<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
CONVERSION PREFERRED STOCK, SERIES B, $1.00 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
887364 40 4
(CUSIP NUMBER OF CLASS OF SECURITIES)
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, 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
NOVEMBER 29, 1995
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
------------------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
<S> <C>
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$86,125,000 $17,225
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</TABLE>
* Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934.
Assumes the purchase of 3,250,000 shares at the maximum tender offer price of
$26.50 per share.
/ / 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.
<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
</TABLE>
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<PAGE> 2
This Issuer Tender Offer Statement on Schedule 13E-4 (this "Statement")
relates to an offer by The Times Mirror Company, a Delaware corporation (the
"Company"), to purchase, upon the terms and subject to the conditions contained
in the Offer to Purchase, dated November 29, 1995 (the "Offer to Purchase"), and
the accompanying Letter of Transmittal (which together constitute the "Offer"
and which are annexed to and filed with this Statement as Exhibits (a)(1) and
(a)(2), respectively) up to 3,250,000 shares of Conversion Preferred Stock,
Series B, par value $1.00 per share (the "Shares"), at prices, net to the seller
in cash, without interest thereon, not greater than $26.50 nor less than $25.00
per Share, taking into consideration the number of Shares so tendered and the
prices specified by the tendering stockholders.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is The Times Mirror Company, a Delaware
corporation. The address of its principal executive office is Times Mirror
Square, Los Angeles, California 90053.
(b) The class of equity securities to which this Statement relates is the
Conversion Preferred Stock, Series B, par value $1.00 per Share. Reference is
hereby made to the information set forth on the cover page and page 1 of the
Offer to Purchase, which is incorporated herein by reference.
(c) Reference is hereby made to the information set forth in "8. Price
Range of Shares; Dividends" of the Offer to Purchase, which is incorporated
herein by reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Reference is hereby made to the information set forth in "11. Source
and Amount of Funds" of the Offer to Purchase, which is incorporated herein by
reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a)-(j) Reference is hereby made to the information set forth in
"9. Purpose of the Offer; Certain Effects of the Offer" of the Offer to
Purchase, which is incorporated herein by reference. Except as set forth in the
Offer to Purchase, the Company has no present plans or proposals which would
relate to, or would result in, any transaction, change or other occurrence with
respect to the Company or any class of its equity securities as is listed in
paragraphs (a) through (j) of Item 3 of Schedule 13E-4.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Reference is hereby made to the information set forth in "12. Transactions
and Agreements Concerning the Shares" of the Offer to Purchase, which is
incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE ISSUER'S SECURITIES.
Reference is hereby made to the information set forth in "12. Transactions
and Agreements Concerning the Shares" of the Offer to Purchase, which is
incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Reference is hereby made to the information set forth in "15. Fees and
Expenses" of the Offer to Purchase, which is incorporated by reference.
ITEM 7. FINANCIAL INFORMATION.
(a)-(b) Reference is hereby made to the information set forth in
"10. Certain Information Concerning the Company" of the Offer to Purchase, which
is incorporated herein by reference.
<PAGE> 3
ITEM 8. ADDITIONAL INFORMATION.
(a) None.
(b) None.
(c) Not applicable.
(d) None.
(e) Reference is hereby made to the entire text of the Offer to Purchase
and the related Letter of Transmittal, which are incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C> <C>
(a)(1) -- Offer to Purchase, dated November 29, 1995.
(a)(2) -- Form of Letter of Transmittal, together with Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9.
(a)(3) -- Form of Notice of Guaranteed Delivery.
(a)(4) -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) -- Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) -- Form of Letter to Stockholders from Mark H. Willes, President and Chief
Executive Officer of the Company, dated November 29, 1995.
(a)(7) -- Form of press release issued by the Company on November 28, 1995.
(a)(8) -- Form of Memorandum and Election Form, dated November 29, 1995, to
participants in the Times Mirror Savings Plus Plan.
(b) -- None.
(c) -- None.
(d) -- None.
(e) -- None.
(f) -- None.
</TABLE>
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/ E. THOMAS UNTERMAN
------------------------------
E. Thomas Unterman
Senior Vice President and
Chief Financial Officer
Dated: November 29, 1995
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE*
- ----------- ------------------------------------------------------------------------- -----
<S> <C> <C> <C>
(a)(1) -- Offer to Purchase, dated November 29, 1995...............................
(a)(2) -- Form of Letter of Transmittal, together with Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9.................
(a)(3) -- Form of Notice of Guaranteed Delivery....................................
(a)(4) -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees...........................................................
(a)(5) -- Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.......................................
(a)(6) -- Form of Letter to Stockholders from Mark H. Willes, President and Chief
Executive Officer of the Company, dated November 29, 1995................
(a)(7) -- Form of press release issued by the Company on November 28, 1995.........
(a)(8) -- Form of Memorandum and Election Form, dated November 29, 1995, to
participants in the Times Mirror Savings Plus Plan.......................
(b) -- None.....................................................................
(c) -- None.....................................................................
(d) -- None.....................................................................
(e) -- None.....................................................................
(f) -- None.....................................................................
</TABLE>
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*Page references are to sequentially numbered copy.
<PAGE> 1
EXHIBIT 99.(a)(1)
THE TIMES MIRROR COMPANY
OFFER TO PURCHASE FOR CASH
UP TO 3,250,000 SHARES OF ITS
CONVERSION PREFERRED STOCK, SERIES B, PAR VALUE $1.00 PER SHARE
(PREFERRED EQUITY REDEMPTION CUMULATIVE STOCK(TM) -- PERCS(R))
AT A PURCHASE PRICE NOT GREATER THAN $26.50
NOR LESS THAN $25.00 PER SHARE
------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 27, 1995,
UNLESS THE OFFER IS EXTENDED
------------------------
The Times Mirror Company, a Delaware corporation (the "Company"), invites
its stockholders to tender shares of its Conversion Preferred Stock, Series B,
par value $1.00 per share (the "Shares"), at prices, net to the seller in cash,
without interest thereon, not greater than $26.50 nor less than $25.00 per Share
specified by such tendering stockholders, upon the terms and subject to the
conditions set forth herein and in the related Letter of Transmittal (which
together constitute the "Offer"). The Company will determine a single per Share
price (not greater than $26.50 nor less than $25.00 per Share) that it will pay
for the Shares validly tendered pursuant to the Offer and not withdrawn (the
"Purchase Price"), taking into consideration the number of Shares so tendered
and the prices specified by the tendering stockholders. The Company will select
the lowest Purchase Price that will enable it to purchase 3,250,000 Shares (or
such lesser number of Shares as are validly tendered and not withdrawn at prices
not greater than $26.50 nor less than $25.00 per Share) pursuant to the Offer.
The Company will purchase all Shares validly tendered at prices at or below the
Purchase Price and not withdrawn on or prior to the Expiration Date (as defined
in Section 1), upon the terms and subject to the conditions of the Offer,
including the provisions thereof relating to proration and conditional tenders
described herein. The Purchase Price will be paid in cash, net to the seller,
without interest thereon, with respect to all Shares purchased. All Shares
tendered at prices in excess of the Purchase Price, Shares not purchased because
of proration and Shares that were conditionally tendered and not accepted for
purchase will be returned. Stockholders must complete the section of the Letter
of Transmittal relating to the price at which they are tendering Shares in order
to validly tender Shares.
------------------------
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7.
------------------------
IMPORTANT
Any stockholder desiring to tender all or any portion of his or her Shares
should either (1) complete and sign the Letter of Transmittal or a facsimile
thereof in accordance with the instructions in the Letter of Transmittal, mail
or deliver it and any other required documents to First Interstate Bank of
California (the "Depositary"), and either mail or deliver the certificates
representing Shares to be tendered to the Depositary along with the Letter of
Transmittal or deliver such Shares pursuant to the procedure for book-entry
transfer set forth in Section 3 or (2) request his or her broker, dealer,
commercial bank, trust company or nominee to effect the transaction for him or
her. A stockholder whose Shares are registered in the name of a broker, dealer,
commercial bank, trust company or nominee must contact such broker, dealer,
commercial bank, trust company or nominee if he or she desires to tender such
Shares. Any stockholder who desires to tender Shares and whose certificates for
such Shares are not immediately available, or who cannot comply in a timely
manner with the procedure for book-entry transfer, should tender such Shares by
following the procedures for guaranteed delivery set forth in Section 3.
------------------------
(Continued on next page)
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY
STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH STOCKHOLDER
MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND,
IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE.
THE COMPANY HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE
OFFICER INTENDS TO TENDER SHARES PURSUANT TO THE
OFFER.
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
The date of this Offer to Purchase is November 29, 1995
<PAGE> 2
As of November 27, 1995, the Company had issued and outstanding 11,257,177
Shares. The 3,250,000 shares that the Company is offering to purchase pursuant
to the Offer represent approximately 29% of the Shares then outstanding. The
Shares are listed and traded on the New York Stock Exchange (the "NYSE"). The
Shares trade under the symbol "TMC Pr. P." On November 27, 1995, the closing
price of the Shares on the NYSE Composite Tape was $24.625 per Share.
STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
Questions or requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal or other tender offer materials may be
directed to the Information Agent or the Dealer Managers at their respective
addresses and telephone numbers set forth on the back cover of this Offer to
Purchase, and such copies will be furnished promptly at the Company's expense.
Stockholders may also contact their local broker, dealer, commercial bank or
trust company for assistance concerning the Offer.
<PAGE> 3
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
OR IN THE RELATED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION
AND SUCH OTHER INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY.
TABLE OF CONTENTS
<TABLE>
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SECTION PAGE
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<S> <C> <C>
1. NUMBER OF SHARES; PRORATION................................................... 2
2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES................................... 3
3. PROCEDURE FOR TENDERING SHARES................................................ 4
4. WITHDRAWAL RIGHTS............................................................. 6
5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE................ 7
6. CONDITIONAL TENDER OF SHARES.................................................. 8
7. CERTAIN CONDITIONS OF THE OFFER............................................... 9
8. PRICE RANGE OF SHARES; DIVIDENDS.............................................. 11
9. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER............................ 11
10. CERTAIN INFORMATION CONCERNING THE COMPANY.................................... 12
11. SOURCE AND AMOUNT OF FUNDS.................................................... 15
12. TRANSACTIONS AND AGREEMENTS CONCERNING THE SHARES............................. 15
13. CERTAIN FEDERAL INCOME TAX CONSEQUENCES....................................... 16
14. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS........................... 19
15. FEES AND EXPENSES............................................................. 20
16. MISCELLANEOUS................................................................. 20
SCHEDULE A CERTAIN TRANSACTIONS INVOLVING SHARES............................. S-1
</TABLE>
"Preferred Equity Redemption Cumulative Stock" and "PERCS" are trademarks
of Morgan Stanley & Co. Incorporated.
i
<PAGE> 4
To the Holders of Shares of Conversion Preferred Stock, Series B of
The Times Mirror Company:
The Times Mirror Company, a Delaware corporation (the "Company"), invites
its stockholders to tender shares of its Conversion Preferred Stock, Series B,
par value $1.00 per share (the "Shares") at a price, net to the seller in cash,
without interest thereon, not greater than $26.50 nor less than $25.00 per Share
specified by such tendering stockholders, upon the terms and subject to the
conditions set forth herein and in the related Letter of Transmittal (which
together constitute the "Offer").
The Company will determine a single per Share price (not greater than
$26.50 nor less than $25.00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), taking
into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will enable it to purchase 3,250,000 Shares (or such lesser number of Shares as
is validly tendered and not withdrawn at prices not greater than $26.50 nor less
than $25.00 per Share) pursuant to the Offer. The Company will purchase all
Shares validly tendered at prices at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date (as defined in Section 1), upon the
terms and subject to the conditions of the Offer, including the provisions
relating to proration and conditional tenders described below. The Purchase
Price will be paid in cash, net to the seller, without interest thereon, with
respect to all Shares purchased. Shares tendered at prices in excess of the
Purchase Price, Shares not purchased because of proration and Shares that were
conditionally tendered and not accepted for purchase will be returned.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 7.
If more than 3,250,000 Shares have been validly tendered at or below the
Purchase Price and not withdrawn on or prior to the Expiration Date, the Company
will purchase Shares first from stockholders who owned beneficially as of the
close of business on November 28, 1995, and continue to own beneficially as of
the Expiration Date, an aggregate of fewer than 100 Shares (other than Shares
held in the Savings Plan, as defined below) who properly tender all their Shares
at or below the Purchase Price, and then on a pro rata basis from all other
stockholders who validly tender Shares at or below the Purchase Price. See
Sections 1 and 2. Tendering stockholders will not be obligated to pay brokerage
commissions, solicitation fees or, subject to the Instructions to the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by the Company. The
Company will pay certain expenses of Goldman, Sachs & Co. (the "Dealer
Managers"), First Interstate Bank of California (the "Depositary") and D.F. King
& Co., Inc. (the "Information Agent") incurred in connection with the Offer. See
Section 15. ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE AND
SIGN THE SUBSTITUTE FORM W-9 THAT IS INCLUDED IN THE LETTER OF TRANSMITTAL MAY
BE SUBJECT TO UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO 31%
OF THE GROSS PROCEEDS PAYABLE TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE
OFFER. SEE SECTIONS 3 AND 13.
As of November 22, 1995, The Times Mirror Savings Plus Plan (the "Savings
Plan") held 241,326 Shares in accounts for participants therein. Under the terms
of the Savings Plan, a participant may instruct the trustee of the Savings Plan
to tender Shares allocated to the participant's account as of November 30, 1995.
See Section 3.
The Times Mirror Stock Trust, which holds stock of the Company on behalf of
certain defined benefit pension plans covering certain employees of the Company
and its subsidiaries, holds 269,853 Shares. The Times Mirror Stock Trust may
tender such Shares in the Offer. However, the trustees have not expressed any
intention with respect to the tender of Shares held by the Times Mirror Stock
Trust in the Offer.
The Pfaffinger Foundation, a nonprofit charitable corporation managed under
the direction of a board of directors comprised of senior executives of the
Company, holds 251,580 Shares. The Pfaffinger Foundation has expressed an
intention to tender Shares held by it in the Offer.
1
<PAGE> 5
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH STOCKHOLDER MUST
MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER AND AT WHAT PRICE. THE COMPANY HAS BEEN ADVISED THAT NO
DIRECTOR OR EXECUTIVE OFFICER INTENDS TO TENDER SHARES PURSUANT TO THE OFFER.
As of November 27, 1995, the Company had issued and outstanding 11,257,177
Shares. The 3,250,000 Shares that the Company is offering to purchase pursuant
to the Offer represent approximately 29% of the Shares then outstanding.
The Shares are listed and traded on the New York Stock Exchange ("NYSE").
The Shares trade under the symbol "TMC Pr. P." On November 27, 1995, the closing
price of the Shares on the NYSE Composite Tape was $24.625 per Share. See
Section 8. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE
SHARES.
1. NUMBER OF SHARES; PRORATION
Upon the terms and subject to the conditions described herein and in the
Letter of Transmittal, the Company will purchase up to 3,250,000 Shares that are
validly tendered on or prior to the Expiration Date (as defined below) (and not
properly withdrawn in accordance with Section 4) at a price (determined in the
manner set forth below) not greater than $26.50 nor less than $25.00 per Share.
The later of 12:00 midnight, New York City time, on Wednesday, December 27,
1995, or the latest time and date to which the Offer is extended pursuant to
Section 14, is referred to herein as the "Expiration Date." If the Offer is
oversubscribed as described below, only Shares tendered at or below the Purchase
Price on or prior to the Expiration Date will be eligible for proration. The
proration period also expires on the Expiration Date.
The Company will determine the Purchase Price taking into consideration the
number of Shares so tendered and the prices specified by tendering stockholders.
The Company will select the lowest Purchase Price that will enable it to
purchase 3,250,000 Shares (or such lesser number of Shares as is validly
tendered and not withdrawn at prices not greater than $26.50 nor less than
$25.00 per Share) pursuant to the Offer. Subject to Section 14, the Company
reserves the right to purchase more than 3,250,000 Shares pursuant to the Offer,
but does not currently plan to do so. The Offer is not conditioned on any
minimum number of Shares being tendered. The Offer is, however, subject to
certain other conditions. See Section 7.
In accordance with Instruction 5 of the Letter of Transmittal, each
stockholder who wishes to tender Shares must specify the price (not greater than
$26.50 nor less than $25.00 per Share) at which such stockholder is willing to
have the Company purchase such Shares. As promptly as practicable following the
Expiration Date, the Company will determine the Purchase Price (not greater than
$26.50 nor less than $25.00 per Share) that it will pay for Shares validly
tendered and not withdrawn pursuant to the Offer, taking into account the number
of Shares so tendered and the prices specified by tendering stockholders. All
Shares purchased pursuant to the Offer will be purchased at the Purchase Price.
All Shares not purchased pursuant to the Offer, including Shares tendered at
prices greater than the Purchase Price and Shares not purchased because of
proration or because they were conditionally tendered and not accepted for
purchase, will be returned to the tendering stockholders at the Company's
expense as promptly as practicable following the Expiration Date.
Upon the terms and subject to the conditions of the Offer, if 3,250,000 or
fewer Shares have been validly tendered at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date, the Company will purchase all such
Shares. Upon the terms and subject to the conditions of the Offer, if more
2
<PAGE> 6
than 3,250,000 Shares have been validly tendered at or below the Purchase Price
and not withdrawn on or prior to the Expiration Date, the Company will purchase
Shares in the following order of priority:
(a) first, all Shares (other than Shares held in the Savings Plan)
validly tendered at or below the Purchase Price and not withdrawn on or
prior to the Expiration Date by or on behalf of any stockholder who owned
beneficially, as of the close of business on November 28, 1995 and
continues to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares (other than Shares held in the Savings Plan) and who
validly tenders all of such Shares (partial and conditional tenders will
not qualify for this preference) and completes the box captioned "Odd Lots"
on the Letter of Transmittal and, if applicable, the Notice of Guaranteed
Delivery; and
(b) then, after purchase of all of the foregoing Shares, subject to
the conditional tender provisions described in Section 6, all other Shares
(including Shares held in the Savings Plan) validly tendered at or below
the Purchase Price and not withdrawn on or prior to the Expiration Date on
a pro rata basis, if necessary (with appropriate adjustments to avoid
purchases of fractional Shares).
If proration of tendered Shares is required, (i) because of the difficulty
in determining the number of Shares validly tendered (including Shares tendered
by the guaranteed delivery procedure described in Section 3), and (ii) as a
result of the "odd lot" procedure described in Section 2, and (iii) as a result
of the conditional tender procedure described in Section 6, the Company does not
expect that it would be able to announce the final proration factor or to
commence payment for any Shares purchased pursuant to the Offer until
approximately seven NYSE trading days after the Expiration Date. Preliminary
results of proration will be announced by press release as promptly as
practicable after the Expiration Date. Holders of Shares may obtain such
preliminary information from the Dealer Managers or the Information Agent and
may also be able to obtain such information from their brokers.
The Company expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary and
making a public announcement thereof. See Section 14. There can be no assurance,
however, that the Company will exercise its right to extend the Offer.
For purposes of the Offer, a "business day" means any day other than a
Saturday, Sunday or federal holiday and consists of the time period from 12:01
a.m. through 12:00 midnight, New York City time.
Copies of this Offer to Purchase and the related Letter of Transmittal are
being mailed to record holders of Shares and will be furnished to brokers, banks
and similar persons whose names, or the names of whose nominees, appear on the
Company's stockholder list or, if applicable, who are listed as participants in
a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES
Except to the extent that the Company's purchase would result in the
delisting of the Shares on the NYSE, all Shares validly tendered at or below the
Purchase Price and not withdrawn on or prior to the Expiration Date by or on
behalf of any stockholder who owned beneficially, as of the close of business on
November 28, 1995, and continues to own beneficially as of the Expiration Date,
an aggregate of fewer than 100 Shares (excluding Shares held in the Savings
Plan), will be accepted for purchase before proration, if any, of other tendered
Shares. Partial or conditional tenders will not qualify for this preference, and
it is not available to beneficial holders of 100 or more Shares, even if such
holders have separate stock certificates for fewer than 100 Shares. By accepting
the Offer, a stockholder owning beneficially fewer than 100 Shares (other than
Shares held in the Savings Plan) will avoid the payment of brokerage commissions
and the applicable odd lot discount payable in a sale of such Shares in a
transaction effected on a securities exchange. Shares held in the Savings Plan
will be subject to any proration, even if owned by a person who beneficially
owned, as of the close of business on November 28, 1995, and continues to own
beneficially as of the Expiration Date, fewer than 100 Shares held in the
Savings Plan. See Section 1.
3
<PAGE> 7
As of November 27, 1995, there were approximately 1,265 holders of record
of Shares. Approximately 656 of these holders of record held individually fewer
than 100 Shares and held in the aggregate approximately 27,895 Shares. Because
of the large number of Shares held in the names of brokers and nominees, the
Company is unable to estimate the number of beneficial owners of fewer than 100
Shares or the aggregate number of Shares they own. Any stockholder wishing to
tender all of his or her Shares pursuant to this Section should complete the box
captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the
Notice of Guaranteed Delivery.
The Company also reserves the right, but will not be obligated, to purchase
all Shares duly tendered by any stockholder who tendered all Shares beneficially
owned at or below the Purchase Price and who, as a result of proration, would
then beneficially own an aggregate of fewer than 100 Shares. If the Company
exercises this right, it will increase the number of Shares that it is offering
to purchase in the Offer by the number of Shares purchased through the exercise
of such right.
3. PROCEDURE FOR TENDERING SHARES
Except as noted below with respect to Shares held in the Savings Plan, to
tender Shares validly pursuant to the Offer, either (a) a properly completed and
duly executed Letter of Transmittal or facsimile thereof, together with any
required signature guarantees and any other documents required by the Letter of
Transmittal, must be received by the Depositary at one of its addresses set
forth on the back cover of this Offer to Purchase and either (i) certificates
for the Shares to be tendered must be received by the Depositary at one of such
addresses or (ii) such Shares must be delivered pursuant to the procedures for
book-entry transfer described below (and a confirmation of such delivery
received by the Depositary), in each case on or prior to the Expiration Date, or
(b) the tendering holder of Shares must comply with the guaranteed delivery
procedure described below including, without limitation, completion and
execution of one or more Letters of Transmittal.
IN ACCORDANCE WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, IN ORDER TO
TENDER SHARES PURSUANT TO THE OFFER, A STOCKHOLDER MUST INDICATE IN THE SECTION
CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED" ON
THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF $0.125) AT WHICH SUCH
SHARES ARE BEING TENDERED, EXCEPT THAT ANY STOCKHOLDER WHO OWNED BENEFICIALLY AS
OF THE CLOSE OF BUSINESS ON NOVEMBER 28, 1995, AND CONTINUES TO OWN BENEFICIALLY
AS OF THE EXPIRATION DATE, AN AGGREGATE OF FEWER THAN 100 SHARES (EXCLUDING
SHARES HELD IN THE SAVINGS PLAN) MAY CHECK THE BOX IN THE SECTION OF THE LETTER
OF TRANSMITTAL ENTITLED "ODD LOTS" INDICATING THAT THE STOCKHOLDER IS TENDERING
ALL OF SUCH STOCKHOLDER'S SHARES AT THE PURCHASE PRICE. Stockholders wishing to
tender Shares at more than one price must complete separate Letters of
Transmittal for each price at which such Shares are being tendered. The same
Shares cannot be tendered at more than one price. FOR A TENDER OF SHARES TO BE
VALID, A PRICE BOX, BUT ONLY ONE PRICE BOX, ON EACH LETTER OF TRANSMITTAL MUST
BE CHECKED.
The Depositary will establish an account with respect to the Shares at The
Depository Trust Company ("DTC"), Midwest Securities Trust Company ("MSTC") or
Philadelphia Depository Trust Company ("PDTC") (hereinafter collectively
referred to as the "Book-Entry Transfer Facilities") for purposes of the Offer
within two business days after the date of this Offer to Purchase, and any
financial institution that is a participant in the system of any Book-Entry
Transfer Facility may make delivery of Shares by causing such Book-Entry
Transfer Facility to transfer such Shares into the Depositary's account in
accordance with the procedures of such Book-Entry Transfer Facility. Although
delivery of Shares may be effected through book-entry transfer, a properly
completed and duly executed Letter of Transmittal or facsimile thereof, together
with any required signature guarantees and any other required documents, must,
in any case, be transmitted to and received by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase on or prior to
the Expiration Date, or the tendering holder of Shares must comply with the
guaranteed delivery procedure described below. Delivery of
4
<PAGE> 8
required documents to one of the Book-Entry Transfer Facilities in accordance
with its procedures does not constitute delivery to the Depositary and will not
constitute a valid tender.
Except as set forth below, all signatures on a Letter of Transmittal must
be guaranteed by a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc., or by a
commercial bank or trust company having an office or correspondent in the United
States which is a participant in an approved Signature Guarantee Medallion
Program (each of the foregoing being referred to as an "Eligible Institution").
Signatures on a Letter of Transmittal need not be guaranteed if (a) the Letter
of Transmittal is signed by the registered holder of the Shares (which term, for
the purposes of this Section, includes any participant in any Book-Entry
Transfer Facility whose name appears on a security position listing as the
holder of the Shares) tendered therewith and such holder has not completed the
box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on the Letter of Transmittal or (b) such Shares are
tendered for the account of an Eligible Institution. See Instructions 1 and 6 of
the Letter of Transmittal.
If a stockholder desires to tender Shares pursuant to the Offer and cannot
deliver certificates for such Shares and all other required documents to the
Depositary on or prior to the Expiration Date or the procedure for book-entry
transfer cannot be complied with in a timely manner, such Shares may
nevertheless be tendered if all of the following conditions are met:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by the Company (with any
required signature guarantees) is received by the Depositary, as provided
below, on or prior to the Expiration Date; and
(iii) the certificates for such tendered Shares (or a confirmation of
a book-entry transfer of such Shares into the Depositary's account at one
of the Book-Entry Transfer Facilities as described above), together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other documents required by the Letter of Transmittal, are
received by the Depositary no later than 5:00 p.m., New York City time, on
the third NYSE trading day after the date of execution of the Notice of
Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand, transmitted by
facsimile transmission or mailed to the Depositary and must include a guarantee
by an Eligible Institution in the form set forth in such Notice.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL
CASES SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
TO PREVENT UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO 31%
OF THE GROSS PAYMENTS MADE PURSUANT TO THE OFFER, EACH TENDERING STOCKHOLDER
MUST PROVIDE THE DEPOSITARY WITH SUCH STOCKHOLDER'S CORRECT TAXPAYER
IDENTIFICATION NUMBER AND CERTAIN OTHER INFORMATION BY PROPERLY COMPLETING THE
SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL. FOREIGN STOCKHOLDERS
(AS DEFINED IN SECTION 13) MUST SUBMIT A PROPERLY COMPLETED FORM W-8 (WHICH MAY
BE OBTAINED FROM THE DEPOSITARY) IN ORDER TO PREVENT BACKUP WITHHOLDING. IN
GENERAL, BACKUP WITHHOLDING DOES NOT APPLY TO CORPORATIONS OR TO FOREIGN
STOCKHOLDERS SUBJECT TO 30% (OR LOWER TREATY RATE) WITHHOLDING ON GROSS PAYMENTS
RECEIVED PURSUANT TO THE OFFER (AS DISCUSSED IN SECTION 13). For a discussion of
certain federal income tax consequences to tendering stockholders, see Section
13. EACH STOCKHOLDER IS URGED TO CONSULT WITH HIS OR HER OWN TAX ADVISOR
REGARDING HIS, HER OR ITS QUALIFICATION FOR EXEMPTION FROM BACKUP WITHHOLDING
AND THE PROCEDURE FOR OBTAINING ANY APPLICABLE EXEMPTION.
5
<PAGE> 9
It is a violation of Rule 14e-4 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), for a person to tender Shares for
his or her own account unless the person so tendering (i) has a net long
position equal to or greater than the amount of (x) Shares tendered or (y) other
securities immediately convertible into, exercisable or exchangeable, for the
amount of Shares tendered and will acquire such Shares for tender by conversion,
exercise or exchange of such other securities and (ii) will cause such Shares to
be delivered in accordance with the terms of the Offer. Rule 14e-4 provides a
similar restriction applicable to the tender or guarantee of a tender on behalf
of another person. The tender of Shares pursuant to any one of the procedures
described above will constitute the tendering stockholder's representation and
warranty that (i) such stockholder has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act,
and (ii) the tender of such Shares complies with Rule 14e-4. The Company's
acceptance for payment of Shares tendered pursuant to the Offer will constitute
a binding agreement between the tendering stockholder and the Company upon the
terms and subject to the conditions of the Offer.
All questions as to the Purchase Price, the form of documents, the number
of Shares to be accepted and the validity, eligibility (including time of
receipt) and acceptance for payment of any tender of Shares will be determined
by the Company, in its sole discretion, which determination shall be final and
binding on all parties. The Company reserves the absolute right to reject any or
all tenders of Shares that it determines are not in proper form or the
acceptance for payment of or payment for Shares that may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any defect or irregularity in any tender of any particular Shares. None of
the Company, the Dealer Managers, the Depositary, the Information Agent or any
other person is or will be under any duty to give notice of any defect or
irregularity in tenders, nor shall any of them incur any liability for failure
to give any such notice.
As of November 22, 1995, the Savings Plan held 241,326 Shares in accounts
for participants therein. Under the terms of the Savings Plan, a participant may
instruct the trustee for the Savings Plan to tender Shares allocated to the
participant's account as of November 30, 1995. Participants in the Savings Plan
who wish to tender Shares allocated to their respective accounts should so
indicate by completing, executing and returning to the recordkeeper, to forward
to the Trustee for the Savings Plan, the election form included with the
memorandum furnished to such participants. SAVINGS PLAN PARTICIPANTS MAY NOT USE
THE LETTER OF TRANSMITTAL TO TENDER THEIR SAVINGS PLAN SHARES, BUT MUST USE THE
SEPARATE ELECTION FORM REFERRED TO ABOVE. Participants in the Savings Plan are
urged to read such separate memorandum and election form and related materials
carefully.
CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF
TRANSMITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST
BE DELIVERED TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS
DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE
WILL NOT BE DEEMED TO BE PROPERLY TENDERED.
4. WITHDRAWAL RIGHTS
Tenders of Shares made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. Thereafter, such tenders are irrevocable, except
that they may be withdrawn after 12:00 midnight, New York City time, January 26,
1996 unless theretofore accepted for payment by the Company as provided in this
Offer to Purchase. If the Company extends the period of time during which the
Offer is open, is delayed in accepting for payment or paying for Shares or is
unable to accept for payment or pay for Shares pursuant to the Offer for any
reason, then, without prejudice to the Company's rights under the Offer, the
Depositary may, on behalf of the Company, retain all Shares tendered, and such
Shares may not be withdrawn except as otherwise provided in this Section 4,
subject to Rule 13e-4(f)(5) under the Exchange Act, which provides that the
issuer making the tender offer shall either pay the consideration offered, or
return the tendered securities promptly after the termination or withdrawal of
the tender offer.
6
<PAGE> 10
Withdrawal of Shares Held in Physical Form. Tenders of Shares made pursuant
to the Offer may not be withdrawn after the Expiration Date, except that they
may be withdrawn after 12:00 midnight, New York City time, January 26, 1996
unless accepted for payment by the Company as provided in this Offer to
Purchase. For a withdrawal to be effective prior to that time, a stockholder of
Shares held in physical form must provide a written, telegraphic or facsimile
transmission notice of withdrawal to the Depositary at one of its addresses set
forth on the back cover page of this Offer to Purchase before the Expiration
Date, which notice must contain: (A) the name of the person who tendered the
Shares; (B) a description of the Shares to be withdrawn; (C) the certificate
numbers shown on the particular certificates evidencing such Shares; (D) the
signature of such stockholder executed in the same manner as the original
signature on the Letter of Transmittal (including any signature guarantee (if
such original signature was guaranteed)); and (E) if such Shares are held by a
new beneficial owner, evidence satisfactory to the Company that the person
withdrawing the tender has succeeded to the beneficial ownership of the Shares.
A purported notice of withdrawal which lacks any of the required information
will not be an effective withdrawal of a tender previously made.
Withdrawal of Shares Held with the Book-Entry Transfer Facility. Tenders of
Shares made pursuant to the Offer may not be withdrawn after the Expiration
Date, except that they may be withdrawn after 12:00 midnight, New York City
time, January 26, 1996 unless accepted for payment by the Company as provided in
this Offer to Purchase. For a withdrawal to be effective prior to that time, a
stockholder of Shares held with any of the Book-Entry Transfer Facilities must
(i) call such stockholder's broker and instruct such broker to withdraw such
tender of Shares by debiting the Depositary's account at such Book-Entry
Transfer Facility of all Shares to be withdrawn; and (ii) instruct such broker
to provide a written, telegraphic or facsimile transmission notice of withdrawal
to the Depositary on or before the Expiration Date. Such notice of withdrawal
shall contain (A) the name of the person who tendered the Shares; (B) a
description of the Shares to be withdrawn; and (C) if such Shares are held by a
new beneficial owner, evidence satisfactory to the Company that the person
withdrawing the tender has succeeded to the beneficial ownership of the Shares.
A purported notice of withdrawal which lacks any of the required information
will not be an effective withdrawal of a tender previously made.
Any permitted withdrawals of tenders of Shares may not be rescinded, and
any Shares so withdrawn will thereafter be deemed not validly tendered for
purposes of the Offer; provided, however, that withdrawn Shares may be
re-tendered by following the procedures for tendering prior to the Expiration
Date.
All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by the Company, in its sole
discretion, which determination shall be final and binding on all parties. None
of the Company, the Dealer Managers, the Depositary, the Information Agent or
any other person is or will be under any duty to give notification of any defect
or irregularity in any notice of withdrawal or incur any liability for failure
to give any such notification.
Participants in the Savings Plan should follow the procedures for
withdrawal included in the memorandum furnished to such participants.
5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE
Upon the terms and subject to the conditions of the Offer and as promptly
as practicable after the Expiration Date, the Company will determine the
Purchase Price, taking into consideration the number of Shares tendered and the
prices specified by tendering stockholders, announce the Purchase Price, and
(subject to the proration and conditional tender provisions of the Offer) accept
for payment and pay the Purchase Price for Shares validly tendered and not
withdrawn at or below the Purchase Price. Thereafter, payment for all Shares
validly tendered on or prior to the Expiration Date and accepted for payment
pursuant to the Offer will be made by the Depositary by check as promptly as
practicable. In all cases, payment for Shares accepted for payment pursuant to
the Offer will be made only after timely receipt by the Depositary of
certificates for such Shares (or of a timely confirmation of a book-entry
transfer of such Shares into the Depositary's account at one of the Book-Entry
Transfer Facilities), a properly completed
7
<PAGE> 11
and duly executed Letter of Transmittal or facsimile thereof, with any required
signature guarantees, and any other required documents.
For purposes of the Offer, the Company shall be deemed to have accepted for
payment (and thereby purchased), subject to proration and conditional tenders,
Shares that are validly tendered and not withdrawn as, if and when it gives oral
or written notice to the Depositary of the Company's acceptance for payment of
such Shares. In the event of proration, the Company will determine the proration
factor and pay for those tendered Shares accepted for payment as soon as
practicable after the Expiration Date. However, the Company does not expect to
be able to announce the final results of any such proration until approximately
seven NYSE trading days after the Expiration Date. The Company will pay for
Shares that it has purchased pursuant to the Offer by depositing the aggregate
Purchase Price therefor with the Depositary. The Depositary will act as agent
for tendering stockholders for the purpose of receiving payment from the Company
and transmitting payment to tendering stockholders. Under no circumstances will
interest be paid on amounts to be paid to tendering stockholders, regardless of
any delay in making such payment.
Certificates for all Shares not purchased, including all Shares tendered at
prices greater than the Purchase Price, Shares not purchased because of
proration and Shares that were conditionally tendered and not accepted, will be
returned (or, in the case of Shares tendered by book-entry transfer, such Shares
will be credited to an account maintained with one of the Book-Entry Transfer
Facilities by the participant therein who so delivered such Shares) as promptly
as practicable following the Expiration Date without expense to the tendering
stockholder.
Payment for Shares may be delayed in the event of difficulty in determining
the number of Shares properly tendered or if proration is required. See Section
1. In addition, if certain events occur, the Company may not be obligated to
purchase Shares pursuant to the Offer. See Section 7.
The Company will pay or cause to be paid any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant to
the Offer. If, however, payment of the Purchase Price is to be made to, or a
portion of the Shares delivered (whether in certificated form or by book entry)
but not tendered or not purchased are to be registered in the name of, any
person other than the registered holder, or if tendered Shares are registered in
the name of any person other than the person signing the Letter of Transmittal
(unless such person is signing in a representative or fiduciary capacity), the
amount of any stock transfer taxes (whether imposed on the registered holder,
such other person or otherwise) payable on account of the transfer to such
person will be deducted from the Purchase Price unless satisfactory evidence of
the payment of such taxes, or exemption therefrom, is submitted. See instruction
7 to the Letter of Transmittal.
ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND
SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR, IN THE
CASE OF A FOREIGN INDIVIDUAL, A FORM W-8) MAY BE SUBJECT TO REQUIRED FEDERAL
INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAID TO SUCH STOCKHOLDER OR
OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 3.
6. CONDITIONAL TENDER OF SHARES
Under certain circumstances and subject to the exceptions set forth in
Section 1, the Company may prorate the number of Shares purchased pursuant to
the Offer. As discussed in Section 13, the number of Shares to be purchased from
a particular stockholder might affect the tax treatment of such purchase to such
stockholder and such stockholder's decision whether to tender. EACH STOCKHOLDER
IS URGED TO CONSULT WITH HIS OR HER OWN TAX ADVISOR. Accordingly, a stockholder
may tender Shares subject to the condition that a specified minimum number of
such holder's Shares tendered pursuant to a Letter of Transmittal or Notice of
Guaranteed Delivery must be purchased if any such Shares so tendered are
purchased, and any stockholder desiring to make such a conditional tender must
so indicate in the box captioned "Conditional Tender" in such Letter of
Transmittal or, if applicable, the Notice of Guaranteed Delivery.
8
<PAGE> 12
Any tendering stockholders wishing to make a conditional tender must
calculate and appropriately indicate such minimum number of Shares. If the
effect of accepting tenders on a pro rata basis would be to reduce the number of
Shares to be purchased from any stockholder (tendered pursuant to a Letter of
Transmittal or Notice of Guaranteed Delivery) below the minimum number so
specified, such tender will automatically be regarded as withdrawn (except as
provided in the next paragraph) and all Shares tendered by such stockholder
pursuant to such Letter of Transmittal or Notice of Guaranteed Delivery will be
returned as promptly as practicable thereafter.
If conditional tenders, that would otherwise be so regarded as withdrawn,
would cause the total number of Shares to be purchased to fall below 3,250,000,
then, to the extent feasible, the Company will select enough of such conditional
tenders that would otherwise have been so withdrawn to permit the Company to
purchase 3,250,000 Shares. In selecting among such conditional tenders, the
Company will select by lot and will limit its purchase in each case to the
minimum number of Shares designated by the stockholder in the applicable Letter
of Transmittal or Notice of Guaranteed Delivery as a condition to his or her
tender.
7. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, the Company will not be
required to accept for payment or pay for any Shares tendered, and may terminate
or amend and may postpone (subject to the requirements of the Exchange Act for
prompt payment for or return of Shares tendered) the acceptance for payment of
Shares tendered, if at any time after November 28, 1995 and at or before
acceptance for payment of any Shares any of the following shall have occurred:
(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person,
domestic or foreign, or before any court, authority, agency or tribunal
that (i) challenges the acquisition of Shares pursuant to the Offer or
otherwise in any manner relates to or affects the Offer or (ii) in the sole
judgment of the Company, could materially and adversely affect the
business, condition (financial or other), income, operations or prospects
of the Company and its subsidiaries, taken as a whole, or otherwise
materially impair in any way the contemplated future conduct of the
business of the Company or any of its subsidiaries or materially impair the
Offer's contemplated benefits to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer or the Company or
any of its subsidiaries, by any legislative body, court, authority, agency
or tribunal which, in the Company's sole judgment, would or might directly
or indirectly (i) make the acceptance for payment of, or payment for, some
or all of the Shares illegal or otherwise restrict or prohibit consummation
of the Offer, (ii) delay or restrict the ability of the Company, or render
the Company unable, to accept for payment or pay for some or all of the
Shares, (iii) materially impair the contemplated benefits of the Offer to
the Company or (iv) materially affect the business, condition (financial or
other), income, operations or prospects of the Company and its
subsidiaries, taken as a whole, or otherwise materially impair in any way
the contemplated future conduct of the business of the Company or any of
its subsidiaries;
(c) it shall have been publicly disclosed or the Company shall have
learned that (i) any person or "group" (within the meaning of Section
13(d)(3) of the Exchange Act) has acquired or proposes to acquire
beneficial ownership of more than 5% of the outstanding Shares whether
through the acquisition of stock, the formation of a group, the grant of
any option or right, or otherwise (other than as disclosed in a Schedule
13D or 13G on file with the Securities and Exchange Commission (the
"Commission") on November 28, 1995) or (ii) any such person or group that
on or prior to November 28, 1995 had filed such a Schedule with the
Commission thereafter shall have acquired or shall propose to acquire
whether through the acquisition of stock,
9
<PAGE> 13
the formation of a group, the grant of any option or right, or otherwise,
beneficial ownership of additional Shares representing 2% or more of the
outstanding Shares;
(d) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market, (ii) any significant decline in
the market price of the Shares, (iii) any change in the general political,
market, economic or financial condition in the United States or abroad that
could have a material adverse effect on the Company's business, condition
(financial or otherwise), income, operations, prospects or ability to
obtain financing generally or the trading in the Shares, (iv) the
declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States or any limitation on, or any event
which, in the Company's sole judgment, might affect, the extension of
credit by lending institutions in the United States, (v) the commencement
of a war, armed hostilities or other international or national calamity
directly or indirectly involving the United States or (vi) in the case of
any of the foregoing existing at the time of the commencement of the Offer,
in the Company's sole judgment, a material acceleration or worsening
thereof;
(e) a tender or exchange offer with respect to some or all of the
Shares (other than the Offer), or a merger, acquisition or other business
combination proposal for the Company, shall have been proposed, announced
or made by another person or group (within the meaning of Section 13(d)(3)
of the Exchange Act);
(f) there shall have occurred any event or events that has resulted,
or may in the sole judgment of the Company result, directly or indirectly,
in an actual or threatened change in the business, condition (financial or
other), income, operations, stock ownership or prospects of the Company and
its subsidiaries; or
(g) there shall have occurred any decline in the Standard & Poor's
Composite 500 Stock Index (601.320 at the close of business on November 27,
1995) by an amount in excess of 15% measured from the close of business on
November 27, 1995.
and, in the sole judgment of the Company, such event or events make it
undesirable or inadvisable to proceed with the Offer or with such acceptance for
payment.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances (including any action or
inaction by the Company) giving rise to any such condition, and any such
condition may be waived by the Company, in whole or in part, at any time and
from time to time in its sole discretion. The failure by the Company at any time
to exercise any of the foregoing rights shall not be deemed a waiver of any such
right and each such right shall be deemed an ongoing right which may be asserted
at any time and from time to time. Any determination by the Company concerning
the events described above will be final and binding on all parties.
Acceptance of Shares validly tendered in the Offer is subject to the
condition that, as of the Expiration Date, and after giving pro forma effect to
the acceptance of Shares validly tendered, the Shares would remain listed on the
NYSE. This condition may not be waived.
The Exchange Act requires that all conditions to the Offer must be
satisfied or waived before the Expiration Date.
10
<PAGE> 14
8. PRICE RANGE OF SHARES; DIVIDENDS
The Shares were issued in March 1995 in connection with the exchange offer
made by the Company to holders of Series A Common Stock, par value $1.00 per
share, of the Company ("Series A Common Stock") and Series C Common Stock, par
value $1.00 per share, of the Company ("Series C Common Stock" and, together
with Series A Common Stock, "Common Stock"). The Shares began to accrue
dividends effective March 1, 1995. The Shares are listed and traded on the NYSE.
The Shares are traded under the symbol "TMC Pr. P." The following table sets
forth the high and low closing sales prices of the Shares on the NYSE Composite
Tape and the cash dividends per Share for the fiscal quarters indicated.
<TABLE>
<CAPTION>
CASH DIVIDENDS
HIGH LOW PER SHARE
------- ------- --------------
<S> <C> <C> <C> <C>
1995 1st Quarter (from March 1, 1995)................. $21.75 $19.75 N/A
2nd Quarter...................................... 23.875 19.625 $.404424*
3rd Quarter...................................... 25.125 23.50 .3435
4th Quarter (through November 27, 1995).......... 24.75 23.625 N/A
</TABLE>
- ---------------
* The Cash Dividends Per Share for the Second Quarter include dividends that
accrued with effect from March 1, 1995, the date on and from which the Shares
began to accrue dividends, through the end of the First Quarter.
On November 27, 1995, the closing price of the Shares on the NYSE Composite
Tape was $24.625 per Share. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET
QUOTATIONS FOR THE SHARES.
9. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
The Company is offering to repurchase the Shares in furtherance of its
previously announced intention to repurchase, subject to market conditions and
corporate requirements, up to 10 percent, or approximately 12,800,000 shares, of
Common Stock, including common stock equivalent shares. See Section 12. The
Company believes that the repurchase of the Shares at this time represents an
attractive investment opportunity that will benefit the Company and its
stockholders. The Offer will afford to stockholders who are considering the sale
of all or a portion of their Shares the opportunity to determine the price (not
greater than $26.50 nor less than $25.00 per Share) at which they are willing to
sell their Shares and, in the event the Company accepts such Shares, to dispose
of Shares without the usual transaction costs associated with a market sale. The
Offer will also allow qualifying stockholders owning beneficially fewer than 100
Shares (other than Shares held in the Savings Plan) to avoid the payment of
brokerage commissions and the applicable odd lot discount payable on a sale of
Shares in a transaction effected on a securities exchange. Correspondingly, the
costs to the Company for servicing the accounts of odd lot holders will be
reduced. See Section 2.
The Shares accrue cumulative dividends of $1.374 per share until March 31,
1998, on which date the Shares convert automatically into shares of Series A
Common Stock. The Shares may convert to Series A Common Stock earlier upon
certain mergers, consolidations or similar transactions involving Series A
Common Stock. Each outstanding Share would initially convert into one share of
Series A Common Stock, subject to adjustment in the event of certain stock
dividends or distributions, subdivisions, splits, combinations, issuance of
certain rights or warrants or distributions of certain assets with respect to
the Series A Common Stock, plus certain accrued and unpaid dividends. On
November 27, 1995, there were 11,257,177 Shares and 107,933,334 shares of Common
Stock issued and outstanding. If, on March 31, 1998 all 11,257,177 Shares were
converted into Series A Common Stock on a one-for-one basis and there were
107,933,334 shares of Common Stock issued and outstanding, the 11,257,177 Shares
of Series A Common Stock into which such Shares were converted, would represent
9.4% of the issued and outstanding Common Stock of the Company.
The Company has the option to call the Shares for redemption, in whole or
part, at any time or from time to time prior to March 31, 1998 at the Call Price
(as described below) payable in shares of Series A
11
<PAGE> 15
Common Stock plus cash in an amount equal to all accrued and unpaid dividends on
the Shares to the date of redemption. The "Call Price" for the Shares is
calculated as follows: On the date on which the Shares were issued until March
23, 1995, the Call Price was $31.92885. After March 23, 1995 the Call Price
began and continues to decline at the rate of $0.003127 per day each day to
$28.717421 on January 30, 1998. Thereafter, the Call Price is equal to
$28.52685. The Offer does not constitute a notice of redemption of the Shares
and owners of the Shares are not under any obligation to accept the Offer or to
remit their Shares to the Company pursuant to the Offer.
The repurchase of Shares will reduce 1995 primary earnings per share as the
cash paid in excess of the liquidation value of $21.131 per Share will reduce
earnings applicable to common stockholders for purposes of determining primary
earnings per share. However, the repurchase of Shares is expected to benefit
earnings per share for 1996, 1997 and the first quarter of 1998 by eliminating
the preferred dividend payment required on the Shares repurchased.
If fewer than 3,250,000 Shares are purchased pursuant to the Offer, the
Company may repurchase the remainder of such Shares on the open market, in
privately negotiated transactions or otherwise. In the future, the Company may
determine to purchase additional Shares on the open market, in privately
negotiated transactions, through one or more tender offers or otherwise. Any
such purchases may be on the same terms as, or on terms which are more or less
favorable to stockholders than, the terms of the Offer. However, Rule 13e-4
under the Exchange Act prohibits the Company and its affiliates from purchasing
any Shares, other than pursuant to the Offer, until at least ten business days
after the Expiration Date. Any future purchases of Shares by the Company would
depend on many factors, including the market price of the Shares, the Company's
business and financial position, and general economic and market conditions.
Shares that the Company acquires pursuant to the Offer will be retired and
will not be reissued as Shares. However, such Shares will have the status of
authorized but unissued shares of the class of preferred stock of the Company
undesignated as to series and may be redesignated and reissued as part of any
series of preferred stock of the Company without further stockholder action
(except as may be required by applicable law or the rules of the NYSE). The
Company has no current plans for the Shares it may acquire pursuant to the Offer
or any other authorized but unissued Shares.
As of November 27, 1995, the Company had issued and outstanding 11,257,177
Shares. The 3,250,000 Shares that the Company is offering to purchase pursuant
to the Offer represent approximately 29% of the Shares then outstanding. As of
November 27, 1995, one director owned 1,507 Shares. The Company has been advised
that such director does not intend to tender his Shares pursuant to the Offer.
As of November 27, 1995, no other director or executive officer owned Shares.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH STOCKHOLDER MUST
MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER AND AT WHAT PRICE. THE COMPANY HAS BEEN ADVISED THAT NO
DIRECTOR OR EXECUTIVE OFFICER INTENDS TO TENDER SHARES PURSUANT TO THE OFFER.
10. CERTAIN INFORMATION CONCERNING THE COMPANY
The Company is engaged principally in the newspaper publishing,
professional information and magazine publishing businesses. The Company
publishes the Los Angeles Times, Newsday, The Sun, The Hartford Courant, The
Morning Call, The Advocate, the Greenwich Times, and several smaller newspapers.
The Company also publishes a variety of books, special interest and trade
magazines and other media through its subsidiaries. The Company was incorporated
in the State of Delaware in June 1994 for the purpose of owning and operating
these businesses after a reorganization of the Company's predecessor was
completed in February 1995. The Company's predecessor was incorporated in 1884
in the State of California and was reincorporated in the State of Delaware in
1986.
The Company's principal executive offices are located at Times Mirror
Square, Los Angeles, California 90053 and its telephone number is (213)
237-3700.
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<PAGE> 16
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA AND
SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
The following summary historical consolidated financial data has been
derived from the consolidated financial statements of the Company. The data
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995 and the Company's Annual Report on Form 10-K
for the year ended December 31, 1994. Copies of these reports may be obtained as
described in Section 16 of this Offer to Purchase. The income statement data for
the years ended December 31, 1993 and 1994 and the balance sheet data as of the
same dates have been derived from the audited consolidated financial statements
of the Company. The income statement data for the nine months ended September
30, 1995 and September 25, 1994 and the balance sheet data as of September 30,
1995 have been derived from the unaudited condensed consolidated financial
statements of the Company which, in the opinion of management, include all
adjustments (consisting of normal recurring adjustments) necessary for a fair
presentation of financial position and results of operations for such periods.
Operating results for the nine months ended September 30, 1995 are not
necessarily indicative of the results that may be expected for the entire year
ending December 31, 1995.
The following summary unaudited pro forma consolidated financial data has
been derived from the historical consolidated financial statements of the
Company adjusted for certain costs and expenses to be incurred as a result of
the purchase of Shares pursuant to the Offer. The pro forma consolidated income
statement data has been prepared assuming that the purchase of Shares was
completed on March 1, 1995 (the date from which the Shares accrued dividends).
The pro forma consolidated balance sheet data has been prepared assuming that
the purchase of Shares was completed on September 30, 1995. The summary
unaudited pro forma consolidated financial data should be read in conjunction
with the summary historical consolidated financial data included herein. The pro
forma income statement data and balance sheet data are not necessarily
indicative of the financial position or results of operations that would have
been obtained had the Offer been completed as of the dates indicated.
<TABLE>
<CAPTION>
HISTORICAL(A)
---------------------------------------------------------- PRO FORMA
NINE MONTHS -------------
ENDED NINE MONTHS
YEAR ENDED DECEMBER 31 ------------------------------ ENDED
------------------------ SEPTEMBER 25 SEPTEMBER 30 SEPTEMBER 30
1993 1994 1994 1995 1995
---------- ---------- ------------- ------------- -------------
(IN THOUSANDS, EXCEPT PER SHARE AND RATIO AMOUNTS)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues....................... $3,243,749 $3,355,761 $ 2,399,352 $ 2,481,545 $ 2,481,545
Restructuring, impairment and
one-time charges(b).......... (80,164) (382,674) (382,674)
Operating profit (loss)........ 189,042 302,508 188,770 (249,048) (249,048)
Interest income................ 2,688 2,517 1,491 22,349 19,328(g)
Income (loss) from continuing
operations................... 51,669 132,223 80,573 (197,351) (199,133)
Primary earnings (loss) per
common share from continuing
operations................... $.40 $1.03 $.63 ($2.17) ($2.30)(h)
Ratio of earnings to fixed
charges(c)................... 2.0x 3.8x 3.3x (d) (i)
Ratio of earnings to fixed
charges and preferred
stock dividends(e)........... N/A N/A N/A (f) (j)
Weighted average common and
common equivalent shares..... 128,741 128,807 128,798 115,684 115,684
BALANCE SHEET DATA:
Current assets................. $1,178,880 $1,493,971 $ 1,355,331 $ 1,270,161(k)
Total assets................... 4,521,047 4,287,208 4,012,616 3,927,446(k)
Shareholders' equity........... 1,899,275 1,957,043 2,202,313 2,117,143(k)
Shareholders' equity per common
share........................ $14.76 $15.06 $20.01 $19.23
</TABLE>
13
<PAGE> 17
- ---------------
(a) Certain amounts have been reclassified from previously issued financial
statements to conform to the third quarter 1995 presentation.
(b) In mid-July 1995, the Company initiated a comprehensive and systematic
review of operations, cost structures and balance sheets in order to refocus
resources on its newspaper, professional information and magazine businesses
and to improve its financial performance. The loss from continuing
operations for the nine months ended September 30, 1995 included $382.7
million on a pretax basis ($261.9 million after-tax) for restructuring,
impairment and one-time charges. Fourth quarter 1995 results are expected to
include additional restructuring program-related charges that could be as
large as $300 million on a pretax basis ($180 million after-tax).
(c) The ratio of earnings to fixed charges was computed by dividing earnings
(income from continuing operations before income taxes, adjusted for fixed
charges (net of capitalized interest), equity income or loss from
unconsolidated affiliates and amortization of capitalized interest) by fixed
charges for the periods indicated. Fixed charges include interest incurred
on long-term debt and other debt, capitalized interest, the interest factor
deemed to be included in rental expense and certain amortization.
(d) Earnings are approximately $237 million lower than the amount needed to
cover fixed charges in this period, as earnings were impacted by the
restructuring charges described in (b) above.
(e) The ratio of earnings to fixed charges and preferred stock dividends was
computed as described in (c) above, except that fixed charges were combined
with the preferred stock dividends for the periods indicated. The preferred
stocks were issued in 1995 and began accruing dividends on March 1, 1995.
(f) Earnings are approximately $291 million lower than the amount needed to
cover fixed charges and preferred stock dividends in this period, as
earnings were impacted by the restructuring charges described in (b) above.
(g) Pro forma interest income was calculated assuming that 3,250,000 Shares were
repurchased for $26.00 per share, which would have reduced the Company's
short-term interest bearing instruments by $84,500,000 for the Shares and
another $670,000 for estimated expenses related to the Offer. Assuming that
the short-term instruments earned interest of approximately 6.08% per annum,
interest income would have been lower by approximately $3,021,000. The loss
from continuing operations, assuming a 41% effective tax rate on the pro
forma interest income, would have been higher by $1,782,000.
(h) The pro forma primary loss per common share from continuing operations was
calculated assuming that 3,250,000 Shares were repurchased for $26.00 per
Share, which reduced pro forma preferred dividend requirements by $2,605,000
and increased the pro forma cash paid in excess of the liquidation value of
$21.131 per Share by $15,824,000. For the nine months ended September 30,
1995, the preferred dividend requirements and cash paid in excess of
liquidation value were $29,346,000 and $37,091,000, respectively, on a pro
forma basis compared to $31,951,000 and $21,267,000, respectively, on an
historical basis. Excluding the one-time impact of the cash paid in excess
of liquidation value, both the historical and pro forma primary loss per
common share from continuing operations for the nine months ended September
30, 1995 would have been $1.98, as lower pro forma interest income was
offset by lower pro forma preferred dividend requirements. Assuming a $25.00
and a $26.50 per share purchase price for 3,250,000 Shares, the pro forma
cash paid in excess of liquidation value is $12,574,000 (11 cents per common
share) and $17,449,000 (15 cents per common share), respectively.
(i) The pro forma ratio of earnings to fixed charges was calculated as described
in (c), except that pro forma earnings were used in the computation. Pro
forma earnings are approximately $240 million lower than the amount needed
to cover fixed charges in this period, as earnings were impacted by the
restructuring charges described in (b) above.
14
<PAGE> 18
(j) The pro forma ratio of earnings to fixed charges and preferred stock
dividends was calculated as described in (e), except that pro forma earnings
and pro forma preferred stock dividends were used in the computation. Pro
forma earnings are approximately $290 million lower than the amount needed
to cover fixed charges and preferred stock dividends in this period, as
earnings were impacted by the restructuring charges described in (b).
(k) Pro forma current assets, total assets and shareholders' equity were reduced
by the $85,170,000 in cash assumed used pursuant to this Offer.
11. SOURCE AND AMOUNT OF FUNDS
Assuming that the Company purchases 3,250,000 Shares pursuant to the Offer
at a price of $26.00 per Share, the total amount required by the Company to
purchase such Shares will be $84,500,000, exclusive of fees and other expenses.
The Company will fund such purchase with cash derived primarily from the cable
television merger transaction, completed in the first quarter of 1995, as well
as from cash generated by operating activities.
Historically, the Company from time to time has issued commercial paper
supported by revolving lines of credit with commercial banks. The Company has
not issued any commercial paper since February 1995 when it discontinued its
prior program. The Company is currently implementing a new commercial paper
program and expects to issue commercial paper in late 1995 and early 1996.
12. TRANSACTIONS AND AGREEMENTS CONCERNING THE SHARES
In July 1995, the Company announced its intention to repurchase, subject to
market conditions and corporate requirements, up to 10 percent, or approximately
12,800,000 shares of Common Stock, including common stock equivalent shares,
such repurchases to be effected on the open market, in privately negotiated
transactions or otherwise. As of November 27, 1995, the Company had repurchased
approximately 4,586,000 shares of Common Stock at an approximate cost of
$136,219,000 and at prices ranging from a high of $32.625 to a low of $28.00 per
share. The average cost per share of Common Stock was approximately $29.70.
On August 31, 1995, the Company announced its intention to repurchase
Shares, subject to market conditions and corporate requirements, such
repurchases to be effected on the open market, in privately negotiated
transactions or otherwise. As of November 27, 1995, the Company had repurchased
approximately 5,304,000 Shares at an approximate cost of $137,255,000 and at
prices ranging from a high of $26.50 to a low of $23.875 per Share. The average
cost per Share was approximately $25.88.
As of November 27, 1995, one director owned 1,507 Shares. The Company has
been advised that such director does not intend to tender his Shares pursuant to
the Offer. As of November 27, 1995, no other director or executive officer owned
Shares.
Except as set forth above and on Schedule A hereto, based upon the
Company's records and upon information provided to the Company by its directors
and executive officers, neither the Company nor, to the Company's knowledge, any
of its associates, subsidiaries, directors, executive officers or any associate
of any such director or executive officer has engaged in any transactions
involving the Shares during the 40 business days preceding the date hereof.
Neither the Company nor, to the Company's knowledge, any of its directors or
executive officers is a party to any contract, arrangement, understanding or
relationship relating directly or indirectly to the Offer with any other person
with respect to the Shares (including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the voting
of any such Shares, joint ventures, loan or option arrangements, puts or calls,
guarantees of loans, guarantees against loss or the giving or withholding of
proxies, consents or authorizations).
Except as disclosed in this Offer to Purchase, the Company has no plans or
proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of the Company or the
15
<PAGE> 19
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Company; (e) any material change
in the present dividend rate or policy, or indebtedness or capitalization of the
Company; (f) any other material change in the Company's corporate structure or
business; (g) any change in the Company's Certificate of Incorporation or
By-Laws or any actions which may impede the acquisition of control of the
Company by any person; (h) a class of equity security of the Company being
delisted from a national securities exchange; (i) a class of equity security of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (j) the suspension of the Company's
obligation to file reports pursuant to Section 15(d) of the Exchange Act.
13. CERTAIN FEDERAL INCOME TAX CONSEQUENCES
In General. The following is a discussion of the material United States
federal income tax consequences to stockholders with respect to a sale of Shares
pursuant to the Offer. The discussion is based upon the provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations,
Internal Revenue Service ("IRS") rulings and judicial decisions, all in effect
as of the date hereof and all of which are subject to change (possibly with
retroactive effect) by subsequent legislative, judicial or administrative
action. The discussion does not address all aspects of United States federal
income taxation that may be relevant to a particular stockholder in light of
such stockholder's particular circumstances or to certain types of holders
subject to special treatment under the United States federal income tax laws
(such as certain financial institutions, tax-exempt organizations, life
insurance companies, dealers in securities or currencies, or stockholders
holding the Shares as part of a conversion transaction, as part of a hedge or
hedging transaction, or as a position in a straddle for tax purposes). In
addition the discussion below does not consider the effect of any foreign,
state, local or other tax laws that may be applicable to particular
stockholders. The discussion assumes that the Shares are held as "capital
assets" within the meaning of Section 1221 of the Code.
EACH STOCKHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE
PARTICULAR UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THAT STOCKHOLDER
TENDERING SHARES PURSUANT TO THE OFFER AND THE APPLICABILITY AND EFFECT OF ANY
STATE, LOCAL OR FOREIGN TAX LAWS AND RECENT CHANGES IN APPLICABLE TAX LAWS.
Characterization of the Surrender of Shares Pursuant to the Offer. The
surrender of Shares by a stockholder to the Company pursuant to the Offer will
be a taxable transaction for United States federal income tax purposes and may
also be a taxable transaction under applicable state, local and foreign tax
laws. The United States federal income tax consequences to a stockholder may
vary depending upon the stockholder's particular facts and circumstances. Under
Section 302 of the Code, the surrender of Shares by a stockholder to the Company
pursuant to the Offer will be treated as a "sale or exchange" of such Shares for
United States federal income tax purposes (rather than as a distribution by the
Company with respect to the Shares held by the tendering stockholder) if the
receipt of cash upon such surrender (i) is "substantially disproportionate" with
respect to the stockholder, (ii) results in a "complete redemption" of the
stockholder's interest in the Company, or (iii) is "not essentially equivalent
to a dividend" with respect to the stockholder (each as described below).
If any of the above three tests is satisfied, and the surrender of the
Shares is therefore treated as a "sale or exchange" of such Shares for United
States federal income tax purposes, the tendering stockholder will recognize
gain or loss equal to the difference between the amount of cash received by the
stockholder and the stockholder's tax basis in the Shares surrendered pursuant
to the Offer. Any such gain or loss will be capital gain or loss, and will be
long term capital gain or loss if the Shares have been held for more than one
year.
16
<PAGE> 20
If none of the above three tests is satisfied, the tendering stockholder
will be treated as having received a distribution by the Company with respect to
such stockholder's Shares in an amount equal to the cash received by the
stockholder pursuant to the Offer. The distribution will be treated as a
dividend taxable as ordinary income to the extent of the Company's current or
accumulated earnings and profits for tax purposes. The amount of the
distribution in excess of the Company's current or accumulated earnings and
profits will be treated as a return of the stockholder's tax basis in the
Shares, and then as gain from the sale or exchange of such Shares. The tendering
stockholder's basis in the Shares surrendered pursuant to the Offer generally
will be added to such stockholder's basis in his or her remaining Shares, if
any.
Constructive Ownership. In determining whether any of the three tests under
Section 302 of the Code is satisfied, stockholders must take into account not
only the Shares that are actually owned by the stockholder, but also Shares that
are constructively owned by the stockholder within the meaning of Section 318 of
the Code. Under Section 318 of the Code, a stockholder may constructively own
Shares actually owned, and in some cases constructively owned, by certain
related individuals or entities and Shares that the stockholder has the right to
acquire by exercise of an option or by conversion.
Proration. Contemporaneous dispositions or acquisitions of Shares by a
stockholder or related individuals or entities may be deemed to be part of a
single integrated transaction and may be taken into account in determining
whether any of the three tests under Section 302 of the Code has been satisfied.
Each stockholder should be aware that because proration may occur in the Offer,
even if all the Shares actually and constructively owned by a stockholder are
tendered pursuant to the Offer, fewer than all of such Shares may be purchased
by the Company. Thus, proration may affect whether the surrender by a
stockholder pursuant to the Offer will meet any of the three tests under Section
302 of the Code. See Section 6 for information regarding each stockholder's
option to make a conditional tender of a minimum number of Shares. A stockholder
should consult his or her own tax advisor regarding whether to make a
conditional tender of a minimum number of Shares, and the appropriate
calculation thereof.
Section 302 Tests. The receipt of cash by a stockholder will be
"substantially disproportionate" if the percentage of the outstanding Shares and
other voting stock in the Company actually and constructively owned by the
stockholder immediately following the surrender of Shares pursuant to the Offer
is less than 80% of the percentage of the outstanding Shares and other voting
stock actually and constructively owned by such stockholder immediately before
the sale of Shares pursuant to the Offer. Stockholders should consult their tax
advisors with respect to the application of the "substantially disproportionate"
test to their particular situation.
The receipt of cash by a stockholder will be a "complete redemption" if
either (i) the stockholder owns no stock in the Company either actually or
constructively immediately after the Shares are surrendered pursuant to the
Offer, or (ii) the stockholder actually owns no stock in the Company immediately
after the surrender of Shares pursuant to the Offer and, with respect to stock
constructively owned by the stockholder immediately after the Offer, the
stockholder is eligible to waive (and effectively waives) constructive ownership
of all such stock under procedures described in Section 302(c) of the Code.
Even if the receipt of cash by a stockholder fails to satisfy the
"substantially disproportionate" test or the "complete redemption" test, a
stockholder may nevertheless satisfy the "not essentially equivalent to a
dividend" test if the stockholder's surrender of Shares pursuant to the Offer
results in a "meaningful reduction" in the stockholder's interest in the
Company. Whether the receipt of cash by a stockholder will be "not essentially
equivalent to a dividend" will depend upon the individual stockholder's facts
and circumstances. The IRS has indicated in published rulings that even a small
reduction in the proportionate interest of a small minority stockholder in a
publicly held corporation who exercises no control over corporate affairs may
constitute such a "meaningful reduction." Stockholders expecting to rely upon
the "not essentially equivalent to a dividend" test should consult their own tax
advisors as to its application in their particular situation.
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<PAGE> 21
Corporate Stockholder Dividend Treatment. If a sale of Shares by a
corporate stockholder is treated as a dividend, the corporate stockholder may be
entitled to claim a deduction equal to 70% of the dividend under Section 243 of
the Code, subject to applicable limitations. Corporate stockholders should,
however, consider the effect of Section 246(c) of the Code, which disallows the
70% dividends-received deduction with respect to stock that is held for 45 days
or less. For this purpose, the length of time a taxpayer is deemed to have held
stock may be reduced by periods during which the taxpayer's risk of loss with
respect to the stock is diminished by reason of the existence of certain options
or other transactions. Moreover, under Section 246A of the Code, if a corporate
stockholder has incurred indebtedness directly attributable to an investment in
Shares, the 70% dividends-received deduction may be reduced.
In addition, amounts received by a corporate stockholder pursuant to the
Offer that are treated as a dividend may constitute an "extraordinary dividend"
under Section 1059 of the Code. Generally, an "extraordinary dividend" is a
dividend that (i) equals or exceeds 10% of the stockholder's basis in the Shares
(treating all dividends having ex-dividend sales within an 85-day period as a
single dividend) or (ii) exceeds 20% of the stockholder's adjusted basis in the
Shares (treating all dividends having ex-dividend sales within a 365-day period
as a single dividend). Accordingly, if applicable, a corporate stockholder would
be required under Section 1059(a) of the Code to reduce its basis (but not below
zero) in its Shares by the non-taxed portion of the dividend (i.e., the portion
of the dividend for which a deduction is allowed), and if such portion exceeds
the stockholder's tax basis for its Shares, to treat the excess as gain from the
sale of such Shares in the year in which a sale or disposition of such Shares
occurs (which, in certain circumstances, may be the year in which Shares are
sold pursuant to the Offer).
Corporate stockholders also should be aware that legislation is pending in
Congress which, if enacted in its current form, would generally require
immediate gain recognition whenever the basis of stock with respect to which any
extraordinary dividend was received is reduced below zero. It is impossible to
predict whether this or similar legislation will be enacted.
Additional Tax Considerations. The distinction between long-term capital
gains and ordinary income is relevant because, in general, individuals currently
are subject to taxation at a reduced rate on their "net capital gain" (i.e., the
excess of net long-term capital gains over net short-term capital losses) for
the year. Legislation is currently pending in Congress that, if enacted, would
substantially reduce the tax rate applicable to net capital gains of individuals
and corporations. It is impossible to predict whether such legislation will be
enacted.
Stockholders are urged to consult their own tax advisors regarding any
possible impact on their obligation to make estimated tax payments as a result
of the recognition of any capital gain (or the receipt of any ordinary income)
caused by the surrender of any Shares to the Company pursuant to the Offer.
Foreign Stockholders. The Company will withhold United States federal
income tax at a rate of 30% from gross proceeds paid pursuant to the Offer to a
foreign stockholder or his agent, unless the Company determines that a reduced
rate of withholding is applicable pursuant to a tax treaty or that an exemption
from withholding is applicable because such gross proceeds are effectively
connected with the conduct of a trade or business by the foreign stockholder
within the United States. For this purpose, a foreign stockholder is any
stockholder that is not (i) a citizen or resident of the United States, (ii) a
corporation, partnership or other entity created or organized in or under the
laws of the United States, or (iii) an estate or trust the income of which is
subject to United States federal income taxation regardless of its source.
Without definite knowledge to the contrary, the Company will determine whether a
stockholder is a foreign stockholder by reference to the stockholder's address.
A foreign stockholder may be eligible to file for a refund of such tax or a
portion of such tax if such stockholder (i) meets the "complete redemption,"
"substantially disproportionate" or "not essentially equivalent to a dividend"
tests described above, (ii) is entitled to a reduced rate of withholding
pursuant to a treaty and the Company withheld at a higher rate, or (iii) is
otherwise able to establish that no tax or a reduced amount of tax was
18
<PAGE> 22
due. In order to claim an exemption from withholding on the ground that gross
proceeds paid pursuant to the Offer are effectively connected with the conduct
of a trade or business by a foreign stockholder within the United States or that
the foreign stockholder is entitled to the benefits of a tax treaty, the foreign
stockholder must deliver to the Depositary (or other person who is otherwise
required to withhold United States tax) a properly executed statement claiming
such exemption or benefits. Such statements may be obtained from the Depositary.
Foreign stockholders are urged to consult their own tax advisors regarding the
application of United States federal income tax withholding, including
eligibility for a withholding tax reduction or exemption and the refund
procedures.
Backup Withholding. See Section 3 with respect to the application of the
United States federal income tax backup withholding.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY
AND MAY NOT APPLY TO SHARES ACQUIRED IN CONNECTION WITH THE EXERCISE OF STOCK
OPTIONS OR PURSUANT TO OTHER COMPENSATION ARRANGEMENTS WITH THE COMPANY. THE TAX
CONSEQUENCES OF A SALE PURSUANT TO THE OFFER MAY VARY DEPENDING UPON, AMONG
OTHER THINGS, THE PARTICULAR CIRCUMSTANCES OF THE TENDERING STOCKHOLDER. NO
INFORMATION IS PROVIDED HEREIN AS TO THE STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES OF THE TRANSACTION CONTEMPLATED BY THE OFFER. STOCKHOLDERS ARE
URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR FEDERAL,
STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF TENDERING SHARES PURSUANT
TO THE OFFER AND THE EFFECT OF THE STOCK OWNERSHIP ATTRIBUTION RULES DESCRIBED
ABOVE.
14. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS
The Company expressly reserves the right, in its sole discretion and at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary and
making a public announcement thereof. There can be no assurance, however, that
the Company will exercise its right to extend the Offer. During any such
extension, all Shares previously tendered will remain subject to the Offer,
except to the extent that such Shares may be withdrawn as set forth in Section
4. The Company also expressly reserves the right, in its sole discretion, (i) to
terminate the Offer and not accept for payment any Shares not theretofore
accepted for payment or, subject to Rule 13-4(f)(5) under the Exchange Act,
which requires the Company either to pay the consideration offered or to return
the Shares tendered promptly after the termination or withdrawal of the Offer,
to postpone payment for Shares upon the occurrence of any of the conditions
specified in Section 7 hereof by giving oral or written notice of such
termination to the Depositary and making a public announcement thereof and (ii)
at any time, or from time to time, to amend the Offer in any respect. Amendments
to the Offer may be effected by public announcement. Without limiting the manner
in which the Company may choose to make public announcement of any extension,
termination or amendment, the Company shall have no obligation (except as
otherwise required by applicable law) to publish, advertise or otherwise
communicate any such public announcement, other than by making a release to the
Dow Jones News Service, except in the case of an announcement of an extension of
the Offer, in which case the Company shall have no obligation to publish,
advertise or otherwise communicate such announcement other than by issuing a
notice of such extension by press release or other public announcement, which
notice shall be issued no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date. Material changes to
information previously provided to holders of the Shares in this Offer or in
documents furnished subsequent thereto will be disseminated to holders of Shares
in compliance with Rule 13e-4(e)(2) promulgated by the Commission under the
Exchange Act.
If the Company materially changes the terms of the Offer or the information
concerning the Offer, or if it waives a material condition of the Offer, the
Company will extend the Offer to the extent required by Rules 13e-4(d)(2) and
13e-4(e)(2) under the Exchange Act. Those rules require that the minimum period
during which an offer must remain open following material changes in the terms
of the offer or
19
<PAGE> 23
information concerning the offer (other than a change in price, change in
dealer's soliciting fee or change in percentage of securities sought) will
depend on the facts and circumstances, including the relative materiality of
such terms or information. In a published release, the Commission has stated
that in its view, an offer should remain open for a minimum of five business
days from the date that notice of such a material change is first published,
sent or given. The Offer will continue or be extended for at least ten business
days from the time the Company publishes, sends or gives to holders of Shares a
notice that it will (a) increase or decrease the price it will pay for Shares or
the amount of the Dealer Managers' soliciting fee or (b) increase (except for an
increase not exceeding 2% of the outstanding Shares) or decrease the number of
Shares it seeks.
15. FEES AND EXPENSES
Goldman, Sachs & Co. will act as Dealer Managers for the Company in
connection with the Offer. The Company has agreed to pay the Dealer Managers,
upon acceptance for payment of Shares pursuant to the Offer, an advisory fee of
$250,000 plus $.08 per Share purchased by the Company pursuant to the Offer. The
Dealer Managers will also be indemnified against certain liabilities, including
liabilities under the federal securities laws, in connection with the Offer.
The Dealer Managers have rendered, are currently rendering and are expected
to continue to render various investment banking and other advisory services to
the Company. They have received, and will continue to receive, customary
compensation from the Company for such services.
The Company has retained First Interstate Bank of California as Depositary
and D.F. King & Co., Inc. as Information Agent in connection with the Offer. The
Information Agent may contact stockholders by mail, telephone, telex, telegraph
and personal interviews, and may request brokers, dealers and other nominee
stockholders to forward materials relating to the Offer to beneficial owners.
The Depositary and the Information Agent will receive reasonable and customary
compensation for their services and will also be reimbursed for certain
out-of-pocket expenses. The Company has agreed to indemnify the Depositary and
the Information Agent against certain liabilities, including certain liabilities
under the federal securities laws, in connection with the Offer. Neither the
Information Agent nor the Depositary has been retained to make solicitations or
recommendations in connection with the Offer.
The Company will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer (other than
the fee of the Dealer Managers). The Company will, upon request, reimburse
brokers, dealers, commercial banks and trust companies for reasonable and
customary handling and mailing expenses incurred by them in forwarding materials
relating to the Offer to their customers.
16. MISCELLANEOUS
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports, proxy statements and other
information with the Commission relating to its business, financial condition
and other matters. Certain information as of particular dates concerning the
Company's directors and officers, their remuneration, options granted to them,
the principal holders of the Company's securities and any material interest of
such persons in transactions with the Company is filed with the Commission. The
Company has also filed an Issuer Tender Offer Statement on Schedule 13E-4 with
the Commission, which includes certain additional information relating to the
Offer. Such reports, as well as such other material, may be inspected and copies
may be obtained at the Commission's public reference facilities at 450 Fifth
Street, N.W., Washington, D.C., and should also be available for inspection and
copying at the regional offices of the Commission located at 7 World Trade
Center, 13th Floor, New York, New York 10048, and Suite 1400, Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material may be obtained by mail, upon payment of the Commission's customary
fees, from the Commission's Public Reference Section at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such reports, proxy statements and other information
also should be available for inspection at the offices of the NYSE, 20 Broad
Street, New York, New York. The Company's Schedule 13E-4 may not be available at
the Commission's regional offices.
20
<PAGE> 24
The Offer is being made to all holders of Shares. The Company is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to a valid state statute. If the Company becomes aware
of any valid state statute prohibiting the making of the Offer, the Company will
make a good faith effort to comply with such statute. If, after such good faith
effort, the Company cannot comply with such statute, the Offer will not be made
to, nor will tenders be accepted from or on behalf of, holders of Shares in such
state. In those jurisdictions whose securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer, the Offer shall be deemed
to be made on behalf of the Company by the Dealer Managers or one or more
registered brokers or dealers licensed under the laws of such jurisdictions.
THE TIMES MIRROR COMPANY
November 29, 1995
21
<PAGE> 25
SCHEDULE A
CERTAIN TRANSACTIONS INVOLVING SHARES
The Company has made the following purchases of Shares during the 40
business-day period preceding the commencement of the Offer on the dates, in the
amounts and at the prices indicated below. Such purchases were effected on the
NYSE.
<TABLE>
<CAPTION>
AVERAGE PRICE
TRADE DATE PER SHARE NO. OF SHARES
- -------------------- ------------- -------------
<S> <C> <C>
October 4, 1995 $ 24.13 40,000
October 5, 1995 24.13 2,600
October 6, 1995 24.13 7,200
October 9, 1995 24.13 400
October 11, 1995 24.25 198,100
October 30, 1995 24.00 2,500
October 31, 1995 24.00 20,300
November 3, 1995 24.00 113,500
November 6, 1995 24.00 900
November 7, 1995 24.00 5,000
November 8, 1995 24.00 66,200
November 14, 1995 24.13 72,600
November 15, 1995 24.13 1,500
November 16, 1995 24.75 38,100
November 17, 1995 24.74 7,500
November 20, 1995 24.75 16,200
November 21, 1995 24.63 1,200
</TABLE>
S-1
<PAGE> 26
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
85 Broad Street, New York, New York 10004
Telephone: (212) 902-1000 (call collect)
Telephone: (800) 323-5678 (toll-free)
Any questions concerning the terms of the Offer may be
directed to the Dealer Managers.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street, New York, New York 10005
Telephone: (212) 269-5550 (call collect)
Telephone: (800) 848-3094 (toll-free)
Any questions concerning tender procedures or requests for additional
copies of this Offer to Purchase, the Letter of Transmittal or other tender
offer materials may be directed to the Information Agent.
The Depositary for the Offer is:
FIRST INTERSTATE BANK OF CALIFORNIA
<TABLE>
<S> <C>
By Mail: Facsimile Transmission:
First Interstate Bank of California (For Eligible Institutions Only)
c/o Chemical/Mellon Shareholder Services (201) 296-4293
P.O. Box 817 Confirm by Telephone:
Midtown Station (800) 522-6645
New York, New York 10018
By Overnight Delivery or By Hand:
First Interstate Bank of California or First Interstate Bank of California
15828 Ventura Blvd., Suite 670 120 Broadway, 13th Floor
Encino, California 91436-2946 New York, New York 10271
</TABLE>
Any questions concerning tender procedures may be directed to the
Depositary at (800) 522-6645.
November 29, 1995
<PAGE> 1
EXHIBIT 99.(a)(2)
THE TIMES MIRROR COMPANY
LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF CONVERSION PREFERRED STOCK, SERIES B
OF
THE TIMES MIRROR COMPANY
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED NOVEMBER 29, 1995
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 27, 1995, UNLESS THE OFFER IS
EXTENDED.
TO: FIRST INTERSTATE BANK OF CALIFORNIA, DEPOSITARY
<TABLE>
<S> <C> <C>
By Mail: By Hand or By Overnight Courier: By Facsimile:
First Interstate Bank of California First Interstate Bank of (201) 296-4293
c/o Chemical/Mellon Shareholder California (For Eligible Institutions Only)
Services 15828 Ventura Blvd., Suite 670
P.O. Box 817 Encino, CA 91436-2946 Confirm by Telephone:
Midtown Station or
New York, NY 10018 First Interstate Bank of (800) 522-6645
California
120 Broadway, 13th Floor
New York, NY 10271
</TABLE>
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
<TABLE>
- -----------------------------------------------------------------------------------------
<S> <C>
NAME(S) AND ADDRESS(ES) OF REGISTERED
HOLDER(S)
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) SHARES TENDERED
ON CERTIFICATE(S) (ATTACH ADDITIONAL LIST IF NECESSARY)
- -----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
TOTAL NUMBER
OF SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
TOTAL SHARES
- -----------------------------------------------------------------------------------------
</TABLE>
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented by
any certificates delivered to the Depositary are being tendered. See
Instruction 4.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used if certificates are to be forwarded
herewith or if delivery of Shares (as defined below) is to be made by book-entry
transfer to the Depositary's account at The Depository Trust Company ("DTC"),
Midwest Securities Trust Company ("MSTC") or Philadelphia Depository Trust
Company ("PDTC") (hereinafter collectively referred to as the "Book-Entry
Transfer Facilities") pursuant to the procedures set forth in Section 3 of the
Offer to Purchase (as defined below). This Letter of Transmittal may not be used
for Shares credited to accounts in the Savings Plan (as defined in the Offer to
Purchase). See Instruction 13.
Stockholders who cannot deliver their Shares and all other documents
required hereby to the Depositary by the Expiration Date (as defined in the
Offer to Purchase) must tender their Shares pursuant to the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2.
Delivery of documents to the Company or to a Book-Entry Transfer Facility does
not constitute a valid delivery.
<PAGE> 2
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
- --------------------------------------------------------------------------------
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution
--------------------------------------------
Check Applicable Box: / / DTC / / MSTC / / PDTC
Account No.
--------------------------------------------------------------
Transaction Code No.
-----------------------------------------------------
- --------------------------------------------------------------------------------
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Stockholder(s)
-------------------------------------
Date of Execution of Notice of Guaranteed Delivery
-----------------------
Name of Institution that Guaranteed Delivery
-----------------------------
If delivery is by book-entry transfer:
Name of Tendering Institution
--------------------------------------------
Check Applicable Box: / / DTC / / MSTC / / PDTC
Account No.
--------------------------------------------------------------
Transaction Code No.
-----------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to The Times Mirror Company, a Delaware
corporation (the "Company"), the above-described shares of its Conversion
Preferred Stock, Series B, par value $1.00 per share (the "Shares"), at a price
per Share hereinafter set forth, pursuant to the Company's offer to purchase up
to 3,250,000 Shares, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated November 29, 1995 (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which together constitute the "Offer").
Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to all the Shares that are being tendered hereby (and
any and all other Shares or other securities issued or issuable in respect
thereof on or after November 29, 1995 (collectively, "Distributions")) or orders
the registration of such Shares tendered by book-entry transfer that are
purchased pursuant to the Offer to or upon the order of the Company and
irrevocably constitutes and appoints the Depositary the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Shares and all
Distributions, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (a) deliver
certificates for such Shares and all Distributions, or transfer ownership of
such Shares and all Distributions on the account books maintained by any of the
Book-Entry Transfer Facilities, together, in any such case, with all
accompanying evidences of transfer and authenticity, to or upon the order of the
Company upon receipt by the Depositary, as the undersigned's agent, of the
Purchase Price (as defined below) with respect to such Shares, (b) present
certificates for such Shares and all Distributions for cancellation and transfer
on the books of the Company and (c) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Shares and all Distributions, all in
accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby and all Distributions and that, when and to the extent the same are
accepted for payment by the Company, the Company will acquire good, marketable
and unencumbered title thereto, free and clear of all liens, restrictions,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not be subject to
any adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or the Company to be necessary or
desirable to complete the sale, assignment and transfer of the Shares tendered
hereby and all Distributions.
The undersigned hereby represents and warrants that the undersigned has read
and agrees to all of the terms of the Offer. All authority herein conferred or
agreed to be conferred shall not be affected by, and shall survive the death or
incapacity of the undersigned, and any obligation of the undersigned hereunder
shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
<PAGE> 3
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 2 or 3 of the Offer to Purchase and in the
Instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer, including the undersigned's representation and
warranty that (i) the undersigned has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (ii) the tender of such Shares complies
with Rule 14e-4. The Company's acceptance for payment of Shares tendered
pursuant to the Offer will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of the
Offer.
The undersigned understands that the Company will determine a single per
Share price (not greater than $26.50 nor less than $25.00 per Share) net to the
seller in cash, without interest thereon, (the "Purchase Price") that it will
pay for Shares validly tendered and not withdrawn pursuant to the Offer taking
into account the number of Shares so tendered and the prices specified by
tendering stockholders. The undersigned understands that the Company will select
the lowest Purchase Price that will enable it to purchase 3,250,000 Shares (or
such lesser number of Shares as are validly tendered and not withdrawn at prices
not greater than $26.50 nor less than $25.00 per Share) pursuant to the Offer.
The undersigned understands that all Shares properly tendered and not withdrawn
at prices at or below the Purchase Price will be purchased at the Purchase
Price, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions of the Offer, including its proration and conditional
tender provisions, and that the Company will return all other Shares, including
Shares tendered and not withdrawn at prices greater than the Purchase Price,
Shares not purchased because of proration and Shares that were conditionally
tendered and not accepted. The undersigned understands that tenders of Shares
pursuant to any one of the procedures described in Section 2 or 3 of the Offer
to Purchase and in the instructions hereto will constitute an agreement between
the undersigned and the Company upon the terms and subject to the conditions of
the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may not be required to purchase any of the Shares tendered hereby or may accept
for payment fewer than all of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of any Shares purchased, and/or return
any Shares not tendered or not purchased, in the name(s) of the undersigned
(and, in the case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility designated above). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the check
for the purchase price of any Shares purchased and/or any certificates for
Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the purchase
price of any Shares purchased and/or return any Shares not tendered or not
purchased in the name(s) of, and mail said check and/or any certificates to, the
person(s) so indicated. The undersigned recognizes that the Company has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
Shares from the name of the registered holder(s) thereof if the Company does not
accept for payment any of the Shares so tendered.
- --------------------------------------------------------------------------------
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
(SEE INSTRUCTION 5)
- --------------------------------------------------------------------------------
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX
IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS BELOW),
THERE IS NO VALID TENDER OF SHARES.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
/ / $25.000 / / $25.125 / / $25.250 / / $25.375 / / $25.500 / / $25.625 / / $25.750
/ / $25.875 / / $26.000 / / $26.125 / / $26.250 / / $26.375 / / $26.500
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ODD LOTS
(SEE INSTRUCTION 9)
- --------------------------------------------------------------------------------
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person owning beneficially, as of the close of business on November
28, 1995, and who continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares excluding Shares held in the Savings Plan (as
such term is defined in the Offer to Purchase).
The undersigned either (check one box):
/ / was the beneficial owner as of the close of business on November 28,
1995, and continues to be the beneficial owner as of the Expiration
Date, of an aggregate of fewer than 100 Shares (excluding Shares held
in the Savings Plan), all of which are being tendered, or
/ / is a broker, dealer, commercial bank, trust company or other nominee
that (i) is tendering, for the beneficial owners thereof, Shares with
respect to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially as of the close of business on
November 28, 1995, and continues to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares (excluding
Shares held in the Savings Plan), and is tendering all of such Shares.
If you do not wish to specify a purchase price, check the following box, in
which case you will be deemed to have tendered at the Purchase Price determined
by the Company in accordance with the terms of the Offer (persons checking this
box need not indicate the price per Share in the box entitled "Price (In
Dollars) Per Share At Which Shares Are Being Tendered" in this Letter of
Transmittal). / /
- --------------------------------------------------------------------------------
<PAGE> 4
<TABLE>
==================================================== ==================================================
<S> <C>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 6, 7 AND 8) (SEE INSTRUCTIONS 6, 7 AND 8)
To be completed ONLY if the check for the purchase To be completed ONLY if the check for the purchase
price of Shares purchased and/or certificates for price of Shares purchased and/or certificates for
Shares not tendered or not purchased are to be Shares not tendered or not purchased are to be
issued in the name of someone other than the mailed to someone other than the undersigned or to
undersigned. the undersigned at an address other than that shown
below the undersigned's signature(s).
Issue / / check
and/or / / certificate(s) to: Mail / / check
and/or / / certificate(s) to:
Name Name
-------------------------------------------- ---------------------------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address Address
----------------------------------------- ------------------------------------------
----------------------------------------- ------------------------------------------
----------------------------------------- ------------------------------------------
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
- ----------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
==================================================== ==================================================
</TABLE>
- --------------------------------------------------------------------------------
CONDITIONAL TENDER
A tendering stockholder may condition his or her tender of Shares upon the
purchase by the Company of a specified minimum number of the Shares tendered
hereby, all as described in the Offer to Purchase, particularly in Section 6
thereof. Unless at least such minimum number of Shares is purchased by the
Company pursuant to the terms of the Offer, none of the Shares tendered hereby
will be purchased. It is the tendering stockholder's responsibility to calculate
such minimum number of Shares, and each stockholder is urged to consult his or
her own tax advisor. Unless this box has been completed and a minimum specified,
the tender will be deemed unconditional.
Minimum number of Shares that must be purchased, if any are purchased:
------------ Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 INCLUDED IN THIS LETTER OF TRANSMITTAL)
- --------------------------------------------------------------------------------
Signature(s) of Owner(s)
- --------------------------------------------------------------------------------
Dated , 1995
-----------------------
Name(s)
------------------------------------------------------------------------
(Please Print)
- --------------------------------------------------------------------------------
Capacity (full title)
----------------------------------------------------------
Address
------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone No.
----------------------------------------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, please set forth full title and see Instruction 6.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
Name of Firm
-------------------------------------------------------------------
Authorized Signature
-----------------------------------------------------------
Dated , 1995
-----------------------
- --------------------------------------------------------------------------------
<PAGE> 5
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm that is a
member of a registered national securities exchange or the National Association
of Securities Dealers, Inc., or by a commercial bank or trust company having an
office or correspondent in the United States which is a participant in an
approved Signature Guarantee Medallion Program (an "Eligible Institution").
Signatures on this Letter of Transmittal need not be guaranteed (a) if this
Letter of Transmittal is signed by the registered holder(s) of the Shares (which
term, for purposes of this document, shall include any participant in one of the
Book-Entry Transfer Facilities whose name appears on a security position listing
as the owner of Shares) tendered herewith and such holder(s) have not completed
the box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal or (b) if such Shares are
tendered for the account of an Eligible Institution. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be used either if certificates are
to be forwarded herewith or if delivery of Shares is to be made by book-entry
transfer pursuant to the procedures set forth in Section 3 of the Offer to
Purchase. Certificates for all physically delivered Shares, or a confirmation of
a book-entry transfer into the Depositary's account at one of the Book-Entry
Transfer Facilities of all Shares delivered electronically, as well as a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other documents required by this Letter of Transmittal, must be
received by the Depositary at one of its addresses set forth on the front page
of this Letter of Transmittal on or prior to the Expiration Date (as defined in
the Offer to Purchase). Stockholders whose certificates are not immediately
available, who cannot deliver their Shares and all other required documents to
the Depositary or who cannot complete the procedure for delivery by book-entry
transfer prior to the Expiration Date may tender their Shares pursuant to the
guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Pursuant to such procedure: (a) such tender must be made by or through an
Eligible Institution, (b) a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form provided by the Company (with any
required signature guarantees) must be received by the Depositary on or prior to
the Expiration Date and (c) the certificates for all physically delivered
Shares, or a confirmation of a book-entry transfer into the Depositary's account
at one of the Book-Entry Transfer Facilities of all Shares delivered
electronically, in each case together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) and any other documents
required by this Letter of Transmittal must be received by the Depositary within
three New York Stock Exchange, Inc. trading days after the date of execution of
such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to
Purchase.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING
STOCKHOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
Except as specifically permitted by Section 6 of the Offer to Purchase, no
alternative or contingent tenders will be accepted. See Section 1 of the Offer
to Purchase. By executing this Letter of Transmittal (or facsimile thereof), the
tendering stockholder waives any right to receive any notice of the acceptance
for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares represented by any certificate
delivered to the Depositary are to be tendered, fill in the number of Shares
that are to be tendered in the box entitled "Number of Shares Tendered." In such
case, a new certificate for the remainder of the Shares represented by the old
certificate will be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the "Special Payment Instructions" or "Special
Delivery Instructions" boxes on this Letter of Transmittal, as promptly as
practicable following the expiration or termination of the Offer. All Shares
represented by certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares to
be validly tendered, the stockholder must check the box indicating the price per
Share at which he or she is tendering Shares under "Price (In Dollars) Per Share
at Which Shares Are Being Tendered" in this Letter of Transmittal, except that
any stockholder who owned beneficially as of the close of business on November
28, 1995, and continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares (excluding Shares held in the Savings Plan),
may check the box above in the section entitled "Odd Lots" indicating that such
stockholder is tendering all Shares at the Purchase Price determined by the
Company. Only one box may be checked. If more than one box is checked or if no
box is checked (except as provided in the Odd Lots box and this Instruction 5),
there is no valid tender of Shares. A stockholder wishing to tender portions of
his or her Share holdings at different prices must complete a separate Letter of
Transmittal for each price at which he or she wishes to tender each such portion
of his or her Shares. The same Shares cannot be tendered (unless previously
validly withdrawn as provided in Section 4 of the Offer to Purchase) at more
than one price.
6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
hereby, the signature(s) must correspond with the name(s) as written on the face
of the certificates without alteration, enlargement or any change whatsoever.
If any of the Shares hereby is held of record by two or more persons, all
such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the purchase price is to be made to, or Shares
not tendered or not purchased are to be registered in the name of, any person
other than the registered holder(s). Signatures on any such certificates or
stock powers must be guaranteed by an Eligible Institution. See Instruction 1.
<PAGE> 6
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates evidencing the
Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on the certificates for such Shares. Signature(s) on any
such certificates or stock powers must be guaranteed by an Eligible Institution.
See Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of the authority of such person so to act must be submitted.
7. STOCK TRANSFER TAXES. The Company will pay or cause to be paid any
stock transfer taxes with respect to the sale and transfer of any Shares to it
or its order pursuant to the Offer. If, however, payment of the purchase price
is to be made to, or Shares not tendered or not purchased are to be registered
in the name of, any person other than the registered holder(s), or if tendered
Shares are registered in the name of any person other than the person(s) signing
this Letter of Transmittal, the amount of any stock transfer taxes (whether
imposed on the registered holder(s), such other person or otherwise) payable on
account of the transfer to such person will be deducted from the purchase price
unless satisfactory evidence of the payment of such taxes, or exemption
therefrom, is submitted. See Section 5 of the Offer to Purchase. EXCEPT AS
PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY TO AFFIX TRANSFER TAX
STAMPS TO THE CERTIFICATES REPRESENTING SHARES TENDERED HEREBY.
8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the
purchase price of any Shares purchased is to be issued in the name of, and/or
any Shares not tendered or not purchased are to be returned to, a person other
than the person(s) signing this Letter of Transmittal or if the check and/or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal should be
completed. Stockholders tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account maintained by
such stockholder at the Book-Entry Transfer Facility from which such transfer
was made.
9. ODD LOTS. As described in the Offer to Purchase, if fewer than all
Shares validly tendered at or below the Purchase Price and not withdrawn on or
prior to the Expiration Date are to be purchased, the Shares purchased first
will consist of all Shares tendered by any stockholder who owned beneficially as
of the close of business on November 28, 1995, and continues to own beneficially
as of the Expiration Date, an aggregate of fewer than 100 Shares (excluding
Shares held in the Savings Plan) and who validly and unconditionally tendered
all such Shares at or below the Purchase Price (including by not designating a
purchase price as described above). Shares held in the Savings Plan will be
subject to any proration, even if such Shares are owned by a person who
beneficially owned fewer than 100 Shares held in the Savings Plan as of the
close of business on such date. Partial or conditional tenders of Shares will
not qualify for this preference. This preference will not be available unless
the box captioned "Odd Lots" in this Letter of Transmittal and the Notice of
Guaranteed Delivery, if any, is completed.
10. SUBSTITUTE FORM W-9 AND FORM W-8. The tendering stockholder is
required to provide the Depositary with either a correct Taxpayer Identification
Number ("TIN") on Substitute Form W-9, which is provided under "Important Tax
Information" below, or a properly completed Form W-8. Failure to provide the
information on either Substitute Form W-9 or Form W-8 may subject the tendering
stockholder to 31% federal income tax backup withholding on the payment of the
purchase price. The box in Part 2 of Substitute Form W-9 may be checked if the
tendering stockholder has not been issued a TIN and has applied for a number or
intends to apply for a number in the near future. If the box in Part 2 is
checked and the Depositary is not provided with a TIN by the time of payment,
the Depositary will withhold 31% on all payments of the purchase price
thereafter until a TIN is provided to the Depositary.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or
requests for assistance may be directed to the Information Agent or the Dealer
Managers at their respective telephone numbers and addresses listed below.
Requests for additional copies of the Offer to Purchase, this Letter of
Transmittal or other tender offer materials may be directed to the Information
Agent or the Dealer Managers and such copies will be furnished promptly at the
Company's expense. Stockholders may also contact their local broker, dealer,
commercial bank or trust company for assistance concerning the Offer.
12. IRREGULARITIES. All questions as to the Purchase Price, the form of
documents, and the validity, eligibility (including time of receipt) and
acceptance of any tender of Shares will be determined by the Company, in its
sole discretion, and its determination shall be final and binding. The Company
reserves the absolute right to reject any or all tenders of Shares that it
determines are not in proper form or the acceptance for payment of or payment
for Shares that may, in the opinion of the Company's counsel, be unlawful.
Except as otherwise provided in the Offer to Purchase, the Company also reserves
the absolute right to waive any of the conditions to the Offer or any defect or
irregularity in any tender of Shares and the Company's interpretation of the
terms and conditions of the Offer (including these instructions) shall be final
and binding. Unless waived, any defects or irregularities in connection with
tenders must be cured within such time as the Company shall determine. None of
the Company, the Dealer Managers, the Depositary, the Information Agent or any
other person shall be under any duty to give notice of any defect or
irregularity in tenders, nor shall any of them incur any liability for failure
to give any such notice. Tenders will not be deemed to have been made until all
defects and irregularities have been cured or waived.
13. SAVINGS PLAN. Participants in the Savings Plan may not use this Letter
of Transmittal to direct the tender of Shares credited to a participant's
account, but must use the separate election form sent to them by the Company.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF) TOGETHER
WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with such
stockholder's correct TIN on Substitute Form W-9 below. If such stockholder is
an individual, the TIN is his or her social security number. For businesses and
other entities, the number is the employer identification number. If the
Depositary is not provided with the correct TIN or properly completed Form W-8,
the stockholder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, payments that are made to such stockholder with respect to
Shares purchased pursuant to the Offer may be subject to backup withholding.
<PAGE> 7
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to these backup withholding
and reporting requirements. In order for a noncorporate foreign stockholder to
qualify as an exempt recipient, that stockholder must complete and sign a Form
W-8, Certificate of Foreign Status, attesting to that stockholder's exempt
status. The Form W-8 can be obtained from the Depositary. Exempt stockholders,
other than noncorporate foreign stockholders, should furnish their TIN, write
"Exempt" on the face of the Substitute Form W-9 below and sign, date and return
the Substitute Form W-9 to the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If federal income tax backup withholding applies, the Depositary is required
to withhold 31% of any payments made to the stockholder. Backup withholding is
not an additional tax. Rather, the federal income tax liability of persons
subject to backup withholding will be reduced by the amount of the tax withheld.
If withholding results in an overpayment of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a stockholder with
respect to Shares purchased pursuant to the Offer, the stockholder is required
to notify the Depositary of his or her correct TIN by completing the Substitute
Form W-9 included in this Letter of Transmittal certifying that the TIN provided
on Substitute Form W-9 is correct and that (1) the stockholder has not been
notified by the Internal Revenue Service that he or she is subject to federal
income tax backup withholding as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has notified the stockholder that
he or she is no longer subject to federal income tax backup withholding. Foreign
stockholders must submit a properly completed Form W-8 in order to avoid the
applicable backup withholding; provided, however, that backup withholding will
not apply to foreign stockholders subject to 30% (or lower treaty rate)
withholding on gross payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security
number or employer identification number of the registered owner of the Shares.
If the Shares are in more than one name or are not in the name of the actual
owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report.
<PAGE> 8
PAYER'S NAME: FIRST INTERSTATE BANK OF CALIFORNIA
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT TIN
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. -------------------------------
Social Security Number
or
Employer Identification Number
---------------------------------------------- PART 2: For Payees exempt from
NAME (Please Print) backup withholding, see the
Important Tax Information above
---------------------------------------------- and Guidelines for
Certification of Taxpayer
---------------------------------------------- Identification Number on
SUBSTITUTE ADDRESS Substitute Form W-9 enclosed
FORM W-9 herewith and complete as
instructed herein.
DEPARTMENT OF THE
TREASURY INTERNAL ----------------------------------------------
REVENUE SERVICE CITY STATE ZIP CODE Awaiting TIN / /
PAYOR'S REQUEST
FOR TAXPAYER
IDENTIFICATION ----------------------------------------------------------------------------------------
NUMBER (TIN) AND PART 3 -- CERTIFICATION-UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT (1) the number
CERTIFICATION shown on this form is my correct taxpayer identification number (or a TIN has not been
issued to me but I have mailed or delivered an application to receive a TIN or intend to
do so in the near future), (2) I am not subject to backup withholding either because I
have not been notified by the Internal Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to report all interest or dividends or the
IRS has notified me that I am no longer subject to backup withholding, and (3) all other
information provided on this form is true, correct and complete.
SIGNATURE DATE
-------------------------------------- ------------------------------
You must cross out item (2) above if you have been notified by the IRS that you are
currently subject to backup withholding because of underreporting interest or dividends
on your tax return.
----------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 2 OF THE SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all payments of the purchase price made to me thereafter will be withheld
until I provide a number.
Signature Date
----------------------------- ------------------------------
THE INFORMATION AGENT:
D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NEW YORK 10005
BANKS AND BROKERS CALL COLLECT:
(212) 269-5550
ALL OTHERS CALL TOLL FREE:
1-800-848-3094
THE DEALER MANAGERS:
GOLDMAN, SACHS & CO.
85 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 902-1000 (CALL COLLECT)
(800) 323-5678 (TOLL-FREE)
<PAGE> 9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE.
PURPOSE OF FORM. -- A person who is required to file an information return with
the IRS must obtain your correct TIN to report income paid to you, real estate
transactions, mortgage interest you paid, the acquisition or abandonment of
secured property, or contributions you made to an IRA. Use Form W-9 to furnish
your correct TIN to the requester (the person asking you to furnish your TIN)
and, when applicable, (1) to certify that the TIN you are furnishing is correct
(or that you are waiting for a number to be issued), (2) to certify that you are
not subject to backup withholding, and (3) to claim exemption from backup
withholding if you are an exempt payee. Furnishing your correct TIN and making
the appropriate certifications will prevent certain payments from being subject
to backup withholding.
NOTE: If a requester gives you a form other than a W-9 to request your TIN, you
must use the requester's form.
HOW TO OBTAIN A TIN. -- If you do not have a TIN, apply for one immediately. To
apply, get Form SS-5, Application for a Social Security Card (for individuals),
from your local office of the Social Security Administration, or Form SS-4,
Application for Employer Identification Number (for businesses and all other
entities), from your local IRS office.
To complete Form W-9 if you do not have a TIN, write "Applied for" in the
space for the TIN in Part I (or check box 2 of Substitute Form W-9), sign and
date the form, and give it to the requester. Generally, you must obtain a TIN
and furnish it to the requester by the time of payment. If the requester does
not receive your TIN by the time of payment, backup withholding, if applicable,
will begin and continue until you furnish your TIN to the requester.
NOTE: Writing "Applied for" (or checking box 2 of the Substitute Form W-9) on
the form means that you have already applied for a TIN OR that you intend to
apply for one in the near future.
As soon as you receive your TIN, complete another Form W-9, include your
TIN, sign and date the form, and give it to the requester.
WHAT IS BACKUP WITHHOLDING? -- Persons making certain payments to you after 1992
are required to withhold and pay to the IRS 31% of such payments under certain
conditions. This is called "backup withholding." Payments that could be subject
to backup withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee compensation, and certain payments
from fishing boat operators, but do not include real estate transactions.
If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on your tax
return, your payments will not be subject to backup withholding. Payments you
receive will be subject to backup withholding if:
(1) You do not furnish your TIN to the requester, or
(2) The IRS notifies the requester that you furnished an incorrect TIN, or
(3) You are notified by the IRS that you are subject to backup withholding
because you failed to report all your interest and dividends on your tax return
(for reportable interest and dividends only), or
(4) You do not certify to the requester that you are not subject to backup
withholding under 3 above (for reportable interest and dividend accounts opened
after 1983 only), or
(5) You do not certify your TIN. This applies only to reportable interest,
dividend, broker, or barter exchange accounts opened after 1983, or broker
accounts considered inactive in 1983.
Except as explained in 5 above, other reportable payments are subject to
backup withholding only if 1 or 2 above applies. Certain payees and payments are
exempt from backup withholding and information reporting. See Payees and
Payments Exempt From Backup Withholding, below, and Example Payees and Payments
under Specific Instructions, below, if you are an exempt payee.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING. -- The following is a list
of payees exempt from backup withholding and for which no information reporting
is required. For interest and dividends, all listed payees are exempt except
item (9). For broker transactions, payees listed in (1) through (13) and a
person registered under the Investment Advisers Act of 1940 who regularly acts
as a broker are exempt. Payments subject to reporting under sections 6041 and
6041A are generally exempt from backup withholding only if made to payees
described in items (1) through (7), except a corporation that provides medical
and health care services or bills and collects payments for such services is not
exempt from backup withholding or information reporting. Only payees described
in items (2) through (6) are exempt from backup withholding for barter exchange
transactions, patronage dividends, and payments by certain fishing boat
operators.
(1) A corporation.
(2) An organization exempt from tax under section 501(a), or an IRA, or a
custodial account under section 403(b)(7).
(3) The United States or any of its agencies or instrumentalities.
(4) A state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities.
(5) A foreign government or any of its political subdivisions, agencies, or
instrumentalities.
(6) An international organization or any of its agencies or
instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the United
States or a possession of the United States.
(9) A futures commission merchant registered with the Commodity Futures
Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the
Investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed in
the most recent publication of the American Society of Corporate Secretaries,
Inc., Nominee List.
(15) A trust exempt from tax under section 664 or described in section 4947.
Payments of dividend and patronage dividends generally not subject to backup
withholding include the following:
- - Payments to nonresident aliens subject to withholding under section 1441.
- - Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident partner.
- - Payments of patronage dividends not paid in money.
- - Payments made by certain foreign organizations.
Payments of interest generally not subject to backup withholding include the
following:
- - Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have not
provided your correct TIN to the payer.
- - Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- - Payments described in section 6049(b)(5) to nonresident aliens.
- - Payments on tax-free covenant bonds under section 1451.
- - Payments made by certain foreign organizations.
- - Mortgage interest paid by you.
Payments that are not subject to information reporting are also not subject
to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044,
6045, 6049, 6050A, and 6050N, and their regulations.
PENALTIES
FAILURE TO FURNISH TIN. -- If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such failure unless your
failure is due to reasonable cause and not to willful neglect.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you make
a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Wilfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
MISUSE OF TINS. -- If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.
SPECIFIC INSTRUCTIONS
NAME. -- If you are an individual, you must generally provide the name shown on
your social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change, please enter your first name, the last name shown on your
social security card, and your new last name.
If you are a sole proprietor, you must furnish your individual name and
either your SSN or EIN. You may also enter your business name or "doing business
as" name on the business name line. Enter your name(s) as shown on your social
security card and/or as it was used to apply for your EIN on Form SS-4.
SIGNING THE CERTIFICATION.
(1) INTEREST, DIVIDEND, AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984 AND
BROKER ACCOUNTS CONSIDERED ACTIVE DURING 1983. -- You are required to furnish
your correct TIN, but you are not required to sign the certification.
(2) INTEREST, DIVIDEND, BROKER, AND BARTER EXCHANGE ACCOUNTS OPENED AFTER 1983
AND BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983. -- You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out item 2 in the certification before signing the form.
(3) REAL ESTATE TRANSACTIONS. -- You must sign the certification. You may cross
out item 2 of the certification.
(4) OTHER PAYMENTS. -- You are required to furnish your correct TIN, but you are
not required to sign the certification unless you have been notified of an
incorrect TIN. Other payments include payments made in the
<PAGE> 10
course of the requester's trade or business for rents, royalties, goods (other
than bills for merchandise), medical and health care services, payments to a
nonemployee for services (including attorney and accounting fees), and payments
to certain fishing boat crew members.
(5) MORTGAGE INTEREST PAID BY YOU, ACQUISITION OR ABANDONMENT OF SECURED
PROPERTY, OR IRA CONTRIBUTIONS. -- You are required to furnish your correct TIN,
but you are not required to sign the certification.
(6) EXEMPT PAYEES AND PAYMENTS. -- If you are exempt from backup withholding,
you should complete this form to avoid possible erroneous backup withholding.
Enter your correct TIN in Part I, write "EXEMPT" in the block in Part II, and
sign and date the form. If you are a nonresident alien or foreign entity not
subject to backup withholding, give the requester a complete Form W-8,
Certificate of Foreign Status.
(7) TIN "APPLIED FOR." -- Follow the instructions under How To Obtain a TIN, on
page 1, and sign and date this form.
SIGNATURE. -- For a joint account, only the person whose TIN is shown in Part I
should sign.
PRIVACY ACT NOTICE. -- Section 6109 requires you to furnish your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, or contributions you made to an
IRA. The IRS uses the numbers for identification purposes and to help verify the
accuracy of your tax return. You must provide your TIN whether or not you are
required to file a tax return. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
TIN to a payer. Certain penalties may also apply.
WHAT NAME AND NUMBER TO GIVE THE REQUESTER
<TABLE>
<C> <S> <C>
- ---------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE NAME AND
SOCIAL SECURITY
NUMBER OF:
- ---------------------------------------------------------
1. Individual The individual
2. Two or more individuals The actual owner of
(joint account) the account or, if
combined funds, the
first individual on
the account1
3. Custodian account of a minor The minor2
(Uniform Gift to Minors Act)
4. a. The usual revocable The grantor-trustee1
savings trust (grantor is
also trustee)
b. The so-called trust The actual owner1
account that is not a
legal or valid trust
under state law
5. Sole proprietorship The owner3
- ---------------------------------------------------------
GIVE NAME AND
FOR THIS TYPE OF ACCOUNT: EMPLOYER
IDENTIFICATION
NUMBER OF:
- ---------------------------------------------------------
6. A valid trust, estate, or Legal entity4
pension trust
7. Corporate The corporation
8. Association, club, The organization
religious, charitable,
educational, or other
tax-exempt organization
9. Partnership The partnership
10. A broker or registered The broker or nominee
nominee
11. Account with the Department The public entity
of Agriculture in the name
of a public entity (such as
a state or local government,
school district or prison)
that receives agriculture
program payments
- ------------------------------------------------------------------
- ------------------------------------------------------------------
</TABLE>
1 List first and circle the name of the person whose number you furnish.
2 Circle the minor's name and furnish the minor's Social Security Number.
3 Show your individual name. You may also enter your business name. You may use
your Social Security Number or Employer Identification Number.
4 List first and circle the name of the legal trust, estate or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless the
legal entity itself is not designated in the account title.)
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 1
EXHIBIT 99.(a)(3)
THE TIMES MIRROR COMPANY
NOTICE OF GUARANTEED DELIVERY
OF SHARES OF CONVERSION PREFERRED STOCK, SERIES B
This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if certificates for the shares of Conversion
Preferred Stock, Series B, of The Times Mirror Company are not immediately
available, if the procedure for book-entry transfer cannot be completed on a
timely basis, or if time will not permit all other documents required by the
Letter of Transmittal to be delivered to the Depositary on or prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase defined
below). Such form may be delivered by hand or transmitted by mail, or (for
Eligible Institutions only) by facsimile transmission, to the Depositary. See
Section 3 of the Offer to Purchase. THE ELIGIBLE INSTITUTION, WHICH COMPLETES
THIS FORM, MUST COMMUNICATE THE GUARANTEE TO THE DEPOSITARY AND MUST DELIVER THE
LETTER OF TRANSMITTAL AND CERTIFICATES FOR SHARES TO THE DEPOSITARY WITHIN THE
TIME SHOWN HEREIN. FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO SUCH
ELIGIBLE INSTITUTION.
To: FIRST INTERSTATE BANK OF CALIFORNIA, Depositary
<TABLE>
<S> <C> <C>
By Mail: Facsimile Transmission: By Hand or By Overnight Courier:
First Interstate Bank of California (201) 296-4293 First Interstate Bank of
c/o Chemical/Mellon Shareholder (For Eligible California
Services Institutions Only) 15828 Ventura Blvd., Suite 670
P.O. Box 817 Encino, California 91436-2946
Midtown Station Confirm by Telephone: or
New York, NY 10018 First Interstate Bank of
(800) 522-6645 California
120 Broadway, 13th Floor
New York, NY 10271
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
<PAGE> 2
Ladies and Gentlemen:
The undersigned hereby tenders to The Times Mirror Company, a Delaware
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated November 29, 1995 (the "Offer to
Purchase"), and the related Letter of Transmittal (which together constitute the
"Offer"), receipt of which is hereby acknowledged, the number of shares of
Conversion Preferred Stock, Series B, par value $1.00 per share (the "Shares"),
of the Company listed below, pursuant to the guaranteed delivery procedure set
forth in Section 3 of the Offer to Purchase.
<TABLE>
<S> <C>
- -------------------------------------------- --------------------------------------------
Number of Shares Signature(s)
- -------------------------------------------- --------------------------------------------
Certificate Nos.: (if available) Name(s) (Please Print)
If shares will be tendered by book entry --------------------------------------------
transfer: Address
- -------------------------------------------- --------------------------------------------
Name of Tendering Institution Area Code and Telephone Number
Dated , 199
- -------------------------------------------- ----------------------------- ---
Account No. at (check one)
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
</TABLE>
<PAGE> 3
- --------------------------------------------------------------------------------
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
- --------------------------------------------------------------------------------
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED
(EXCEPT AS PROVIDED IN THE ODD LOTS BOX BELOW),
OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
/ / $25.000 / / $25.125 / / $25.250 / / $25.375 / / $25.500 / / $25.625 / / $25.750
/ / $25.875 / / $26.000 / / $26.125 / / $26.250 / / $26.375 / / $26.500
</TABLE>
- --------------------------------------------------------------------------------
----------------------------------- -------------------------------------
CONDITIONAL TENDER ODD LOTS
UNLESS THIS BOX HAS BEEN COMPLETED To be completed ONLY if Shares are
AND A MINIMUM SPECIFIED, THE TENDER being tendered by or on behalf of
WILL BE DEEMED UNCONDITIONAL (see persons owning beneficially, as of
Sections 6 and 13 of the Offer to the close of business on November
Purchase). 28, 1995, and who continues to own
beneficially as of the Expiration
Minimum number of Shares that must Date, an aggregate of fewer than
be purchased, if any are purchased: 100 Shares, excluding Shares held
in the Savings Plan (as defined in
Shares the Offer to Purchase).
--------
The undersigned either (check one):
/ / was the beneficial owner as of
the close of business on
November 28, 1995, and
continues to be the beneficial
owner as of the Expiration
Date, of an aggregate of fewer
than 100 Shares, excluding
Shares held in the Savings
Plan, all of which are
tendered, or
/ / is a broker, dealer, commercial
bank, trust company or other
nominee that (i) is tendering,
for the beneficial owners
thereof, Shares with respect to
which it is the record owner,
and (ii) believes, based upon
representations made to it by
each such beneficial owner,
that such beneficial owner
owned beneficially as of the
close of business on November
28, 1995, and continues to own
as of the Expiration Date, an
aggregate of fewer than 100
Shares, excluding Shares held
in the Savings Plan, and is
tendering all of such Shares.
If you do not wish to specify a
purchase price, check the following
box, in which case you will be
deemed to have tendered at the
Purchase Price determined by the
Company in accordance with the
terms of the Offer (persons
checking this box need not indicate
the price per Share in the box
entitled "Price (In Dollars) Per
Share at Which Shares Are Being
Tendered" above). / /
- --------------------------------------------------------------------------------
<PAGE> 4
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the United
States which is a participant in an approved Signature Guarantee Medallion
Program, guarantees (a) that the above-named person(s) has a net long position
in the Shares being tendered within the meaning of Rule 14e-4 promulgated under
the Securities Exchange Act of 1934, as amended, (b) that such tender of Shares
complies with Rule 14e-4 and (c) to deliver to the Depositary at one of its
addresses set forth above certificate(s) for the Shares tendered hereby, in
proper form for transfer, or a confirmation of the book-entry transfer of the
Shares tendered hereby into the Depositary's account at The Depository Trust
Company, Midwest Securities Trust Company or Philadelphia Depository Trust
Company, in each case together with a properly completed and duly executed
Letter(s) of Transmittal (or facsimile(s) thereof), with any required signature
guarantee(s) and any other required documents, all within three New York Stock
Exchange, Inc. trading days after the date hereof.
- ----------------------------------- -----------------------------------
Name of Firm Authorized Signature
- ----------------------------------- -----------------------------------
Address Name (Please Print)
- ----------------------------------- -----------------------------------
City, State, Zip Code Title
- -----------------------------------
Area Code and Telephone Number
Dated: , 1995
-----------------------
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH
THE LETTER OF TRANSMITTAL.
<PAGE> 1
EXHIBIT 99.(a)(4)
GOLDMAN, SACHS & CO.
85 BROAD STREET
NEW YORK, NEW YORK 10004
THE TIMES MIRROR COMPANY
OFFER TO PURCHASE FOR CASH
UP TO 3,250,000 SHARES OF ITS CONVERSION PREFERRED STOCK, SERIES B
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY,
DECEMBER 27, 1995, UNLESS THE OFFER IS EXTENDED.
November 29, 1995
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
In our capacity as Dealer Managers, we are enclosing the material listed
below relating to the offer of The Times Mirror Company, a Delaware corporation
(the "Company"), to purchase up to 3,250,000 shares of its Conversion Preferred
Stock, Series B, par value $1.00 per share (the "Shares"), at prices net to the
seller in cash, without interest thereon, not greater than $26.50 nor less than
$25.00 per Share, specified by tendering stockholders, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated November 29,
1995 (the "Offer to Purchase"), and in the related Letter of Transmittal (which
together constitute the "Offer"). The Company will determine a single per share
price (not greater than $26.50 nor less than $25.00 per Share) that it will pay
for Shares validly tendered pursuant to the Offer and not withdrawn (the
"Purchase Price"), taking into consideration the number of Shares so tendered
and the prices specified by tendering stockholders. The Company will select the
lowest Purchase Price that will enable it to purchase 3,250,000 Shares (or such
lesser number of Shares, as are validly tendered and not withdrawn at prices not
greater than $26.50 nor less than $25.00 per Share) pursuant to the Offer. The
Company will purchase all Shares validly tendered at prices at or below the
Purchase Price and not withdrawn on or prior to the Expiration Date (as defined
in Section 1 of the Offer to Purchase), upon the terms and subject to the
conditions of the Offer, including the provisions relating to proration and
conditional tenders described in the Offer to Purchase.
The Purchase Price will be paid in cash, net to the seller, without
interest thereon, with respect to all Shares purchased. Shares tendered at
prices in excess of the Purchase Price, Shares not purchased because of
proration and Shares that were conditionally tendered and not accepted will be
returned.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. The Offer is, however, subject to other conditions. See Section 7 of
the Offer to Purchase.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible. The Company will, upon request, reimburse you for
reasonable and customary handling and mailing expenses incurred by you in
forwarding any of the enclosed materials to your clients.
For your information and for forwarding to your clients, we are enclosing
the following documents:
1. The Offer to Purchase.
2. The Letter of Transmittal for your use and for the information of
your clients.
3. A letter to stockholders of the Company from the President and
Chief Executive Officer of the Company.
4. The Notice of Guaranteed Delivery to be used to accept the Offer if
the Shares and all other required documents cannot be delivered to the
Depositary by the Expiration Date.
5. A letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space for obtaining such clients' instructions with regard to the Offer.
<PAGE> 2
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9 providing information
relating to backup federal income tax withholding.
7. A return envelope addressed to First Interstate Bank of California,
the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 27, 1995, UNLESS THE OFFER IS
EXTENDED.
The Company will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer (other than
the Dealer Managers). The Company will, upon request, reimburse brokers,
dealers, commercial banks and trust companies for reasonable and customary
handling and mailing expenses incurred by them in forwarding materials relating
to the Offer to their customers. The Company will pay all stock transfer taxes
applicable to its purchase of Shares pursuant to the Offer, subject to
Instruction 7 of the Letter of Transmittal.
As described in the Offer to Purchase, if more than 3,250,000 Shares have
been validly tendered at or below the Purchase Price and not withdrawn on or
prior to the Expiration Date, the Company will purchase Shares in the following
order of priority: (a) first, all Shares, other than Shares held in the Savings
Plan (as such term is defined in the Offer to Purchase), validly tendered at or
below the Purchase Price and not withdrawn on or prior to the Expiration Date by
any stockholder who owned beneficially, as of the close of business on November
28, 1995, and continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares (other than Shares held in the Savings Plan)
and who validly tenders all of such Shares (partial and conditional tenders will
not qualify for this preference) and completes the box captioned "Odd Lots" on
the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery;
and (b) then, after purchase of all the foregoing Shares, subject to the
conditional tender provisions described in Section 6 of the Offer to Purchase,
all other Shares (including Shares held in the Savings Plan) validly tendered at
or below the Purchase Price and not withdrawn on or prior to the Expiration Date
on a pro rata basis, if necessary (with appropriate adjustments to avoid
purchases of fractional Shares).
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. STOCKHOLDERS MUST
MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER AND AT WHAT PRICE. THE COMPANY HAS BEEN ADVISED THAT NO
DIRECTOR OR EXECUTIVE OFFICER INTENDS TO TENDER SHARES PURSUANT TO THE OFFER.
Any questions or requests for assistance or additional copies of the
enclosed materials may be directed to the Information Agent or the Dealer
Managers at their respective addresses and telephone numbers set forth on the
back cover of the enclosed Offer to Purchase.
Very truly yours,
GOLDMAN, SACHS & CO.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF THE COMPANY, THE DEALER MANAGERS, THE INFORMATION AGENT OR THE
DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
<PAGE> 1
EXHIBIT 99.(a)(5)
THE TIMES MIRROR COMPANY
OFFER TO PURCHASE FOR CASH
UP TO 3,250,000 SHARES OF ITS CONVERSION PREFERRED STOCK, SERIES B
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY,
DECEMBER 27, 1995, UNLESS THE OFFER IS EXTENDED
November 29, 1995
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated November
29, 1995 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer") setting forth an offer by The Times Mirror
Company, a Delaware corporation (the "Company"), to purchase up to 3,250,000
shares of its Conversion Preferred Stock, Series B, par value $1.00 per share
(the "Shares"), at prices, net to the Seller in cash, without interest thereon,
not greater than $26.50 nor less than $25.00 per Share, specified by tendering
stockholders, upon the terms and subject to the conditions of the Offer. The
Company will determine a single per Share price (not greater than $26.50 nor
less than $25.00 per Share) that it will pay for the Shares validly tendered
pursuant to the Offer and not withdrawn (the "Purchase Price"), taking into
consideration the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will enable it to purchase 3,250,000 Shares (or such lesser number of Shares as
are validly tendered and not withdrawn at prices not greater than $26.50 nor
less than $25.00 per Share) pursuant to the Offer. The Company will purchase all
Shares validly tendered at prices at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date (as defined in Section 1 of the
Offer to Purchase), upon the terms and subject to the conditions of the Offer,
including the provisions thereof relating to proration and conditional tenders
described in the Offer to Purchase.
We are the holder of record of Shares held for your account. A tender of
such Shares can be made only by us as the holder of record and pursuant to your
instructions. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION
ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is invited to the following:
(1) You may tender Shares at prices, net to you in cash (in multiples
of $.125), without interest thereon, not greater than $26.50 nor less than
$25.00 per Share, as indicated in the attached instruction form.
(2) The Offer is for up to 3,250,000 Shares, constituting
approximately 29% of the total Shares outstanding as of November 27, 1995.
Although it has no present intention of so doing, the Company reserves the
right to purchase more than 3,250,000 Shares pursuant to the Offer. The
Offer is not conditioned upon any minimum number of Shares being tendered.
The Offer is, however, subject to certain other conditions set forth in the
Offer.
(3) The Offer, proration period and withdrawal rights will expire at
12:00 Midnight, New York City time, on Wednesday, December 27, 1995, unless
the Offer is extended. Your instructions to us should be forwarded to us in
ample time to permit us to submit a tender on your behalf. If you would
like to withdraw your Shares that we have tendered, you can withdraw them
so long as the Offer remains open or any time after the expiration of forty
business days from the commencement of the Offer if they have not been
accepted for payment.
(4) As described in the Offer to Purchase, if more than 3,250,000
Shares have been validly tendered at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date, the Company will purchase
Shares in the following order of priority:
(a) first, all Shares, other than Shares held in the Savings Plan
(as such term is defined in the Offer to Purchase) validly tendered at
or below the Purchase Price and not withdrawn on or prior to the
Expiration Date by any stockholder who owned beneficially as of the
close of business on November 28, 1995, and continues to own
beneficially as of the Expiration Date, an aggregate of fewer than 100
Shares
<PAGE> 2
(other than Shares held in the Savings Plan), and who validly tenders
all of such Shares (partial and conditional tenders will not qualify for
this preference) and completes the box captioned "Odd Lots" on the
Letter of Transmittal and, if applicable, the Notice of Guaranteed
Delivery; and (b) then, after purchase of all the foregoing Shares,
subject to the conditional tender provisions described in Section 6 of
the Offer to Purchase, all other Shares (including Shares held in the
Savings Plan) validly tendered at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date on a pro rata basis, if
necessary (with appropriate adjustments to avoid purchases of fractional
Shares). See Section 1 of the Offer to Purchase for a discussion of
proration.
(5) Tendering stockholders will not be obligated to pay any brokerage
commissions or solicitation fees on the Company's purchase of Shares in the
Offer. Any stock transfer taxes applicable to the sale of Shares to the
Company pursuant to the Offer will be paid by the Company, except as
otherwise provided in Instruction 7 of the Letter of Transmittal.
(6) If you wish to tender portions of your Shares at different prices
you must complete a separate Instruction Form for each price at which you
wish to tender each portion of your Shares. We must submit separate Letters
of Transmittal on your behalf for each price you will accept.
(7) If you owned beneficially as of the close of business on November
28, 1995, and continue to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares (excluding Shares held in the Savings
Plan), and you instruct us to tender at or below the Purchase Price on your
behalf all such Shares on or prior to the Expiration Date and check the box
captioned "Odd Lots" in the instruction form, all such Shares will be
accepted for purchase before proration, if any, of the purchase of other
tendered Shares.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. STOCKHOLDERS MUST
MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY
SHARES TO TENDER AND AT WHAT PRICE. THE COMPANY HAS BEEN ADVISED THAT NO
DIRECTOR OR EXECUTIVE OFFICER INTENDS TO TENDER SHARES PURSUANT TO THE OFFER.
If you wish to have us tender any or all of your Shares held by us for your
account upon the terms and subject to the conditions set forth in the Offer,
please so instruct us by completing, executing, detaching and returning to us
the instruction form on the detachable part hereof. An envelope to return your
instructions to us is enclosed. If you authorize tender of your Shares, all such
Shares will be tendered unless otherwise specified on the detachable part
hereof. Your instructions should be forwarded to us in ample time to permit us
to submit a tender on your behalf by the expiration of the Offer.
A tendering stockholder may condition the tender of Shares upon the
purchase by the Company of a specified minimum number of Shares tendered, all as
described in Section 6 of the Offer to Purchase. Unless such specified minimum
is purchased by the Company pursuant to the terms of the Offer to Purchase and
the related Letter of Transmittal, none of the Shares tendered by the
stockholder will be purchased. If you wish us to condition your tender upon the
purchase of a specified minimum number of Shares, please complete the box
entitled "Conditional Tender" on the instruction form. It is the tendering
stockholder's responsibility to calculate such minimum number of Shares, and you
are urged to consult your own tax advisor.
The Offer is being made to all holders of Shares. The Company is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to a valid state statute. If the Company becomes aware
of any valid state statute prohibiting the making of the Offer, the Company will
make a good faith effort to comply with such statute. If, after such good faith
effort, the Company cannot comply with such statute, the Offer will not be made
to, nor will tenders be accepted from or on behalf of, holders of Shares in such
state. In those jurisdictions whose securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer, the Offer shall be deemed
to be made on behalf of the Company by the Dealer Managers or one or more
registered brokers or dealers licensed under the laws of such jurisdictions.
<PAGE> 3
INSTRUCTIONS
WITH RESPECT TO OFFER TO PURCHASE FOR CASH
UP TO 3,250,000 SHARES OF CONVERSION PREFERRED STOCK, SERIES B
OF
THE TIMES MIRROR COMPANY
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated November 29, 1995, and the related Letter of
Transmittal (which together constitute the "Offer") in connection with the Offer
by The Times Mirror Company (the "Company") to purchase up to 3,250,000 shares
of its Conversion Preferred Stock, Series B, par value $1.00 per share (the
"Shares"), at prices, net to the undersigned in cash, without interest thereon,
not greater than $26.50 nor less than $25.00 per Share specified by the
undersigned, upon the terms and subject to the conditions of the Offer.
This will instruct you to tender to the Company the number of Shares
indicated below (or, if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, at the price per Share indicated
below, upon the terms and subject to the conditions of the Offer.
- --------------------------------------------------------------------------------
CONDITIONAL TENDER
By completing this box, the undersigned conditions the tender
authorized hereby on the following minimum number of Shares being
purchased if any are purchased:
SHARES
------------------
Unless this box is completed, the tender authorized hereby will be
made unconditionally.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
- --------------------------------------------------------------------------------
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR
IF NO BOX IS CHECKED (EXCEPT AS PROVIDED UNDER "ODD
LOTS" BELOW), THERE IS NO VALID TENDER OF SHARES.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
/ / $25.000 / / $25.125 / / $25.250 / / $25.375 / / $25.500 / / $25.625 / / $25.750
/ / $25.875 / / $26.000 / / $26.125 / / $26.250 / / $26.375 / / $26.500
</TABLE>
- --------------------------------------------------------------------------------
ODD LOTS
/ / By checking this box, the undersigned represents that the undersigned owned
beneficially as of the close of business on November 28, 1995, and
continues to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares (excluding Shares held in the Savings Plan) and is
tendering all of such Shares.
If you do not wish to specify a purchase price, check the following box in
which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer
(persons checking this box need not indicate the price per Share in the box
entitled "Price (In Dollars) Per Share At Which Shares Are Being Tendered"
above). / /
Number of Shares to be Tendered:
Shares*
-------------
- ---------------
* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
<PAGE> 4
SIGN HERE
--------------------------------------------
Dated: , 1995 Signature(s)
----------------
Name
--------------------------------------
Address
------------------------------------
------------------------------------
------------------------------------
Social Security or Taxpayer ID No.
<PAGE> 1
EXHIBIT 99.(A)(6)
[TIMES MIRROR LOGO]
November 29, 1995
Dear Stockholder:
The Times Mirror Company (the "Company") is offering to purchase up to
3,250,000 shares of its Conversion Preferred Stock, Series B (representing
approximately 29% of such shares currently outstanding), at prices, net to the
seller in cash, without interest thereon, not greater than $26.50 nor less than
$25.00 per share. The Company is conducting the Offer through a procedure
commonly referred to as a "Dutch Auction." This procedure allows you to select
the price within that price range at which you are willing to sell all or a
portion of your shares to the Company.
Based upon the number of shares tendered and the prices specified by the
tendering stockholders, the Company will determine the single per share price
within that price range that will allow it to buy 3,250,000 shares (or such
lesser number of shares that are properly tendered). All of the shares that are
properly tendered at prices at or below that purchase price (and are not
withdrawn) will, subject to possible proration, conditional tenders and
provisions relating to the tender of "odd lots," be purchased for cash at that
purchase price, net to the selling stockholder, without interest thereon. All
other shares that have been tendered and not purchased will be returned to the
stockholder. The tender offer is not conditioned on any minimum number of shares
being tendered.
If you do not wish to participate in the Offer, you do not need to take any
action.
The Offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal. If you want to tender your shares, the instructions on
how to tender shares are also explained in detail in the enclosed materials. I
encourage you to read carefully these materials before making any decision with
respect to the Offer. Neither the Company nor its Board of Directors makes any
recommendation to any stockholder whether to tender all or any shares.
Please note that the Offer is scheduled to expire at 12:00 midnight, New
York City time, on Wednesday, December 27, 1995, unless extended by the Company.
Questions regarding the Offer should be directed to D.F. King & Co., Inc., the
Information Agent, at (800) 848-3094 (toll-free), or to Goldman, Sachs & Co.,
the Dealer Managers, at (800) 323-5678 (toll-free).
Sincerely,
/s/ MARK H. WILLES
--------------------------------------
Mark H. Willes
President and Chief Executive Officer
<PAGE> 1
EXHIBIT 99.(a)(7)
For Immediate Release
Times Mirror To Commence Tender Offer For
Its Conversion Preferred Stock, Series B
LOS ANGELES, CALIFORNIA, November 28, 1995 -- Times Mirror announced today
that it will commence a Dutch Auction tender offer to purchase for cash up to
3,250,000 shares of its issued and outstanding Conversion Preferred Stock,
Series B, $1.00 par value (Series B Preferred Stock). The tender offer begins
tomorrow, Wednesday, November 29, and will expire, unless extended, at 12:00
midnight (Eastern time) on December 27, 1995.
Terms of the Dutch Auction tender offer, which are described more fully in
the Offer to Purchase and Letter of Transmittal pursuant to which the offer is
being made, include a purchase price not greater than $26.50 nor less than
$25.00 per share, net to the seller in cash, without interest thereon.
In a Dutch Auction, the Company sets a price range, and holders have an
opportunity to specify prices within that range at which they are willing to
sell shares. After the expiration of the tender offer, the Company will
determine a single per share price to be paid for each share purchased, taking
into consideration the number of shares tendered and the prices specified by
tendering shareholders. If the tender offer is oversubscribed, only shares
validly tendered at or below the purchase price determined by the company will
be eligible for proration. The Company reserves the right to purchase more than
3,250,000 shares pursuant to the tender offer, but does not currently plan to
do so. The tender offer is not conditioned on any minimum number of shares
being tendered.
The Offer to Purchase, Letter of Transmittal and related documents will be
mailed to shareholders of record of Series B Preferred Stock and will also be
made available for distribution to beneficial owners of Series B Preferred
Stock.
On November 28, 1995, the last full New York Stock Exchange trading day
prior to the commencement of the tender offer, the closing price the Series B
Preferred Stock was $24.625 per share. Series B Preferred Stock pays an annual
dividend of $1.374 per share. Initially, 16,561,178 shares of Series B
Preferred Stock were issued in an exchange offer completed in March 1995.
The pending tender offer is consistent with the Company's plans, announced
in the third quarter of 1995, to repurchase shares of both its common and
Series B Preferred Stock. As of November 27, 1995, the Company had repurchased
approximately 5,304,000 shares of Series B Preferred Stock and there were
11,257,177 shares outstanding. The Company is offering to purchase
approximately 29 percent of the outstanding Series B Preferred Stock.
<PAGE> 2
The dealer managers for the tender offer are Goldman, Sachs & Co. and the
information agent is D.F. King & Co., Inc. Shareholders may obtain further
information by calling D.F. King & Co. at (800) 848-3094.
Times Mirror (TMC--New York and Pacific stock exchanges), a Los
Angeles-based information company, publishes the Los Angeles Times, Newsday,
The Baltimore Sun, The Hartford Courant, The Morning Call, The (Stamford)
Advocate and Greenwich Time. The Company also publishes professional
information through its companies Matthew Bender, Jeppesen Sanderson,
Mosby-Year Book, and publishes other educational products and information for
professional markets and national and trade magazines.
###
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Press Information: Investor Information:
Martha H. Goldstein Jean M. Jarvis
(213) 237-3727 (213) 237-3935
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<PAGE> 1
EXHIBIT 99.(a)(8)
[LOGO] Times Mirror Times Mirror
Savings Plus Plan
- -------------------------------------------------------------------------------
To: Participants holding The Times Mirror Company Conversion Preferred
Stock, Series B in the Times Mirror Savings Plus Plan
Re: The Times Mirror Company's Offer to Purchase for Cash Up to 3,250,000
Shares of its Conversion Preferred Stock, Series B
Date: November 29, 1995
This memorandum is being sent to you because you are a participant in the Times
Mirror Savings Plus Plan (the "Plan"), and the records of the Plan indicate
that you hold shares of Conversion Preferred Stock, Series B (the "Shares") of
The Times Mirror Company (the "Company") in the Series B Preferred Stock Fund
of the Plan. Other materials included with this memorandum are:
1) Letter from Mark Willes to Times Mirror stockholders
2) Offer to Purchase
3) Letter of Transmittal
4) Election Form
5) Return envelope for Election Form
THE COMPANY IS OFFERING TO PURCHASE SHARES OF ITS CONVERSION PREFERRED STOCK,
SERIES B
The Company currently is inviting its stockholders to tender their Shares for
sale directly to the Company. Stockholders are being invited to tender their
Shares at prices not greater than $26.50 per Share nor less than $25.00 per
Share. The details of the invitation are described in the Company's Offer to
Purchase dated November 29, 1995 (the "Offer to Purchase") and the related
Letter of Transmittal (which together constitute the "Offer"). Copies of the
Offer to Purchase and of the Letter of Transmittal, and related materials,
which are being sent to the Company's stockholders, are enclosed for your
review. IT IS IMPORTANT THAT YOU READ THE OFFER TO PURCHASE FOR A COMPLETE
DESCRIPTION OF THE TERMS AND CONDITIONS OF THE OFFER.
Because the Company intends to purchase only a limited number of Shares, a
tender of Shares within the specified price range does not guarantee that the
Company will accept every such tender. Further, the Plan's trustee has the
right to override your decision to tender Shares if, for example, the market
price of Shares exceeds the tender price as of the expiration date of the
Offer. The Company will select the
<PAGE> 2
lowest price within the range that will enable it to purchase the target number
of Shares pursuant to the Offer (the "Purchase Price"); provided, however, all
stockholders will receive the same Purchase Price for Shares accepted by the
Company. (For example, if stockholders offer to sell 3,250,000 Shares at
prices ranging from $25.00 to $25.50, all stockholders who offer to sell their
Shares will receive $25.50. In the same example, any stockholder who tenders
Shares at a price above $25.50 will not have his/her Shares purchased by the
Company.) If more Shares are tendered at the Purchase Price than the Company
intends to buy, the Shares will be purchased on a prorata basis for the
Purchase Price. Additionally, the Company may buy less than 3,250,000 Shares.
PLEASE NOTE THAT THE ENCLOSED LETTER OF TRANSMITTAL IS BEING FURNISHED TO YOU
FOR YOUR INFORMATION ONLY. The Letter of Transmittal CANNOT be used to tender
Shares held in your Plan account. Only the Election Form may be used to tender
Shares in your Plan account. Please note that the special rules applicable to
holders of fewer than 100 Shares as described in Section 2 of the Offer to
Purchase, called "odd lot holdings", are not applicable to individual Plan
participants. Consequently, if the Company prorates its purchases (see Section
1 of the Offer to Purchase), proration will apply to any Shares tendered from
the Plan, even if you hold less than 100 Shares in your Plan account.
YOUR DECISION WHETHER TO TENDER
As a participant in the Plan, you may direct the Plan's Trustee (The Northern
Trust Company) to tender Shares allocated to your Plan account pursuant to the
Offer. THE ENCLOSED OFFER TO PURCHASE PROVIDES A DETAILED DESCRIPTION OF THE
TERMS AND CONDITIONS OF THE OFFER. YOU SHOULD READ THIS MATERIAL CAREFULLY
BEFORE DECIDING WHETHER TO TENDER ANY OF YOUR SHARES HELD IN THE PLAN. THIS IS
AN IMPORTANT INVESTMENT DECISION FOR WHICH YOU ARE RESPONSIBLE. HOWEVER, THE
PROCEEDS FROM ANY SALE OF SHARES FROM YOUR PLAN ACCOUNT WILL NOT BE DISTRIBUTED
TO YOU. INSTEAD, ANY PROCEEDS WILL CONTINUE TO BE HELD IN YOUR PLAN ACCOUNT,
AND WILL BE REINVESTED IN THE AVAILABLE PLAN INVESTMENT ALTERNATIVES. (See
"Reinvestment of Sale Proceeds" below.)
IF YOU DO NOT WISH TO TENDER YOUR SHARES, YOU DO NOT NEED TO TAKE ANY ACTION.
YOU MAY DISREGARD THE ENCLOSED ELECTION FORM.
HOW TO TENDER SHARES
If you wish to direct the Trustee to tender your Shares, you must complete and
return the enclosed Election Form in accordance with the instructions specified
on the Election Form. If you do not wish to tender your Shares, you do not
need to complete the Election Form, and you should not return the Election
Form. If you do not return a validly executed Election Form, the Trustee will
NOT tender your Shares.
<PAGE> 3
Before deciding whether or not to tender your Shares, please carefully read the
enclosed materials. If you decide to tender some or all of your Shares, please
be aware that YOUR ELECTION TO TENDER WILL BE EFFECTIVE ONLY IF YOUR PROPERLY
COMPLETED ELECTION FORM, WITH ORIGINAL SIGNATURE, IS RECEIVED BY THE WYATT
COMPANY, THE PLAN'S RECORDKEEPER, AT 15303 VENTURA BLVD., SUITE 700, SHERMAN
OAKS, CA 91403-3197, BY NO LATER THAN 5:00 P.M. P.S.T. ON MONDAY, DECEMBER 18,
1995. Election Forms that are received after this deadline will not be
accepted. Please remember that mail delivery during this time of year may be
somewhat delayed. FAXED COPIES OF ELECTION FORMS WILL NOT BE ACCEPTED.
Election Forms which are not properly completed will not be accepted. Examples
of improperly completed Election Forms include Forms which are not signed, and
Forms which contain incorrect, missing, or incomplete information. YOUR
DECISION TO TENDER (OR NOT TO TENDER) AND REINVESTMENT ELECTION WILL REMAIN
CONFIDENTIAL.
REINVESTMENT OF SALE PROCEEDS
If you choose to tender any of your Shares, and the Shares actually are
purchased by the Company, the proceeds from the sale of Shares will NOT be
distributed to you. As required by the Internal Revenue Code and the Plan, the
sale proceeds will continue to be held under the Plan. All sale proceeds will
continue to be subject to all Plan rules. The sale proceeds will be reinvested
in the available Plan investment alternatives, according to your election.
If Shares held in your Plan account are tendered and sold, the proceeds will be
reinvested by reallocating your existing account balances, including the
proceeds, according to the instructions you enter in Part 3 of the enclosed
Election Form. You may indicate, in 10% increments, how you would like your
total account balances to be invested. Please note that this reallocation does
not affect any shares of Cox Communications and/or any remaining shares of
Series B Preferred Stock that may be held in your Plan accounts. Please
contact your human resources department for more information on the available
investment alternatives.
If Shares held in your Plan account are tendered and sold, and if your election
for reallocation of existing balances results in purchases or sales of Times
Mirror common stock from the Company Stock Fund, PLEASE BE AWARE THAT IT IS NOT
POSSIBLE TO IDENTIFY IN ADVANCE THE SHARE PRICE THAT will apply to TIMES MIRROR
common stock, because reallocations are computed based on average monthly
trading activity, rather than on the stock price as of any particular day.
IF YOU MAKE ANOTHER PLAN TRANSACTION
If you elect to tender Shares, certain Plan transactions for the processing
months of November and December 1995 will not be possible. For example, if you
elected a distribution or a withdrawal (including a hardship withdrawal) from
the Plan to be
<PAGE> 4
paid with the November 1995 payouts (scheduled to be paid in January 1996),
your payout cannot be made until the December 1995 payouts (scheduled to be
paid in February 1996) if you elect to tender Shares. If you completed a form
requesting reallocation of your existing balances as of December 1, 1995, that
reallocation can not be processed if it included a request to liquidate any
Shares held in your Plan account. These restrictions are necessary in order
for the Plan Administrator to coordinate and complete the tender offer process.
WITHDRAWING YOUR DECISION TO TENDER
As more fully described in Section 4 of the Offer to Purchase, tenders will be
deemed irrevocable unless withdrawn in accordance with the following
procedures. If you send in an Election Form to tender Shares, and you decide
to withdraw your election, you may do so by sending a notice of withdrawal to
The Wyatt Company, the Plan's recordkeeper. The notice of withdrawal will be
effective only if it is in writing and is received in the original by The Wyatt
Company on or before 5:00 p.m. P.S.T. on December 18, 1995 at the following
address: The Wyatt Company, 15303 Ventura Blvd., Suite 700, Sherman Oaks, CA
91403-3197. FAXES WILL NOT BE ACCEPTED. Any notice of withdrawal must specify
your name, your social security number, the name of your company, the name of
the Plan, the percentage(s) of Shares tendered in your original Election Form,
and the percentage(s) of Shares held in your Plan account to be withdrawn.
Upon receipt of a timely written notice of withdrawal, previous instructions to
tender with respect to such Shares will be deemed canceled and the Trustee will
not tender such Shares. If you later wish to re-tender Shares, you may call
the Plan Administrator at 213-237-2993 to obtain a new Election Form. Any new
Election Form must be submitted to The Wyatt Company on or before 5:00 p.m.
P.S.T. on December 18, 1995 in accordance with the instructions provided above
("How to Tender Shares") and on the Election Form.
IF YOU HAVE QUESTIONS
If you have any questions about the Offer or any of the other matters discussed
above, please call the Information Agent for this transaction, D.F. King & Co.,
Inc., at 800-848-3094.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO
WHETHER TO TENDER ALL OR ANY SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
<PAGE> 5
TIMES MIRROR SAVINGS PLUS PLAN
ELECTION FORM TO TENDER SHARES OF
THE TIMES MIRROR COMPANY CONVERSION PREFERRED STOCK, SERIES B
Important information about this Election Form:
(1) Before completing this Form, please read all of the enclosed documents
carefully.
(2) You do not need to complete this Form if you do not wish to tender any
shares.
(3) In order for your tender to be accepted, you must properly complete
Parts 1, 2, 3, and 4 of this Election Form and the properly completed Form,
with original signature, must be received by The Wyatt Company, the Plan's
recordkeeper, at 15303 Ventura Blvd., Suite 700, Sherman Oaks, CA 91403-3197
by 5:00 p.m. P.S.T. on Monday, December 18, 1995. An envelope addressed to The
Wyatt Company is enclosed. NO FAX COPIES OF ELECTION FORMS WILL BE ACCEPTED.
In accordance with the materials that were enclosed with this Election Form,
including the memorandum to participants holding The Times Mirror Company
Conversion Preferred Stock, Series B in the Times Mirror Savings Plus Plan (the
"Plan") dated November 29, 1995, and The Times Mirror Company's (the "Company")
Offer to Purchase dated November 29, 1995, I hereby instruct The Northern Trust
Company, the Trustee of the Plan (the "Trustee"), to tender shares of the
Company's Conversion Preferred Stock, Series B, par value $1.00 per share (the
"Shares"), held in my Plan account prior to the expiration of such Offer to
Purchase, as follows:
PART 1: ELECTION TO TENDER SHARES
(Elections to tender Shares must be expressed in whole percentages, in
multiples of 10%.)
I ELECT TO TENDER ______% OF THE CONVERSION PREFERRED STOCK, SERIES B IN MY
PLAN ACCOUNT AT THE PRICE INDICATED BELOW IN "PART 2: PRICE AT WHICH TO TENDER
SHARES".
PART 2: PRICE AT WHICH TO TENDER SHARES
(If you tendered Shares in Part 1 above, please check the box indicating the
price at which you wish to tender the Shares. Only one box may be checked. If
more than one box is checked, or if no box is checked, there is no valid tender
of Shares. If you have questions about selecting a price, see the memorandum
to participants holding The Times Mirror Company Conversion Preferred Stock,
Series B in the Times Mirror Savings Plus Plan, and Section 1 of the enclosed
Offer to Purchase.)
I WISH MY SHARES TENDERED AT THE PRICE INDICATED BELOW:
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[_] $25.000 [_] $25.125 [_] $25.250 [_] $25.375 [_] $25.500 [_] $25.625 [_] $25.750 [_] $25.875
[_] $26.000 [_] $26.125 [_] $26.250 [_] $26.375 [_] $26.500
</TABLE>
PART 3: REALLOCATION OF EXISTING BALANCES FOLLOWING TENDER
(Please indicate below the percentage of your existing balances that you would
like invested in each of the investment funds, following the receipt of
proceeds (if any) received as a result of your tender of Shares. This
reallocation will NOT affect any shares of Cox Communications and/or any
remaining shares of Series B Preferred Stock that may be held in your Plan
accounts. Your elections must be in multiples of 10%, and they must add to
100%. If your election does not meet these requirements, your Election Form
will not be accepted. Please contact your human resources department for
additional information on the available investment funds.)
<PAGE> 6
FOLLOWING THE SALE OF ANY OF MY SHARES PURSUANT TO MY ELECTION TO TENDER
SHARES, I REQUEST THAT MY EXISTING BALANCES, INCLUDING PROCEEDS FROM THE
TENDER, BE REALLOCATED AS SHOWN BELOW. THIS REALLOCATION WILL NOT AFFECT ANY
SHARES OF COX COMMUNICATIONS AND/OR ANY REMAINING SHARES OF SERIES B PREFERRED
STOCK IN MY PLAN ACCOUNTS.
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Income Fund _____%
Balanced Fund _____%
Equity Fund _____%
Global Fund _____%
Company Stock Fund _____%
TOTAL 100%
</TABLE>
(Add up all of the percentages in this section. THEY MUST TOTAL 100%.)
PART 4: SIGNATURE AND ACKNOWLEDGMENT
My signature below indicates that I have received and read the memorandum to
participants holding The Times Mirror Company Conversion Preferred Stock,
Series B in the Times Mirror Savings Plus Plan dated November 29, 1995, and the
Offer to Purchase dated November 29, 1995. I understand and agree to all of
the terms and conditions described in the enclosed materials.
____________________________________
Signature
____________________________________
Please print name
____________-___________-___________
Social Security Number
____________________________________
Name of Times Mirror company
____________________________________
Work telephone number
____________________________________
Home telephone number
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO
WHETHER TO TENDER ALL OR ANY SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
