<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
THE TIMES MIRROR COMPANY
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
THE TIMES MIRROR COMPANY
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------
<PAGE> 2
TIMES MIRROR
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
NOTICE OF ANNUAL MEETING
As a shareholder, you are invited to be represented in person or by proxy
at the Annual Meeting of Shareholders of The Times Mirror Company to be held in
the Harry Chandler Auditorium, Times Mirror Square, First and Spring Streets in
Los Angeles, California on Tuesday, May 2, 1995 at 9:30 a.m., Pacific Daylight
Time, for the following purposes:
1. To elect five persons to Class III of the Board of Directors in
accordance with Article VIII, Section 1 of the Certificate of
Incorporation.
2. To consider and act upon a proposal to approve the amendments to the
1992 Key Employee Long-Term Incentive Plan.
3. To consider and act upon a proposal to ratify the appointment by the
Board of Directors of Ernst & Young LLP as independent auditors for the
Company and its subsidiaries for the year ending December 31, 1995.
4. To transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on March 6, 1995 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
It is important that your shares are represented at the meeting whether or
not you plan to attend in person. Accordingly, you are requested to mark, sign,
date and return the enclosed proxy as promptly as possible. A return envelope is
provided for your convenience.
By Order of the Board of Directors,
O. Jean Williams
Secretary
March 24, 1995
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
------
<S> <C>
Notice of Annual Meeting................................... Cover
Proxy Statement............................................ 1
Election of Directors...................................... 1
Ownership of Common Stock.................................. 10
Compensation of Directors.................................. 13
Committees of the Board of Directors....................... 14
Approval of Amendments to 1992 Key Employee Long-Term
Incentive Plan........................................... 16
Appointment of Independent Auditors........................ 22
Other Matters.............................................. 22
Executive Compensation..................................... 23
Report of the Executive Personnel and Compensation
Committee................................................ 27
Stock Price Performance Graph.............................. 31
Retirement Plans........................................... 32
Other Arrangements......................................... 34
Revocation of Proxies...................................... 35
1996 Annual Meeting........................................ 35
General.................................................... 35
</TABLE>
<PAGE> 4
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OF THE TIMES MIRROR COMPANY
MAY 2, 1995
This Proxy Statement is furnished in connection with the solicitation by
the directors of The Times Mirror Company (the "Company") of proxies for use at
the Annual Meeting of Shareholders to be held on Tuesday, May 2, 1995 or at any
adjournment thereof (the "1995 Annual Meeting"), as set forth in the
accompanying notice. This Proxy Statement and the accompanying Proxy Cards are
being mailed to shareholders on or about March 24, 1995. A shareholder giving a
proxy may revoke it at any time before it is exercised (see Revocation of
Proxies on page 35). Any proxy which is not revoked will be voted at the meeting
in accordance with the shareholder's instructions. Unless otherwise directed in
the accompanying proxy, the proxy holders named therein will vote FOR the
election of Class III of the Board of Directors; FOR approval of the amendments
to the 1992 Key Employee Long-Term Incentive Plan; and FOR the proposal to
ratify the appointment of Ernst & Young as independent auditors for the year
ending December 31, 1995.
On March 6, 1995, the record date for determination of shareholders
entitled to notice of and to vote at the meeting, 98,248,709 shares of Series A
Common Stock (the "Series A Stock") and 30,555,457 shares of Series C Common
Stock (the "Series C Stock") were outstanding. Each share of Series A Stock has
one vote and each share of Series C Stock has ten votes on all matters.
Shareholders have the right to elect directors by cumulative voting with each
share entitled to a number of votes equal to the votes to which the share is
entitled times the number of directors to be elected, which votes may be cast
for one candidate or distributed among any two or more candidates.
An affirmative vote of a majority of the shares present and voting at the
meeting is required for approval of all items being submitted to the
shareholders for their consideration. Abstentions and broker non-votes are each
included in the determination of the number of shares present and voting. Each
is tabulated separately. Abstentions are counted in tabulations of the votes
cast on proposals presented to shareholders whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved.
The annual report of the Company for the year ended December 31, 1994 is
being mailed to shareholders with this Proxy Statement.
ELECTION OF DIRECTORS
One of the purposes of the 1995 Annual Meeting is the election of five
persons to Class III of the Board of Directors in accordance with Article VIII,
Section 1 of the Certificate of Incorporation. Unless instructed to the
contrary, the persons named in the accompanying proxy will vote the shares for
the election of the nominees named herein to Class III of the Board of Directors
as described below. Although it is not contemplated that any nominee will
decline or be unable to serve, the shares will be voted by the proxy holders in
their discretion for another person if such a contingency should arise. The term
of each person elected as a director will continue until the director's term has
expired and until his or her successor is elected and qualified.
THE TIMES MIRROR COMPANY
TIMES MIRROR SQUARE, LOS ANGELES, CALIFORNIA 90053
<PAGE> 5
All nominees are currently serving as directors in Class III and all were
recommended by the Nominating Committee for election at the 1995 Annual Meeting.
The name, age and principal business or occupation of each nominee and each of
the other directors who will continue in office after the 1995 Annual Meeting,
the year in which each first became a director of the Company, committee
memberships and other information are shown below in the brief description
beside the photograph of each of the nominees and continuing directors.
Ownership of equity securities of the Company at March 6, 1995 is indicated in
the section entitled "Ownership of Common Stock" beginning on page 10, below.
NOMINEES FOR DIRECTORS
At the 1995 Annual Meeting, the term of incumbent directors in Class III
will expire and, except as noted otherwise, all Class III directors will stand
for reelection in accordance with Article VIII, Section 1 of the Company's
Certificate of Incorporation. The directors elected to Class III at the 1995
Annual Meeting shall serve for a three-year term ending at the annual meeting to
be held in 1998. The current term of directors in Class II will continue until
the annual meeting to be held in 1997 and the current term of directors in Class
I will continue until the annual meeting in 1996 and, in each case, until their
respective successors are elected and qualified. Accordingly, each of the
following persons is nominated for election to Class III of the Board of
Directors (to serve three-year terms ending at the 1998 Annual Meeting and until
their respective successors are elected and qualified):
OTIS CHANDLER, 67, is owner of the Vintage Museum of
Transportation and Wildlife located in Oxnard,
California. He has been a director of the Company
since 1962. He served as Chairman of the Executive
Committee of the Board of Directors of the Company
from January 1, 1986 through December 31, 1991. Mr.
[Photo] Chandler also served as Chairman of the Board and
Editor-in-Chief of the Company from 1981 through 1985
and as Vice Chairman of the Board from 1968 through
1980. He was Publisher of the Los Angeles Times from
1960 through 1980. Mr. Chandler is a member of the
Nominating Committee. He is a graduate of Stanford
University. Mr. Chandler is also a trustee of the
------------------- Chandler Trusts and a director of Chandis Securities
Company. (A)
2
<PAGE> 6
CONTINUING DIRECTORS
ROBERT F. ERBURU, 64, is Chairman of the Board,
President and Chief Executive Officer of the Company.
A director of the Company since 1968, Mr. Erburu
served as President of the Company from 1974 through
1986 and reassumed that position on January 1, 1994.
[Photo] He has been Chief Executive Officer of the Company
since 1981 and Chairman of the Board since 1986. He is
a member of the Executive Committee and the Nominating
Committee and is Chairman of the Retirement Plan
Committee. Mr. Erburu graduated from the University of
Southern California with a B.A. degree in Journalism
and holds a J.D. degree from Harvard Law School. He is
also a director of Tejon Ranch Company and Cox
------------------- Communications, Inc. Mr. Erburu is chairman of the
Board of Trustees of The Huntington Library, Art
Collections and Botanical Gardens and of the J. Paul
Getty Trust, as well as a trustee of The Ahmanson
Foundation, and several other charitable foundations.
He is a director of the Council on Foreign Relations
and the Tomas Rivera Center and is a Fellow of the
American Academy of Arts and Sciences. In addition,
he is a member of the Business Council, the Business
Roundtable and the California Business Roundtable.
CLAYTON W. FRYE, JR., 64, is the Senior Associate of
Laurance S. Rockefeller. He has served in that
capacity since 1973 and is responsible for overseeing
and directing Mr. Rockefeller's business, real estate
and investment interests, among other things. Mr. Frye
[Photo] has been a director of the Company since 1988 and is
Chairman of the Executive Personnel and Compensation
Committee and a member of the Executive Committee, the
Audit Committee and the Finance Committee. Mr. Frye is
a graduate of Stanford University, where he received
both an A.B. and an M.B.A. degree. He is also a
director of Tejon Ranch Company and several
privately-held companies.
-------------------
3
<PAGE> 7
CONTINUING DIRECTORS
DAVID LAVENTHOL, 61, is Editor-at-Large of The Times
Mirror Company. He was President of the Company from
January 1, 1987 to December 31, 1993 and Publisher and
Chief Executive Officer of the Los Angeles Times from
[Photo] August 31, 1989 to December 31, 1993. He has been a
director since 1987 and is a member of the Retirement
Plan Committee. He served as a Senior Vice President
of the Company in 1986 and as a Vice President from
1981 through 1985. Mr. Laventhol also served as
Publisher and Chief Executive Officer of Newsday, Inc.
from 1978 until 1986, having been an officer of that
subsidiary of the Company since 1971. He graduated
from Yale University and holds a master of arts
------------------- degree from the University of Minnesota. Mr.
Laventhol is a director of the United Negro College
Fund, Chairman of the Board of Trustees of the Museum
of Contemporary Art and Chairman of the Board of the
International Press Institute.
HAROLD M. WILLIAMS, 67, is President and Chief
Executive Officer of the J. Paul Getty Trust in Los
Angeles, a charitable trust devoted to the arts and
humanities. Among its activities, the Trust operates
the Getty Museum, an internationally renowned
[Photo] collection of fine arts, in Malibu, California. Before
assuming his present position in 1981, Mr. Williams
served approximately four years as Chairman of the
Securities and Exchange Commission in Washington, D.C.
Mr. Williams has been a director since 1983 and is a
member of the Executive Committee, the Audit Committee
and the Finance Committee. He is a graduate of the
University of California at Los Angeles and holds a
------------------- J.D. degree from Harvard Law School. Mr. Williams is
also a director of American Medical International,
Inc., and SunAmerica.
4
<PAGE> 8
CONTINUING DIRECTORS
CLASS I (currently serving until the 1996 Annual Meeting and until their
respective successors are elected and qualified):
C. MICHAEL ARMSTRONG, 56, a director of the Company
since February 1995, is Chairman of the Board and
Chief Executive Officer of GM Hughes Electronics
Corporation and its subsidiary, Hughes Aircraft
Company. GM Hughes Electronics Corporation is
[Photo] comprised of Hughes Aircraft Company and Delco
Electronics Corporation. Prior to assuming his present
positions in 1992, Mr. Armstrong served as Chairman of
the Board of IBM World Trade Corporation from 1989 to
1992. Mr. Armstrong earned his bachelor of science
degree in business and economics from Miami University
of Ohio and completed the advanced management
curriculum at Dartmouth Institute. He is also a
------------------- director of Travelers Corporation and serves as a
trustee of The Johns Hopkins University and the
California Institute of Technology.
GWENDOLYN GARLAND BABCOCK, 59, has been a private
investor for more than five years. She has been a
director of the Company since 1976 and is a member of
[Photo] the Finance Committee. Mrs. Babcock is a graduate of
Bryn Mawr College. She is a member of the board of
overseers of The Huntington Library, Art Gallery and
Botanical Gardens. Mrs. Babcock is also a trustee of
the Chandler Trusts and a director of Chandis
Securities Company. (A)
-------------------
DONALD R. BEALL, 56, is Chairman of the Board and
Chief Executive Officer of Rockwell International
Corporation. Prior to assuming his present position in
February 1988, Mr. Beall served as President and Chief
Operating Officer of Rockwell Corporation for ten
years. He has been a director of the Company since
[Photo] 1990 and is a member of the Executive Committee, the
Executive Personnel and Compensation Committee and the
Nominating Committee. Mr. Beall received a bachelor of
science degree from San Jose State University and a
master of business administration degree from the
University of Pittsburgh. He is also a director of
Rockwell International Corporation, Amoco Corporation
------------------- and Procter & Gamble Co.
5
<PAGE> 9
CONTINUING DIRECTORS
JOAN A. PAYDEN, 63, is a founder, president and chief
executive officer of Payden & Rygel, an investment
management firm registered under the 1940 Investment
Company Act which manages domestic and global
fixed-income portfolios. She has held those positions
[Photo] since the formation of the firm in 1983. Prior
thereto, Ms. Payden was the managing partner of the
west coast operation of Scudder, Stevens & Clark. A
director of the Company since 1993, Ms. Payden is a
member of the Audit Committee and the Finance
Committee. Ms. Payden has a B.A. in Mathematics and
Physics from Trinity College in Washington, D.C. and
completed graduate study at Columbia University as
------------------- well as the Advanced Management Program at Harvard
Business School. She is a chartered financial analyst
and is a member of the Executive Committee of the Los
Angeles Chamber of Commerce as well as a trustee of
the Pacific Asia Museum and Loyola Marymount
University. She is also a member of the Board of
Visitors of the Anderson Graduate School of
Management at UCLA.
WARREN B. WILLIAMSON, 66, is Chairman and Chief
Executive Officer of Chandis Securities Company and
Chairman of the Board of Trustees of the Chandler
Trusts. In 1989, Mr. Williamson retired from Crowell,
[Photo] Weedon and Co., a stock brokerage firm with which he
had been associated since 1970. He has been a director
of the Company since 1977, and is Chairman of the
Executive Committee, Chairman of the Finance Committee
and a member of the Executive Personnel and
Compensation Committee. Mr. Williamson is a graduate
of Claremont Men's College. He is also a director of
Chandis Securities Company and Hollywood Park, Inc. In
addition, Mr. Williamson is Chairman of the Trustees
------------------- of the Art Center College of Design. (A)
6
<PAGE> 10
CONTINUING DIRECTORS
CLASS II (currently serving until the 1997 Annual Meeting and until their
respective successors are elected and qualified):
JOHN E. BRYSON, 51, is Chairman of the Board and Chief
Executive Officer of SCEcorp and its principal
subsidiary, Southern California Edison Company. He was
elected to his current positions in October 1990 after
serving five years as Executive Vice President and
Chief Financial Officer of Southern California Edison
[Photo] Company. Mr. Bryson has been a director of the Company
since 1991 and is a member of the Executive Committee,
the Executive Personnel and Compensation Committee and
the Audit Committee. He holds a Bachelor of Arts
degree from Stanford University and a J.D. degree from
Yale Law School. Mr. Bryson is also a director of
SCEcorp, Southern California Edison Company, Boeing
------------------- Company and First Interstate Bancorp.
BRUCE CHANDLER, 58, has been a private investor since
1989. From 1968 to 1989, he practiced law in the State
of California. He has been a director of the Company
since 1975 and is a member of the Finance Committee.
[Photo] Mr. Chandler is a graduate of the University of
Southern California and holds a J.D. degree from the
University of San Diego School of Law. He is also a
trustee of the Chandler Trusts and a director of
Chandis Securities Company. (A)
-------------------
7
<PAGE> 11
CONTINUING DIRECTORS
DR. ALFRED E. OSBORNE, JR., 50, is Director of the
Entrepreneurial Studies Center and Associate Professor
of Business Economics at the Anderson School at UCLA.
He has been with UCLA since 1972. From August 1977 to
July 1979, Dr. Osborne served as a Brookings
[Photo] Institution Economic Policy Fellow at the Securities
and Exchange Commission. He has been a director of the
Company since 1980 and is Chairman of the Audit
Committee and a member of the Executive Personnel and
Compensation Committee and the Nominating Committee.
Dr. Osborne holds a bachelor's degree in electrical
engineering, a master's degree in economics, a master
of business administration in finance and a doctorate
------------------- in business-economics, all from Stanford University.
He is also a director of First Interstate Bank of
California, Greyhound Lines, Inc., Nordstrom, Inc.,
Readi-Care, Inc., Seda Specialty Packaging Corporation
and United States Filter Corporation. He is an
independent general partner of Technology Funding
Venture Partners V, a 1940 Investment Company Act
company.
WILLIAM STINEHART, JR., 51, is a partner in the law
firm of Gibson, Dunn & Crutcher where he has practiced
law since 1969. Gibson, Dunn & Crutcher has provided
legal services to the Company and its subsidiaries for
many years and is expected to do so in the future. Mr.
[Photo] Stinehart has been a director of the Company since
1991 and is a member of the Executive Committee, the
Executive Personnel and Compensation Committee and the
Finance Committee. He holds a Bachelor of Arts degree
from Stanford University and a J.D. degree from UCLA
Law School, and is a member of the Board of Trustees
of the Harvey and Mildred Mudd Foundation. He is also
a director of Chandis Securities.
-------------------
DR. EDWARD ZAPANTA, 56, is a practicing physician
providing neurosurgical care in the Los Angeles area.
He has been in private practice since 1970. Dr.
Zapanta has been a director of the Company since 1988
and is Chairman of the Nominating Committee and a
member of the Finance Committee. Dr. Zapanta attended
[Photo] the University of California at Los Angeles, received
his medical doctor's degree from the University of
Southern California School of Medicine, and currently
serves as a trustee of the University of Southern
California. Dr. Zapanta is also Senior Medical
Director of HealthCare Partners Medical Group and a
director of SCEcorp.
-------------------
8
<PAGE> 12
NOTES
(A) Four of the Company's present directors (Gwendolyn Garland Babcock, Bruce
Chandler, Otis Chandler and Warren B. Williamson) are cousins and are among
the seven trustees of two trusts known as the "Chandler Trusts." The other
three trustees are Camilla Chandler Frost, Douglas Goodan and Judy C. Webb.
Camilla Chandler Frost is the sister of Otis Chandler and a cousin of the
other directors named above. Douglas Goodan and Judy C. Webb are also
cousins of the directors named above. The trustees and other relatives are
the beneficiaries of the Chandler Trusts. On March 6, 1995, the Chandler
Trusts owned in the aggregate 10,087,114 shares of Series A Stock and
11,100,814 shares of Series C Stock. Chandis Securities Company, a
corporation, owns 8,581,432 shares of Series A Stock and 9,656,432 shares of
Series C Stock. Substantially all of the outstanding stock of Chandis
Securities Company is owned by one of the Chandler Trusts. In addition to
their interests in shares held by the Chandler Trusts, Mrs. Babcock, her
husband and children hold an aggregate of 9,680 shares of Series A Stock and
4,020 shares of Series C Stock, and Otis Chandler (individually and as
trustee), his wife and children hold an aggregate of 69,479 shares of Series
A Stock and 95,766 shares of Series C Stock. On March 6, 1995, this general
family group owned directly or indirectly an aggregate of 18,945,185 shares
of Series A Stock and 21,048,612 shares of Series C Stock (including shares
owned by the Chandler Trusts and Chandis Securities Company), constituting
19.28% of the shares of Series A Stock and 68.89% of the Series C Stock
outstanding on that date, representing 56.82% of the voting interests of all
outstanding shares of Common Stock.
(B) The persons named above and the general family group of which they are
members may be deemed to be "parents" of the Company within the meaning of
the Securities Act of 1933, as amended. Except as identified on pages 10
through 12, no other person was known by the Company to own beneficially
more than 5% of the outstanding voting securities of the Company on March 6,
1995. On that date, as indicated below, all officers and directors owned
beneficially, directly or indirectly, an aggregate of 25,109,112 shares
(25.56%) of the Series A Stock and 25,055,171 shares (82.00%) of the Series
C Stock, representing 68.27% of the voting interests of all outstanding
shares of Common Stock. This includes shares owned by members of the general
family group referred to above, the families of other officers and directors
and shares owned by the Chandler Trusts, Chandis Securities Company and
Pfaffinger Foundation (a non-profit corporation of which Robert F. Erburu is
a trustee) and various benefit plans for employees of the Company and its
subsidiaries.
9
<PAGE> 13
OWNERSHIP OF COMMON STOCK
With the exception of The Times Mirror Employee Stock Ownership Trust which
holds 7.48% of the outstanding shares of Series C Stock (see page 12), the
following persons are the only persons known to the Company to be "beneficial
owners" (as that term is defined in the rules of the Securities and Exchange
Commission) of more than 5% of any class of the Company's voting securities
outstanding at March 6, 1995.
<TABLE>
<CAPTION>
Series A Percent Series C Percent
Name and Address of Common of Common of
Beneficial Owner Stock Series Stock Series
-------------------------------------- ---------- ------ ---------- ------
<S> <C> <C> <C> <C>
The Trustees of the Chandler Trusts 18,668,546* 19.00% 20,757,246* 67.93%
c/o Chandis Securities Company
350 West Colorado Boulevard,
Suite 230
Pasadena, CA 91105
Gwendolyn Garland Babcock 18,670,558* 19.00% 20,757,886* 67.94%
c/o Chandis Securities Company
350 West Colorado Boulevard,
Suite 230
Pasadena, CA 91105
Bruce Chandler 18,668,546* 19.00% 20,757,246* 67.93%
c/o Chandis Securities Company
350 West Colorado Boulevard,
Suite 230
Pasadena, CA 91105
Otis Chandler 18,726,127* 19.06% 20,820,035* 68.14%
Times Mirror Square
Los Angeles, CA 90053
Warren B. Williamson 18,668,546* 19.00% 20,757,246* 67.93%
c/o Chandis Securities Company
350 West Colorado Boulevard,
Suite 230
Pasadena, CA 91105
The Capital Group Companies, Inc. 8,086,200** 8.28% -- --
333 South Hope Street
Los Angeles, California 90071
</TABLE>
------------
* Includes shares held by Chandis Securities Company and the Chandler Trusts
(see Notes A and B on page 9).
** See page 11.
10
<PAGE> 14
As of December 31, 1994, Capital Guardian Trust Company and Capital
Research and Management Company, operating subsidiaries of The Capital Group
Companies, Inc., exercised investment discretion with respect to 1,051,200 and
7,035,000 shares of Series A Stock, respectively, or a combined total of 8.28%
of the Company's outstanding shares of Series A Stock which was owned by various
institutional investors.
"Beneficial ownership" of the Company's Common Stock by nominees for
election as director, by the named executive officers, and by all directors and
officers as a group, at March 6, 1995 is shown in the following table. For this
purpose, the rules of the Securities and Exchange Commission require that every
person who has or shares the power to vote or dispose of shares of stock be
reported as a "beneficial owner" of all shares as to which such power exists. As
a consequence, many persons may be deemed to be the "beneficial owners" of the
same securities and for this reason all shares of Series A Stock and Series C
Stock held by the trustees of the Chandler Trusts and by Chandis Securities
Company (see Note A on page 9) are included in the shares reported in the table
below as "beneficially owned" by each director who is also a trustee of the
Chandler Trusts.
<TABLE>
<CAPTION>
Series A Common Stock Series C Common Stock
-------------------------------------------------- --------------------------------------------------
Additional Additional
Shares Shares
Number Deemed to Number Deemed to
of be Percent of be Percent
Shares "Beneficially of Shares "Beneficially of
Name Owned(1) Owned"(2) Total Series Owned(1) Owned"(2) Total Series
------------------------ -------- -------------- ---------- ------- -------- -------------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Michael Armstrong.... -- -- -- -- -- -- -- --
Gwendolyn Garland
Babcock................ -- 18,670,558(3) 18,670,558 19.00 -- 20,757,886(3) 20,757,886 67.94
Donald R. Beall......... 1,000 -- 1,000 * -- -- -- --
John E. Bryson.......... -- -- -- -- -- -- -- --
Bruce Chandler.......... -- 18,668,546(3) 18,668,546 19.00 -- 20,757,246(3) 20,757,246 67.93
Otis Chandler........... 42 18,726,085(3) 18,726,127 19.06 42 20,819,993(3) 20,820,035 68.14
Robert F. Erburu........ 169,725 2,995,983(4) 3,165,708 3.22 119,613 1,793,174(4) 1,912,787 6.26
Clayton W. Frye, Jr. ... 4,770 -- 4,770 * 270 -- 270 *
Curtis A. Hessler....... 22,345 -- 22,345 * 290 -- 290 *
David Laventhol......... 42,451 2,739,760(5) 2,782,211 2.83 24,422 1,208,884(5) 1,233,306 4.04
Dr. Alfred E. Osborne,
Jr. ................... 700 -- 700 * 550 -- 550 *
Joan A. Payden.......... 1,000 -- 1,000 * -- -- -- --
Richard T. Schlosberg,
III.................... 18,567 -- 18,567 * 1,000 -- 1,000 *
William Stinehart,
Jr. ................... 500 -- 500 * -- -- -- --
Thomas Unterman......... 181 3,088,409(6) 3,088,590 3.14 150 2,286,604(6) 2,286,754 7.48
Harold M. Williams...... 200 -- 200 * 200 -- 200 *
Warren B. Williamson.... -- 18,668,546(3) 18,668,546 19.00 -- 20,757,246(3) 20,757,246 67.93
Donald F. Wright........ 17,985 400 18,385 * 4,817 -- 4,817 *
Dr. Edward Zapanta...... 1,050 -- 1,050 * -- -- -- --
All directors and
officers as a group (33
persons, including
those named above)(7).. 332,746 24,776,366 25,109,112 25.56 171,251 24,883,920 25,055,171 82.00
</TABLE>
------------
* Less than 1%.
(notes continued on following page)
11
<PAGE> 15
(1) Includes shares purchased on or before December 31, 1994 by the Trustee
under the Times Mirror Savings Plus Plan and held by the Trustee for the
accounts of participating officers at that date, and shares allocated to the
accounts of participating officers as of December 31, 1994 under the Times
Mirror Employee Stock Ownership Plan referred to on page 33 hereof.
(2) Beneficial ownership of shares listed in these columns is disclaimed by the
officers and directors.
(3) See Note A on page 9.
(4) Includes shares owned by Pfaffinger Foundation, The Times Mirror Stock Trust
and the Times Mirror Savings Plus Plan Trust. Mr. Erburu disclaims
beneficial ownership of these shares.
(5) Includes shares owned by the Times Mirror Stock Trust and the Times Mirror
Savings Plus Plan Trust. Mr. Laventhol disclaims beneficial ownership of
these shares.
(6) Includes shares held by The Times Mirror Employee Stock Ownership Trust. Mr.
Unterman disclaims beneficial ownership of these shares.
(7) Includes shares held by The Times Mirror Employee Stock Ownership Trust,
Pfaffinger Foundation, The Times Mirror Stock Trust and the Times Mirror
Savings Plus Plan Trust, as well as shares owned by the Chandler family.
EMPLOYEE BENEFIT PLANS
Three trusts maintained by the Company hold shares of Times Mirror Common
Stock for various qualified retirement plans for employees of the Company and
its subsidiaries. These trusts and their holdings of Times Mirror Common Stock
as of March 6, 1995 are as follows:
<TABLE>
<CAPTION>
Series A Common Stock Series C Common Stock
----------------------- -----------------------
Number of Percent of Number of Percent of
Shares Series Shares Series
Name of Trust Held Outstanding Held Outstanding
------------------------------------------ --------- ----------- --------- -----------
<S> <C> <C> <C> <C>
The Times Mirror Stock Trust(1)........... -- -- 901,582 2.95%
The Times Mirror Employee Stock Ownership
Trust (the "ESOP Trust")(2)............. 3,088,409 3.14% 2,286,604 7.48%
Times Mirror Savings Plus Plan Trust(3)... 2,741,050 2.79% 307,781 1.01%
</TABLE>
------------
(1) This trust holds Common Stock on behalf of The Times Mirror Pension Plan and
various retirement plans for employees of the Company's subsidiaries. All
decisions as to the voting
(notes continued on following page)
12
<PAGE> 16
and disposition of such Common Stock are under the authority and
responsibility of the trust's two trustees, Robert F. Erburu and David
Laventhol.
(2) Shares of Times Mirror Common Stock allocated to participants' accounts in
the Times Mirror Employee Stock Ownership Plan are voted by the participants
themselves on matters presented at meetings of shareholders, while
unallocated shares and shares with respect to which no participant
directions are received are voted by the three trustees: James F. Guthrie
(Vice President and Chief Financial Officer), James R. Simpson (Vice
President, Human Resources) and Thomas Unterman (Senior Vice President and
General Counsel). The three trustees have authority and responsibility for
the disposition of both allocated and unallocated shares of Common Stock.
(3) Shares of Times Mirror common stock held in the Times Mirror Savings Plus
Plan accounts or allocated to participants' Payroll-Based Stock Ownership
Plan ("PAYSOP") accounts are voted by the participants themselves on matters
presented at meetings of stockholders. Shares allocated to the Times Mirror
Savings Plus Plan accounts with respect to which no participant directions
are received remain unvoted. Shares allocated to the PAYSOP accounts with
respect to which no participant directions are received are voted by Bank of
America, N.T. & S.A., as Trustee of the Times Mirror Savings Plus Plan.
COMPENSATION OF DIRECTORS
The Board of Directors is presently comprised of fifteen directors, two of
whom are salaried employees of the Company. Five directors in Class III will be
elected at the Annual Meeting of Shareholders on May 2, 1995. Directors who are
not employees of the Company receive an annual retainer of $25,000 and a fee of
$800 for attendance at each meeting of the Board of Directors and for attendance
at each meeting of a committee of the Board of which they are members, except
that the Chairmen of all the Committees except the Retirement Plan Committee
each receive an additional annual retainer of $3,000. Directors' retainers,
committee and meeting attendance fees may be deferred under the Deferred
Compensation Plan for Directors, adopted by Times Mirror in 1994. Under the
Plan, such amounts may be distributed, in accordance with the director's
election at the time the deferral commitment is made, upon the January
following: (i) termination of service, (ii) the later of termination of service
or attainment of ages 55, 60, 65 or 70, or (iii) after a predetermined number of
years. The director's deferral agreement may provide either a lump sum
distribution or annual installment payments over 5, 10 or 15 years. In addition,
certain provisions have been made for hardship and discounted in-service and
change in control distributions. The crediting rate credited on the accounts,
which takes into consideration the underlying investments, if any, and plan
expenses, is determined annually by a committee appointed by the Executive
13
<PAGE> 17
Personnel and Compensation Committee of the Board of Directors. Survivors are
entitled to receive the unpaid account balance if a director dies prior to
benefit commencement.
Alternatively, such non-employee directors may elect to receive a
percentage of their retainer and fees in the form of stock options under the
Non-Employee Director Stock Option Plan. Options granted under that Plan have an
exercise price equal to the market value of a share of Times Mirror Series A
common stock on the date of grant, are exercisable from grant and are
exercisable for a number of shares equal to the amount of retainer and fees that
the director has elected to receive in the form of options, divided by the grant
date present value of one option as determined pursuant to the Black-Scholes
option valuation method. For each director who is not an employee, the Company
provides $150,000 life insurance coverage and $100,000 travel accident insurance
while traveling on Company business. Salaried employees receive no additional
compensation or benefits for their services as directors.
A director with at least five years of service is entitled to a retirement
benefit payable for the number of years of service as an outside director under
the Company's Pension Plan for Directors. The amount of the annual benefit upon
commencement of retirement is equal to the sum of the annual retainer in effect
at the time of termination plus attendance fees for Board meetings and service
on committees paid or payable for the calendar year preceding termination. In
order to receive a benefit, a director must be a member of the Board in good
standing at the time of his or her retirement and be available while receiving
benefits for consultation upon request.
COMMITTEES OF THE BOARD OF DIRECTORS
The standing committees of the Board are an Executive Committee, an Audit
Committee, an Executive Personnel and Compensation Committee, a Finance
Committee, a Nominating Committee and a Retirement Plan Committee. The functions
of each of these six committees are described and the members of each are listed
below.
The Executive Committee has and may exercise substantially all authority of
the Board of Directors with specific exceptions provided by law and the
Company's bylaws. The members of the Executive Committee are Warren B.
Williamson (Chairman), Donald R. Beall, John E. Bryson, Robert F. Erburu,
Clayton W. Frye, Jr., William Stinehart, Jr. and Harold M. Williams. The
Executive Committee met twice in 1994.
Each year, the Audit Committee reviews the Company's audit plan, the scope
of activities of the independent auditors and of internal auditors, the results
of the audit after completion, and the fees for services performed during the
year, and recommends to the Board of Directors the firm to be appointed as
independent auditors. During a portion of each meeting this Committee meets with
representatives of the independent auditors without any officers or employees of
the Company
14
<PAGE> 18
present. The members of the Audit Committee are Dr. Alfred E. Osborne, Jr.
(Chairman), John E. Bryson, Clayton W. Frye, Jr., Joan A. Payden and Harold M.
Williams, none of whom is either an officer or employee of the Company. The
Audit Committee met three times in 1994.
The Executive Personnel and Compensation Committee administers the
Company's Key Employee Long-Term Incentive Plan, Executive Stock Option and
Restricted Stock Plans, determines the compensation of key officers of the
Company, authorizes and approves bonus-incentive compensation programs for
executive personnel of the Company and considers and discusses other matters
relating to key executive personnel, including management succession and
promotions. Clayton W. Frye, Jr. (Chairman), Donald R. Beall, John E. Bryson,
Dr. Alfred E. Osborne, Jr., William Stinehart, Jr. and Warren B. Williamson,
none of whom is either an officer or employee of the Company, are the members of
the Executive Personnel and Compensation Committee. The Executive Personnel and
Compensation Committee met six times in 1994.
The Finance Committee studies and makes recommendations to the Board of
Directors regarding the investment of assets of the Company's pension and profit
sharing plans. Warren B. Williamson (Chairman), Gwendolyn Garland Babcock, Bruce
Chandler, Clayton W. Frye, Jr., Joan A. Payden, William Stinehart, Jr., Harold
M. Williams and Dr. Edward Zapanta are the members of the Finance Committee,
which met once in 1994.
The Nominating Committee considers and recommends to the Board nominees for
possible election to the Board of Directors and considers other matters
pertaining to the size and composition of the Board of Directors and its
Committees. The members of the Nominating Committee are Dr. Edward Zapanta
(Chairman), Donald R. Beall, Otis Chandler, Robert F. Erburu and Dr. Alfred E.
Osborne, Jr. The Nominating Committee met three times in 1994. The Nominating
Committee recommended the renomination of all incumbent directors in Class III
for election at the 1995 Annual Meeting. The Nominating Committee will give
appropriate consideration to qualified persons recommended by shareholders if
such recommendations are accompanied by information sufficient to enable the
Nominating Committee to evaluate the qualifications of the persons recommended.
Such recommendations must be submitted in writing to the Secretary of the
Company no later than the December 31 preceding the annual meeting of
shareholders at which directors are to be elected.
The Retirement Plan Committee is responsible for review, evaluation and
oversight of pension, profit-sharing and other retirement-oriented programs of
the Company and its subsidiaries and the performance of these programs in
relation to their purposes. Robert F. Erburu (Chairman) and David Laventhol are
the members of the Retirement Plan Committee. The Retirement Plan Committee met
once in 1994.
15
<PAGE> 19
In 1994, there were nine meetings of the Board of Directors. During the
year, each of the incumbent directors attended at least 75% of the aggregate
number of meetings of the Board and Committees on which he or she sits.
APPROVAL OF AMENDMENTS TO THE 1992 KEY EMPLOYEE
LONG-TERM INCENTIVE PLAN
In March 1992, the Board of Directors adopted, and in May 1992 the
shareholders of the Company approved, the 1992 Key Employee Long-Term Incentive
Plan (the "Plan"). Set forth below are amendments to the Plan which were adopted
by the Company's Board of Directors, subject to shareholder approval.
AMENDMENTS TO THE PLAN
Number of Shares
At the time the Plan was approved by the shareholders of the Company in
1992, 4,000,000 shares of Series A common stock were authorized for issuance
under the Plan; of that amount, only approximately 544,000 shares remained
available at December 31, 1994 for future option grants. As a result, on March
2, 1995, the Board of Directors adopted an amendment to the Plan, subject to
shareholder approval which, effective January 1, 1995, increased the shares
authorized for issuance under the Plan by an additional 6,000,000 shares of
Series A common stock and which made available for future option grants under
the Plan shares of common stock which are authorized but unissued under the
Company's 1987 Restricted Stock Plan and its 1984 and 1988 Executive Stock
Option Plans. As of December 31, 1994, there were a total of approximately
1,184,000 authorized but unissued shares reserved under the latter three plans
which would be available for use under the Plan.
Section 162(m) Amendments
In the 1994 Proxy Statement, the Executive Personnel and Compensation
Committee of the Board of Directors (the "Compensation Committee"), which
administers the compensation programs of the Company, indicated its intention to
generally comply with Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"). That section limits the tax deduction available to a
company, with respect to compensation paid to certain executive officers of the
company, unless the compensation qualifies as "performance based." In compliance
therewith, the
16
<PAGE> 20
Board of Directors adopted, subject to shareholder approval, the following
amendments to the Plan which would apply to all awards under the Plan,
commencing with those on November 30, 1994:
(a) a per participant limit of not more than 300,000 shares of Series A
common stock underlying any stock option grant for any one fiscal year;
(b) a per participant limit of not more than three million dollars
($3,000,000) for a deferred cash incentive award made under the Plan in any one
fiscal year;
(c) a deferred cash incentive award may be earned based on one or more of
the following criteria, either singly or in combination: (i) cash flow,
including TMVM TSR (defined below), (ii) earnings per share (including earnings
before interest, taxes and/or amortization), (iii) revenue, (iv) return on
equity, (v) total shareholder return, (vi) return on capital, and/or (vii)
return on assets.
Transferability of Stock Options
In addition, the Board of Directors amended the Plan to provide for limited
transferability of stock options for estate planning purposes.
The following summary of the main features of the Plan is qualified in its
entirety by the complete text of the Plan, a copy of which may be obtained by
shareholders of the Company upon request directed to the Company's Corporate
Secretary at Times Mirror Square, Los Angeles, California 90053.
PURPOSE OF THE PLAN
The Plan is intended to increase the risk inherent in the compensation of
the Company's senior managers and to reinforce the focus of these managers on
creating incremental shareholder value by making a meaningful portion of their
compensation directly dependent on business performance that contributes to the
total return to the Company's shareholders.
ELIGIBILITY
Under the terms of the Plan, key employees recommended by the Company's
Chief Executive Officer and designated by the Compensation Committee are
eligible to receive grants of stock options and, in some cases, to earn a
deferred cash incentive award based on the performance of the Company and, in
some cases, the participant's business unit. Currently, approximately 400
employees are eligible to participate in the Plan.
17
<PAGE> 21
STOCK OPTIONS
Stock options granted under the Plan may be either non-qualified stock
options or incentive stock options. The persons to whom options will be granted,
the number of options subject to grant under the Plan and the exercisability and
vesting of stock options granted will be determined by the Compensation
Committee. The exercise price of all stock options will be no less than the fair
market value of the Company's Series A common stock on the date of grant. The
Plan permits the stock option exercise price and associated taxes to be paid by
a variety of methods including withholding shares otherwise issuable upon
exercise. Shares of stock which expire unexercised or are withheld to pay taxes
or the exercise price are available for new option grants and awards.
The Plan provides that for initial grants, incentive stock options will
have a maximum term of ten years and the term of nonqualified stock options will
be set by the Compensation Committee. Options which vest subject to the Company
meeting specified performance objectives become exercisable nine years and nine
months from the date of grant unless sooner accelerated. Currently, such
performance vesting options become available for accelerated vesting following
the end of an initial three-year performance cycle provided that the Company's
total shareholder return over the three year period equals or exceeds a certain
ranking relative to a designated group of other major media/communications firms
over the same period. In the event that the Company's relative total shareholder
return performance for the initial three-year performance cycle does not result
in the accelerated vesting of 100% of the options, remaining unvested options
will become eligible for accelerated vesting following the end of each
successive fiscal year until the Company's performance for the most recent
three-year cycle results in the vesting of 100% of the options, or nine years
and nine months have elapsed since the date of grant. Vesting of options also
will fully accelerate in the event of a participant's death or permanent
disability and will accelerate on a pro-rata basis over three or four years in
the event of "normal" or "early" retirement (as defined in the Plan). Options
which are not dependent on the Company meeting specified performance objectives
to vest will become available for exercise in four equal annual installments
beginning one year from the date of grant.
DEFERRED CASH INCENTIVE AWARDS
Deferred cash incentive awards provide participants with the opportunity to
earn an annual cash award based on performance over the three year period prior
to payout. The amount of an individual's award will depend on his or her
position with the Company, the Company's achievement of specified performance
objectives over the performance cycle, and in some cases, the performance of the
participant's business unit. For awards intended to qualify as "performance
based" compensation for purposes of Section 162(m) of the Code, performance
objectives will consist of one or more of the criteria listed above, either
singly or in combination, measured on
18
<PAGE> 22
either a relative or an absolute basis against pre-established targets.
Currently, one such performance objective used by the Compensation Committee as
a criterion for deferred cash incentive awards is measured by a management
accounting concept known as Times Mirror Value Management -- Total Shareholder
Return ("TMVM TSR"). For a Times Mirror business and for Times Mirror as a
whole, TMVM TSR is a cash flow based measure of value creation, taking into
account the interim cash flows and ending value of a business as compared to its
initial value. Currently, TMVM TSR goals for Company-wide performance associates
target awards with a TMVM TSR equal to two points above the Company's cost of
capital. Except in the event of a participant's death, permanent disability or
retirement, the right to earn a deferred cash incentive award will be forfeited
upon termination of employment with the Company, unless the Compensation
Committee provides otherwise. Upon death, permanent disability or retirement,
the participant will be eligible to earn a pro-rata award based on the
participant's service from the date of grant through the date of termination of
employment and the performance of the Company, and in some cases the
participant's business unit over the performance cycle.
19
<PAGE> 23
ESTIMATE OF BENEFITS
The benefits that will be paid in the future under the Plan are currently
not determinable. The following table contains information about stock option
awards and deferred cash incentive awards made under the Plan during the
previous fiscal year to the named executive officers and others indicated
therein. The market price of one share of Times Mirror Series A common stock on
December 30, 1994 was $31.38.
<TABLE>
<CAPTION>
Number of Securities Deferred Cash
Name and Position Underlying Options Target Amounts($)
---------------------------------------- -------------------- -----------------
<S> <C> <C>
Robert F. Erburu........................ 97,500 925,000
Chairman of the Board,
President and Chief
Executive Officer
Curtis A. Hessler....................... 30,500 275,000
Executive Vice President
Richard T. Schlosberg, III.............. 30,500 275,000
Executive Vice President
Donald F. Wright........................ 18,440 175,000
Senior Vice President
Thomas Unterman......................... 17,400 165,000
Senior Vice President and
General Counsel
Executive Group (including officers
named above).......................... 289,480 146,711*
Non-Executive Director Group............ 0 0
Non-Executive Officer Employee Group.... 638,075 20,661*
</TABLE>
---------------
* These are average amounts.
CHANGE OF CONTROL
Upon a "change of control" of the Company (defined in the Plan to include
certain transactions that would result in over 50% of the Company's outstanding
shares being held by certain persons or groups, certain substantial changes in
the Board of Directors, or the approval of certain fundamental changes in the
Board of Directors, or the approval of certain fundamental changes to the
Company's structure, such as a merger, consolidation, reorganization,
liquidation or dissolution), stock options granted under the Plan will
immediately become available for exercise and the performance test for
determining the amount of any deferred cash incentive award will be accelerated.
In addition, the Plan provides for a conditional exercise of all stock options
granted
20
<PAGE> 24
under the Plan in the event of an announcement of a transaction intended to or
reasonably expected to result in a "change of control transaction" (as defined
in the Plan) if the terms of the transaction do not provide for a procedure
whereby the participant may realize the difference between the option exercise
price and the value per share received by the shareholders. In no event will
payments of deferred cash incentive awards be made to participants, or option
vesting accelerated, under these change of control provisions to the extent that
the payment of the deferred cash incentive or the acceleration of option vesting
would be subject to the payment of the excise tax by the option holder under
Section 4999 of the Internal Revenue Code of 1986 (the "Code") or would result
in the loss of the Company's tax deduction under Section 280G of the Code.
FEDERAL INCOME TAX CONSEQUENCES
The grant of a nonqualified or an incentive stock option will have no tax
consequences to the participant or the Company. Upon the exercise of a
nonqualified stock option, the excess of the fair market value of the stock at
the date of exercise over the exercise price is taxable to a participant as
ordinary income. The Company will receive a corresponding deduction of that
amount as compensation. Upon the sale of Company stock resulting from an
exercise of an option, the participant will realize either short- or long-term
gain or loss. Options that are transferred without consideration to a trust or
partnership for estate planning purposes remain subject to the foregoing tax
treatment.
The participant will have no taxable income upon exercising an incentive
stock option (except that an alternative minimum tax may apply) and the Company
will not receive a deduction when an incentive stock option is exercised. If the
participant does not dispose of the shares of stock acquired upon exercise of an
incentive stock option within the two year period commencing on the day after
grant of the option or within one year after exercise, the gain or loss on a
subsequent sale will be a capital gain or loss to the participant. The Company
would not be entitled to a deduction in such an event. If the participant
disposes of the shares within the two year period described above, the
participant generally will realize ordinary income and the Company will be
entitled to a corresponding deduction.
The affirmative vote of the holders of at least a majority of the voting
interests of the outstanding shares of Times Mirror common stock represented and
entitled to vote at the meeting is required for approval of the amendments to
the 1992 Key Employee Long-Term Incentive Plan.
THE BOARD OF DIRECTORS OF THE COMPANY HAS ADOPTED THE AMENDMENTS TO THE
1992 KEY EMPLOYEE LONG-TERM INCENTIVE PLAN AND RECOMMENDS A VOTE FOR THEIR
APPROVAL.
21
<PAGE> 25
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company, on the recommendation of its Audit
Committee (consisting of directors who are neither officers nor employees of the
Company--see page 14), has appointed Ernst & Young as independent auditors for
the Company and its subsidiaries for 1995, subject to ratification by the
shareholders.
Ernst & Young has served as independent auditors for the Company since
1936. One or more members of the firm will attend the Annual Meeting. Ernst &
Young has indicated that it does not presently intend to make a statement at the
Annual Meeting, but a member of the firm will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.
OTHER MATTERS
Management does not know of any matter to be acted upon at the meeting
other than the matters described above. If any other matter properly comes
before the meeting, however, the proxy holders will vote thereon in accordance
with their best judgment.
22
<PAGE> 26
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information with respect to the compensation
of the chief executive officer and each of the other four most highly
compensated executive officers of the Company for services in all capacities to
the Company for the fiscal years ended December 31, 1992, 1993 and 1994. Also,
see Other Arrangements on page 34.
<TABLE>
<CAPTION>
Long-Term Compensation
-----------------------------------
Awards
------------------------
Securities Payouts
Annual Compensation Underlying -------
-------------------- Other Annual Restricted Stock LTIP All Other
Name and Salary Bonus Compensation Stock Options Payouts Compensation
Principal Position Year ($) ($) ($) (#)(4) (#) ($) ($)(6)
------------------------ ---- ------- --------- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert F. Erburu 1994 923,077 1,000,000 -- 0 97,500 0 4,500
Chairman of the Board, 1993 875,001 300,000 -- 0 190,000(5) 0 4,497
President and Chief 1992 875,001 0 -- 0 56,000 0 4,364
Executive Officer
Curtis A. Hessler 1994 498,078 400,000 74,096(2) 0 30,500 0 4,500
Executive Vice 1993 449,520 150,000 76,698 0 51,700(5) 0 4,497
President 1992 424,039 110,000 134,393 0 16,500 0 4,364
Richard T. Schlosberg, 1994 472,115 450,000 -- 0 30,500 0 4,500
III
Executive Vice 1993 399,038 150,000 -- 0 51,700(5) 0 4,497
President 1992 349,711 110,000 62,415 0 16,500 0 4,364
Donald F. Wright 1994 384,231 225,000 -- 0 18,440 0 4,500
Senior Vice President 1993 364,712 125,000 -- 0 39,400(5) 0 4,497
1992 349,711 125,000 -- 0 16,500 0 4,364
Thomas Unterman 1994 362,020 250,000 84,587(3) 25,000 17,400 0 4,500
Senior Vice President 1993 324,375 175,000 56,288 0 32,740(5) 0 4,497
and General Counsel 1992(1) 80,769 50,000 -- 0 4,000 0 0
</TABLE>
------------
(1) Mr. Unterman began employment with the Company on October 1, 1992.
(2) Includes $47,500 in relocation assistance.
(3) Includes $50,000 in relocation assistance.
(4) As of December 30, 1994, the number and value of restricted stock award
holdings were as follows: 12,500 ($392,250) by Mr. Erburu and 10,000
($313,800) by Mr. Hessler. The value of Mr. Unterman's 25,000 shares of
restricted stock at December 30, 1994 is not determinable since although he
received the stock for his performance in 1994, it was not awarded until the
following year. Dividends are payable on restricted stock to the extent paid
on the Company's Series A common stock.
(5) These combined amounts represent stock option awards for fiscal years 1993
and 1994 but which were made in 1993 due to a change in timing of the
awards.
(6) Amounts in this column are Company contributions to individual Savings Plus
Plan (401(k)) accounts.
23
<PAGE> 27
OPTION GRANTS TABLE
The following table sets forth all grants of stock options in 1994 to the
named executive officers of the Company under the Company's 1992 Key Employee
Long-Term Incentive Plan.
Option Grants in Fiscal Year 1994
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------------------------------
% of
Number of Total
Securities Options Grant
Underlying Granted Exercise Date
Options to or Base Present
Granted(1) Employees Price Expiration Value(2)
Name (#) in 1994 ($/Sh) Date ($)
--------------------------- --------- --------- -------- ---------- --------
<S> <C> <C> <C> <C> <C>
Robert F. Erburu 97,500 10.51 30.81 11/30/04 639,600
Curtis A. Hessler 30,500 3.29 30.81 11/30/04 200,080
Richard T. Schlosberg, III 30,500 3.29 30.81 11/30/04 200,080
Donald F. Wright 18,440 1.99 30.81 11/30/04 120,966
Thomas Unterman 17,400 1.88 30.81 11/30/04 114,144
</TABLE>
------------
(1) The options, which were granted on November 30, 1994, have a ten year term
and become exercisable nine years and nine months from the date of grant
unless sooner accelerated. Twenty-five percent of the options will become
eligible for accelerated vesting following the end of an initial three-year
performance cycle provided that the Company's total shareholder return over
the three-year period equals or exceeds a 30th percentile ranking relative
to the group of other major media/communications firms identified on page 31
over the same period. In the event that the Company's relative total
shareholder return performance equals or exceeds a 40th percentile ranking,
fifty percent of the options will become eligible for accelerated vesting.
Upon achievement of a relative total shareholder return ranking equal to or
greater than the 50th percentile of the peer group, all of the options will
become eligible for accelerated vesting. In the event that the Company's
relative total shareholder return performance for the initial three-year
performance cycle does not result in the accelerated vesting of 100% of the
options, remaining unvested options will become eligible for accelerated
vesting following the end of each successive fiscal year until the Company's
performance for the most recent three-year cycle results in the vesting of
100% of the options, or nine years and nine months have elapsed since the
date of grant.
(2) Based on the Black-Scholes option pricing model. The model assumes (a)
volatility calculated using the standard deviation of the Company's stock
price during the three years prior to the grant date (0.2219); (b) a
risk-free rate of return based on the weekly average of
24
<PAGE> 28
the 10-year Treasury Bill rate for the 52 weeks prior to the grant date
(6.91%); and (c) the actual annual dividend yield of the Company's stock on
the date of grant (3.36%). There is a vesting discount of 5% for each year
of vesting restrictions. The total discount for each grant of 25% was based
on assumed "cliff " vesting five years from the date of grant.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1994 AND
OPTION VALUES AT DECEMBER 30, 1994
The following tables set forth the number of securities underlying
unexercised options held by the named executive officers at December 30, 1994
and the value of unexercised in-the-money options at December 30, 1994. None of
the named executive officers exercised any stock options during 1994.
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Unexercised Options at In-The-Money Options
December 30, 1994 at December 30, 1994(1)
--------------------------- ---------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
------------------------------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Robert F. Erburu.................... 0 343,500 0 $54,844
Curtis A. Hessler................... 0 98,700 0 17,156
Richard T. Schlosberg, III.......... 0 98,700 0 17,156
Donald F. Wright.................... 0 73,340 0 10,373
Thomas Unterman..................... 0 54,140 0 14,788
</TABLE>
---------------
(1) Represents the difference between the closing price of the Company's Series
A common stock on December 30, 1994 ($31.3750) and the exercise price of the
options.
25
<PAGE> 29
LONG-TERM INCENTIVE PLAN AWARDS TABLE
The following table describes deferred cash incentives awarded in 1994
under the Company's Long-Term Incentive Plan to the named executive officers.
Long-Term Incentive Plan Awards in Fiscal Year 1994
<TABLE>
<CAPTION>
Performance or
Other Period Estimated Future Payouts
Until -----------------------------------
Maturation Threshold Target Maximum
Name or Payout(1) ($) ($) ($)
----------------------------- -------------- --------- ------- ---------
<S> <C> <C> <C> <C>
Robert F. Erburu 3 years 462,500 925,000 1,850,000
Curtis A. Hessler 3 years 137,500 275,000 550,000
Richard T. Schlosberg, III 3 years 137,500 275,000 550,000
Donald F. Wright 3 years 87,500 175,000 350,000
Thomas Unterman 3 years 82,500 165,000 330,000
</TABLE>
---------------
(1) Deferred cash incentive awards provide participants with the opportunity to
earn an annual cash award based on performance over the three-year period
prior to payout. Under the terms of the November 30, 1994 grant, performance
for earning awards is measured by a management accounting concept known as
Times Mirror Value Management -- Total Shareholder Return ("TMVM TSR"). For
a Times Mirror business, and for Times Mirror as a whole, TMVM TSR is a cash
flow based measure of value creation, taking into account the interim cash
flows and ending value of a business as compared to its initial value. In
the event that the Company's TMVM TSR over the Performance Cycle is equal to
at least 9% the participant will receive the threshold amount, 13% will
result in payout of the target and 21% and above will result in payout of
the maximum.
26
<PAGE> 30
The following material is not deemed to be part of a document filed with
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended, and is not to be deemed to be incorporated by reference in
any documents filed under the Securities Act of 1933, as amended, without the
express consent of the persons named below.
REPORT OF THE EXECUTIVE PERSONNEL
AND COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Committee Charter: The Board of Directors of The Times Mirror Company (the
"Company") has delegated to the Executive Personnel and Compensation Committee
(the "Committee") the authority to review, consider and determine the
compensation of the Company's Executive Officers. This Committee was first
established in 1962 and its activities have included the review and development
of executive compensation programs and the award of incentive payments under
those programs. The names of the Committee's members appear below. None of the
members of the Committee is employed by the Company and none is employed by
companies whose boards of directors include an officer of the Company.
Compensation Policies: The Committee's policies are designed to assist the
Company in attracting, retaining and motivating qualified executives by
providing competitive levels of compensation that integrate the Company's annual
and long-term performance goals, reward strong corporate performance, and
recognize individual initiative and achievements. Targeted levels of the
executives' overall compensation are set at levels that the Committee believes,
based on a regular review of survey data provided by independent, nationally
recognized compensation consulting firms, is at or slightly above the median of
other companies of comparable size, complexity and industry focus. The
compensation survey data reviewed by the Committee includes information on pay
levels for the specific companies included in the peer group used to compare the
Company's total shareholder return performance in the performance graph on page
31, as well as other companies within the media/communications industry against
which the Company may compete in whole or in part for business or talent. For
positions within specialized segments of the Company's business, including
magazines and programming, the Committee also reviews compensation data for
companies operating principally within such segments. Importantly, the
executives' compensation is weighted heavily toward programs contingent upon the
Company's near- and long-term financial performance and the return provided to
the Company's stockholders. The Committee notes that approximately 65% of the
total target compensation for Mr. Erburu in 1995 and approximately 55-60% of the
total target compensation for the named executive officers in 1995 will be
dependent upon Company performance. The Committee also believes that stock
ownership by management and stock-based performance compensation programs are
beneficial in aligning the interests of management and shareholders in enhancing
shareholder value.
27
<PAGE> 31
The Committee's policies were considered extensively in 1991 and 1992,
resulting in a decision to generally replace the Company's Restricted Stock Plan
with the proposal to and adoption by shareholders of the Company's 1992 Key
Employee Long-Term Incentive Plan (the "Long-Term Incentive Plan"). They were
again considered in 1993 in connection with the modification of this plan. As a
result of this process, the compensation of the Company's executives is balanced
among (a) an annual base salary which, together with certain benefits, is set at
approximately the median of the Company's peer group, subject to variation by
individual executive based on the executive's performance and length of service
with the Company, (b) the potential for an annual incentive award consistent
with industry practice and based on the level of the Company's operating income
and other financial, strategic and individual performance criteria, (c) an award
under the Long-Term Incentive Plan of stock options, of which the speed of
vesting is dependent upon the Company's performance in total shareholder return
over a three-year period relative to a group of comparable companies, and (d)
the potential for a deferred cash award under the Long-Term Incentive Plan based
on Company or business unit performance measured in terms of TMVM TSR (defined
above) over a three-year period.
In establishing salary levels, annual incentive award targets and award
targets under the Long-Term Incentive Plan, the Committee relies on advice and
competitive survey data provided by two independent and nationally recognized
compensation consulting firms: Strategic Compensation Associates and Towers,
Perrin. Based on information provided to the Committee by these firms, the
Committee believes that the total compensation program for the Company's
executive group falls within the policy guidelines established by the Committee
of providing a performance-sensitive compensation opportunity for the Company's
executives at or slightly above the median of the Company's peer group.
In recent years, consistent with the Committee's policy of emphasizing
performance-based pay, the actual compensation earned by the Company's senior
executives generally has fallen below median competitive levels due to modest
annual incentive payments and the failure of the Company to achieve the minimum
level of performance required under the Long-Term Incentive Plan for the
performance cycle ending on December 31, 1993 to generate deferred cash payments
or accelerate the vesting of stock options granted thereunder and the absence of
an award cycle ending in 1994.
In determining annual incentive award payments for 1994 performance, the
Committee considered the Company's 1994 operating results, which represented
meaningful improvement over the prior year despite the continued negative effect
of external economic conditions on the Company's most significant operating
units; the operating results of the Company's individual business units, where
applicable; strategic efforts to moderate the impact of the recession on the
Company's key businesses; and the performance against specific objectives
applicable to individual
28
<PAGE> 32
executives. In addition, the Committee considered the contributions made by
several executives to the creation of value in the Company's cable television
operations, its preservation during 1994 and the realization of that value in
the planning and execution of the merger of those operations with Cox
Communications, Inc. This consideration was reflected in the levels of annual
incentive awards paid to the executives involved in those activities, as well
as, in the case of one executive, the award of shares of restricted stock. In
addition, in determining the size of incentive awards to the named executive
officers, the Committee considered competitive data as well as the relative
responsibilities of the named executive officers.
Compensation of Robert F. Erburu, the Chief Executive Officer. The
Committee's consideration of the compensation of the Company's Chief Executive
Officer, Mr. Robert F. Erburu, was strongly influenced by the contribution Mr.
Erburu has made during his career with the Company; his role as a representative
of the Company in the industry, its community and in national affairs; the
progress the Company is making in diversifying its operations into
non-advertising-based businesses; and the Company's efforts to moderate the
severe impact of the recent recession on the most significant operating units of
the Company. The Committee also considered the fact that Mr. Erburu voluntarily
declined base salary increases and the payment of annual bonus-incentive awards
in 1991, 1992 and 1993. In addition, the Committee considered Mr. Ebruru's
contribution to the development of the Company's cable television business and
to its merger with Cox Communications, Inc. Finally, it considered data
presented by the Company's compensation consultants regarding the base salary,
annual cash compensation and total compensation provided to the CEO's of the
Company's industry peers. This data indicated that the recent actual total
compensation provided to Mr. Erburu has been significantly below the median
compensation of his industry counterparts. Based on the consideration of the
above factors, the Committee determined to increase Mr. Erburu's annual base
salary for 1995 to $950,000 and to award an annual bonus-incentive for 1994 of
$1,000,000, which Mr. Erburu elected to defer under the Company's Deferred
Compensation Plan for Executives in order to not violate the provisions of
Section 162(m) of the Code. Based on the competitive data provided by the
Company's compensation consultants, the increase in Mr. Erburu's annual base
salary results in a salary level equal to approximately the 75th percentile of
CEO salaries among the Company's peer group. Under the Long-Term Incentive Plan
an award cycle did not end in 1994, and as a result, an award was not payable
under this plan with respect to 1994.
In establishing Mr. Erburu's award targets under the 1995 executive
bonus-incentive program and his stock option grant and target long-term cash
award for the performance cycle beginning with the Company's 1995 fiscal year,
the Committee relied extensively on the competitive compensation data provided
by its compensation consultant and the Committee's opinion regarding the portion
of Mr. Erburu's total target compensation that should be dependent upon annual
and long-term performance. Based on these considerations, the Committee granted
Mr. Erburu an
29
<PAGE> 33
option to purchase 97,500 shares of Times Mirror Series A common stock and a
target cash opportunity of $925,000 under the Long-Term Incentive Plan. Mr.
Erburu will be entitled to receive a pro-rata portion of the deferred cash
incentive award, if any, earned by the Company's achievement of specified TMVM
TSR objectives over the 1995 through 1997 performance cycle and a portion of the
stock options, both of which will vest following his retirement date and which
will be based upon his service from the date of commencement of the performance
cycle for the deferred cash incentive award and the date of grant for stock
options, through his retirement date.
Company Policy Regarding Section 162(m) of the Internal Revenue Code: The
1993 Omnibus Budget Reconciliation Act ("OBRA") became law in August 1993. Under
the new law, income tax deductions for compensation paid by publicly-traded
companies may be limited to the extent total compensation (including base
salary, annual bonus, restricted stock awards, stock option exercises, and
non-qualified benefits) for certain executive officers exceeds $1 million in any
one year. Under OBRA, the deduction limit does not apply to payments which
qualify as "performance-based." To qualify as "performance-based," compensation
payments must be made from a plan that is administered by a committee of outside
directors. In addition, the material terms of the plan must be disclosed to and
approved by shareholders, and the committee must certify that the performance
goals were achieved before payments can be awarded.
The Committee intends to design the Company's compensation programs to
conform with the OBRA legislation and related regulations so that total
compensation paid to any employee will not exceed $1 million in any one year,
except for compensation payments in excess of $1 million which qualify as
"performance-based." However, the Company may pay compensation which is not
deductible in limited circumstances when sound management of the Company so
requires.
<TABLE>
<S> <C>
Clayton W. Frye, Jr., Chairman Alfred E. Osborne, Jr.
Donald R. Beall William Stinehart, Jr.
John E. Bryson Warren B. Williamson
</TABLE>
30
<PAGE> 34
STOCK PRICE PERFORMANCE GRAPH
The stock price performance graph depicted below shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
The graph below compares the cumulative total return of Times Mirror, the
S&P 500 Stock Index and the following group of peer companies: A. H. Belo
Corporation, Capital Cities ABC, Inc., Dow Jones & Co., Inc., E. W. Scripps
Company, Gannett, Inc., Knight-Ridder, Inc., McClatchy Newspapers, Inc., McGraw
Hill, Inc., Media General, Inc., Meredith Corporation, Multimedia, Inc., New
York Times Company, Tribune Company, and the Washington Post Company.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN(1)(2)
OF TIMES MIRROR, S&P 500 AND PEER GROUP
<TABLE>
<CAPTION>
PEER GROUP
MEASUREMENT PERIOD (WEIGHTED
(FISCAL YEAR COVERED) TIMES MIRROR S&P 500 AVERAGE)
<S> <C> <C> <C>
1989 100 100 100
1990 78 97 81
1991 93 126 92
1992 97 136 104
1993 108 150 122
1994 105 152 127
</TABLE>
(1) Assumes $100 invested on December 31, 1989 in the stock of Times Mirror and
the peer group companies. Total Shareholder Return assumes reinvestment of
dividends.
(2) S&P 500 and Peer Group data weighted by market capitalization as of
beginning of each year.
31
<PAGE> 35
RETIREMENT PLANS
The following table illustrates the maximum annual benefits payable as a
single life annuity under the basic benefit formula in the Pension Plan (see
below) to an officer or employee retiring at age 65 with the specified
combination of final average salary and years of credited service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Credited Service at Retirement
Final Average ----------------------------------------------------
Salary (5 years) 15 20 25 30 35
---------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 300,000 ....................... $ 78,750 $105,000 $131,250 $157,500 $183,750
400,000 ....................... 105,000 140,000 175,000 210,000 245,000
500,000 ....................... 131,250 175,000 218,750 262,500 306,250
600,000 ....................... 157,500 210,000 262,500 315,000 367,500
700,000 ....................... 183,750 245,000 306,250 367,500 428,750
800,000 ....................... 210,000 280,000 350,000 420,000 490,000
900,000 ....................... 236,250 315,000 393,750 472,500 551,250
1,000,000 ....................... 262,500 350,000 437,500 525,000 612,500
1,100,000 ....................... 288,750 385,000 481,250 577,500 673,750
</TABLE>
The Company maintains a retirement income plan (the "Pension Plan") which
is a funded, qualified, non-contributory, defined benefit plan that covers
substantially all salaried employees, including executive officers. The Pension
Plan provides benefits based on the participant's highest average salary for
five consecutive years within the ten years prior to retirement and the
participant's length of service. Benefit amounts will be offset by a portion of
the primary Social Security benefit to be received by the participant. A
survivor's annuity for the spouse of a vested participant is also provided.
In general, compensation covered by the Pension Plan includes salary and
wages, but does not include bonuses, overtime pay, or other unusual or
extraordinary compensation. For the executive officers whose compensation is
shown in the table on page 23 up to $150,000 in 1994 and designated as salary in
that table is covered by the Pension Plan. Credited years of service under the
Pension Plan as of December 31, 1994 were approximately 34 years for Mr. Erburu,
4 years for Mr. Hessler, 7 years for Mr. Schlosberg, 17 years for Mr. Wright and
2 years for Mr. Unterman.
The amounts shown in the table above have been calculated without
adjustment for Social Security benefits, and thus may be subject to reduction to
recognize primary Social Security benefits to be received by the participant.
The amounts shown in the table above have also been calculated without reference
to the maximum limitations ($118,800 in 1994) imposed by the
32
<PAGE> 36
Internal Revenue Code on benefits which may be paid, or on compensation that may
be recognized, under a qualified defined benefit plan. Optional forms of payment
available under the Pension Plan may result in substantially reduced payments to
an employee electing such an option.
In addition to the amounts shown in the above table, active participants
employed on March 29, 1985 are eligible for a past service benefit improvement
as a single sum equal to 2% of 1984 base salary times years of credited service
before 1985. This amount will be increased by an amount equal to interest,
currently at 7 1/2% per annum, until termination or retirement and then may be
paid as a single sum or converted into an equivalent annuity commencing at
retirement.
The Company also maintains an Employee Stock Ownership Plan (the "ESOP").
Benefits provided by the ESOP are coordinated with benefits provided under the
Pension Plan so that benefits payable under the ESOP will be offset against
benefits otherwise payable under the Pension Plan. Officers of the Company are
eligible to participate in the ESOP and, subject to applicable limitations
imposed by the Internal Revenue Code and by the Employee Retirement Income
Security Act of 1974, will be entitled to receive shares allocated to their
accounts and other benefits provided by the ESOP. Estimated individual account
balances as of December 31, 1994, including estimated allocations for 1994,
included approximately 6,603 shares of Series A and Series C common stock for
Mr. Erburu, 648 shares for Mr. Hessler, 2,455 shares for Mr. Schlosberg, 4,255
shares for Mr. Wright and 331 shares for Mr. Unterman.
The Company also maintains a Supplemental Executive Retirement Plan (the
"SERP") to provide retirement benefits for certain officers of the Company
designated by the Executive Personnel and Compensation Committee (the
"Compensation Committee"). Participants in the SERP will be entitled to receive
benefits thereunder after reaching age 65 in addition to benefits payable under
all other employee benefit plans. Of the named officers on page 23, the
Compensation Committee has designated Messrs. Erburu, Hessler, Schlosberg and
Wright as participants in the SERP.
Benefits payable under the SERP will be determined in substantially the
same manner as under the Pension Plan except that (a) earnings shall include
both base salary and awards under the bonus-incentive program, and (b) the
amount payable shall be calculated without regard to the provisions of Section
415 of the Internal Revenue Code or other legal limits on benefits under a
qualified pension plan. The SERP provides that each participant shall receive
benefits thereunder at least equal to the difference between the amount such
participant is entitled to receive under the Pension Plan and the amount he or
she would have been entitled to receive without regard to the maximum
limitations imposed by the Internal Revenue Code. If a married participant dies,
his or her spouse will be entitled to receive a lifetime annuity equal to
approximately one-half the amount the participating officer would have been
entitled to receive under the SERP as of the date of the participant's death.
33
<PAGE> 37
The SERP is unfunded. Except for the annuity payable to a spouse after the
death of a participant, no benefits are payable under the SERP, and participants
have no vested rights thereunder, unless and until a participant continues in
the employ of the Company until retirement on or after attaining age 65 or the
Compensation Committee grants the executive vested status, except that Mr.
Erburu's benefits under the SERP are now fully vested and he may elect to
commence benefits under the SERP upon termination of his employment without
reduction to reflect commencement prior to age 65. The SERP also provides that
upon a change of control, the benefits of each participant under the SERP (other
than Mr. Erburu whose benefits under the SERP are already fully vested), shall
be fully vested and each such participant shall be entitled to receive his or
her benefits under the SERP commencing upon termination of employment, provided
that any such benefit commencing prior to age 65 shall be actuarially reduced to
reflect its commencement prior to age 65.
The Company has established an ERISA excess retirement plan (the "Excess
Plan") to provide pension benefits for certain employees including officers of
the Company. The Excess Plan provides that each participant will receive
benefits thereunder equal to the difference between the amount such participant
is entitled to receive under the Pension Plan and the amount he or she would
have been entitled to receive without regard to the maximum limitations imposed
by the Internal Revenue Code. Participants will be vested under the Excess Plan
under the same vesting provisions as the Pension Plan. The Excess Plan is
unfunded.
OTHER ARRANGEMENTS
The Company has an agreement with Mr. Otis Chandler, a director of the
Company, under which he is entitled to receive supplemental payments from the
Company sufficient to provide an aggregate of $300,000 each year from (i)
payments made to or for Mr. Chandler's account under the Company's Pension Plan
and ESOP, and (ii) supplemental payments to be made by the Company. That
agreement also provides for payment of supplemental benefits to Mr. Chandler's
widow following his death sufficient to provide her, from her survivor's annuity
under the Company's Pension Plan and a supplemental benefit from the Company, an
aggregate of one-half of the amount Mr. Chandler is entitled to receive. Mr. and
Mrs. Chandler are also entitled to continuation of life insurance on Mr.
Chandler's life and medical and dental coverage provided for certain active and
retired officers.
Larry W. Wangberg, former Senior Vice President of the Company and former
President and Chief Executive Officer of Times Mirror Cable Television, was a
named executive officer in the Company's 1994 Proxy Statement. Mr. Wangberg
terminated employment from the Company in February 1995 and in recognition of
his contribution to the successful completion of the merger of Times Mirror
Cable Television with Cox Communications received payments from the Company
34
<PAGE> 38
totalling $1,250,000 as well as severance compensation from the acquiror of the
Company's cable television business.
REVOCATION OF PROXIES
Any shareholder may revoke a proxy by written notice of revocation
delivered to the Company's transfer agent, First Interstate Bank of California,
P.O. Box 30042, Terminal Annex, Los Angeles, California 90030-9990, or to the
Secretary of the Company at Times Mirror Square, Los Angeles, California 90053,
by executing another proxy bearing a later date, or by voting the shares in
person at the meeting of shareholders.
1996 ANNUAL MEETING
Shareholder proposals must be received by the Company on or before November
22, 1995 to be considered for inclusion in the proxy statement and presentation
at the 1996 Annual Meeting of Shareholders, which is expected to be held on May
7, 1996.
GENERAL
The cost of soliciting proxies will be borne by the Company. Proxy cards
and materials will also be distributed to beneficial owners of stock through
brokers, dealers, banks, voting trustees, custodians, nominees and other like
parties and the Company will reimburse such parties for their charges and
expenses in connection therewith at the rates approved by the New York Stock
Exchange. The Company has retained D.F. King & Co. to assist in the solicitation
of proxies. D.F. King & Co. may solicit proxies by mail, telephone, telegraph
and personal solicitation, and will request brokerage houses and other nominees,
fiduciaries and custodians nominally holding shares of Series A Common Stock of
record to forward proxy soliciting material to the beneficial owners of such
shares. For these services, the Company will pay D.F. King & Co. a fee estimated
not to exceed $16,500, plus reimbursement of expenses. In addition, following
the original mailing of the proxy soliciting material, directors, officers and
regular employees of the Company may solicit proxies by mail, telephone,
telegraph and personal interview, for which they will receive no additional
compensation.
O. JEAN WILLIAMS
Secretary
March 24, 1995
35
<PAGE> 39
TIMES MIRROR
NOTICE OF
ANNUAL
MEETING
AND
PROXY
STATEMENT
<TABLE>
<C> <S>
TIME TUESDAY, MAY 2, 1995
AT 9:30 IN THE MORNING
PLACE HARRY CHANDLER AUDITORIUM
TIMES MIRROR SQUARE
FIRST AND SPRING STREETS
IN LOS ANGELES
</TABLE>
TIMES MIRROR
TIMES MIRROR SQUARE, LOS ANGELES, CALIFORNIA 90053
<PAGE> 40
GOLD
TO: Bank of America, NT&SA
Trustee for The Times Mirror Savings Plus Plan and
James F. Guthrie, James R. Simpson and Thomas Unterman, Trustees for The
Times Mirror Employee Stock Ownership Plan
Please vote all shares of Times Mirror Series A and Series C common stock
held in my account under The Times Mirror Savings Plus Plan (including PAYSOP)
and all such shares allocated to my account under The Times Mirror Employee
Stock Ownership Plan as follows:
IMPORTANT: PLEASE MARK BOXES TO GIVE VOTING INSTRUCTIONS (SEE NOTE BELOW)
1. ELECTION OF DIRECTORS
<TABLE>
<S> <C>
/ / FOR ALL NOMINEES LISTED / / WITHHOLD AUTHORITY
(Except as marked to the contrary below) to vote for all of the nominees listed below
</TABLE>
CLASS III: Otis Chandler, Robert F. Erburu, Clayton W. Frye, Jr., David
Laventhol, Harold M. Williams
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name below)
--------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
2. FOR / / AGAINST / / ABSTAIN / / approval of amendments to 1992 Key Employee Long-Term Incentive
Plan
3. FOR / / AGAINST / / ABSTAIN / / ratifying the appointment of Ernst & Young LLP as Independent
Auditors for the Company and its subsidiaries
---------------------------------------------------- -------------------------------------
Please sign exactly as imprinted on reverse Date
</TABLE>
NOTE: YOUR VOTING INSTRUCTIONS ARE SOLICITED FOR SHARES IN YOUR SAVINGS PLUS
PLAN ACCOUNT (INCLUDING PAYSOP) AND SHARES ALLOCATED TO YOUR ACCOUNT UNDER THE
ESOP. ALL SUCH SHARES WILL BE VOTED AS YOU DIRECT, BUT IF YOU FAIL TO RETURN
YOUR INSTRUCTIONS YOUR SHARES HELD IN THE ESOP AND IN THE PAYSOP PORTION OF THE
SAVINGS PLUS PLAN WILL BE VOTED AT THE DISCRETION OF THE TRUSTEES. YOUR SHARES
IN THE SAVINGS PLUS PLAN, EXCLUSIVE OF THE PAYSOP ACCOUNT, WILL REMAIN UNVOTED
AND WILL BE RECORDED AS ABSTENTIONS IF YOU FAIL TO RETURN YOUR INSTRUCTIONS.
TO: Participants in The Times Mirror Savings Plus Plan
and The Times Mirror Employee Stock Ownership Plan
The Times Mirror Savings Plus Plan (the "SPP") and The Times Mirror Employee
Stock Ownership Plan (the "ESOP") provide that the Trustees shall vote all
shares of Times Mirror Common Stock held in the SPP (including PAYSOP) and all
shares allocated to participants' accounts under the ESOP at any meeting of
shareholders of the Company in accordance with written instructions from the
participants. PLEASE MARK YOUR VOTING INSTRUCTIONS for the May 2, 1995 Annual
Meeting of Shareholders or any adjournment thereof in the spaces provided on the
reverse side of this card, sign and date the form and return it to the Company's
transfer agent in the enclosed postage prepaid envelope. PLEASE RETURN THIS CARD
PROMPTLY.
THE TRUSTEES
YOU MAY RECEIVE OTHER
INSTRUCTION CARDS FOR
SHARES REGISTERED IN A
DIFFERENT MANNER. IF SO,
PLEASE SIGN AND RETURN ALL
SUCH INSTRUCTION CARDS IN
THE ENCLOSED ENVELOPE.
SERIES A AND SERIES C
<PAGE> 41
WHITE
[LOGO] TIMES MIRROR
P
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- MAY 2, 1995
The undersigned, revoking all prior proxies, hereby appoint ROBERT F.
ERBURU and DAVID LAVENTHOL, or each or either of them, proxies for the
undersigned, with full power of substitution, to vote all shares of Series
A common stock and Series C common stock which the undersigned is entitled
to vote at the Annual Meeting of Shareholders of The Times Mirror Company
R to be held in Los Angeles, California on May 2, 1995 at 9:30 a.m.,
Pacific Daylight Time, or at any adjournment thereof, upon such business
as may properly come before the meeting or at any adjournment thereof
including, without limiting such general authorization, the following
proposals described in the accompanying proxy statement:
1. ELECTION OF DIRECTORS
<TABLE>
<S> <C>
O
/ / FOR ALL NOMINEES LISTED / / WITHHOLD AUTHORITY
(Except as marked to the contrary below) to vote for all of the nominees listed below
</TABLE>
Class III: Otis Chandler, Robert F. Erburu, Clayton W.
Frye, Jr., David Laventhol, Harold M. Williams
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name below)
X
---------------------------------------------------------------------------
2. FOR / / AGAINST / / ABSTAIN / / approval of amendments to the 1992
Key Employee Long-Term Incentive
Plan
3. FOR / / AGAINST / / ABSTAIN / / ratifying the appointment of Ernst &
Young LLP as Independent Auditors
for the Company and its subsidiaries
Y
SERIES A AND SERIES C
(continued, and to be signed on reverse side)
(continued from other side)
UNLESS OTHERWISE SPECIFIED ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF DIRECTORS, FOR APPROVAL OF THE AMENDMENTS TO THE 1992 KEY
EMPLOYEE LONG-TERM INCENTIVE PLAN, AND FOR RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned agree
that said proxies may vote
in accordance with their
discretion with respect to
any other matters which may
properly come before the
meeting. Should any nominee
for director become
unavailable, discretionary
authority is conferred to
vote for a substitute. The
undersigned instructs such
proxies to vote as directed
on the reverse side.
<TABLE>
<S> <C>
SERIES A This Proxy should be dated,
SERIES C signed by the shareholder
exactly as printed at the
left and returned promptly
in the enclosed envelope.
Persons signing in a
fiduciary capacity should
so indicate.
</TABLE>
Dated..................., 1995
..............................
(Signature)
..............................
(Signature)
/ / I PLAN TO ATTEND THE MEETING. / / PLEASE SEND PARKING CARD.
