------------------------------------------------------
ZIP CODE
- --------------------------------------------------------------------------------
(AREA CODE) TELEPHONE NO.
Dated: ____________________, 2000
7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
To complete the Letter of Transmittal, you must do the following:
. Fill in the box entitled "Description of Shares Being Tendered."
. Sign and date the Letter of Transmittal in the box entitled "Sign Here."
. Fill in and sign in the box entitled "Substitute Form W-9."
In completing the Letter of Transmittal, you may (but are not required to)
also do the following:
. If you want the payment for any Shares purchased issued in the name of
another person, complete the box entitled "Special Payment
Instructions."
. If you want any certificate for Shares not tendered or Shares not
purchased issued in the name of another person, complete the box
entitled "Special Payment Instructions."
. If you want any payment for Shares or certificate for Shares not
tendered or purchased delivered to an address other than that appearing
under your signature, complete the box entitled "Special Delivery
Instructions."
If you complete the box entitled "Special Payment Instructions" or "Special
Delivery Instructions," you must have your signature guaranteed by an Eligible
Institution (as defined in Instruction 1 below) unless the Letter of
Transmittal is signed by an Eligible Institution.
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a bank, broker, dealer, credit union, savings
association or other entity that is a member in good standing of the
Securities Transfer Agents Medallion Program (an "Eligible Institution"),
unless (i) this Letter of Transmittal is signed by the registered holder(s)
(which term, for purposes of this document, shall include any participant in
the Book-Entry Transfer Facility whose name appears on a security position
listing as the owner of Shares) of the Shares tendered hereby and such
holder(s) has not completed either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" herein or
(ii) such Shares are tendered for the account of an Eligible Institution. If a
Share Certificate is registered in the name of a person other than the person
signing this Letter of Transmittal, or if payment is to be made, or a Share
Certificate not accepted for payment and not tendered is to be returned to a
person other than the registered holder(s), then such Share Certificate must
be endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear on such Share
Certificate, with the signatures on such Share Certificate or stock powers
guaranteed as described above. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES. This Letter of
Transmittal is to be used either if Share Certificates are to be forwarded
herewith or, unless an Agent's Message (as defined below) is used, if Shares
are to be delivered by book-entry transfer pursuant to the procedure set forth
in Section 3 of the Offer to Purchase. Share Certificates representing all
physically tendered Shares, or confirmation of a book-entry transfer, if such
procedure is available, into the Depositary's account at the Book-Entry
Transfer Facility ("Book-Entry Confirmation") of all Shares delivered by book-
entry transfer together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), or an Agent's Message in the case of book-
entry transfer, and any other documents required by this Letter of
Transmittal, must be received by the Depositary at one of its addresses set
forth herein prior to the expiration date of the Offer. If Share Certificates
are forwarded to the Depositary in multiple deliveries, a properly completed
and duly executed Letter of Transmittal must accompany each such delivery.
Stockholders whose Share Certificates are not immediately available, who
cannot deliver their Share Certificates and all other required documents to
the Depositary prior to the expiration date of the Offer or who cannot
complete the procedure for delivery by book-entry transfer on a timely basis
may tender their Shares pursuant to the guaranteed delivery procedure
described in Section 3 of the Offer to Purchase. Pursuant to such procedure:
(i) such tender must be made by or through an Eligible Institution; (ii) a
properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by Tribune, must be received by the
Depositary prior to the expiration date of the Offer; and (iii) the Share
8
<PAGE>
Certificates representing all physically delivered Shares in proper form for
transfer by delivery, or Book-Entry Confirmation of all Shares delivered by
book-entry transfer, in each case together with a Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees (or, in the case of a book-entry transfer, an Agent's
Message), and any other documents required by this Letter of Transmittal, must
be received by the Depositary within three New York Stock Exchange trading
days after the date of execution of such Notice of Guaranteed Delivery, all as
described in Section 3 of the Offer to Purchase.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of
the Book-Entry Confirmation, which states that the Book-Entry Transfer
Facility has received an express acknowledgment from the participants in the
Book-Entry Transfer Facility tendering the Shares that such participant has
received this Letter of Transmittal and agrees to be bound by the terms of
this Letter of Transmittal and that Tribune may enforce such agreement against
such participant.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. By execution of this Letter of
Transmittal (or facsimile hereof), all tendering stockholders waive any right
to receive any notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" is inadequate, the certificate numbers, the number of Shares
represented by such Share Certificates and the number of Shares tendered
should be listed on a separate signed schedule and attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares represented by any Share Certificate
delivered to the Depositary herewith are to be tendered hereby, fill in the
number of Shares which are to be tendered in the box entitled "Number of
Shares Tendered (Specify whether Series A or Series C Shares)." In such cases,
a new certificate representing the remainder of the Shares that were
represented by the Share Certificates delivered to the Depositary herewith
will be sent to each person signing this Letter of Transmittal, unless
otherwise provided in the box entitled "Special Delivery Instructions" herein,
as soon as practicable after the expiration or termination of the Offer. All
Shares represented by Share Certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the Share Certificates evidencing such Shares without
alteration, enlargement or any other change whatsoever.
If any Share tendered hereby is owned of record by two or more persons, all
such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of Share Certificates or separate
stock powers are required, unless payment is to be made to, or Share
Certificates not tendered or not purchased are to be issued in the name of, a
person other than the registered holder(s), in which case, the Share
Certificate(s) representing the Shares tendered hereby must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear on such Share Certificate(s).
Signatures on such Share Certificate(s) and stock powers must be guaranteed by
an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Share Certificate(s)
representing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers,
9
<PAGE>
in either case signed exactly as the name(s) of the registered holder(s)
appear(s) on such Share Certificate(s). Signatures on such Share
Certificate(s) and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of
a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to Tribune of such person's authority to so act must be
submitted.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, Tribune will pay all stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to, or
Share Certificate(s) representing Shares not tendered or not purchased are to
be issued in the name of, a person other than the registered holder(s), the
amount of any stock transfer taxes (whether imposed on the registered
holder(s), such other person or otherwise) payable on account of the transfer
to such other person will be deducted from the purchase price of such Shares
purchased, unless evidence satisfactory to Tribune of the payment of such
taxes, or exemption therefrom, is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES REPRESENTING THE
SHARES TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Shares tendered hereby is to be issued, or Share Certificate(s)
representing Shares not tendered or not purchased are to be issued, in the
name of a person other than the person(s) signing this Letter of Transmittal
or if such check or any such Share Certificate is to be sent to someone other
than the person(s) signing this Letter of Transmittal or to the person(s)
signing this Letter of Transmittal but at an address other than that shown in
the box entitled "Description of Shares Tendered" herein, the appropriate
boxes in this Letter of Transmittal must be completed. Stockholders delivering
Shares tendered hereby by book-entry transfer may request that Shares not
purchased be credited to the account maintained at the Book-Entry Transfer
Facility as such stockholder may designate in the box entitled "Special
Payment Instructions" herein. If no such instructions are given, all such
Shares not purchased will be returned by crediting the same account at the
Book-Entry Transfer Facility as the account from which such Shares were
delivered.
8. WAIVER OF CONDITIONS. The conditions of the Offer may be waived, in
whole or in part, by Tribune, in its sole discretion, at any time and from
time to time, in the case of any Shares tendered. See Section 14 of the Offer
to Purchase.
9. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Share Certificate(s) have
been lost, destroyed or stolen, the stockholder should promptly contact the
Company's transfer agent, Harris Trust (telephone (800) 929-6781) for
instructions as to the procedures for replacing the Share Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
lost, destroyed or stolen certificates have been replaced and the replacement
Share Certificates have been delivered to the Depositary in accordance with
the Procedures set forth in Section 3 of the Offer to Purchase and the
instructions contained in this Letter of Transmittal.
10. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Information Agent or the
Dealer Manager at their respective addresses or telephone numbers set forth
below. Additional copies of the Offer to Purchase, this Letter of Transmittal,
the Notice of Guaranteed Delivery and the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 may be obtained from the
Information Agent or the Dealer Manager or from brokers, dealers, commercial
banks or trust companies.
11. SUBSTITUTE FORM W-9. Each tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify, under penalties of perjury, that such number is correct and
that such stockholder is not subject to backup withholding of Federal income
tax. If a tendering stockholder has been notified by the Internal Revenue
Service that such stockholder is subject to backup withholding, such
stockholder must cross out item (2) of the Certification box of the Substitute
Form W-9, unless such stockholder has since been notified by the Internal
Revenue Service that such stockholder
10
<PAGE>
is no longer subject to backup withholding. Failure to provide the requisite
information on the Substitute Form W-9 may subject the tendering stockholder
to a $50 penalty imposed by the Internal Revenue Service and to 31% Federal
income tax withholding on the payment of the purchase price of all Shares
purchased from such stockholder. If the tendering stockholder has not been
issued a TIN and has applied for one or intends to apply for one in the near
future, such stockholder should write "Applied For" in the space provided for
the TIN in Part I of the Substitute Form W-9, and sign and date the Substitute
Form W-9 and the Certificate of Awaiting Taxpayer Identification Number. If
"Applied For" is written in Part I and the Depositary is not provided with a
TIN by the time of the payment of purchase price to the tendering stockholder
pursuant to the Offer, the Depositary will withhold 31% on such payments. Each
foreign stockholder must complete and submit Form W-8 in order to be exempt
from the 31% Federal income tax backup withholding due on payments with
respect to the Shares.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), TOGETHER WITH
ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY
TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST
BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION OF THE OFFER,
AND EITHER SHARE CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY
THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES
FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE OF
THE OFFER, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE
PROCEDURES FOR GUARANTEED DELIVERY.
11
<PAGE>
IMPORTANT TAX INFORMATION
Under the Federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required by law to provide the Depositary (as payer)
with such stockholder's correct TIN on Substitute Form W-9 below. If such
stockholder is an individual, the TIN is such stockholder's social security
number. If the Depositary is not provided with the correct TIN, the
stockholder may be subject to a $50 penalty imposed by the Internal Revenue
Service and payments that are made to such stockholder with respect to Shares
purchased pursuant to the Offer may be subject to backup withholding of 31%.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a Form W-8, certificate of foreign
status, signed under penalties of perjury, attesting to such individual's
exempt status. A Form W-8 can be obtained from the Depositary. Exempt
stockholders should furnish their TIN, check the box in part 2 of the
Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the
Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions. A
stockholder should consult his or her tax advisor as to such stockholder's
qualification for an exemption from backup withholding and the procedure for
obtaining such exemption.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the stockholder. Backup withholding is not an
additional tax. Rather, the Federal income tax liability of persons subject to
backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct TIN by
completing the form below certifying that (a) the TIN provided on Substitute
Form W-9 is correct (or that such stockholder is awaiting a TIN) and (b) that
(i) such stockholder has not been notified by the Internal Revenue Service
that such stockholder is subject to backup withholding as a result of a
failure to report all interest or dividends or (ii) after being so notified
the Internal Revenue Service has notified such stockholder that such
stockholder is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are in more than one name or are not in the
name of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance
on which number to report. If the tendering stockholder has not been issued a
TIN and has applied for a number or intends to apply for a number in the near
future, the stockholder should write "Applied For" in the space provided for
the TIN in Part I, and sign and date the Substitute Form W-9 and the
Certificate of Awaiting Taxpayer Identification Number. If "Applied For" is
written in Part I and the Depositary is not provided with a TIN by the time of
payment of purchase price pursuant to the Offer, the Depositary will withhold
31% of such payments.
12
<PAGE>
TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS
- -------------------------------------------------------------------------------
PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK, AS DEPOSITARY
- -------------------------------------------------------------------------------
PART 1--Taxpayer
Identification Number--
Please provide your TIN in
the box at right and
certify by signing and
dating below. If awaiting ----------------------
TIN, write "Applied For." Social Security Number
SUBSTITUTE OR
----------------------
Employer identification
FORM W-9 number
DEPARTMENT OF
THE TREASURY --------------------------------------------------------
INTERNAL REVENUE PART 2--For Payees Exempt from Backup Withholding--
SERVICE Check the box if you are NOT subject to backup
withholding. [_]
PAYER'S REQUEST FOR --------------------------------------------------------
TAXPAYER PART 3--CERTIFICATION--UNDER PENALTIES OF PERJURY, I
IDENTIFICATION CERTIFY THAT:
NUMBER (TIN) AND
CERTIFICATION (1) The number shown on this form is my correct
taxpayer identification number (or I am waiting
for a number to be issued to me), and
(2) I am not subject to backup withholding because:
(a) I am exempt from backup withholding, or (b) I
have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup
withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup
withholding.
CERTIFICATE INSTRUCTIONS--You must cross out item 2
above if you have been notified by IRS that you are
currently subject to backup withholding because you
have failed to report all interest and dividends on
your tax return. However, if after being notified by
the IRS that you were subject to backup withholding,
you received another notice indicating that you are
no longer subject to backup withholding, do not cross
out item 2 above.
- -------------------------------------------------------------------------------
SIGNATURE DATE
----------------------------------------- ---------------
- -------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. IN
ADDITION, FAILURE TO PROVIDE SUCH INFORMATION MAY RESULT IN A PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
INSTEAD OF A TIN IN THE SUBSTITUTE FORM W-9
- -------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered
an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security
Administration Office or (b) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a taxpayer
identification number by the time of payment of purchase price pursuant to
the Offer, 31% of all such payments that are made to me will be withheld.
------------------------------------------------- ----------------------
SIGNATURE DATED
- -------------------------------------------------------------------------------
13
<PAGE>
EXHIBIT (a)(3)
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF SHARES OF SERIES A COMMON STOCK AND SERIES C COMMON STOCK
OF
THE TIMES MIRROR COMPANY
TO
TRIBUNE COMPANY
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery (or one substantially in the form
hereof) must be used to accept the Offer (as defined below) if (a)
certificates ("Share Certificates") representing shares of Series A Common
Stock, par value $1 per share (the "Series A Shares"), or shares of Series C
Common Stock, par value $1 per share (the "Series C Shares" and, together with
the Series A Shares, the "Shares"), of The Times Mirror Company, a Delaware
corporation, are not immediately available; (b) time will not permit all
required documents to reach First Chicago Trust Company of New York (the
"Depositary") on or prior to the Expiration Date (as defined in Section 1 of
the Offer to Purchase described below); or (c) the procedure for book-entry
transfer, as set forth in the Offer to Purchase, cannot be completed on a
timely basis. This Notice of Guaranteed Delivery may be delivered by hand or
mail or transmitted by facsimile transmission to the Depositary. See Section 3
of the Offer to Purchase.
The Depositary for the Offer is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
By Mail: By Overnight Delivery: By Hand Delivery:
First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company
of New York of New York of New York
Corporate Actions, Suite 4660 Corporate Actions, Suite 4660 c/o Securities Transfer and
P.O. Box 2569 525 Washington Blvd., 3rd Floor Reporting Services Inc.
Jersey City, NJ 07303-2569 Jersey City, NJ 07310 Attn: Corporate Actions
100 William Street, Galleria
New York, NY 10038
Facsimile Transmission:
(201) 324-3402
or
(201) 324-3403
Confirm Receipt of Facsimile by Telephone:
(201) 222-4707
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER
OTHER THAN AS LISTED ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX IN THE LETTER OF TRANSMITTAL.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Tribune Company, a Delaware corporation,
upon the terms and subject to the conditions set forth in the Offer to
Purchase dated March 21, 2000 (the "Offer to Purchase") and the related Letter
of Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer"), receipt of each of which is hereby acknowledged, the
number of Series A Shares and Series C Shares indicated below pursuant to the
guaranteed delivery procedures set forth in Section 3 of the Offer to
Purchase:
NAME(S) OF RECORD HOLDER(S)
------------------------------------
------------------------------------
------------------------------------
ADDRESS(ES)
------------------------------------
ZIP CODE
------------------------------------
(AREA CODE) TELEPHONE NO.
X __________________________________
X __________________________________
SIGNATURE(S) OF RECORD HOLDER(S)
------------------------------------ ------------------------------------
NUMBER OF SERIES A SHARES NUMBER OF SERIES C SHARES
------------------------------------ ------------------------------------
CERTIFICATE NO.(S) (IF AVAILABLE) CERTIFICATE NO.(S) (IF AVAILABLE)
Indicate account number at Book- Indicate account number at Book-
Entry Transfer Facility if Series A Entry Transfer Facility if Series C
Shares will be tendered by book- Shares will be tendered by book-
entry transfer: entry transfer:
------------------------------------ ------------------------------------
ACCOUNT NUMBER ACCOUNT NUMBER
DATED: ______________ , 2000 DATED: ______________ , 2000
2
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings
association or other entity that is a member in good standing of the
Securities Transfer Agents Medallion Program (an "Eligible Institution"),
hereby (a) represents that the above named person(s) "own(s)" the Shares
tendered hereby within the meaning of Rule 14e-4 of the Securities Exchange
Act of 1934, as amended ("Rule 14e-4"), (b) represents that such tender of
Shares complies with Rule 14e-4 and (c) guarantees delivery to the
Depositary, at one of its addresses set forth above, of either the Share
Certificates evidencing all Shares tendered hereby in proper form for
transfer, or confirmation of the book-entry transfer of Shares into the
Depositary's account at The Depository Trust Company, in either case
together with delivery of a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) with any required signature guarantee,
or an Agent's Message (as defined in the Offer to Purchase) in connection
with a book-entry delivery, and any other documents required by the Letter
of Transmittal, within three New York Stock Exchange trading days after the
date of execution of this Notice of Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
Share Certificates to the Depositary within the time period indicated
herein. Failure to do so may result in financial loss to such Eligible
Institution.
_______________________________________ X ____________________________________
NAME OF FIRM AUTHORIZED SIGNATURE
-------------------------------------- --------------------------------------
ADDRESS NAME (PLEASE PRINT OR TYPE)
-------------------------------------- --------------------------------------
ZIP CODE TITLE
-------------------------------------- DATED: ________________________ , 2000
(AREA CODE) TELEPHONE NO.
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL
3
<PAGE>
EXHIBIT (a)(4)
World Financial Center
North Tower
New York, New York
[LOGO] 10281-1305
MERRILL LYNCH & CO. (212) 236-3790 (Call
Collect)
OFFER TO PURCHASE FOR CASH
UP TO A TOTAL OF 28 MILLION SHARES OF SERIES A COMMON STOCK AND SERIES C
COMMON STOCK
OF
THE TIMES MIRROR COMPANY
AT
$95 NET PER SHARE
BY
TRIBUNE COMPANY
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, EASTERN TIME, ON MONDAY, APRIL 17, 2000,
UNLESS THE OFFER IS EXTENDED.
March 21, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Tribune Company, a Delaware corporation
("Tribune"), to act as Dealer Manager in connection with Tribune's offer to
purchase up to a total of 28 million shares of Series A Common Stock, par
value $1 per share (the "Series A Shares"), and Series C Common Stock, par
value $1 per share (the "Series C Shares" and, together with the Series A
Shares, the "Shares"), of The Times Mirror Company, a Delaware corporation
(the "Company"), at a purchase price of $95 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated March 21, 2000 (the "Offer to Purchase") and in
the related Letter of Transmittal (which, as amended or supplemented from time
to time, together constitute the "Offer") enclosed herewith.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee.
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not properly withdrawn prior to the expiration of the Offer at
least 15 million Shares on the date of purchase and (ii) the expiration or
termination of any applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended. The Offer is also subject to
the other conditions set forth in the Offer to Purchase. See Section 14 of the
Offer to Purchase.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER,
THE MERGER (AS DEFINED BELOW), AND THE MERGER AGREEMENT (AS DEFINED BELOW),
DETERMINED THAT THE TERMS OF EACH ARE ADVISABLE,
<PAGE>
FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY, AND
RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS WHO DESIRE CASH FOR THEIR SHARES
TENDER THEIR SHARES PURSUANT TO THE OFFER.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of March 13, 2000 (the "Merger Agreement"), between Tribune and the
Company, pursuant to which, following the consummation of the Offer and in
accordance with the Delaware General Corporation Law, and subject to the
satisfaction or waiver of certain conditions, including approval of
stockholders of Tribune and the Company, the Company will be merged with and
into Tribune (the "Merger"), with Tribune continuing as the surviving
corporation. In the Merger, subject to the next sentence, each Share will be
converted into 2.5 shares of common stock, no par value, of Tribune (together
with the associated preferred share purchase rights). In addition, if fewer
than 28 million Shares are purchased in the Offer, Tribune may purchase Shares
for cash in the open market following the Offer, or the Company's stockholders
may elect to receive $95 in cash for each of their Shares in the Merger up to
the balance of the 28 million Shares.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Offer to Purchase dated March 21, 2000.
2. The Letter of Transmittal for your use to tender Shares and for the
information of your clients. Facsimile copies of the Letter of Transmittal
may be used to tender Shares.
3. A printed form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer.
4. The Notice of Guaranteed Delivery for Shares to be used to accept the
Offer if certificates for Shares ("Share Certificates") and all other
required documents are not immediately available or cannot be delivered to
First Chicago Trust Company of New York (the "Depositary") by the
Expiration Date (as defined in the Offer to Purchase) or if the procedure
for book-entry transfer cannot be completed by the Expiration Date.
5. A letter to stockholders from Mark H. Willes, the Chairman of the
Board of Directors of the Company accompanied by the Company's
Solicitation/Recommendation Statement on Schedule 14D-9.
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
7. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER, PRORATION PERIOD AND
WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON MONDAY,
APRIL 17, 2000, UNLESS THE OFFER IS EXTENDED.
In order to accept the Offer, a duly executed and properly completed Letter
of Transmittal and any required signature guarantees, or an Agent's Message
(as defined in the Offer to Purchase) in connection with a book-entry delivery
of Shares, and any other required documents should be sent to the Depositary
and either Share Certificates representing the tendered Shares should be
delivered to the Depositary, or Shares should be tendered by book-entry
transfer into the Depositary's account maintained at the Book Entry Transfer
Facility (as described in the Offer to Purchase), all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their Share Certificates or other required documents on or prior to
the Expiration Date or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures specified in Section 3 of the Offer to Purchase.
2
<PAGE>
Tribune will not pay any commissions or fees to any broker, dealer or other
person (other than the Information Agent) for soliciting tenders of Shares
pursuant to the Offer. Tribune will, however, upon request, reimburse you for
customary clerical and mailing expenses incurred by you in forwarding any of
the enclosed materials to your clients. Tribune will pay or cause to be paid
any stock transfer taxes applicable to its purchase of Shares pursuant to the
Offer, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed material may be obtained from, the
Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth on the back cover of the Offer to Purchase.
Very truly yours,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF TRIBUNE, THE COMPANY, THE DEALER MANAGER, THE
DEPOSITARY OR THE INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
3
<PAGE>
EXHIBIT (a)(5)
OFFER TO PURCHASE FOR CASH
UP TO A TOTAL OF 28 MILLION SHARES OF SERIES A COMMON STOCK AND SERIES C
COMMON STOCK
OF
THE TIMES MIRROR COMPANY
AT
$95 NET PER SHARE
BY
TRIBUNE COMPANY
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, EASTERN TIME, ON MONDAY, APRIL 17, 2000, UNLESS THE OFFER IS
EXTENDED.
March 21, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated March 21,
2000 (the "Offer to Purchase") and the related Letter of Transmittal (which,
as amended or supplemented from time to time, together constitute the "Offer")
in connection with the offer by Tribune Company, a Delaware corporation
("Tribune"), to purchase up to a total of 28 million shares of Series A Common
Stock, par value $1 per share (the "Series A Shares"), and Series C Common
Stock, par value $1 per share (the "Series C Shares" and, together with the
Series A Shares, the "Shares"), of The Times Mirror Company, a Delaware
corporation (the "Company"), at a purchase price of $95 per Share, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase and in the related Letter of Transmittal
enclosed herewith. Holders of Shares whose certificates for such Shares (the
"Share Certificates") are not immediately available, or who cannot deliver
their Share Certificates and all other required documents to First Chicago
Trust Company of New York (the "Depositary") on or prior to the Expiration
Date (as defined in the Offer to Purchase), or who cannot complete the
procedures for book-entry transfer on a timely basis, must tender their Shares
according to the guaranteed delivery procedures set forth in Section 3 of the
Offer to Purchase.
WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER
OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US
FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all Shares held by us for your account pursuant
to the terms and conditions set forth in the Offer.
Please note the following:
1. The tender price is $95 per Share, net to you in cash, without
interest, upon the terms and subject to the conditions set forth in the
Offer.
<PAGE>
2. The Offer is being made for up to 28 million Shares. If more than 28
million Shares are tendered, Tribune will purchase 28 million of such
tendered Shares on a pro rata basis.
3. The Board of Directors of the Company has unanimously approved the
Offer, the Merger (as defined below), and the Merger Agreement (as defined
below), determined that the terms of each are advisable, fair to, and in
the best interests of, the stockholders of the Company, and recommends that
the Company's stockholders who desire cash for their Shares tender their
Shares pursuant to the Offer.
4. The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of March 13, 2000 (the "Merger Agreement"), between Tribune and
the Company, pursuant to which, following the consummation of the Offer and
in accordance with the Delaware General Corporation Law, and subject to the
satisfaction or waiver of certain conditions, including approval of the
stockholders of Tribune and the Company, the Company will be merged with
and into Tribune (the "Merger"), with Tribune continuing as the surviving
corporation. In the Merger, subject to the next sentence, each Share will
be converted into 2.5 shares of common stock, no par value, of Tribune
(together with the associated preferred share purchase rights). In
addition, if fewer than 28 million Shares are purchased in the Offer,
Tribune may purchase Shares for cash in the open market following the
Offer, or the Company's stockholders may elect to receive $95 in cash for
each of their Shares in the Merger up to the balance of the 28 million
Shares.
5. The Offer is conditioned upon, among other things, (i) there being
validly tendered and not properly withdrawn prior to the expiration date of
the Offer at least 15 million Shares on the date of purchase and (ii) the
expiration or termination of any applicable waiting periods under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Offer is
also subject to the other conditions set forth in the Offer to Purchase.
See the Introduction and Section 14 of the Offer to Purchase.
6. Any stock transfer taxes applicable to the sale of Shares to Tribune
pursuant to the Offer will be paid by Tribune, except as otherwise provided
in Instruction 6 of the Letter of Transmittal.
7. The Offer, proration period and withdrawal rights will expire at
12:00 Midnight, Eastern time, on Monday, April 17, 2000, unless the Offer
is extended.
8. Payment for Shares purchased pursuant to the Offer will in all cases
be made only after timely receipt by the Depositary of (a) Share
Certificates or timely confirmation of the book-entry transfer of such
Shares into the account maintained by the Book-Entry Transfer Facility (as
described in the Offer to Purchase), pursuant to the procedures set forth
in Section 3 of the Offer to Purchase, (b) the Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees or an Agent's Message (as defined in the Offer to
Purchase), in connection with a book-entry delivery and (c) any other
documents required by the Letter of Transmittal. Accordingly, payment may
not be made to all tendering stockholders at the same time, depending upon
when Share Certificates or confirmations of book-entry transfer of such
Shares into the Depositary's account at the Book-Entry Transfer Facility
are actually received by the Depositary.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and
returning to us the instruction form set forth on the back page of this
letter. If you authorize the tender of your Shares, all such Shares will be
tendered unless otherwise specified on the back page of this letter. An
envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS
SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON
YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
Tribune is not aware of any state where the making of the Offer is
prohibited by administrative or judicial action pursuant to any valid state
statute. If Tribune becomes aware of any valid state statute prohibiting the
making of the Offer or the acceptance of the Shares pursuant thereto, Tribune
will make a good faith effort to comply with such statute or seek to have such
statute declared inapplicable to the Offer. If, after such good faith
2
<PAGE>
effort, Tribune cannot comply with such state statute, the Offer will not be
made to (nor will tenders be accepted from or on behalf of) holders of Shares
in such state. In any jurisdiction where the securities, "blue sky" or other
laws require the Offer to be made by a licensed broker or dealer, the Offer
shall be deemed to be made on behalf of Tribune by Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the Dealer Manager), or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
3
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
UP TO A TOTAL OF 28 MILLION SHARES OF SERIES A COMMON STOCK AND
SERIES C COMMON STOCK
OF
THE TIMES MIRROR COMPANY
BY
TRIBUNE COMPANY
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer
to Purchase dated March 21, 2000 (the "Offer to Purchase") and the related
Letter of Transmittal (which, as amended or supplemented from time to time,
together constitute the "Offer") in connection with the offer by Tribune
Company, a Delaware corporation ("Tribune"), to purchase up to a total of 28
million shares of Series A Common Stock, par value $1 per share (the "Series A
Shares"), and Series C Common Stock, par value $1 per share (the "Series C
Shares" and, together with the Series A Shares, the "Shares"), of The Times
Mirror Company, a Delaware corporation, at a purchase price of $95 per Share,
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer.
This will instruct you to tender to Tribune the number of Shares indicated
below (or if no number is indicated below, all Shares) which are held by you
for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
Number of Series A Shares to be Tendered: Shares*
Number of Series C Shares to be Tendered: Shares*
___________________________________________________________________________
SIGN BELOW
Account Number: Signature(s) ______________________________
Dated: , 2000
___________________________________________________________________________
PLEASE TYPE OR PRINT NAME(S)
___________________________________________________________________________
PLEASE TYPE OR PRINT ADDRESS(ES) HERE
___________________________________________________________________________
AREA CODE AND TELEPHONE NUMBER(S)
___________________________________________________________________________
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER(S)
---------
* Unless otherwise indicated, it will be assumed that you instruct us to
tender all such Shares held by us for your account.
4
<PAGE>
EXHIBIT (a)(6)
TRIBUNE COMPANY COMMENCES TENDER OFFER FOR COMMON STOCK OF THE TIMES MIRROR
COMPANY
CHICAGO, Tues., March 21, 2000--Tribune Company today said that it has
commenced its previously announced cash tender offer to acquire up to 28
million shares of The Times Mirror Company common stock for $95 per share.
The tender offer is scheduled to expire at 12:00 midnight (EST) on Mon.,
April 17, 2000, unless extended. The tender offer is being made pursuant to an
Agreement and Plan of Merger entered into between Tribune and Times Mirror on
March 13, 2000. The tender offer is subject to certain customary conditions,
including obtaining clearance of the transaction under federal antitrust laws.
Following completion of the tender offer, Tribune and Times Mirror will
merge--subject to satisfaction of certain conditions, including approval of
Tribune and Times Mirror shareholders--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.
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 this tender offer are set forth in an offer to purchase and
related letter of transmittal, which are being filed today 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: INVESTOR CONTACT:
Katherine Sopranos Ruthellyn Musil
312/222-4204 (Office) 312/222-3787 (Office)
312/222-1573 (Fax) 312/222-1573 (Fax)
[email protected] [email protected]
<PAGE>
EXHIBIT (a)(7)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE FOR THE
PAYEE (YOU) TO GIVE THE PAYER. --Social Security numbers have nine digits
separated by two hyphens: i.e., 000-00-0000. Employer identification numbers
have nine digits separated by only one hyphen: i.e., 00-0000000. The table
below will help determine the number to give the payer. All "Section"
references are to the Internal Revenue Code of 1986, as amended. "IRS" is the
Internal Revenue Service.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GIVE THE NAME AND
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF --
- ------------------------------------------------------------------------------
<S> <C>
1. Individual The individual
2. Two or more individuals (joint account) The actual owner
of the account
or, if combined
funds, the first
individual on
the account(1)
3. Custodian account of a minor (Uniform Gift to Minors The minor(2)
Act)
4. a. A usual revocable savings trust (grantor is also The grantor-
trustee) trustee(1)
b. So-called trust account that is The actual
not a legal or valid trust under state law owner(1)
5. Sole proprietorship The owner(3)
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GIVE THE NAME AND
EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF --
- ---------------------------------------------------------------------------------
<S> <C>
6. Sole proprietorship The owner(3)
7. A valid trust, estate, or pension trust The legal
entity(4)
8. Corporate The corporation
9. Association, club, religious charitable, educational, or The organization
other tax-exempt organization
10. Partnership The partnership
11. A broker or registered nominee The broker or
nominee
12. Account with the Department of Agriculture in the name of The public
a public entity (such as a state or local government, school entity
district, or prison) that receives agricultural program
payments
</TABLE>
- -------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business
or "doing business as" name. You may use either your social security
number or your employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not
designated in the account title.)
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number, obtain Form SS-5,
Application for a Social Security Card at the local Social Security
Administration office, or Form SS-4, Application for Employer Identification
Number, by calling 1 (800) TAX-FORM, and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from withholding include:
. An organization exempt from tax under Section 501(a), an individual
retirement account (IRA), or a custodial account under Section 403(b)(7),
if the account satisfies the requirements of Section 401(f)(2).
. The United States or a state thereof, the District of Columbia, a
possession of the United States, or a political subdivision or wholly-
owned agency or instrumentality of any one or more of the foregoing.
. An international organization or any agency or instrumentality thereof.
. A foreign government and any political subdivision, agency or
instrumentality thereof.
Payees that may be exempt from backup withholding include:
. A corporation.
. A financial institution.
. A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
. A real estate investment trust.
. A common trust fund operated by a bank under Section 584(a).
. An entity registered at all times during the tax year under the Investment
Company Act of 1940.
. A middleman known in the investment community as a nominee or custodian.
. A futures commission merchant registered with the Commodity Futures
Trading Commission.
. A foreign central bank of issue.
. A trust exempt from tax under Section 664 or described in Section 4947.
Payments of dividends and patronage dividends generally exempt from backup
withholding include:
. Payments to nonresident aliens subject to withholding under Section 1441.
. Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
. Payments of patronage dividends not paid in money.
. Payments made by certain foreign organizations.
. Section 404(k) distributions made by an ESOP.
Payments of interest generally exempt from backup withholding include:
. Payments of tax-exempt interest (including exempt-interest dividends under
Section 852).
. Payments described in Section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under Section 1451.
. Payments made by certain foreign organizations.
Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see Sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A and 6050N and the regulations thereunder.
EXEMPT PAYEES SHOULD COMPLETE A SUBSTITUTE FORM W-9 TO AVOID POSSIBLE
ERRONEOUS BACKUP WITHHOLDING. Furnish your taxpayer identification number,
write "EXEMPT" on the form, sign and date the form and return it to the payer.
PRIVACY ACT NOTICE.--Section 6109 requires you to provide your correct
taxpayer identification number to payers who must report the payments to the
IRS. The IRS uses the numbers for identification purposes and to help verify
the accuracy of your return and may also provide this information to various
government agencies for tax enforcement or litigation purposes. Payers must be
given the numbers whether or not recipients are required to file tax returns.
Payers must generally withhold 31% of taxable interest, dividend, and certain
other payments to a payee who does not furnish a taxpayer identification
number to a payer. Certain penalties may also apply.
PENALTIES
(1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to furnish
your taxpayer identification number to a payer, you are subject to a penalty
of $50 for each such failure unless your failure is due to reasonable cause
and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
<PAGE>
EXHIBIT (a)(8)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is made
solely by the Offer to Purchase, dated March 21, 2000, and the related Letter
of Transmittal (and any amendments or supplements thereto), and is being made
to all holders of Shares. Tribune (as defined below) is not aware of any state
where the making of the Offer is prohibited by administrative or judicial
action pursuant to any valid state statute. If Tribune becomes aware of any
valid state statute prohibiting the making of the Offer or the acceptance of
the Shares pursuant thereto, Tribune will make a good faith effort to comply
with such statute or seek to have such statute declared inapplicable to the
Offer. If, after such good faith effort, Tribune cannot comply with such state
statute, the Offer will not be made to (nor will tenders be accepted from or on
behalf of) holders of Shares in such state. In any jurisdiction where the
securities, "blue sky" or other laws require the Offer to be made by a licensed
broker or dealer, the Offer will be deemed to be made on behalf of Tribune by
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Dealer Manager"), or
one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
UP TO A TOTAL OF 28 MILLION SHARES OF SERIES A COMMON STOCK
AND SERIES C COMMON STOCK
OF
THE TIMES MIRROR COMPANY
AT
$95 NET PER SHARE
BY
TRIBUNE COMPANY
Tribune Company, a Delaware corporation ("Tribune"), hereby offers to
purchase up to a total of 28 million shares of Series A Common Stock, par value
$1 per share (the "Series A Shares"), and Series C Common Stock, par value $1
per share (the "Series C Shares," and together with the Series A Shares, the
"Shares"), of The Times Mirror Company, a Delaware corporation (the "Company"),
at a purchase price of $95 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated March 21, 2000 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, as amended or supplemented from time to time,
together constitute the "Offer"). The Offer, as the first step in the
acquisition of the Company, is intended to facilitate the acquisition of all of
the Shares by Tribune.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, EASTERN TIME ON MONDAY, APRIL 17, 2000, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT
LEAST 15 MILLION SHARES ON THE DATE OF PURCHASE (THE "MINIMUM CONDITION") AND
(II) THE EXPIRATION OR TERMINATION OF ANY APPLICABLE WAITING PERIODS UNDER THE
HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED. THE OFFER IS
ALSO SUBJECT TO THE OTHER CONDITIONS SET FORTH IN THE OFFER TO PURCHASE. SEE
SECTION 14 OF THE OFFER TO PURCHASE.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER,
THE MERGER (AS DEFINED BELOW), AND THE MERGER AGREEMENT (AS DEFINED BELOW),
DETERMINED THAT THE TERMS OF EACH ARE ADVISABLE, FAIR TO, AND IN THE BEST
INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY, AND RECOMMENDS THAT THE
COMPANY'S STOCKHOLDERS WHO DESIRE CASH AT THIS TIME FOR THEIR SHARES ACCEPT THE
OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
<PAGE>
To the extent that more than 28 million Shares are tendered in the Offer,
Tribune will purchase 28 million of such Shares on a pro rata basis (with
appropriate adjustments to avoid purchase of fractional shares) based on the
number of Shares properly tendered by each stockholder prior to or on the
Expiration Date (as defined below), and not withdrawn.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of March 13, 2000 (the "Merger Agreement"), between Tribune and the Company,
pursuant to which, following the consummation of the Offer and in accordance
with the Delaware General Corporation Law, and subject to the satisfaction or
waiver of certain conditions, including approval of stockholders of Tribune and
the Company, the Company will be merged with and into Tribune (the "Merger"),
with Tribune continuing as the surviving corporation. At the effective time of
the Merger (the "Effective Time"), subject to the next sentence, each Share
issued and outstanding immediately prior to the Effective Time (other than any
Shares held by the Company, Tribune or any wholly owned subsidiary of Tribune,
and other than Shares, if any, held by stockholders who validly perfect
appraisal rights which may be available under Delaware law with respect to the
Series C Shares) will be converted into the right to receive 2.5 shares of
common stock, no par value, of Tribune (together with the associated preferred
share purchase rights). In addition, if fewer than 28 million Shares are
purchased in the Offer, Tribune may purchase Shares for cash in the open market
following the Offer, or the Company's stockholders may elect to receive $95 in
cash for each Share in the Merger up to the balance of the 28 million Shares.
The Merger Agreement is more fully described in the Offer to Purchase.
For purposes of the Offer, Tribune will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered to Tribune and not
properly withdrawn if, as and when Tribune gives oral or written notice to
First Chicago Trust Company of New York, the depositary for the Offer (the
"Depositary"), of Tribune's acceptance of such Shares for payment pursuant to
the Offer. In all cases, upon the terms and subject to the conditions of the
Offer, payment for Shares purchased pursuant to the Offer will be made by
deposit of the purchase price therefor with the Depositary, which will act as
agent for tendering stockholders for the purpose of receiving payment from
Tribune and transmitting payment to validly tendering stockholders. Under no
circumstances will interest on the purchase price for Shares be paid by
Tribune, regardless of any extension of the Offer or any delay in making such
payment. In all cases, payment for Shares accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (i)
certificates representing Shares (the "Share Certificates") or timely
confirmation of the book-entry transfer of such Shares into the Depositary's
account at The Depository Trust Company ("DTC") pursuant to the procedures set
forth in Section 3 of the Offer to Purchase, (ii) the Letter of Transmittal (or
a facsimile thereof), delivered with the Offer to Purchase, properly completed
and duly executed, with any required signature guarantees or an Agent's Message
(as defined in the Offer to Purchase) in connection with a book-entry transfer
of Shares and (iii) any other documents required by the Letter of Transmittal.
Tribune has agreed in the Merger Agreement not to extend the period of time
during which the Offer is open without the consent of the Company, provided
that Tribune may, without the Company's consent, extend the Offer from time to
time, but in no event for more than 20 days, if at the then-scheduled
Expiration Date (as defined below) any of the conditions specified in Section
14 of the Offer to Purchase has not been satisfied or earlier waived, and
thereby delay acceptance for payment of and payment for any Shares, by giving
oral or written notice of such extension to the Depositary. Any such extension
will be followed as promptly as practicable by public announcement thereof, and
such announcement will be made no later than 9:00 a.m., eastern time, on the
next business day after the previously scheduled Expiration Date. During any
such extension, all Shares previously tendered and not properly withdrawn will
remain subject to the Offer, subject to the right of a tendering stockholder to
withdraw such stockholder's Shares. The term "Expiration Date" means 12:00
midnight, eastern time, on Monday, April 17, 2000, unless and until Tribune,
subject to the terms of the Merger Agreement, shall have further extended the
period of time for which the Offer is open, in which event the term "Expiration
Date" shall mean the time and date at which the Offer, as so extended by
Tribune, shall expire.
Tenders of Shares made pursuant to the Offer are irrevocable, except that
Shares tendered pursuant to the Offer may be withdrawn at any time on or prior
to the Expiration Date. In order for a withdrawal to be effective, a written
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<PAGE>
or facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover of the Offer to
Purchase. Any such notice of withdrawal must specify the name of the person who
tendered the Shares to be withdrawn, the number of Shares to be withdrawn, and
(if Share Certificates have been tendered) the name of the registered holder of
the Shares as set forth in the Share Certificate, if different from that of the
person who tendered such Shares. If Share Certificates evidencing Shares to be
withdrawn have been delivered or otherwise identified to the Depositary, then
prior to the physical release of such certificates, unless the Shares have been
tendered by an Eligible Institution (as defined in the Offer to Purchase), the
tendering stockholder must submit the serial numbers shown on the particular
certificates evidencing the Shares to be withdrawn and the signature on the
notice of withdrawal must be guaranteed by an Eligible Institution. If Shares
have been tendered pursuant to the procedures for book-entry transfer as set
forth in Section 3 of the Offer to Purchase, any notice of withdrawal must also
specify the name and number of the account at DTC to be credited with the
withdrawn Shares and otherwise comply with DTC's procedures, in which case a
notice of withdrawal will be effective if delivered to the Depositary by any
method of delivery described in this paragraph. Withdrawals of Shares may not
be rescinded, and any Shares properly withdrawn will thereafter be deemed not
validly tendered for purposes of the Offer, but may be tendered at any
subsequent time prior to the Expiration Date by following any of the procedures
described in Section 3 of the Offer to Purchase. All questions as to the form
and validity (including time of receipt) of notices of withdrawal will be
determined by Tribune, in its sole discretion, whose determination shall be
final and binding.
THE OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES FOR ANY MEETING OF
THE STOCKHOLDERS OF THE COMPANY OR ANY OFFER TO SELL OR SOLICITATION OF OFFERS
TO BUY TRIBUNE COMMON STOCK OR OTHER SECURITIES. ANY SUCH SOLICITATION WILL BE
MADE ONLY PURSUANT TO SEPARATE PROXY MATERIALS PURSUANT TO THE REQUIREMENTS OF
SECTION 14 (a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"EXCHANGE ACT") AND ANY SUCH OFFER WILL BE MADE ONLY THROUGH A REGISTRATION
STATEMENT AND PROSPECTUS PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, AS AMENDED, WHICH PROSPECTUS WILL ALSO CONSTITUTE A PROXY STATEMENT FOR
THE MEETING OF THE STOCKHOLDERS OF THE COMPANY RELATING TO THE MERGER.
Tribune has agreed not to provide a subsequent offering period during which
the Company's stockholders who do not tender in the Offer would have another
opportunity to tender at the same price. Those stockholders will have to wait
until the Merger is completed to receive Tribune stock and/or cash
consideration.
The information required to be disclosed pursuant to Rule 14d-6(d)(1) of the
General Rules and Regulations under the Exchange Act is contained in the Offer
to Purchase, and is incorporated herein by reference.
The Company has provided Tribune with the Company's stockholder list and
security position listings for the purpose of disseminating the Offer to
holders of Shares. The Offer to Purchase and the related Letter of Transmittal
and, if required, other relevant materials will be mailed to record holders of
Shares whose names appear on the stockholder list, and will be furnished to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the stockholder list or who
are listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE OFFER.
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<PAGE>
Questions and requests for assistance may be directed to the Dealer Manager
or the Information Agent at their respective telephone numbers and addresses
listed below. Additional copies of the Offer to Purchase, the Letter of
Transmittal, the Notice of Guaranteed Delivery and other tender offer materials
may be obtained at Tribune's expense from the Information Agent. Tribune will
not pay any fees or commissions to any broker, dealer or other person other
than the Information Agent for soliciting tenders of Shares pursuant to the
Offer.
The Information Agent for the offer is:
GEORGESON
SHAREHOLDER
COMMUNICATIONS, INC.
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
World Financial Center
North Tower
New York, New York 10281-1305
(212) 236-3790 (Call Collect)
March 21, 2000
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<PAGE>
EXHIBIT (d)(3)
TRIBUNE COMPANY
March 13, 2000
The Chandler Trusts
Pasadena, California
Reference is made to the Agreement and Plan of Merger dated March 13, 2000
between Tribune Company and The Times Mirror Company. Tribune Company will pay
or reimburse the fees and expenses of financial, legal and other advisers to
the Chandler Trusts, in an aggregate amount not exceeding $25 million,
incurred in connection with the transactions contemplated by that merger
agreement.
Very truly yours,
Tribune Company
By: /s/ Crane H. Kenney
----------------------------------
Its: General Counsel & VP
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