<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] Annual Report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 [Fee Required] For the fiscal year ended December 31, 1994.
[ ] Transition Report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 [No Fee Required] For the transition period
from _______________ to_______________.
Commission File Number 1-4914
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
TIMES MIRROR SAVINGS PLUS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
THE TIMES MIRROR COMPANY
Times Mirror Square, Los Angeles, California 90053
<PAGE> 2
INTRODUCTION
The Times Mirror Company, a Delaware corporation, has established the Times
Mirror Savings Plus Plan (the "Plan"). The Plan includes a cash or deferred
arrangement plan intended to qualify under Sections 401(a) and 401(k) of the
Internal Revenue Code of 1986, as amended.
REQUIRED INFORMATION
FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements: These documents are listed in the Index
to Financial Statements.
(b) Exhibits:
(A) Consent of Ernst & Young LLP, Independent Auditors.
2
<PAGE> 3
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Report of Independent Auditors . . . . . . . . . . . . . . . . . 5
Statements of Net Assets Available for Benefits. . . . . . . . . 6
Statements of Changes in Net Assets Available for Benefits . . . 8
Notes to Financial Statements . . . . . . . . . . . . . . . . . 10
Supplemental Schedules
Assets Held for Investment . . . . . . . . . . . . . . . . . . . 17
Reportable Transactions . . . . . . . . . . . . . . . . . . . . 18
</TABLE>
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
The Times Mirror Company as Plan Administrator has duly caused this Annual
Report on Form 11-K for the year ended December 31, 1994 to be signed on its
behalf by the undersigned thereunto duly authorized.
Times Mirror Savings Plus Plan
------------------------------
(Name of Plan)
THE TIMES MIRROR COMPANY
DATE: June 30, 1995
By __________________________
Stuart K. Coppens
Controller and Chief
Accounting Officer
4
<PAGE> 5
REPORT OF INDEPENDENT AUDITORS
Retirement Plan Committee
Times Mirror Savings Plus Plan
We have audited the accompanying statements of net assets available for
benefits of the Times Mirror Savings Plus Plan (the Plan) as of December 31,
1994 and 1993, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1994 and 1993, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment as of December 31, 1994, and of reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The fund information in
the statement of net assets available for benefits and the statement of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The fund
information and supplemental schedules have been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Los Angeles, California
June 15, 1995
5
<PAGE> 6
TIMES MIRROR SAVINGS PLUS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1994
(Thousands of dollars)
<TABLE>
<CAPTION>
Company
Income Equity Stock Balanced Global
Total Fund Fund Fund Fund Fund
-------- -------- ------- ------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value--
Note C:
Times Mirror Company
Series A Common Stock $ 85,660 $ 85,660
Times Mirror Company
Series C Common Stock 9,720 9,720
Investment Company of
America 107,783 $107,783
American Express Trust
Income Fund I 23,869 $ 23,869
American Balanced
Fund, Inc. 42,403 $42,403
New Perspective Fund, Inc. 50,078 $50,078
Bank of America Money
Market Fund for Tax
Exempt Trusts 8,717 6,258 411 1,369 289 390
-------- -------- -------- ------- ------- -------
328,230 30,127 108,194 96,749 42,692 50,468
Guaranteed Investment
Contracts--Note D 73,354 73,354
-------- -------- -------- ------- ------- -------
401,584 103,481 108,194 96,749 42,692 50,468
Receivables:
Contributions from
participants 187 43 56 32 26 30
Contributions from The
Times Mirror Company 74 17 22 13 10 12
Interest and dividends 4 1 1 2
Participant reallocations 78 25 (26) (28) (49)
-------- -------- -------- ------- ------- -------
Total Assets 401,849 103,620 108,298 96,770 42,700 50,461
LIABILITIES
Investment management fees
payable 46 46
-------- -------- -------- ------- ------- -------
Total Liabilities 46 46
-------- -------- -------- ------- ------- -------
NET ASSETS AVAILABLE
FOR BENEFITS $401,803 $103,574 $108,298 $96,770 $42,700 $50,461
======== ======== ======== ======= ======= =======
</TABLE>
See notes to financial statements.
6
<PAGE> 7
TIMES MIRROR SAVINGS PLUS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1993
(Thousands of dollars)
<TABLE>
<CAPTION>
Company
Income Equity Stock Balanced Global
Total Fund Fund Fund Fund Fund
-------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value--
Note C:
Times Mirror Company
Series A Common Stock $ 95,146 $ 95,146
Times Mirror Company
Series C Common Stock 12,426 12,426
Investment Company of
America 101,503 $101,503
American Express Trust
Income Fund I 33,806 $ 33,806
American Balanced
Fund, Inc. 37,111 $37,111
New Perspective Fund, Inc. 29,585 $29,585
Bank of America Money
Market Fund for Tax
Exempt Trusts 5,994 1,373 1,396 2,397 461 367
-------- -------- -------- -------- ------- -------
315,571 35,179 102,899 109,969 37,572 29,952
Guaranteed Investment
Contracts--Note D 69,426 69,426
-------- -------- -------- -------- ------- -------
384,997 104,605 102,899 109,969 37,572 29,952
Receivables:
Contributions from
participants 330 85 103 67 42 33
Contributions from The
Times Mirror Company 129 33 40 26 17 13
Interest and dividends 4 2 1 1
Participant reallocations (357) 75 (69) 146 205
-------- -------- -------- -------- ------- -------
Total Assets 385,460 104,368 103,118 109,994 37,777 30,203
LIABILITIES
Investment management fees
payable 32 32
-------- -------- -------- -------- ------- -------
Total Liabilities 32 32
-------- -------- -------- -------- ------- -------
NET ASSETS AVAILABLE
FOR BENEFITS $385,428 $104,336 $103,118 $109,994 $37,777 $30,203
======== ======== ======== ======== ======= =======
</TABLE>
See notes to financial statements.
7
<PAGE> 8
TIMES MIRROR SAVINGS PLUS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 1994
(Thousands of dollars)
<TABLE>
<CAPTION>
Company
Income Equity Stock Balanced Global
Total Fund Fund Fund Fund Fund
-------- -------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Investment Income:
Interest and dividends $ 15,562 $ 6,891 $ 2,728 $ 3,361 $ 1,887 $ 695
Realized gain on sale of
investments--Note C 6,813 72 3,601 378 85 2,677
Expenses:
Investment management fees (202) (202)
-------- -------- -------- -------- ------- -------
Net Investment Income 22,173 6,761 6,329 3,739 1,972 3,372
Contributions from
participants 42,252 9,326 12,882 6,782 6,522 6,740
Contributions from The
Times Mirror Company 16,805 3,846 5,071 2,840 2,441 2,607
Rollovers from participants 1,029 208 333 49 163 276
-------- -------- -------- -------- ------- -------
82,259 20,141 24,615 13,410 11,098 12,995
DEDUCTIONS
Distributions to
participants (43,439) (14,283) (10,195) (11,033) (4,440) (3,488)
Transfer of assets--Note F (5,638) (1,438) (1,750) (1,337) (541) (572)
Change in net unrealized
depreciation in fair value
of investments--Note C (16,807) (119) (6,253) (6,328) (1,836) (2,271)
Reallocations by participants (5,063) (1,237) (7,936) 642 13,594
-------- -------- -------- -------- ------- -------
NET INCREASE (DECREASE) 16,375 (762) 5,180 (13,224) 4,923 20,258
Net assets available for
benefits at beginning
of year 385,428 104,336 103,118 109,994 37,777 30,203
-------- -------- -------- -------- ------- -------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $401,803 $103,574 $108,298 $ 96,770 $42,700 $50,461
======== ======== ======== ======== ======= =======
</TABLE>
See notes to financial statements.
8
<PAGE> 9
TIMES MIRROR SAVINGS PLUS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 1993
(Thousands of dollars)
<TABLE>
<CAPTION>
Company
Income Equity Stock Balanced Global
Total Fund Fund Fund Fund Fund
-------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Investment Income:
Interest and dividends $ 11,128 $ 7,216 $ 50 $ 3,824 $ 23 $ 15
Realized gain (loss) on
sale of investments--
Note C 9,641 6,229 (262) 2,662 1,012
Expenses:
Investment management fees (181) (176) (2) (2) (1)
-------- -------- -------- -------- ------- -------
Net Investment Income 20,588 7,040 6,277 3,562 2,683 1,026
Contributions from
participants 43,556 11,249 13,596 9,623 5,052 4,036
Contributions from The
Times Mirror Company 17,744 4,627 5,484 3,770 2,179 1,684
Rollovers from participants 1,004 197 308 78 254 167
-------- -------- -------- -------- ------- -------
82,892 23,113 25,665 17,033 10,168 6,913
DEDUCTIONS
Distributions to
participants (45,094) (13,004) (11,415) (14,856) (3,713) (2,106)
Change in net unrealized
appreciation in fair value
of investments--Note C 15,436 4,140 6,821 286 4,189
Reallocations by participants (2,447) 1,975 (13,330) 9,269 4,533
-------- -------- -------- -------- ------- -------
NET INCREASE (DECREASE) 53,234 7,662 20,365 (4,332) 16,010 13,529
Net assets available for
benefits at beginning
of year 332,194 96,674 82,753 114,326 21,767 16,674
-------- -------- -------- -------- ------- -------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $385,428 $104,336 $103,118 $109,994 $37,777 $30,203
======== ======== ======== ======== ======= =======
</TABLE>
See notes to financial statements.
9
<PAGE> 10
TIMES MIRROR SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1994
NOTE A - ACCOUNTING POLICIES
Valuation of Assets: Investments are stated at fair value. The fair value of
the shares of common stock and of the participation units owned by the Times
Mirror Savings Plus Plan (the Plan) in the common trust funds is based on the
quoted market and redemption values on the last business day of the Plan year.
The cost of investments sold is determined on the specific identification
method.
Guaranteed investment contracts (GICs) are stated at contract value which
includes amounts invested (net of withdrawals) plus reinvested earnings. The
fair value of the GICs is estimated at approximately $78 million on December
31, 1994. Fair value was determined by taking the contract value at scheduled
maturity date and calculating the net present value based on the average
maturity. The discount rate used in the present value calculation was from an
index of GIC rates of approximately the same maturity.
Income Recognition: Purchases and sales of securities are recorded on a
trade-date basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
Expenses: Investment management fees, brokerage commissions and other fees and
expenses charged by outside investment managers are deducted from investment
returns received by participants. All other expenses associated with the
operation and administration of the Plan are borne by participating companies.
Reclassifications: Certain amounts in the 1993 financial statements have been
reclassified to conform to the 1994 presentation.
NOTE B - DESCRIPTION OF THE PLAN
The Plan is a 401(k) cash or deferred defined contribution plan. Employees of
The Times Mirror Company (the Company) and its subsidiaries which have been
approved for participation in the Plan are generally eligible to participate if
they are at least 21 years of age and have one year of eligibility service. At
December 31, 1994 and 1993, approximately 13,300 and 13,600 employees,
respectively, were participating in the Plan.
Eligible employees may defer from 1% to 6% of basic compensation on a
before-tax basis. This basic deferral is 50% matched by the participating
company. Most participants may also defer supplemental amounts from 1% to 6%
of basic compensation on a before-tax basis, for a total before-tax deferral of
up to 12%. Higher-paid participants are restricted to a maximum 2%
supplemental deferral. Participants may elect to contribute an additional 1%
to 12% of basic compensation on an after-tax basis. Higher-paid participants
may not contribute on an after-tax basis. Any combination of before-tax and
after-tax savings may be used, however, the total savings cannot exceed 13% of
basic compensation. Supplemental before-tax deferrals and after-tax
contributions are not matched by the participating company. The Tax Reform Act
of 1986 limits before-tax deferrals by participants to $9,240 in 1994 and
$8,994 in 1993. This limit is adjusted periodically for increases in the cost
10
<PAGE> 11
TIMES MIRROR SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1994
NOTE B - DESCRIPTION OF THE PLAN (continued)
of living. Effective with 1995, the dollar limit will be rounded down to the
nearest $500 multiple, but will not drop below the 1994 level. Participants
may change their deferral and/or contribution elections up to twice each year,
or may terminate them at any time. Participant deferrals and contributions and
Company matching contributions are invested as directed by the individual
participant in any or all of the investment funds, in 10% increments, to total
100%. Deferrals and contributions of participants who do not make investment
elections are invested 100% in the Income Fund. Changes to investment
elections and reallocations among investment funds may be made once each month.
The investment funds are:
Income Fund: invests in guaranteed investment contracts (fixed-income
contracts guaranteed by insurance companies) and units of a collective
fund consisting primarily of guaranteed investment contracts;
Equity Fund: invests primarily in shares of a fund which ordinarily
invests principally in common stocks of U.S. companies but may also hold
securities convertible into common stocks, straight debt securities,
U.S. Government securities, nonconvertible preferred stocks or non-U.S.
common stocks and securities;
Company Stock Fund: invests primarily in Times Mirror Company Series A
Common Stock;
Balanced Fund: invests in shares of a fund comprised of a broadly
diversified list of securities, including common stocks, preferred
stocks, straight debt securities, U.S. Government securities or non-U.S.
common stocks and securities;
Global Fund: invests in shares of a fund comprised of a diversified
portfolio primarily of common stocks of both U.S. and non-U.S. companies
but may also include securities convertible into common stocks, straight
debt securities, government securities or nonconvertible preferred
stocks, all of which may be denominated in U.S. dollars or other
currencies.
Cash and short-term marketable securities may be held in any or all of these
funds pending investment, and/or to facilitate distributions and reallocations.
For years prior to January 1, 1987, a tax incentive payroll stock ownership
contribution (PAYSOP) was made by participating companies for employees who
were actively deferring before-tax monies into the Plan and were still employed
at the end of the applicable year. The Tax Reform Act of 1986 (the Act)
repealed the 1/2% tax credit for PAYSOP's effective January 1, 1987,
accordingly, PAYSOP contributions have not been made for any year subsequent to
December 31, 1986. PAYSOP Fund assets and activity are combined with the
Company Stock Fund for financial statement disclosure and are principally
invested in Times Mirror Company Series A and Series C common stock. Net
assets of the PAYSOP Fund were $3,704,000 and $4,039,000 at December 31, 1994
and 1993, respectively.
11
<PAGE> 12
TIMES MIRROR SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1994
NOTE B - DESCRIPTION OF THE PLAN (continued)
Participants are 100% vested in their before-tax and after-tax account balances
at all times. A participant is 100% vested in the Company matching account at
the earliest of: 3 years of vesting service; age 65; termination due to total
and permanent disability; or death. Forfeited Company matching amounts remain
in the Plan and are used by participating companies to offset future required
matching contributions. Participants are 100% vested in their PAYSOP accounts.
Distributions of vested account balances are made to participants following
termination of employment, attainment of age 70-1/2 or to the designated
beneficiary following a participant's death. Distributions ordinarily are made
in cash or a combination of cash and Times Mirror Company common stock, at the
election of the participant or the beneficiary.
Participants may make withdrawals from certain account balances up to twice per
calendar year or more frequently in the event of financial hardship. Under the
Act, withdrawals before age 59-1/2 are generally subject to a 10% federal
penalty, payable by the participant, in addition to any other taxes which the
participant may owe on the withdrawal. Hardship withdrawals may be made in
limited circumstances, as provided for under the Act and 401(k) regulations.
Although it has not expressed any intent to do so, the Company has the right to
make changes in the Plan, including but not limited to, discontinuing its
matching contributions at any time or terminating the Plan subject to
provisions of the Employee Retirement Income Security Act of 1974. In the
event of Plan termination, participants become 100% vested in their accounts.
Amounts due to participants who have withdrawn from the Plan are $6,134,000 and
$8,683,000 at December 31, 1994 and 1993, respectively, and are reported as
benefit claims payable on the Plan's Form 5500 filed with the Internal Revenue
Service.
NOTE C - INVESTMENTS
The Plan's investments are held by Bank of America, the Plan's Trustee.
During 1994 the name of the IDS Trust Company Collective Income Fund investment
changed to American Express Trust Income Fund I. There was no change to the
underlying investments.
12
<PAGE> 13
TIMES MIRROR SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1994
NOTE C - INVESTMENTS (continued)
The Plan's investments (including investments bought, sold, as well as held
during the year) appreciated (depreciated) in fair value as follows (in
thousands):
<TABLE>
<CAPTION>
December 31
--------------------------
1994 1993
------- -------
<S> <C> <C>
American Express Trust Income Fund I $ (47)
Investment Company of America (2,652) $10,369
Times Mirror Company Common Stock
Series A (5,244) 6,000
Series C (706) 559
American Balanced Fund, Inc. (1,751) 2,948
New Perspective Fund, Inc. 406 5,201
------- -------
$(9,994) $25,077
======= =======
</TABLE>
Shares of Series A and Series C Common Stock are identical, except with respect
to voting rights, restrictions on transfer of Series C shares, and the right to
convert Series C shares into shares of Series A Common Stock. The Series C
shares are subject to mandatory conversion into Series A shares upon transfer
to any person other than a "Permitted Transferee" as defined in the Company's
Certificate of Incorporation or upon the occurrence of certain regulatory
events.
Because Series C Common Stock is not traded but is convertible into Series A
Common Stock, the market value of both Series A and Series C Common Stock is
the December 31 per share price of Times Mirror Company Common Stock.
The fair value of individual investments that represent 5% or more of the
Plan's net assets are as follows (in thousands):
<TABLE>
<CAPTION>
December 31
---------------------------
1994 1993
-------- --------
<S> <C> <C>
American Express Trust Income Fund I
(638,624 and 960,811 units) $ 23,869 $ 33,806
Investment Company of America
(6,099,757 and 5,422,177 shares) 107,783 101,503
Times Mirror Company Series A Common Stock
(2,730,202 and 2,850,825 shares) 85,660 95,146
American Balanced Fund, Inc.
(3,533,559 and 2,952,309 shares) 42,403 37,111
New Perspective Fund, Inc.
(3,484,884 and 1,971,051 shares) 50,078 29,585
</TABLE>
13
<PAGE> 14
TIMES MIRROR SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1994
NOTE C - INVESTMENTS (continued)
Dividend income on Times Mirror Company Series A Common Stock amounted to
$2,944,000 in 1994 and $3,280,000 in 1993. Dividend income on Times Mirror
Company Series C Common Stock amounted to $361,000 in 1994 and $465,000 in
1993.
NOTE D - CONTRACTS WITH INSURANCE COMPANIES
The Plan has contracts with various insurance companies. Certain restrictions
exist such that penalties may result from termination of the contracts or early
withdrawal of assets by the Plan.
The book value of insurance contracts with Confederation Life Insurance Company
(Confederation) was $7.4 million as of December 31, 1994. In mid-1994, the
assets of Confederation were seized by government regulators. Although it
cannot be determined how much will eventually be realized on the Confederation
insurance contracts, the Company expects to reimburse the Plan for any
difference between the book value of the contracts and the actual amount
realized by the Plan. As a result, the contracts are stated at book value in
the Statement of Net Assets Available for Benefits.
NOTE E - INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under Sections
401(a) and 401(k) of the Internal Revenue Code (the Code) and the underlying
trust is, therefore, not subject to tax under section 501(a) of the Code. The
Plan is required to operate in conformity with the Code to maintain its
qualification. In December 1994, as a result of changes required by the Tax
Reform Act of 1986 and subsequent legislation, the Company submitted its plan
for a new determination letter. The Company is not aware of any course of
action or series of events that have occurred which would cause the plan to
become disqualified in operation.
NOTE F - TRANSFER AND PENDING TRANSFER OF ASSETS
KDFW-TV, KTBC-TV, KTVI-TV and WVTM-TV were sold to Argyle Television Holdings,
Inc. (Argyle) and plan assets held in accounts for participants at these
companies were transferred in May 1994 to Northern Trust Bank of Texas as
trustee of Argyle's 401(k) plan.
In connection with the merger of the Company's cable businesses with Cox
Communications, Inc. (Cox) on February 1, 1995, certain participant account
balances are expected to be transferred to the Cox Communications Savings Plus
Plan in the near future. It is estimated that, as of December 31, 1994, the
fair market value of assets expected to be transferred is approximately $15 to
$20 million.
14
<PAGE> 15
TIMES MIRROR SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1994
NOTE G - FUTURE ACCOUNTING REQUIREMENTS
Statement of Position 94-4, "Reporting of Investment Contracts Held by Health
and Welfare Benefit Plans and Defined Contribution Pension Plans" (SOP 94-4)
requires that certain investment contracts purchased after December 15, 1993 be
recorded at fair value beginning on January 1, 1995. Certain contracts
purchased before that date must be recorded at fair value beginning January 1,
1996. The change from contract value to fair value is recognized as a
cumulative effect of a change in accounting principle. SOP 94-4 does not apply
to fully benefit responsive investment contracts. As of December 31, 1994,
over 80 percent of the Plan's investment contracts were fully benefit
responsive. All of the non-benefit responsive investment contracts held at
year end 1994 were purchased prior to December 15, 1993. As a result, there is
no cumulative effect of a change in accounting principle for 1995 and the
Company does not anticipate that the cumulative effect of a change in
accounting principle will be significant in 1996, based on the contracts
currently held by the Plan and their fair values as of December 31, 1994.
NOTE H - SUBSEQUENT EVENTS
On February 1, 1995, the Company completed the merger of its cable television
operations with Cox Communications, Inc. (Cox) and other related transactions.
As a result of these transactions, participants with investments in Times
Mirror common stock as of February 1, 1995 received .615289 shares of Cox Class
A common stock for each share of Times Mirror Series A and Series C common
stock. In addition, each share of Times Mirror stock was exchanged for a like
kind share of stock in a newly formed company, New TMC Inc., which was
subsequently renamed The Times Mirror Company. Shares of Times Mirror continue
to be held in the Company Stock Fund. The Cox common stock will be held in the
Cox Communications Stock Fund and participants can retain their Cox shares or
may reallocate their investment into any of the other available investment
funds, other than the Series B Preferred Stock Fund. Participants will not be
allowed to make new investments in the Cox Communications Stock Fund. As of
March 31, 1995, the Plan had received 1,875,906 shares of Cox Class A common
stock. On June 15, 1995, the per share market values of Cox Class A common
stock and Times Mirror common stock were $18.50 and $23.00, respectively. On
an equivalent share basis, the combined equivalent value of .615289 shares of
Cox Class A common stock and 1 share of Times Mirror common stock on June 15,
1995 was $34.38, which exceeds the $31.375 per share fair market value for
Times Mirror common stock as reported in the Statement of Net Assets Available
for Benefits as of December 31, 1994.
In connection with the merger and related transactions, beginning in June 1995
and continuing for a period of three years, the Company has agreed to pay an
annual dividend to common shareholders of no less than 24 cents per share,
subject to the fiduciary duties of its board of directors. Thereafter, the
payment of dividends on common stock will depend on future earnings, capital
requirements, financial condition and other factors.
15
<PAGE> 16
TIMES MIRROR SAVINGS PLUS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1994
NOTE H - SUBSEQUENT EVENTS (continued)
On March 16, 1995, the Company completed an offer to exchange Times Mirror
common stock for a new series of preferred stock. The Series B preferred stock
has an annual dividend rate of $1.374 per share and is entitled to cumulative
dividends effective March 1, 1995. In addition, Series B preferred stock will
automatically convert into Times Mirror Series A common stock on March 31,
1998, or earlier in certain circumstances, if not previously redeemed by the
Company. Early redemptions of Series B preferred stock can occur at any time
when the Times Mirror common stock price rises to $28.52685. The redemption
price is payable in shares of Times Mirror Series A common stock. The Series B
preferred stock will be held in the Series B Preferred Stock Fund and
participants can retain their Series B preferred shares or may reallocate their
investment into any of the other available investment funds, other than the Cox
Communications Stock Fund. Participants will not be allowed to make new
investments in the Series B Preferred Stock Fund. As of March 31, 1995, the
Plan had received 250,985 shares of Series B preferred stock. On June 15,
1995, the per share market value of the Series B preferred stock was $22.875.
16
<PAGE> 17
TIMES MIRROR SAVINGS PLUS PLAN
ASSETS HELD FOR INVESTMENT
December 31, 1994
(Thousands of dollars)
<TABLE>
<CAPTION>
Principal
Amount or
Number of Fair
Identity of Issue Shares/Units Cost** Value**
---------------------------------------- ------------ -------- --------
<S> <C> <C> <C>
Bank of America Money Market
Fund for Tax Exempt Trusts 8,717,884 $ 8,717 $ 8,717
American Express Trust
Income Fund I 638,624 24,036 23,869
Investment Company of America 6,099,757 105,233 107,783
Times Mirror Company*
Series A Common Stock 2,730,202 85,228 85,660
Times Mirror Company*
Series C Common Stock 309,813 9,384 9,720
American Balanced Fund, Inc. 3,533,559 43,156 42,403
New Perspective Fund, Inc. 3,484,884 47,834 50,078
Guaranteed Investment Contracts:
Allstate Life Insurance, 5.85% 3,253 3,253
Canada Life Insurance, 5.65% 3,155 3,155
CNA Life Insurance, 6.96% 4,243 4,243
Commonwealth Life Insurance, 6.42% 3,143 3,143
Commonwealth Life Insurance, 7.45% 3,153 3,153
Confederation Life Insurance, 8.38% (a) 3,165 3,165
Confederation Life Insurance, 9.21% (a) 2,079 2,079
Confederation Life Insurance, 9.43% (a) 2,122 2,122
John Hancock Mutual Life, 6.48% 6,379 6,379
Life of Virginia, 6.82% 6,202 6,202
Life of Virginia, 7.33% 3,109 3,109
Life of Virginia, 8.99% 2,034 2,034
Lincoln National Pension Life, 9.01% 2,053 2,053
New York Life Insurance, 7.25% 3,105 3,105
Ohio National Life Insurance, 8.52% 4,108 4,108
Ohio National Life Insurance, 8.60% 2,172 2,172
Protective Life Insurance Co., 5.33% 2,032 2,032
Protective Life Insurance Co., 5.85% 3,131 3,131
Protective Life Insurance Co., 6.18% 3,155 3,155
Provident Life & Accident
Insurance, 6.76% 4,100 4,100
Provident Life & Accident
Insurance, 7.33% 4,030 4,030
Prudential Life Insurance, 6.75% 3,431 3,431
-------- --------
$396,942 $401,584
======== ========
</TABLE>
*Indicates party-in-interest to the Plan.
**Guaranteed investment contracts are stated at contract value.
(a)See Note D to the financial statements.
17
<PAGE> 18
TIMES MIRROR SAVINGS PLUS PLAN
REPORTABLE TRANSACTIONS
Year Ended December 31, 1994
(Thousands of dollars)
<TABLE>
<CAPTION>
Cost of
Assets Net
Description of Assets Purchases Sales Sold Gain
----------------------------- --------- ------- ------- ----
<S> <C> <C> <C> <C>
Category (iii)--Series of transactions in excess of 5% of plan assets
---------------------------------------------------------------------
Bank of America Money Market
Fund for Tax Exempt Trusts $87,560 $84,837 $84,837
New Perspective Fund, Inc.
Mutual Fund 20,873 380 335 45
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during 1994.
18
<PAGE> 1
EXHIBIT A
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 2-91437) pertaining to the Times Mirror Savings Plus Plan of our
report dated June 15, 1995, with respect to the financial statements and
schedules of the Times Mirror Savings Plus Plan included in this Annual Report
(Form 11-K) for the year ended December 31, 1994.
ERNST & YOUNG LLP
Los Angeles, California
June 15, 1995
