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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 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)
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<S> <C>
Delaware 95-4481525
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
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TIMES MIRROR SQUARE, LOS ANGELES, CALIFORNIA 90053
(Address of Principal Executive Offices) (Zip Code)
THE TIMES MIRROR COMPANY
1996 MANAGEMENT INCENTIVE PLAN;
THE TIMES MIRROR COMPANY
1996 EMPLOYEE STOCK OPTION PLAN;
THE TIMES MIRROR COMPANY
1996 EMPLOYEE STOCK PURCHASE PLAN;
AND
THE TIMES MIRROR COMPANY
NON-EMPLOYEE DIRECTORS STOCK PLAN
(Full Title of the Plan)
E. THOMAS UNTERMAN
SENIOR VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
THE TIMES MIRROR COMPANY
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
(213) 237-3700
(Name and Address and Telephone Number, Including Area Code,
of Agent for Service)
_______________
Copies to:
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KATHLEEN G. MCGUINNESS, ESQ. PETER F. ZIEGLER, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL GIBSON, DUNN & CRUTCHER
THE TIMES MIRROR COMPANY 333 SOUTH GRAND AVENUE
TIMES MIRROR SQUARE LOS ANGELES, CALIFORNIA 90071
LOS ANGELES, CALIFORNIA 90053 (213) 229-7000
(213) 237-3700
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______________
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) PRICE(2) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A Common Stock,
$1.00 par value per share 21,000,000 $33.9375 $712,687,500 $142,537.50
- ---------------------------------------------------------------------------------------------------------------
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(1) Of the 21,000,000 shares of Series A Common Stock being registered
hereunder, up to (i) 14,500,000 shares are reserved for issuance
pursuant to The Times Mirror Company 1996 Management Incentive Plan
(the "MIP"), (ii) 2,000,000 shares are reserved for issuance pursuant
to The Times Mirror Company 1996 Employee Stock Option Plan (the
"ESOP"), (iii) 4,000,000 shares are reserved for issuance pursuant to
The Times Mirror Company 1996 Employee Stock Purchase Plan (the
"ESSP"), and (iv) 500,000 shares are reserved for issuance pursuant to
The Times Mirror Company Non-Employee Directors Stock Plan (the
"Directors Plan"). Pursuant to Rule 416, there is also being
registered such number of additional shares of Series A 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) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) on the basis of the average high and low
prices of the Series A Common Stock of The Times Mirror Company, as
reported on the New York Stock Exchange on December 14, 1995.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to
Note to Item 1 of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to
Note to Item 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the latest prospectus filed pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the "Securities
Act"), that contains audited financial statements for the Registrant's
latest fiscal year for which such statements have been filed;
(2) all other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the document referred to in (1) above; and
(3) the description of the Series A 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
description.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act
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
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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 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Series A Common
Stock offered pursuant to the Prospectus related hereto will be passed on for
the Registrant by Gibson, Dunn & Crutcher, Los Angeles, California. Since
1991, William Stinehart, Jr., a partner in the law firm of Gibson, Dunn &
Crutcher, has been a director and a member of the Executive Committee, the
Executive Personnel and Compensation Committee and the Finance Committee of
the Registrant and the Registrant's predecessor corporation.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
director, officer, employee or agent of another corporation or entity.
Depending on the character of the proceeding, a corporation may indemnify
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if the person identified acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interest of
the corporation and, with respect to any criminal action or proceeding, had no
cause to believe his or her conduct was unlawful. In the case of an action by
or in the right of the corporation, no indemnification may be made in respect
to any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that a Court of
Chancery or the court in which such action or suit was brought shall determine
that despite the adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent that a director or officer of a
corporation has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or matter
herein, he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.
The Restated Certificate of Incorporation and By-laws of the
Registrant provide, in effect, that, to the fullest extent permitted by the
Delaware General Corporation Law, the Registrant has the power to indemnify any
person who was or is a party or is threatened to be made a party to any action,
suit or proceeding of the type described above by reason of the fact that he or
she is or was a director, officer, employee or agent of the Registrant.
The Registrant's Restated Certificate of Incorporation relieves its directors
from monetary damages to the Registrant or its stockholders for breach of such
director's fiduciary duty as a director to the full extent permitted by the
Delaware General Corporation Law. Under Section 102(a)(7) of the Delaware
General Corporation Law, a corporation may limit or eliminate the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director except (i) for a breach of
the duty of loyalty, (ii) for failure to act in good faith, (iii) for
intentional misconduct or knowing violation of law, (iv) for willful or
negligent violations of certain provisions in the Delaware General Corporation
4
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Law imposing certain requirements with respect to stock purchases, redemptions
and dividends or (v) for any transaction from which the director derived an
improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5 Opinion of Gibson, Dunn & Crutcher.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Gibson, Dunn & Crutcher (included in
Exhibit 5).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this
Registration Statement to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
5
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(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
6
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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 18th
day of December, 1995.
THE TIMES MIRROR COMPANY
By /S/
--------------------------------------
MARK H. WILLES
President and Chief Executive Officer
Each person whose signature appears below constitutes and
appoints Mark H. Willes, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, 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 he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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 dates indicated.
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SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ Director, President and
------------------------------------------- Chief Executive Officer
MARK H. WILLES (Principal Executive Officer) December 18, 1995
/S/ Senior Vice President and December 18, 1995
-------------------------------------------- Chief Financial Officer
E. THOMAS UNTERMAN (Principal Financial Officer)
/S/ Controller December 18, 1995
-------------------------------------------- (Principal Accounting Officer)
STUART K. COPPENS
/S/ Chairman of the Board December 18, 1995
--------------------------------------------
ROBERT F. ERBURU
/S/ Director December 18, 1995
--------------------------------------------
C. MICHAEL ARMSTRONG
/S/ Director December 18, 1995
--------------------------------------------
GWENDOLYN GARLAND BABCOCK
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<S> <C> <C>
/S/ Director December 18, 1995
------------------------------------------
DONALD R. BEALL
/S/ Director December 18, 1995
------------------------------------------
JOHN E. BRYSON
/S/ Director December 18, 1995
------------------------------------------
BRUCE CHANDLER
/S/ Director December 18, 1995
------------------------------------------
OTIS CHANDLER
/S/ Director December 18, 1995
------------------------------------------
CLAYTON W. FRYE, JR.
/S/ Director December 18, 1995
------------------------------------------
DAVID LAVENTHOL
/S/ Director December 18, 1995
------------------------------------------
DR. ALFRED E. OSBORNE, JR.
/S/ Director December 18, 1995
------------------------------------------
JOAN A. PAYDEN
/S/ Director December 18, 1995
------------------------------------------
WILLIAM STINEHART, JR.
/S/ Director December 18, 1995
------------------------------------------
HAROLD M. WILLIAMS
/S/ Director December 18, 1995
------------------------------------------
WARREN B. WILLIAMSON
/S/ Director December 18, 1995
------------------------------------------
DR. EDWARD ZAPANTA
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EXHIBIT INDEX
Exhibit Description
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5 Opinion of Gibson, Dunn & Crutcher.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5).
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Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, California 90071-3197
December 21, 1995
C 91007-03894
The Times Mirror Company
Times Mirror Square
Los Angeles, California 90053
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to The Times Mirror Company, a
Delaware corporation (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 21,000,000 shares of Series A
Common Stock, $1.00 par value per share, of the Company (the "Shares"), which
have been reserved for issuance from time to time pursuant to awards to be
granted by the Company from time to time under the Company's 1996 Management
Incentive Plan (the "MIP"), the Company's Non-Employee Directors Stock Plan
(the "Directors Plan"), the Company's 1996 Employee Stock Option Plan and the
Company's 1996 Employee Stock Purchase Plan (collectively, the "Plans").
We have examined, among other things, the Company's Restated
Certificate of Incorporation and Bylaws, the Plans, and records of corporate
proceedings and other actions taken and proposed to be taken by the Company in
connection with the adoption of the Plans by the Company, including without
limitation, the Company's proposal to submit the MIP and the Directors Plan to
the Company's stockholders for approval, and in connection with the
authorization, issuance and sale of the Shares. We have assumed for purposes
of this opinion that the MIP and the Directors Plan will be duly submitted and
validly approved by the requisite vote of the Company's stockholders prior to
the issuance of any of the shares under the MIP and the Directors Plan. Based
on the foregoing and in reliance thereon, it is our opinion that the
EXHIBIT 5
<PAGE> 2
Shares, when issued pursuant to awards granted and settled or exercised in
accordance with the provisions of the Plans, 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
PZ/ROM
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to The Times Mirror Company 1996 Management
Incentive Plan; The Times Mirror Company 1996 Employee Stock Option Plan; The
Times Mirror Company 1996 Employee Stock Purchase Plan; and The Times Mirror
Company Non-Employee Directors Stock 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
December 21, 1995
