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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 8-K
____________________________
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): March 23, 1995
____________________________
THE TIMES MIRROR COMPANY
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
Delaware 1-13492 95-4481525
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
Times Mirror Square 90053
Los Angeles, California (Zip Code)
(Address of Principal Executive Offices)
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Registrant's telephone number, including area code: (213) 237-3700
None
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On March 23, 1995, The Times Mirror Company issued the press releases
attached hereto as Exhibits 20.1 and 20.2, respectively, each of which is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
The following exhibits are filed with this report on Form 8-K:
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<CAPTION>
Exhibit No. Description
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<S> <C>
20.1 Press release of the Registrant dated March 23, 1995.
20.2 Press release of the Registrant dated March 23, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE TIMES MIRROR COMPANY
O. JEAN WILLIAMS
____________________________
O. Jean Williams
Secretary and Associate General Counsel
April 5, 1995
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EXHIBIT 20.1
For Immediate Release
Times Mirror Issues Series A Preferred Stock
LOS ANGELES, CALIFORNIA, March 23, 1995 -- The Times Mirror Company
announced today the amount and dividend rate on its Cumulative Redeemable
Preferred Stock, Series A, to be issued to the Chandler Trusts on Friday, March
24, 1995. The Company will issue 823,568 shares of Series A Preferred with a
dividend rate of 8 percent per annum. The aggregate stated value of the Series
A Preferred will be approximately $411.7 million.
The issuance of the Series A Preferred is required as part of the merger
of Times Mirror's cable television operations with Cox Communications, Inc. As
part of the merger transaction, the Company is committed to issue the Series A
Preferred to the Chandler Trusts in connection with the completion by Cox of
its distribution of common stock to Times Mirror shareholders other than the
Chandler Trusts. The Chandler Trusts did not receive shares of Cox common stock
in the merger.
Pursuant to the merger agreement, Cox announced today the issuance of
6,098,238 additional shares of its common stock to Times Mirror shareholders,
other than the Chandler Trusts. As a result, Times Mirror shareholders, other
than the Chandler Trusts, have received a total of 54,904,252 shares of Cox
common stock with an aggregate value of approximately $932 million.
The dividend rate for the Series A Preferred was established by a bidding
process in which the Company accepted bids, based on market rates for
comparable securities, from three investment banks, the investment bank
advising the Chandler Trusts, the investment bank advising the special
committee of outside directors of the Company, and a third independent
investment bank selected by the two other banks.
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Pursuant to the Company's agreement with the Chandler Trusts, the middle bid
was utilized to determine the dividend rate of the Series A Preferred.
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.
###
Press Information Investor Information
Martha Goldstein Jean Jarvis
Times Mirror Times Mirror
213-237-3935
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EXHIBIT 20.2
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.
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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.
###
Press Information Investor Information
Martha Goldstein Jean Jarvis
Times Mirror Times Mirror
213-237-3727 213-237-3935
