<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 1995
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
THE TIMES MIRROR COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 95-4481525
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
TIMES MIRROR SQUARE, LOS ANGELES, CALIFORNIA 90053
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE TIMES MIRROR COMPANY
1992 KEY EMPLOYEE LONG-TERM INCENTIVE PLAN
1988 EXECUTIVE STOCK OPTION PLAN
1984 EXECUTIVE STOCK OPTION PLAN
1976 EXECUTIVE STOCK OPTION PLAN
AND
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
MARK H. WILLES
PRESIDENT
AND CHIEF EXECUTIVE OFFICER
THE TIMES MIRROR COMPANY
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
(213) 237-3700
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
PETER F. ZIEGLER, ESQ.
GIBSON, DUNN & CRUTCHER
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
(213) 229-7000
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
Series A Common Stock, $1.00 par
value per share.................. 857,286 $1.00 $1.00 $50.00
- --------------------------------------------------------------------------------------------------------------
Series C Common Stock, $1.00 par
value per share................. 6,078 $1.00 $1.00 $50.00
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</TABLE>
(1) Of the 857,286 shares of Series A Common Stock being registered hereunder,
(i) 703,680 shares are reserved for issuance pursuant to the 1992 Key
Employee Long-Term Incentive Plan, (ii) 100,139 shares are reserved for
issuance pursuant to the 1988 Executive Stock Option Plan, (iii) 16,712
shares are reserved for issuance pursuant to the 1984 Executive Stock Option
Plan ("1984 Option Plan"), (iv) 600 shares are reserved for issuance
pursuant to the 1976 Executive Stock Option Plan ("1976 Option Plan") and
(v) 36,155 shares are reserved for issuance pursuant to the Non-Employee
Director Stock Option Plan. Of the 6,078 shares of Series C Common Stock
being registered hereunder, (i) 5,471 shares are reserved for issuance
pursuant to the 1984 Option Plan and (ii) 607 shares are reserved for
issuance pursuant to the 1976 Option Plan. Pursuant to Rule 416, there is
also being registered such number of additional shares of Series A Common
Stock and Series C Common Stock which may become available for issuance
pursuant to the foregoing plans in the event of certain changes in
outstanding shares, including reorganizations, recapitalizations, stock
splits, stock dividends and reverse stock splits.
(2) This Registration Statement is filed to register the increase, pursuant to
an antidilution provision, in the number of shares issuable under plans and
options for which a Registration Statement on Form S-8 was previously filed
on January 19, 1995 (the "Initial Registration Statement"). Because the
aggregate offering price for all shares covered by such plans and options,
as calculated pursuant to Securities Act Rule 457(h)(1) for the Initial
Registration Statement, has not been affected by such antidilution
adjustment, no additional registration fee is due. Accordingly, the minimum
registration fee of $100 required under Section 6(b) of the Securities Act
is being paid in connection with this filing.
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<PAGE> 2
INCORPORATION BY REFERENCE
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-88618) are hereby incorporated by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:
(1) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;
(2) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995;
(3) the Registrant's Current Reports on Form 8-K dated February 1,
1995 and March 23, 1995; and
(4) the descriptions of the Series A Common Stock and Series C Common
Stock set forth under the caption "Description of Registrant's Securities
to be Registered" in the Registrant's Registration Statement on Form 8-A
dated November 21, 1994, as amended on December 8, 1994, together with any
amendment or report filed with the Commission for the purpose of updating
such descriptions.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document that also is
incorporated or deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement. Subject to the foregoing, all information appearing in
this Registration Statement is qualified in its entirety by the information
appearing in the documents incorporated by reference.
ITEM 8. EXHIBITS
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<S> <C>
5 Opinion of Gibson, Dunn & Crutcher.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5).
24 Power of Attorney (included on pages 3 and 4).
</TABLE>
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 21st day of
June, 1995.
THE TIMES MIRROR COMPANY
By /s/ MARK H. WILLES
------------------------------------
Mark H. Willes
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Mark H.
Willes and James F. Guthrie as such person's true and lawful attorney-in-fact
and agent with full power of substitution for such person and in such person's
name, place and stead, in any and all capacities, to sign and to file with the
Securities and Exchange Commission any and all amendments and post-effective
amendments to this Registration Statement, with exhibits thereto and other
documents in connection therewith, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or any
substitute therefor, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------------- ------------------------------- ---------------
<C> <C> <S>
/s/ MARK H. WILLES Director, President and June 21, 1995
- ---------------------------------------------- Chief Executive Officer
Mark H. Willes (Principal Executive Officer)
/s/ JAMES F. GUTHRIE Vice President and June 21, 1995
- ---------------------------------------------- Chief Financial Officer
James F. Guthrie (Principal Financial and
Accounting Officer)
/s/ ROBERT F. ERBURU Chairman of the Board June 21, 1995
- ----------------------------------------------
Robert F. Erburu
/s/ C. MICHAEL ARMSTRONG Director June 21, 1995
- ----------------------------------------------
C. Michael Armstrong
/s/ GWENDOLYN GARLAND BABCOCK Director June 21, 1995
- ----------------------------------------------
Gwendolyn Garland Babcock
</TABLE>
3
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------------- ------------------------------- ---------------
<C> <C> <S>
/s/ DONALD R. BEALL Director June 21, 1995
- ----------------------------------------------
Donald R. Beall
/s/ JOHN E. BRYSON Director June 21, 1995
- ----------------------------------------------
John E. Bryson
/s/ BRUCE CHANDLER Director June 21, 1995
- ----------------------------------------------
Bruce Chandler
/s/ OTIS CHANDLER Director June 21, 1995
- ----------------------------------------------
Otis Chandler
/s/ CLAYTON W. FRYE, JR. Director June 21, 1995
- ----------------------------------------------
Clayton W. Frye, Jr.
/s/ DAVID LAVENTHOL Director June 21, 1995
- ----------------------------------------------
David Laventhol
/s/ DR. ALFRED E. OSBORNE, JR. Director June 21, 1995
- ----------------------------------------------
Dr. Alfred E. Osborne, Jr.
/s/ JOAN A. PAYDEN Director June 21, 1995
- ----------------------------------------------
Joan A. Payden
/s/ WILLIAM STINEHART, JR. Director June 21, 1995
- ----------------------------------------------
William Stinehart, Jr.
/s/ HAROLD M. WILLIAMS Director June 21, 1995
- ----------------------------------------------
Harold M. Williams
/s/ WARREN B. WILLIAMSON Director June 21, 1995
- ----------------------------------------------
Warren B. Williamson
/s/ DR. EDWARD ZAPANTA Director June 21, 1995
- ----------------------------------------------
Dr. Edward Zapanta
</TABLE>
4
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EXHIBIT INDEX
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<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT DESCRIPTION PAGE
- ------- ------------------------------------------------------------------- ------------
<C> <S> <C>
5 Opinion of Gibson, Dunn & Crutcher.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5).
24 Power of Attorney (included on pages 3 and 4).
</TABLE>
<PAGE> 1
EXHIBIT 5
GIBSON, DUNN & CRUTCHER
LAWYERS
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071-3197
June 16, 1995
The Times Mirror Company
Times Mirror Square
Los Angeles, California 90053
Re: Registration Statement on Form S-8 covering
857,286 Shares of Series A Common Stock and
6,078 Shares of Series C Common Stock
-------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to The Times Mirror Company, a Delaware
corporation formerly named New TMC Inc. (the "Company"), in connection with the
preparation of a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Registration Statement") with respect
to the registration under the Securities Act of 1933, as amended, of (i) 857,286
shares of Series A Common Stock, $1.00 par value per share, of the Company and
(ii) 6,078 shares of Series C Common Stock, $1.00 par value per share, of the
Company (collectively, the "Shares"), which have been reserved for issuance
pursuant to awards granted or to be granted under the Company's 1992 Key
Employee Long-Term Incentive Plan, 1988 Executive Stock Option Plan, 1984
Executive Stock Option Plan, 1976 Executive Stock Option Plan and Non-Employee
Director Stock Option Plan (collectively, the "Plans").
We have examined, among other things, the Company's Restated Certificate of
Incorporation and Bylaws, the Plans and related agreements, and records of
corporate proceedings and other actions taken by the Company in connection with
the authorization, issuance and sale of the Shares. Based on the foregoing and
in reliance thereon, it is our opinion that the Shares, when issued pursuant to
awards granted and exercised in accordance with the provisions of the Plans and
related agreements, will be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
GIBSON, DUNN & CRUTCHER
PFZ:JS:MAL
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 pertaining to The Times Mirror Company 1992 Key Employee Long-Term
Incentive Plan, 1988 Executive Stock Option Plan, 1984 Executive Stock Option
Plan, 1976 Executive Stock Option Plan and Non-Employee Director Stock Option
Plan, of our report dated February 1, 1995, with respect to the consolidated
financial statements and schedule of The Times Mirror Company included in its
Annual Report (Form 10-K) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
June 19, 1995
