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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
THE TIMES MIRROR COMPANY
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(Name of Issuer)
Series A Common Stock, $0.01 Par Value
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(Title of Class of Securities)
887364107
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(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 19, 1995
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /x/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 10 Pages
Exhibit Index: Page 9
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SCHEDULE 13D
CUSIP NO. 887364107 PAGE 2 OF 10 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in his capacity as the sole proprietor of Soros
Fund Management and in his capacity as a general partner of
Lupa Family Partners)
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 5,871,900
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 5,871,900
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,871,900
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
13 Percent of Class Represented By Amount in Row (11)
7.28%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 3 OF 10 PAGES
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of Series A Common
Stock, $0.01 par value (the "Series A Shares"), of The Times Mirror Company (the
"Issuer"). The address of the principal executive offices of the Issuer is
Times Mirror Square, Los Angeles, California 90053. This statement on Schedule
13D is being filed by the Reporting Person (as defined below) to report a recent
transaction in the Series A Shares as a result of which the Reporting Person may
be deemed the beneficial owner of in excess of 5% of the outstanding Series A
Shares.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed on behalf of Mr. George Soros (the
"Reporting Person") (i) in his capacity as one of the two general partners of
Lupa Family Partners ("Lupa") and (ii) in his capacity as the sole proprietor of
an investment advisory firm conducting business under the name Soros Fund
Management ("SFM"). This statement on Schedule 13D relates to Series A Shares
held for the account of Lupa and Quantum Partners LDC, a Cayman Islands exempted
limited duration company ("Quantum Partners"), which has granted investment
discretion to SFM pursuant to an investment advisory contract.
Lupa is a New York limited partnership which is primarily engaged in
securities investment. Lupa has its principal office at 888 Seventh Avenue,
33rd Floor, New York, New York 10106. In his capacity as a general partner,
the Reporting Person exercises shared voting and dispositive power with respect
to securities held for the account of Lupa. The other general partner of Lupa
is Mr. Paul Soros, the Reporting Person's brother, who does not normally
exercise dispositive or voting power over the investments held by Lupa. Paul
Soros is a United States citizen who is the founder and former president of
Soros Associates, an international engineering firm. Paul Soros has his
principal office at 888 Seventh Avenue, New York, New York 10106.
SFM is a sole proprietorship of which the Reporting Person is the sole
proprietor. SFM has its principal office at 888 Seventh Avenue, 33rd Floor, New
York, New York 10106. Its sole business is to serve, pursuant to contract, as
the principal investment manager to several foreign investment companies,
including Quantum Partners. Quantum Partners has its principal office at Kaya
Flamboyan 9, Curacao, Netherland Antilles. SFM's contract with Quantum Partners
(the "SFM Contract") provides that SFM is responsible for designing and
implementing Quantum Partners' overall investment strategy; for conducting
direct portfolio management strategies to the extent that SFM determines that
it is appropriate to utilize its own portfolio management capabilities; for
selecting, evaluating and monitoring other investment advisors who manage
separate portfolios on behalf of Quantum Partners; and for allocating and
reallocating the Quantum Partners' assets among the outside managers and
itself.
The principal occupation of the Reporting Person, a U.S. citizen, is
his direction of the activities of SFM, which is carried out in his capacity as
the sole proprietor of SFM at SFM's principal office. Information concerning
the identity and background of the Managing Directors of SFM is set forth in
Annex A hereto and incorporated by reference in response to this Item 2.
Pursuant to regulations promulgated under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act"), (i) the Reporting
Person, by reason of his position as a general partner of Lupa, may be deemed
the beneficial owner of securities, including the Series A Shares, held by Lupa
and (ii) the Reporting Person (as the sole proprietor and the person ultimately
in control of SFM) may be deemed a beneficial owner of securities, including the
Series A Shares, held for the account of Quantum Partners as a result of the
contractual authority of SFM to exercise investment discretion with respect to
such securities.
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PAGE 4 OF 10 PAGES
During the past five years, none of the Reporting Person, Lupa, Quantum
Partners and any other person identified in response to this Item 2 has been (a)
convicted in a criminal proceeding, or (b) a party to any civil proceeding as a
result of which he has been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Quantum Partners expended $71,965,922.40 of its working capital to
purchase the Series A Shares which are reported herein as having been purchased
for its account over the last 60 days.
The Series A Shares held for the accounts of Quantum Partners and Lupa
may be held through margin accounts maintained with Arnhold and S. Bleichroeder,
Inc. or other brokers, which extend margin credit as and when required to open
or carry positions in its margin accounts, subject to applicable federal margin
regulations, stock exchange rules and such firm's credit policies. The
positions held in the margin accounts, including the Series A Shares, are
pledged as collateral security for the repayment of debit balances in the
respective accounts.
ITEM 4. PURPOSE OF TRANSACTION.
All of the Series A Shares reported herein as having been acquired for
the accounts of Quantum Partners and Lupa were acquired for investment purposes.
Neither the Reporting Person, nor, to the best of his knowledge, any of the
other individuals identified in response to Item 2, has any plans or proposals
which relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person
reserves the right to acquire additional securities of the Issuer, to dispose of
such securities at any time or to formulate other purposes, plans or proposals
regarding the Issuer or any of its securities, to the extent deemed advisable in
light of general investment and trading policies, market conditions or other
factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Series A Shares of which the Reporting
Person may be deemed a beneficial owner is 5,871,900, representing approximately
7.28% of the total Series A Shares outstanding (based upon 80,614,598 Series A
Shares outstanding as reported in the Issuer's Form 10-Q dated November 9,
1995). The Series A Shares for which the Reporting Person may be deemed the
beneficial owner comprise 5,347,500 Series A Shares held for the account of
Quantum Partners and 524,400 Shares held for the account of Lupa.
Stanley Druckenmiller, a Managing Director of SFM, also serves as
President and Chairman of the Board of Directors of Priority Investment
Management Inc. ("Priority"), a registered investment adviser. Accounts of
investment advisory clients over which Priority exercises investment discretion
hold 918,700 Series A Shares, representing approximately 1.14% of the total
Series A Shares outstanding. By reason of his position with Priority, Mr.
Druckenmiller may be deemed to be a beneficial owner, for purposes of Rule 13d-3
under the Act, of all such Series A Shares held by clients of Priority. The
Reporting Person expressly disclaims beneficial ownership of any Series A Shares
not held directly by Quantum Partners or Lupa.
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PAGE 5 OF 10 PAGES
(b) (i) Pursuant to the terms of the contract between Quantum
Partners and SFM, the Reporting Person may be deemed to have sole power to
direct the voting and disposition of the Series A Shares held for the account of
Quantum Partners.
(ii) By virtue of his position as a general partner of Lupa,
the Reporting Person may be deemed to have sole power to direct the voting and
disposition of the Series A Shares held for the account of Lupa.
(c) Except for the transactions listed in Annex B hereto, there
have been no transactions in the Series A Shares during the past 60 days for
the accounts of Quantum Partners, Lupa or the Reporting Person.
(d) (i) The shareholders of Quantum Partners have the right to
participate in the receipt of dividends from, or proceeds for the sale of,
securities, including the Series A Shares, held by Quantum Partners in
accordance with their ownership interests in Quantum Partners.
(ii) The partners of Lupa have the right to participate in the
receipt of dividends from, or proceeds for the sale of, securities, including
the Series A Shares, held by Lupa in accordance with their ownership interests
in Quantum Partners.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN RELATIONSHIP WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person does not have any contracts, arrangements,
understandings or relationships with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Power of Attorney dated July 27, 1995 granted by Mr. George
Soros in favor of Mr. Michael C. Neus.
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PAGE 6 OF 10 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: December 20, 1995 GEORGE SOROS
By: /s/ Michael C. Neus
-----------------------------------
Michael C. Neus
Attorney-in-Fact
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PAGE 7 OF 10 PAGES
ANNEX A
The following is a list of all of the persons who serve as
Managing Directors of Soros Fund Management ("SFM"):
Scott K. H. Bessent
Walter Burlock
Stanley Druckenmiller
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Donald H. Krueger
Elizabeth Larson
Jay Misra
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106.
During the past five years, none of the above-listed persons has been (i)
convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a
result of which any such persons has been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violations with
respect to such laws.
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PAGE 8 OF 10 PAGES
ANNEX B
RECENT TRANSACTIONS IN THE SERIES A COMMON SHARES OF
THE TIMES MIRROR COMPANY
<TABLE>
<CAPTION>
FOR THE ACCOUNT OF DATE OF PURCHASE NATURE OF NUMBER PRICE
- ------------------ ---------------- TRANSACTION OF SHARES PER SHARE
----------- --------- ---------
<S> <C> <C> <C> <C>
Quantum Partners 10/25/95 Purchase 282,000 28.904
10/26/95 Purchase 136,000 29.012
10/27/95 Purchase 82,000 29.173
12/19/95 Purchase 1,700,000 33.810
</TABLE>
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PAGE 9 OF 10 PAGES
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
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<S> <C>
A Power of Attorney dated July 27, 1995 granted by
Mr. George Soros in favor of Mr. Michael C. Neus.
</TABLE>
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PAGE 10 OF 10 PAGES
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and
appoint MICHAEL C. NEUS as my agent and attorney in fact for the purpose of
executing in my name or in my personal capacity all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and
the rules and regulations promulgated thereunder, including: (1) all documents
relating to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without
limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and
any amendments thereto, (b) any joint filing agreements pursuant to Rule
13d-1(f) and (c) any initial statements of, or statements of changes in,
beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument this 27th day of July, 1995.
/s/ George Soros
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GEORGE SOROS
