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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
(FINAL AMENDMENT)
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
------------------------
THE TIMES MIRROR COMPANY
(NAME OF ISSUER)
THE TIMES MIRROR COMPANY
(NAME OF PERSON(S) FILING STATEMENT)
SERIES A COMMON STOCK, $1.00 PAR VALUE PER SHARE
SERIES C COMMON STOCK, $1.00 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
887364107
887364305
(CUSIP NUMBER OF CLASS OF SECURITIES)
ROBERT F. ERBURU
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
THE TIMES MIRROR COMPANY
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
(213) 237-3700
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
PETER F. ZIEGLER, ESQ.
GIBSON, DUNN & CRUTCHER
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
(213) 229-7000
FEBRUARY 16, 1995
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$310,562,681* $62,113**
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* For purposes of calculating the fee only. The Transaction Valuation has been
determined by multiplying (i) the greater of the per share value of the
Series A Common Stock and the per share value of the Series C Common Stock
by (ii) 16,563,343, the maximum number of shares of Series A Common Stock
and Series C Common Stock that the Company is offering to acquire in the
Exchange Offer. The per share value of the Series A Common Stock is $18.75,
the average of $18.875 and $18.625 (the high and low sale prices of the
Series A Common Stock on February 14, 1995 on the New York Stock Exchange).
The per share value of the Series C Common Stock, for which there is no
market, is $10.05, which equals the book value as of September 25, 1994 of
such securities.
** The amount of the filing fee, calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934, equals 1/50 of one percentum
of the value of the securities to be acquired.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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Amount Previously Paid: $62,396 Filing Party: The Times Mirror Company, formerly known as New TMC Inc.
Form or Registration No.: 33-87482 Date Filed: December 16, 1994
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This Amendment No. 1 (Final Amendment) amends and supplements the Issuer
Tender Offer Statement on Schedule 13E-4 dated February 16, 1995 (the "Schedule
13E-4") of The Times Mirror Company (the "Company") filed in connection with the
Company's offer to exchange up to 16,563,343 shares of Series A Common Stock,
par value $1.00 per share ("Series A Common Stock"), and Series C Common Stock,
par value $1.00 per share ("Series C Common Stock" and collectively with the
Series A Common Stock, the "Common Stock"), for shares of the Company's
Conversion Preferred Stock, Series B, par value $1.00 per share ("Series B
Preferred Stock"), at a rate of one share of Series B Preferred Stock for each
share of Common Stock tendered and accepted. Capitalized terms not defined
herein have the meanings set forth in the Schedule 13E-4.
Items 4 and 9 and the Exhibit Index of the Schedule 13E-4 are hereby
amended by adding the following:
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
At 12:00 midnight, New York City time, on March 16, 1995, the Exchange
Offer expired. Based on the information provided by First Interstate Bank of
California, the Exchange Agent, a total of 55,207,378.572 shares of Common Stock
were tendered for exchange, of which 49,795,885.572 were shares of Series A
Common Stock and 5,411,493 were shares of Series C Common Stock. Because the
Exchange Offer was oversubscribed, the Company accepted 29.9311% of the shares
of Common Stock tendered by each holder in exchange for a like number of shares
of Series B Preferred Stock, after accepting all shares of Common Stock tendered
by holders of 99 or fewer shares who tendered all their shares. Fractional
shares of Series B Preferred Stock are not being issued; all fractions are being
rounded down to the next largest whole share. As a result of the Exchange Offer,
the total number of shares of Common Stock outstanding is approximately 112.0
million, of which 82.9 million are shares of Series A Common Stock and 29.1
million are shares of Series C Common Stock.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(11) -- Press release issued by the Company on March 17, 1995.
(a)(12) -- Press release issued by the Company on March 23, 1995.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
THE TIMES MIRROR COMPANY
By: /s/ THOMAS UNTERMAN
--------------------------------
Thomas Unterman
Executive Vice President
and General Counsel
Dated: March 28, 1995
2
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE*
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(a)(11) -- Press release issued by the Company on March 17, 1995.
(a)(12) -- Press release issued by the Company on March 23, 1995.
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EXHIBIT (A)(11)
[LOGO] TIMES MIRROR
NEWS
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TIMES MIRROR
Times Mirror Square
Los Angeles, CA 90053
213 237-3920
FOR IMMEDIATE RELEASE
TIMES MIRROR CONCLUDES
PREFERRED EQUITY REDEMPTION CUMULATIVE STOCK(TM)
(PERCS(R)) Offer;
Announces Estimate of Pro Ration Due to Oversubscription
LOS ANGELES, CALIFORNIA, March 17, 1995 -- The Times Mirror Company
announced today that the one-for-one exchange offer of 16,563,343 shares of its
Preferred Equity Redemption Cumulative Stock(TM) (PERCS(R)) for shares of its
common stock has been fully subscribed and expired as planned at midnight
(Eastern time) on March 16, 1995.
A total of 55,200,670.573 common shares were tendered for exchange, of
which 49,789,891.573 were shares of Series A Common Stock, and 5,410,779 were
shares of Series C Common Stock. Of the total common shares tendered in the
exchange, approximately 4,333,562.862 common shares were tendered by notice of
Guaranteed Delivery, of which 2,632,255.862 represented shares of Series A
Common Stock and 1,701,307 represented shares of Series C Common Stock.
Because the PERCS exchange offer is oversubscribed, the Company will accept
shares for exchange on a pro rata basis. Based on preliminary information, and
assuming completion of guaranteed deliveries and the resolution of legal
questions relating to certain tenders, the Company would accept 29.9739% of the
common stock tendered by each holder in exchange for a like number of shares of
PERCS, after fully accepting tenders from holders of 99 or fewer shares of
common stock who tender all their shares. Common shares not accepted will be
returned. A final determination of the pro ration of PERCS shares will be made
no later than Thursday, March 23, 1995.
The company expects that the PERCS will begin trading on a "when issued"
basis on the New York Stock Exchange beginning today. Also, trading of Times
Mirror Series A Common Stock that has been tendered but not accepted because of
the oversubscription will be permitted on a "when distributed" basis on the New
York Stock Exchange beginning today.
Based on the preliminary pro ration, the total number of common shares
outstanding of would decline to approximately 112.1 million, of which 83.0
million represent Series A Common Stock and 29.1 million represent Series C
Common Stock.
Each share of PERCS has a stated value of $21.131 and terms of the PERCS
include a dividend at the annual rate of $1.374 ($0.3535 per quarter) per share
and automatic conversion at the end of three years into one share of Series A
Common Stock, if not previously redeemed by the Company.
The PERCS may be called by Times Mirror for redemption until March 31, 1998
at a per share price equal to $28.52685 plus an amount approximately equal to
the amount of incremental dividends that would have accrued on a PERCS share
between the redemption date and March 31, 1998 but for the redemption. The
redemption price is payable in shares of Times Mirror Series A Common Stock,
plus cash equal to dividends accrued and unpaid to the redemption date.
This offering was made pursuant to the terms of the settlement of certain
litigation that arose in connection with the recently completed $2.3 billion
disposition of Times Mirror's cable television operations with Cox
Communications, Inc. In connection with the settlement, the Chandler Trusts
agreed not to participate in the exchange offer.
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EXHIBIT (A)(12)
[LOGO] TIMES MIRROR
NEWS
--------------------------------------
TIMES MIRROR
Times Mirror Square
Los Angeles, CA 90053
213 237-3920
FOR IMMEDIATE RELEASE
TIMES MIRROR ANNOUNCES FINAL RESULTS
OF PERCS(R) EXCHANGE OFFER
LOS ANGELES, CALIFORNIA, March 23, 1995 -- The Times Mirror Company
announced today the final results of its offer of 16,563,343 shares of its
Preferred Equity Redemption Cumulative Stock(TM) (PERCS(R)) for shares of its
common stock.
A total of 55,207,378.572 common shares were tendered for exchange, of
which 49,795,885.572 were shares of Series A Common Stock, and 5,411,493 were
shares of Series C Common Stock.
Because the PERCS exchange offer was oversubscribed, the Company has
accepted 29.9311 percent of the common stock tendered by each holder in exchange
for a like number of shares of PERCS, after fully accepting tenders from holders
of 99 or fewer shares of common stock who tender all their shares. Fractional
PERCS shares are not being issued. The Company is returning to shareholders the
balance of the common shares tendered but not accepted because of the
oversubscription.
The PERCS, which are listed on the New York Stock Exchange under "TMC Pr.
P" began trading on a "when issued" basis on March 17, 1995. As a result of the
exchange offer, the total number of common shares outstanding is approximately
112.0 million, of which 82.9 million are shares of Series A Common Stock and
29.1 million are shares of Series C Common Stock.
Each share of PERCS has a stated value of $21.131 and terms of the PERCS
include a dividend at the annual rate of $1.374 ($0.3435 per quarter) per share
and automatic conversion at the end of three years into one share of Series A
Common Stock, if not previously redeemed by the Company.
The PERCS may be called by Times Mirror for redemption until March 31, 1998
at a per share price equal to $28.52685 plus an amount approximately equal to
the amount of incremental dividends that would have accrued on a PERCS share
between the redemption date and March 31, 1998 but for the redemption. The
redemption price is payable in shares of Times Mirror Series A Common Stock,
plus cash equal to dividends accrued and unpaid to the redemption date.
Times Mirror (TMC -- New York and Pacific stock exchanges), a Los
Angeles-based consumer and professional information company, publishes the Los
Angeles Times, Newsday/New York Newsday and other newspapers, a wide array of
books, information and educational products for professional markets; and
national and trade magazines and multimedia software for consumer markets.
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Press Information: Investor Information:
Martha Goldstein Jean Jarvis
Times Mirror Times Mirror
(213) 237-3727 (213) 237-3935
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Times Mirror (TMC -- New York and Pacific stock exchanges), a Los
Angeles-based consumer and professional information company, publishes the Los
Angeles Times, Newsday/New York Newsday and other newspapers, a wide array of
books, information and educational products for professional markets; and
national and trade magazines and multimedia software for consumer markets.
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<S> <C>
Press Information: Investor Information:
Martha Goldstein Jean Jarvis
Times Mirror Times Mirror
(213) 237-3727 (213) 237-3935
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