<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 1995
REGISTRATION NO. 33-62165
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
THE TIMES MIRROR COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 95-4481525
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES OF REGISTRANT)
REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (213) 237-3700
------------------------
MARK H. WILLES
PRESIDENT AND CHIEF EXECUTIVE OFFICER
THE TIMES MIRROR COMPANY
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
(213) 237-3700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE OF PROCESS)
COPY TO:
PETER F. ZIEGLER, ESQ.
GIBSON, DUNN & CRUTCHER
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
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Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement from the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH
SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED SEPTEMBER 27, 1995
P R O S P E C T U S
THE TIMES MIRROR COMPANY
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
------------------------
The Times Mirror Company, a Delaware corporation (the "Company" or "Times
Mirror"), may offer and sell, from time to time, up to an initial aggregate
offering price of $200 million, its: (i) debt securities ("Debt Securities")
in one or more series, consisting of debentures, notes or other evidences of
indebtedness and having such prices and terms as are determined at the time of
sale; (ii) shares of Preferred Stock, par value $1.00 per share ("Preferred
Stock"), which may be issued in one or more series; (iii) shares of Series A
Common Stock, par value $1.00 per share ("Series A Common Stock"), and shares
of Series B Common Stock, par value $1.00 per share ("Series B Common Stock"
and collectively with Series A Common Stock, the "Common Stock"), which may be
issued in one or both series; (iv) Warrants ("Warrants") to purchase Debt
Securities, Preferred Stock or Common Stock; (v) stock purchase contracts
("Stock Purchase Contracts") to purchase Preferred Stock or Common Stock; and
(vi) stock purchase contracts ("Stock Purchase Contracts"), which together with
Debt Securities or debt obligations of third parties, including United States
Treasury securities, securing the holder's obligation to purchase the Preferred
Stock or Common Stock under the Stock Purchase Contract constitute stock
purchase units ("Stock Purchase Units"). The Debt Securities, Preferred Stock,
Common Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units are
collectively referred to herein as "Securities." The Securities may be issued
as units and in any combination.
Specific terms of the Securities ("Offered Securities") in respect of which
this Prospectus is being delivered will be set forth in an accompanying
Prospectus Supplement ("Prospectus Supplement"), together with the terms of the
offering of the Offered Securities and the initial price and net proceeds to the
Company from the sale thereof. The Prospectus Supplement will set forth with
regard to the particular Offered Securities, without limitation, the following:
(i) in the case of Debt Securities, the specific designation, aggregate
principal amount, ranking as senior or subordinated debt, authorized
denomination, maturity, rate or rates of interest (or method of calculation
thereof) and dates for payment thereof, any exchangeability, conversion,
redemption, prepayment or sinking fund provisions, the currency or currencies or
currency unit or currency units in which principal, premium, if any, or
interest, if any, is payable, and any listing on a national securities exchange;
(ii) in the case of Preferred Stock, the designation, number of shares,
liquidation preference per share, initial public offering price, dividend rate
(or method of calculation thereof), dates on which dividends shall be payable
and dates from which dividends shall accrue, any redemption or sinking fund
provisions, any voting rights, any conversion or exchange rights and any listing
on a national securities exchange; (iii) in the case of Common Stock, the number
of shares of Common Stock and the terms of the offering and sale thereof and any
listing on a national securities exchange; (iv) in the case of Warrants, the
number and terms thereof, the designation and number of Debt Securities,
Preferred Stock or Common Stock issuable upon their exercise, the exercise
price, the terms of the offering and sale thereof, where applicable, the
duration and detachability thereof, and any listing of the Warrants or the
underlying Debt Securities, Preferred Stock or Common Stock on a national
securities exchange; (v) in the case of Stock Purchase Contracts, the
designation and number of shares of Preferred Stock or Common Stock issuable
thereunder, the purchase price of the Preferred Stock or Common Stock, the date
or dates on which the Preferred Stock or Common Stock is required to be
purchased by the holders of the Stock Purchase Contracts, any periodic payments
required to be made by the Company to the holders of the Stock Purchase Contract
or vice-versa, and the terms of the offering and sale thereof; and (vi) in the
case of Stock Purchase Units, the specific terms of the Stock Purchase Contracts
and any Debt Securities or debt obligations of third parties, including United
States Treasury securities, securing the holder's obligation to purchase the
Preferred Stock or Common Stock under the Stock Purchase Contracts, the terms of
the offering and sale thereof and any listing on a national securities exchange.
The Prospectus Supplement will also contain information, where applicable, about
certain federal income tax considerations relating to the Securities covered by
the Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
Prior to issuance there will have been no market for the Debt Securities,
Preferred Stock, Series B Common Stock, Warrants, Stock Purchase Contracts or
Stock Purchase Units and there can be no assurance that a secondary market for
the Debt Securities, Warrants, Stock Purchase Contracts or Stock Purchase Units
will develop. This Prospectus may not be used to consummate sales of Securities
unless accompanied by a Prospectus Supplement. The Securities may be offered
through one or more different plans of distribution, including offerings through
underwriters. See "Plan of Distribution."
THE DATE OF THIS PROSPECTUS IS , 1995
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (together with all amendments and
exhibits thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Debt Securities,
Preferred Stock, Common Stock, Warrants, Stock Purchase Contracts and Stock
Purchase Units. This Prospectus, which constitutes part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the Rules and
Regulations of the Commission. For further information with respect to the
Company, reference is made to the Registration Statement.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such registration statement and the other reports and information
filed by Times Mirror with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and at its regional
offices located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, 13th Floor, New
York, New York 10048. Copies of such material can be obtained from the public
reference section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Series A Common Stock and Conversion Preferred
Stock, Series B, par value $1.00 per share ("Series B Preferred Stock"), of
Times Mirror are listed on the New York Stock Exchange (the "NYSE") and Series A
Common Stock is also listed on the Pacific Stock Exchange and reports, proxy and
information statements and other information concerning Times Mirror can be
inspected at such exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
(File No. 1-13492) pursuant to the Exchange Act are incorporated by reference
and shall be deemed a part hereof:
(a) Times Mirror's Annual Report on Form 10-K for the year ended
December 31, 1994;
(b) Times Mirror's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995;
(c) Times Mirror's Current Reports on Form 8-K dated February 1, 1995
and March 23, 1995; and
(d) The description of the Company's Series A Common Stock and Series
B Preferred Stock set forth under the caption "Description of Registrant's
Securities to be Registered" in Times Mirror's Registration Statements on
Form 8-A dated November 21, 1994 and December 22, 1994, respectively,
together with any amendment or report filed with the Commission for the
purpose of updating such descriptions.
All other reports filed by Times Mirror pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the securities hereby are incorporated herein
by reference and shall be deemed a part hereof when filed.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is incorporated or deemed
to be incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. Subject to the
foregoing, all information appearing in this Prospectus is qualified in its
entirety by the information appearing in the documents incorporated by
reference.
This Prospectus may not be used to consummate sales of Offered Securities
unless accompanied by a Prospectus Supplement. The delivery of this Prospectus
together with a Prospectus Supplement relating to particular Offered Securities
in any jurisdiction shall not constitute an offer in the jurisdiction of any
other securities covered by this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WITH RESPECT TO THE
COMPANY THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE
AVAILABLE WITHOUT CHARGE TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM
THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST TO CORPORATE
SECRETARY, THE TIMES MIRROR COMPANY, TIMES MIRROR SQUARE, LOS ANGELES,
CALIFORNIA 90053, TELEPHONE (213) 237-3700.
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<PAGE> 4
THE COMPANY
Times Mirror is engaged principally in the newspaper publishing,
professional information and magazine publishing businesses. Times Mirror
publishes the Los Angeles Times, Newsday, The Sun, The Hartford Courant, The
Morning Call, The Advocate, the Greenwich Times, and several smaller newspapers.
Times Mirror also publishes a variety of books, special interest and trade
magazines and other media through its subsidiaries. Times Mirror was
incorporated in the State of Delaware in June 1994 for the purpose of owning and
operating these businesses after a reorganization of Times Mirror's predecessor
was completed in February 1995. Times Mirror's predecessor was incorporated in
1884 in the State of California and was reincorporated in the State of Delaware
in 1986. All references herein to the Company and Times Mirror shall include
Times Mirror's predecessor, Times Mirror's subsidiaries and Times Mirror,
collectively, unless the context suggests otherwise.
Times Mirror's principal executive offices are located at Times Mirror
Square, Los Angeles, California 90053 and its telephone number is (213)
237-3700.
USE OF PROCEEDS
Unless otherwise set forth in the accompanying Prospectus Supplement, the
net proceeds from the sale of the Securities will be used for general corporate
purposes.
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS
TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the ratio of earnings to fixed charges and
the ratio of earnings to fixed charges and preferred stock dividends for the
Company for the periods indicated.
<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31 ENDED
---------------------------------------------------- JUNE 30
1990 1991 1992 1993 1994 1995
-------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges....................... 2.6 1.3 (a) 2.0 3.7 4.1
Ratio of earnings to fixed
charges and preferred stock
dividends..................... N/A N/A N/A N/A N/A 1.9
</TABLE>
- ---------------
(a) Earnings are approximately $7 million lower than the amount needed to cover
fixed charges in this year, as earnings in 1992 were impacted by over $200
million in restructuring charges.
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 and
other debt, the interest factor deemed to be included in rental expense, and
certain amortization.
The ratio of earnings to fixed charges and preferred stock dividends was
computed as described 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.
DESCRIPTION OF DEBT SECURITIES
The following description of the Debt Securities sets forth certain general
terms and provisions of the Debt Securities to which any Prospectus Supplement
may relate ("Offered Debt Securities"). Offered Debt Securities may be issued
from time to time in one or more series. The particular terms of each series of
Offered Debt Securities will be described in the Prospectus Supplement or
Prospectus Supplements relating to such series.
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<PAGE> 5
The Offered Debt Securities will be issued under an Indenture (the
"Indenture"), between Times Mirror and a trustee (the "Trustee"), the form of
which has been filed as an exhibit to the Registration Statement of which this
Prospectus is a part. The following summaries of certain provisions of the
Indenture do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, all of the provisions of the Indenture,
including the definitions therein of certain terms capitalized in this
Prospectus. Wherever particular sections, articles or defined terms of the
Indenture are referred to herein or in a Prospectus Supplement, such sections,
articles or defined terms are incorporated herein or therein by reference.
GENERAL
The Indenture does not limit the aggregate amount of Offered Debt
Securities that may be issued thereunder, and Offered Debt Securities may be
issued thereunder from time to time in one or more separate series up to the
aggregate principal amount from time to time authorized by Times Mirror for each
series. The Offered Debt Securities will be unsecured and unsubordinated
obligations of Times Mirror and will rank equally and ratably with other
unsecured and unsubordinated indebtedness of Times Mirror.
The applicable Prospectus Supplement or Prospectus Supplements will
describe, to the extent applicable, each of the following terms of the series of
Offered Debt Securities in respect of which this Prospectus is being delivered:
(i) the title of the Offered Debt Securities; (ii) any limit on the aggregate
principal amount of the Offered Debt Securities; (iii) whether any of the
Offered Debt Securities are to be issuable in permanent global form and, if so,
the terms and conditions, if any, upon which interests in such Offered Debt
Securities in global form may be exchanged, in whole or in part, for the
individual Offered Debt Securities represented thereby; (iv) the person to whom
any interest on any Offered Debt Security of the series will be payable if other
than the person in whose name the Offered Debt Security is registered on the
Regular Record Date; (v) the date or dates on which the Offered Debt Securities
will mature; (vi) the rate or rates at which the Offered Debt Securities will
bear interest, if any; (vii) the date or dates from which any such interest will
accrue, the Interest Payment Dates on which any such interest on the Offered
Debt Securities will be payable and the Regular Record Date for any interest
payable on any Interest Payment Date; (viii) each office or agency where the
principal of, premium, if any, and interest, if any, on the Offered Debt
Securities will be payable; (ix) the period or periods within which, the events
upon the occurrence of which, and the price or prices at which, the Offered Debt
Securities may, pursuant to any optional or mandatory provisions, be redeemed or
purchased, in whole or in part, by Times Mirror and any terms and conditions
relevant thereto; (x) the denominations in which any Offered Debt Securities
will be issuable, if other than denominations of $1,000 and any integral
multiple thereof; (xi) the currency or currencies, including composite
currencies, of payment of principal of, and any premium and interest on, the
Offered Debt Securities if other than United States dollars; (xii) any index or
formula used to determine the amount of payments of principal of and any premium
and any interest on the Offered Debt Securities; (xiii) if other than the
principal amount thereof, the portion of the principal amount of the Offered
Debt Securities of the series that will be payable upon declaration of the
acceleration of the maturity thereof; (xiv) the applicability of the provisions
described under "Restrictive Covenants"; (xv) any Events of Default with respect
to the Securities of such series, if not otherwise set forth under "Events of
Default"; (xvi) the applicability of the provisions described under "Defeasance
and Discharge"; (xvii) whether the Offered Debt Securities are convertible into
shares of Common Stock or any other security; and (xviii) any other terms of the
Offered Debt Securities not inconsistent with the provisions of the Indenture.
Offered Debt Securities may be issued at a discount from their principal
amount. Certain federal income tax considerations and other special
considerations applicable to any such Original Issue Discount Securities will be
described in the applicable Prospectus Supplement.
EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal, premium, if any, and interest, if any, on the Offered Debt
Securities will be payable, and the exchange of and the transfer of Offered Debt
Securities will be registrable, at the office or agency of Times Mirror
maintained for such purpose and at any other office or agency maintained for
such purpose. Unless otherwise indicated in the
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applicable Prospectus Supplement, the Offered Debt Securities will be issued in
denominations of $1,000 or integral multiples thereof. No service charge will be
made for any registration of transfer or exchange of the Offered Debt
Securities, but Times Mirror may require payment of a sum sufficient to cover
any tax or other governmental charge imposed in connection therewith.
GLOBAL SECURITIES
If the Offered Debt Securities are represented by one or more Global
Securities, the applicable Prospectus Supplement will describe the terms of the
depositary arrangement with respect to such Global Securities.
RESTRICTIVE COVENANTS
Affirmative Covenants. In addition to such other covenants, if any, as may
be described in the accompanying Prospectus Supplement and except as may
otherwise be set forth therein, the Indenture for the Offered Debt Securities
will require the Company, subject to certain limitations described therein, to,
among other things, do the following: (i) deliver to the Trustee copies of all
reports filed with the Commission; (ii) deliver to the Trustee annual officers'
certificates with respect to the Company's compliance with its obligations under
the Indenture; (iii) maintain its corporate existence subject to the provisions
described below relating to mergers and consolidations; and (iv) pay all taxes
when due except where such taxes are being contested in good faith. Except as
may be set forth in the accompanying Prospectus Supplement, the Indenture will
not restrict the business or operations of the Company or its subsidiaries,
limit their indebtedness or prohibit any liens, charges or other encumbrances on
any properties or other assets they may have from time to time.
REDEMPTION
If and to the extent set forth in the accompanying Prospectus Supplement,
the Company will have the right to redeem the Offered Debt Securities, from time
to time, in whole or in part, after the date and at the redemption prices set
forth in the accompanying Prospectus Supplement.
CONSOLIDATION, MERGER AND SALE OR LEASE OF ASSETS
Times Mirror, without consent of any holders of outstanding Debt
Securities, may consolidate with or merge into, or transfer or lease its assets
substantially as an entirety to any Person, and any Person may consolidate with
or merge into, or transfer or lease its assets substantially as an entirety to
Times Mirror, provided that (i) the Person (if other than Times Mirror) formed
by such consolidation or into which Times Mirror is merged or the Person which
acquires or leases the assets of Times Mirror substantially as an entirety is a
corporation, partnership or trust organized and existing under the laws of any
United States jurisdiction and expressly assumes Times Mirror's obligations on
the Offered Debt Securities and under the Indenture, (ii) immediately after
giving effect to such transaction no Event of Default (as defined below), and no
event which, after notice or lapse of time or both, would become an Event of
Default, happened and is continuing, and (iii) certain other conditions are met.
EVENTS OF DEFAULT
Except as may be described in the accompanying Prospectus Supplement, an
"Event of Default" will be defined under the Indenture for the Offered Debt
Securities as being any one of the following events: (i) default for 30 days in
payment of any interest on the Offered Debt Securities; (ii) default in payment
of any principal of (or premium, if any, on) the Offered Debt Securities, either
at maturity, upon redemption or otherwise; (iii) default for 90 days after
written notice in the performance of, or breach of, any covenants or warranty of
Times Mirror in the Indenture; and (iv) certain events of bankruptcy, insolvency
or reorganization.
The Indenture for the Offered Debt Securities will provide that if an Event
of Default (other than an Event of Default due to certain events of bankruptcy,
insolvency or reorganization) has occurred and is
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<PAGE> 7
continuing, either the Trustee or the holders of not less than 25% in principal
amount of the Offered Debt Securities outstanding under the Indenture for the
Offered Debt Securities, or such other amount as may be specified in the
Prospectus Supplement, may declare the principal amount of all Offered Debt
Securities under that Indenture to be due and payable immediately.
The Indenture will provide that the Trustee shall, within 90 days after the
occurrence of a default under the Indenture with respect to Offered Debt
Securities of any series, mail to all holders of Offered Debt Securities of such
series notice of such default known to the Trustee, unless such default shall
have been cured or waived; provided that, except in the case of default in the
payment of principal of or interest on any of such series, the Trustee may
withhold such notice if it in good faith determines that the withholding of such
notice is in the interest of the holders.
The Indenture will provide that Times Mirror is required to furnish to the
Trustee annually a statement of certain officers of Times Mirror to the effect
that, to the best of their knowledge, Times Mirror is not in default in the
performance and observance of any of the terms of the Indenture or, if they have
knowledge that Times Mirror is in default, specifying such default.
The Indenture will provide that the holders of not less than a majority in
aggregate principal amount of all outstanding Offered Debt Securities of any
series will have the right, on behalf of the holders of all outstanding Offered
Debt Securities of such series, to waive certain defaults and, subject to
certain limitations, to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Offered Debt Securities of that
series. The Indenture will also provide that in case an Event of Default with
respect to Offered Debt Securities of any series has occurred and is continuing,
the Trustee shall exercise, with respect to such series, such of the rights and
powers vested in it under the Indenture, and use the same degree of care and
skill in its exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs. Subject to such provisions, the
Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request or direction of any of the holders unless
such holders shall have offered to the Trustee reasonable security or indemnity.
DEFEASANCE AND DISCHARGE
Except as may otherwise be provided in the accompanying Prospectus
Supplement, the Company can discharge or defease its obligations under the
Indenture for the Offered Debt Securities as set forth below.
Under terms satisfactory to the Trustee, the Company may discharge certain
obligations to holders of the Offered Debt Securities that have not already been
delivered to the Trustee for cancellation and that have either become due and
payable or are by their terms due and payable within one year (or scheduled for
redemption within one year) by irrevocably depositing with the Trustee funds, as
trust funds in an amount certified to be sufficient to pay at maturity (or upon
redemption) the principal of and premium, if any, and interest on such Offered
Debt Securities.
The Company may also discharge any and all of its obligations to holders of
the Offered Debt Securities at any time ("defeasance"), but may not thereby
avoid its duty to register the transfer or exchange of the Offered Debt
Securities, to replace any temporary, mutilated, destroyed, lost or stolen
Offered Debt Securities or to maintain an office or agency in respect of such
Offered Debt Securities and certain other obligations. Alternatively, the
Company may be released with respect to the Offered Debt Securities from the
obligations imposed by specific sections of the Indenture for the Offered Debt
Securities (including the covenant described above limiting consolidations,
mergers, asset sales and leases) and omit to comply with such provisions without
creating an Event of Default ("covenant defeasance"). Defeasance or covenant
defeasance may be effected only if, among other things: (i) the Company
irrevocably deposits with the Trustee cash or U.S. Government Obligations, or a
combination thereof, as trust funds in an amount certified to be sufficient to
pay at maturity the principal of and premium, if any, and interest on all
outstanding Offered Debt Securities; (ii) no Event of Default under the
Indenture for the Offered Debt Securities has occurred and is then continuing;
(iii) the defeasance or covenant defeasance will not result in a breach or
violation of, or constitute a default under, under any agreement to which the
Company is a party or by which it is bound; and
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(iv) the Company delivers to the Trustee an opinion of counsel to the effect
that the holders of Debt Securities will not recognize income, gain or loss for
federal income tax purposes as a result of such defeasance or covenant
defeasance and that such defeasance or covenant defeasance will not otherwise
alter such holders' federal income tax treatment of principal and interest
payments on the Offered Debt Securities.
MODIFICATIONS TO THE INDENTURE
Except as may otherwise be set forth in the accompanying Prospectus
Supplement, the Indenture for the Offered Debt Securities will provide that the
Company and the Trustee may enter into supplemental indentures without the
consent of the holders of Offered Debt Securities to, among other things: (i)
add covenants, conditions and restrictions for the protection of the holders of
Offered Debt Securities; (ii) surrender any right of or power conferred upon the
Company; (iii) cure any ambiguity or correct any inconsistency in the Indenture
for the Offered Debt Securities; (iv) make any change that does not adversely
affect the legal rights of holders of Offered Debt Securities; (v) modify,
eliminate or add to the provisions of the Indenture for the Offered Debt
Securities to the extent necessary to qualify that Indenture under applicable
federal statutes; or (vi) make any other changes in the Indenture before Offered
Debt Securities are issued thereunder, provided that such changes are not
prohibited by the Trust Indenture Act.
Except as may otherwise be set forth in the accompanying Prospectus
Supplement, the Indenture for the Offered Debt Securities also will contain
provisions permitting the Company and the Trustee, with the consent of the
holders of not less than a majority in principal amount of Offered Debt
Securities outstanding affected by such supplemental indenture, to enter into
supplemental indentures in order to add any provision to, change in any manner
or eliminate any of the provisions of the Indenture for the Offered Debt
Securities or modify in any manner the rights of the holders of the Offered Debt
Securities so affected; provided that no such supplemental indenture shall,
among other things, without the consent of the holder of each outstanding
Offered Debt Security affected thereby: (i) reduce the percentage in principal
amount of Offered Debt Securities whose holders must consent to an amendment to
the Indenture or supplemental indenture or waiver with respect to the Indenture;
(ii) reduce the rate of or change the time for payment of interest on any
Offered Debt Security; (iii) reduce the principal of or change the fixed
maturity of any Offered Debt Security; or (iv) waive a default in the payment of
the principal of, or interest on, any Offered Debt Security. The holders of at
least a majority in principal amount of Offered Debt Securities outstanding of
any series may, on behalf of the holders of all Offered Debt Securities of that
series, waive any past default under the Indenture with respect to that series,
except a default in the payment of the principal of, or premium, if any, or
interest on, any Offered Debt Security of that series or in respect of a
covenant or provision that under the Indenture cannot be modified or amended
without the consent of the holder of each Offered Debt Security outstanding of
the series affected.
REGARDING THE TRUSTEE
The Indenture contains certain limitations on the right of the Trustee,
should it become a creditor of Times Mirror, to obtain payment of claims in
certain cases, or to realize for its own account on certain property received in
respect of any such claim as security or otherwise. The Trustee will be
permitted to engage in certain other transactions; provided, however, that if it
acquires any conflicting interest, it must eliminate such conflict or resign.
GOVERNING LAW
Unless otherwise specified in the accompanying Prospectus Supplement, the
Indenture for the Offered Debt Securities and the Offered Debt Securities will
be governed by California law.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue: (i) 500,000,000 shares of Series A
Common Stock, of which 83,932,612 shares were issued and outstanding at August
18, 1995; (ii) 100,000,000 shares of Series B Common Stock, none of which is
outstanding; (iii) 300,000,000 shares of Series C Common Stock, par value
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$1.00 per share ("Series C Common Stock"), of which 28,132,493 shares were
issued and outstanding at August 18, 1995; and (iv) 33,000,000 shares of
Preferred Stock, of which (a) 900,000 shares are designated Preferred Stock,
Series A, par value $1.00 per share ("Series A Preferred Stock"), of which
823,568 were issued and outstanding at August 18, 1995 and (b) 25,000,000 shares
are designated Series B Preferred Stock, of which 16,561,178 were issued and
outstanding at August 18, 1995.
COMMON STOCK
General
The following description of the Common Stock and the Series C Common Stock
sets forth general terms and provisions of the Common Stock to which any
Prospectus Supplement may relate, including a Prospectus Supplement providing
that Common Stock will be issuable upon conversion of Debt Securities or
Preferred Stock by the Company, upon exercise of Warrants or under the terms of
the Stock Purchase Contracts, as the case may be.
The following description of the Series A Common Stock and Series C Common
Stock is summarized from, and qualified in its entirety by reference to, the
Amended and Restated Certificate of Incorporation of the Company (the "Restated
Certificate") and the Certificate of Designation of the Series C Common Stock
(the "Series C Certificate of Designation"), filed as exhibits to the
Registration Statement of which this Prospectus constitutes a part. Except with
respect to transfer and voting, Series C Common Stock are identical in all
respects to Series A Common Stock. Series C Common Stock is entitled to 10 votes
per share and, as described below, will be subject to significant transfer
restrictions. The Series A Common Stock is listed on the NYSE and the Pacific
Stock Exchange. As discussed below, as a result of restrictions on transfer, the
Series C Common Stock is not traded.
Rights to Designate Series B Common Stock
Pursuant to the Restated Certificate, the Board of Directors of the Company
is entitled to designate certain rights, powers and preferences of a class of
Series B Common Stock in addition to the outstanding Series A Common Stock and
the Series C Common Stock, as discussed below. First, the Board may determine
the exact number of votes per share of Series B Common Stock at not less than
1/10 nor more than 1. Second, the Board may also make other changes in the
rights, powers and preferences of the Series B Common Stock, provided that in no
such case may the rights, powers and preferences of any such series be greater
than those described herein. Subject to the foregoing, it is anticipated that
Series B Common Stock, if authorized by the Board of Directors, will be
identical in all respects to the Series A Common Stock currently outstanding,
except with respect to voting. Specifically, it is anticipated that each share
of Series B Common Stock will be entitled to one-tenth (1/10) of a vote rather
than one vote per share.
The description herein of the rights, powers and preferences of the Series
B Common Stock is subject to the discretionary authority of the Board as
described above. The Board presently has no intention of issuing any shares of
Series B Common Stock or of utilizing such authority to vary the terms of the
Series B Common Stock from those described herein unless it determines that such
change is necessary in light of legal developments or in order to comply with,
or establish an exemption from, any applicable law, regulation or rule of any
governmental authority, national securities exchange or national market system.
Voting
Except as set forth below, all actions submitted to a vote of the Company's
stockholders will be voted on by holders of Series A Common Stock, Series B
Common Stock, Series C Common Stock and Series B Preferred Stock voting together
as a single class. The affirmative vote of the holders of a majority of the
outstanding shares of Series A Common Stock, Series B Common Stock and/or Series
C Common Stock, voting separately as a class, is required (i) to approve any
amendment to the Restated Certificate that would alter or change the powers,
preferences or special rights of such series so as to affect it adversely and
(ii) to approve such other matters as may require class votes under the General
Corporation Law of the State of Delaware.
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Dividends and Other Distributions (including Distributions upon Liquidation
or Sale of the Company)
Unless otherwise determined by the Board in the resolutions providing for
the issuance of Series B Common Stock, each share of Series A Common Stock,
Series B Common Stock and Series C Common Stock is equal in respect of dividends
and other distributions in cash, stock or property (including distributions upon
liquidation of the Company and consideration to be received upon a merger or
consolidation of the Company or a sale of all or substantially all of the
Company's assets), except that in the case of dividends or other distributions
payable on the Series A Common Stock, Series B Common Stock or Series C Common
Stock in shares of such stock, including distributions pursuant to stock splits
or dividends, only Series A Common Stock is to be distributed with respect to
Series A Common Stock; only Series B Common Stock is to be distributed with
respect to Series B Common Stock; and only Series C Common Stock is to be
distributed with respect to Series C Common Stock. In no event will either
Series A Common Stock, Series B Common Stock or Series C Common Stock be split,
divided or combined unless each other class is proportionately split, divided or
combined. The Series A Preferred Stock and Series B Preferred Stock rank prior
to the Common Stock. See "Preferred Stock -- Ranking" below.
Restrictions on Transfer of Series C Common Stock; Convertibility of Series
C Common Stock into Series A Common Stock
As more fully described below, the transferability of the Series C Common
Stock is significantly restricted. For example, in the case of holders of Series
C Common Stock who are individuals, permitted transferees include certain family
members of the holder and certain entities controlled by, or for the benefit of,
the holder and such family members.
As a result of such restrictions on transfer, no trading market will
develop in Series C Common Stock. The Series C Common Stock is, however,
convertible at all times and without cost to the holder (except any transfer
taxes which may be payable, as in the case of any transfer of Series A Common
Stock, if certificates are to be issued in a name other than that in which the
certificate surrendered is registered) into Series A Common Stock on a share for
share basis. To effect such a conversion, the Series C Common Stock holder must
deliver to the Company's transfer agent a certificate or certificates
representing Series C Common Stock to be converted and a written notice of the
election of such holder to convert such Series C Common Stock into Series A
Common Stock indicating, among other things, the names and addresses of persons
to whom certificates representing Series A Common Stock shall be issued.
Stockholders desiring to sell their equity interest in the Company represented
by their shares of Series C Common Stock may convert those shares into an equal
number of shares of Series A Common Stock and sell the shares of Series A Common
Stock in the public market.
A stockholder who does not wish to complete the conversion process prior to
a sale may effect a sale of the Series A Common Stock into which such
stockholder's Series C Common Stock is convertible by delivering the certificate
or certificates for such shares of Series C Common Stock to a broker, properly
endorsed. The broker will then present the Series C Common Stock certificate or
certificates to the Company's transfer agent who will issue to the purchaser a
certificate for the number of shares of Series A Common Stock sold in settlement
of the transaction. (If the stockholder sells fewer than all of the shares of
Series A Common Stock into which such Series C Common Stock certificate or
certificates could be converted, the transfer agent will return to such
stockholder a certificate for Series C Common Stock representing the balance of
such shares unless the stockholder specifies that the transfer agent should
return a certificate for Series A Common Stock). Accordingly, there should be no
delay or extra expense involved in selling the equity interest in the Company
represented by the Series C Common Stock. Series A Common Stock and Series B
Common Stock is not convertible by the holders thereof into any other class of
stock.
The Company does not believe that Series C Common Stock will be accepted as
security for the extension of credit by securities brokers or dealers. It is
however, permissible to pledge Series C Common Stock to secure loans from banks
and other lenders, provided that such shares are not transferred to or
registered in the name of the pledgee and that upon a foreclosure of the pledge,
the pledgee may only convert
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such shares into Series A Common Stock or transfer such shares only to a person
to whom the pledging holder of Series C Common Stock holder could have
transferred them.
Series C Common Stock issued in a stockholder's own name is not
transferable into "nominee" or "street" name. However, if on the date that the
Series C Stock was initially distributed by the Corporation as a dividend the
("Distribution Record Date") shares of Series C Common Stock are registered in
nominee or street name, the shares of Series C Common Stock issued in respect
thereof will be registered in the same nominee or street name. Such shares of
Series C Common Stock may be transferred out of the nominee or street name into
the name of the person who was the beneficial owner of the Series C Common Stock
on the Distribution Record Date (or a "Permitted Transferee," as hereinafter
described, of such person), and once so transferred, may not be transferred back
into nominee or street name. Series C Common Stock held in nominee or street
name may be converted into Series A Common Stock, and the Series A Common Stock
received will, depending on the nature of the transaction and the instructions
of the parties, be registered in the name of the original beneficial owner, a
transferee of such owner or a nominee for such owner or transferee. (If a
certificate for Series C Common Stock is to be returned in connection with a
partial conversion or sale of Series C Common Stock held in nominee name, such
returned certificate will be registered in the name of the nominee that
presented the original certificate or certificates to the transfer agent unless
contrary instructions are given.)
Other than pursuant to conversions into Series A Common Stock as described
above, a record or beneficial owner of shares of Series C Common Stock may
transfer such shares (whether by sale, assignment, gift, bequest, appointment or
otherwise) only to a "Permitted Transferee," as defined. A brief description of
permitted transfers is set forth below. The description is intended to be
illustrative only and is subject to the provisions set forth in the Restated
Certificate and Series C Certificate of Designation.
In the case of a holder of shares of Series C Common Stock of record who is
a natural person and the beneficial owner of the shares of Series C Common Stock
to be transferred, Permitted Transferees include:
(A) such holder of Series C Common Stock's spouse;
(B) any of the lineal descendants of a grandparent of such holder of
Series C Common Stock, including adopted children, and their spouses (such
persons and their spouses, together with the spouse of the holder of Series
C Common Stock, are hereinafter referred to as "such holder of Series C
Common Stock's family members");
(C) the guardian or conservator of a holder of Series C Common Stock
who has been adjudged disabled or incompetent by a court of competent
jurisdiction;
(D) the executor or administrator of the estate of a deceased holder
of Series C Common Stock;
(E) the trustee of the estate of a bankrupt or insolvent holder of
Series C Common Stock;
(F) the trustee of a trust principally for the benefit of such holder
of Series C Common Stock or such holder of Series C Common Stock's family
members;
(G) certain charitable organizations established by such holder of
Series C Common Stock or such holder of Series C Common Stock's family
members;
(H) a partnership, if, and only for so long as, all of the partners
are, and all of the partnership interests are owned by, such holder of
Series C Common Stock and/or one or more of the Permitted Transferees of
such holder of Series C Common Stock; and
(I) a corporation, if, and only for so long as, sufficient shares
entitled to elect at least a majority of the entire board of directors of
such corporation are beneficially owned by such holder of Series C Common
Stock and/or one or more of the Permitted Transferees of such holder of
Series C Common Stock.
Series C Common Stock held beneficially and of record by partnerships may
be transferred to a partner who was also a partner on the Distribution Record
Date, any person transferring Series C Common Stock to
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such partnership after the Distribution Record Date (up to the amount of shares
so transferred) and any Permitted Transferee of any such partner or person.
Series C Common Stock held beneficially and of record by corporations may be
transferred (i) to any stockholder of such corporation who was also a
stockholder on the Distribution Record Date and who is generally entitled to
vote in the election of directors of such corporation, provided that such
corporation does not have more than 30 voting stockholders of record on the
Distribution Record Date (or such greater number of voting stockholders as may
be allowed under the applicable state law of such corporation in order to
qualify as a close corporation), (ii) to any stockholder through a pro rata
dividend or liquidation, (iii) to any person transferring Series C Common Stock
to such corporation after the Distribution Record Date (up to the amount of
shares so transferred), (iv) to any Permitted Transferee of any such stockholder
or person and, (v) to the survivor of a merger or consolidation of such
corporation if those persons who owned beneficially sufficient shares entitled
to elect at least a majority of the entire board of directors of such
constituent corporation immediately prior to the merger or consolidation own
beneficially sufficient shares entitled to elect at least a majority of the
entire board of directors of the surviving corporation. Series C Common Stock
held of record by a trustee of a trust that is irrevocable on the Distribution
Record Date may be transferred (i) to a successor trustee who is described in
subparagraph (ii), (iii) or (iv), below, or who is not and by becoming successor
trustee will not otherwise become, a Related Person, (ii) to any person to whom
or for whose benefit income may be distributed during the term of the trust,
(iii) to any person to whom or for whose benefit principal may be distributed
either during or at the end of the term of the trust, and (iv) to any lineal
descendant of a grandparent of the creator of such trust, the spouse of such
creator and the spouse of any such lineal descendant. Shares of Series C Common
Stock held by a trustee of any other trust may be transferred to a successor
trustee who is not and will not thereby become a Related Person, to the person
who established such trust and to such person's Permitted Transferees.
Each certificate representing Series C Common Stock bears a legend stating
that the shares represented thereby are subject to restrictions on transfer and
the registration of transfer. Any transfer of Series C Common Stock not
permitted under the Series C Certificate of Designation will result in the
conversion of the transferee's Series C Common Stock into Series A Common Stock,
generally effective on the date on which certificates representing such shares
are presented for transfer on the books of the Company, provided, however, that
if the Company should determine that such shares were not so presented for
transfer within 20 days after the date of such sale, transfer assignment or
other disposition, the transfer date shall be the actual date of such sale,
transfer, assignment or other disposition, as determined in good faith by the
Board or its appointed agent. As a condition to the transfer or registration of
transfer of Series C Common Stock, the Company may require the furnishing of
such affidavits or other proof as it deems necessary to establish that the
transferee is a Permitted Transferee. If no indication to the contrary is
supplied at the time shares of Series C Common Stock are presented for transfer,
the transfer shall be presumed by the Company to be a transfer to a
non-Permitted Transferee. Series C Common Stock converted into Series A Common
Stock by the holder or by the holder's transfer to a person who is not a
Permitted Transferee shall resume the status of authorized but unissued shares
of Series C Common Stock.
Termination and Conversion of Series B and/or Series C Common Stock
Either or both the Series B Common Stock and Series C Common Stock will
automatically be converted into Series A Common Stock on a share-for-share basis
(i) at any time the Board and the holders of a majority of the outstanding
shares of the series approve the conversion of all of such series into Series A
Common Stock, (ii) if, as a result of the existence of the series, the Series A
Common Stock becomes excluded from trading on the NYSE, the American Stock
Exchange and all other national securities exchanges and is also excluded from
quotation on NASDAQ or any other national quotation system then in use, (iii) if
the Board, in its sole discretion, elects to effect a conversion of such series
in connection with its approval of any sale or lease of all or any substantial
part of the Company's assets or any merger, consolidation, liquidation or
dissolution of the Company, or (iv) if the Board, in its sole discretion, elects
to effect a conversion of such series after a determination that there has been
a material adverse change in the liquidity, marketability or market value of the
outstanding Series A Common Stock, considered in the aggregate (a) due to the
exclusion of the Series A Common Stock from trading on a national securities
exchange or the exclusion of the Series A Common Stock from quotation on NASDAQ,
or such other national quotation
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system then in use, or (b) due to requirements of federal or state law, in any
such case, as a result of the existence of such series. To the extent that the
Board has discretion, the decision whether or not to exercise its authority to
effect a conversion of Series B Common Stock or Series C Common Stock would be
made in light of all the existing facts and circumstances affecting the
interests of the Company and its stockholders, including the effect such
conversion could have on the Company's vulnerability to an unsolicited hostile
takeover attempt and any of the other factors referred to herein.
In the event of any such termination of Series B Common Stock or Series C
Common Stock, certificates formerly representing outstanding shares of that
series shall thereafter be deemed to represent a like number of shares of Series
A Common Stock. If both Series B Common Stock and Series C Common Stock are
terminated, all outstanding shares of Series A Common Stock shall again be
denominated common stock and all certificates representing outstanding shares of
Series A Common Stock shall thereafter be deemed to represent a like number of
shares of common stock.
Preemptive Rights
Neither the Series A Common Stock, the Series B Common Stock nor the Series
C Common Stock carries any preemptive rights enabling a holder to subscribe for
or receive shares of stock of the Company of any class or any other securities
convertible into shares of stock of the Company. The Board will continue to
possess the power to issue shares of authorized but unissued Series A Common
Stock, Series B Common Stock, Series C Common Stock and preferred stock without
further stockholder action.
PREFERRED STOCK
The following summary contains a description of certain general terms of
the Company's Preferred Stock to which any Prospectus Supplement may relate.
Certain terms of any series of Preferred Stock offered by any Prospectus
Supplement will be described in the Prospectus Supplement relating thereto.
Preferred Stock may be convertible and, if so convertible, may be converted into
one or both of Common Stock and Debt Securities. The Preferred Stock may also be
exchangeable, at the option of the Company, for Debt Securities (see
"Description of Debt Securities"). If Preferred Stock or Warrants exercisable
for Preferred Stock are being offered, if Preferred Stock is issued under Stock
Purchase Contracts, or if Preferred Stock is exchangeable for Debt Securities,
the accompanying Prospectus Supplement will describe the rights, privileges,
preferences and restrictions of such Preferred Stock, including, without
limitation, (i) the designation, (ii) the number of authorized shares of the
series in question, (iii) the dividend rate (or method of calculation), (iv) any
voting rights, conversion rights, anti-dilution protections, exchangeability
provisions and terms of the Debt Securities that are exchangeable for the
Preferred Stock, (v) any redemption provisions, liquidation preferences and (vi)
any sinking fund provisions. If fractional interests in shares of Preferred
Stock may be issued, there will be a depositary for the shares of Preferred
Stock involved and the applicable Prospectus Supplement will describe the terms
of the depositary arrangement and related matters.
Upon issuance, against full payment of the purchase price therefor, shares
of Preferred Stock will be fully paid and nonassessable. Preferred Stock
issuable upon exercise of any Warrants exercisable for Preferred Stock (upon
payment in full of the Warrant exercise price) or conversion of any Debt
Securities convertible into Preferred Stock or under the Stock Purchase
Contracts will be fully paid and nonassessable.
The following description of the Series A Preferred Stock and Series B
Preferred Stock is summarized from, and is qualified in its entirety by
reference to, the Restated Certificate, the Certificate of Designation of the
Series A Preferred Stock (the "Series A Certificate of Designation") and the
Certificate of Designation of the Series B Preferred Stock (the "Series B
Certificate of Designation"), which are filed as exhibits to the Registration
Statement of which this Prospectus constitutes a part.
Ranking
The Series A Preferred Stock ranks on a parity with the Series B Preferred
Stock, and ranks prior to the Common Stock with respect to dividend rights and
rights on liquidation, winding up or dissolution of the Company, and to all
other classes and series of equity securities of the Company hereafter issued,
other than
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any class or series of equity securities of the Company expressly designated as
being on a parity with (the "Parity Stock") or senior to (the "Senior Stock")
the Series A Preferred Stock and Series B Preferred Stock (the Series A
Preferred Stock and Series B Preferred Stock are collectively referred to herein
as the "Series A and Series B Preferred Stock"). Such other classes or series of
equity securities of the Company not expressly designated as being on a parity
with or senior to the Series A and Series B Preferred Stock are referred to
hereinafter as "Junior Stock." The rights of holders of shares of Series A and
Series B Preferred Stock are subordinate to the rights of the Company's general
creditors. The Series A and Series B Preferred Stock are subject to creation of
Senior Stock, Parity Stock and Junior Stock to the extent not expressly
prohibited by the Restated Certificate, the Series A Certificate of Designation
and the Series B Certificate of Designation.
Dividend Rights
Holders of Series A Preferred Stock are entitled to receive, when, as and
if declared by the Board of Directors of the Company out of funds legally
available therefor, cumulative cash dividends at an annual rate of 8%.
Holders of Series B Preferred Stock are entitled to receive, when, as and
if dividends on the Series B Preferred Stock are declared by the Board of
Directors of the Company out of funds legally available therefor, cumulative
cash dividends, accruing at the rate of $1.374 per share per annum. Dividends
will cease to accrue in respect of the Series B Preferred Stock on the earliest
to occur of (i) March 31, 1998 (the "Mandatory Conversion Date"), (ii) the date
of their redemption by the Company or (iii) in the event of an automatic
conversion due to a Fundamental Transaction (as defined below), on the business
day (the "Settlement Date") immediately preceding the effective date of the
Fundamental Transaction.
Dividends on the Series A and Series B Preferred Stock are payable
quarterly following each quarterly dividend period (a "Dividend Period"), or, if
any such day is a non-business day, on the next business day (each a "Dividend
Payment Date"). Dividends payable for any period less than a full Dividend
Period are computed on the basis of a 360-day year with equal months of 30 days.
Dividends are fully cumulative and accrue on a daily basis. Dividends declared
are payable to holders of record of Series A and Series B Preferred Stock as
they appear on the stock books of the Company as of the close of the business on
such record dates, not more than 60 calendar days preceding the applicable
Dividend Payment Date therefor, as determined by the Board of Directors of the
Company or a duly authorized committee thereof. Dividends are payable on March
15, June 15, September 15 and December 15, and commenced June 15, 1995.
Dividends on the Series A and Series B Preferred Stock will accrue whether
or not such dividends are declared and accumulate to the extent they are not
paid on the Dividend Payment Date for the quarter for which they accrue.
Accumulated unpaid dividends will not bear interest. Holders of the Series A and
Series B Preferred Stock are not entitled to any dividends, whether payable in
cash, property or stock, in excess of full cumulative accrued dividends as
described herein.
No dividends in any form shall be declared or paid or set apart for payment
on any Parity Stock or Junior Stock for any Dividend Period unless full
dividends on the Series A and Series B Preferred Stock for the prior Dividend
Period shall have been paid or declared and set aside. No cash dividends shall
be declared or paid or set aside for payment on Parity Stock for any Dividend
Period unless full cash dividends on the Series A and Series B Preferred Stock
for the prior Dividend Period shall have been paid or declared and set aside.
The Company shall not declare or pay any dividend or other distribution
(other than in Common Stock or other Junior Stock) with respect to any Junior
Stock or Parity Stock, including Common Stock, or redeem or set apart funds for
the purchase or redemption of any Junior Stock or Parity Stock through a sinking
fund or otherwise, or purchase any shares of its Common Stock, unless and until
(i) the Company shall have paid full cash dividends on the Series A and Series B
Preferred Stock for the most recent Dividend Period, or funds have been paid
over to the dividend disbursing agent for the Company for payment of such
dividends, and (ii) the Company has declared a cash dividend on the Series A and
Series B Preferred Stock at the annual dividend rate for the current Dividend
Period, and sufficient funds have been paid over to the dividend disbursing
agent of the Company for the payment of a cash dividend at the end of such
Dividend Period.
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No dividend shall be paid or set aside for holders of the Series A and
Series B Preferred Stock for any Dividend Period unless full dividends have been
paid or set aside for the holders of each class or series of Senior Stock.
Therefore, the Company's ability to pay dividends on the Series A and Series B
Preferred Stock may be subject to prior and superior rights of holders of
another class or series of equity securities of the Company. The Company does
not currently have outstanding any class or series of Senior Stock.
Liquidation Preference
Holders of shares of Series A and Series B Preferred Stock then outstanding
are entitled to receive the liquidation preference of each of the Series A and
Series B Preferred Stock, as the case may be, plus an amount per share equal to
any dividends accrued but unpaid, without interest, in the event of any
liquidation, dissolution or winding up of the Company whether voluntary or
involuntary, out of or to the extent of the net assets of the Company legally
available for such distribution, before any distributions are made with respect
to any Common Stock or any other Junior Stock. If the net liquidation proceeds
then available for distribution are insufficient to pay the liquidation
preferences of the Series A and Series B Preferred Stock and any Parity Stock,
such proceeds will be distributed on a pro rata basis to the Series A and Series
B Preferred Stock and Parity Stock. Following payment of such liquidation
preferences, the Series A and Series B Preferred Stock will not share in any
additional net liquidation proceeds. The liquidation preference of the Series B
Preferred Stock in the aggregate is $350 million and the per share liquidation
preference is equal to $21.131 (the "Series B Price").
Upon any such liquidation, dissolution or winding up of the Company, such
preferential amounts with respect to the Series A and Series B Preferred Stock
and any class or series of Parity Stock if not paid in full shall be distributed
pro rata in accordance with the aggregate preferential amounts of the Series A
and Series B Preferred Stock and such other classes or series of stock, if any.
The liquidation preferences of the Series A and Series B Preferred Stock
are not indicative of the price at which the shares trade.
Voting Rights of Series A Preferred Stock
The holders of shares of Series A Preferred Stock are not entitled to any
voting rights, except as required by applicable law and as summarized below.
So long as any shares of the Series A Preferred Stock are outstanding,
Times Mirror will not, without the consent of the holders of at least a majority
of the outstanding shares of Series A Preferred Stock, voting together with
holders of shares of any Parity Stock upon which like voting vote have been
conferred and are exercisable other than the Series B Preferred Stock (the
"Voting Parity Stock"), voting together as a class, (i) amend, alter or repeal
or otherwise change any provision of the Restated Certificate or the Series A
Certificate of Designation so as to materially and adversely affect the rights,
preferences, power or privileges of the Series A Preferred Stock, or (ii)
authorize, create, issue or increase the authorized or issued amount of any
class or series of any equity securities of Times Mirror, or any warrants,
options or other rights convertible or exchangeable into any class or series of
any Senior Stock or Parity Stock of Times Mirror. See "Ranking" and "Dividend
Rights" above. The creation or issuance of Junior Stock with respect to the
payment of dividends, or the distribution of assets upon liquidation,
dissolution or winding-up of Times Mirror, or a merger, consolidation,
reorganization or other business combination in which Times Mirror is not the
surviving entity, or any amendment which increases the number of authorized
shares of Series A Preferred Stock or Junior Stock with respect to the payment
of dividends, or substitutes the surviving entity in a merger or consolidation
for Times Mirror, shall not be considered to be a material and adverse change
requiring a separate vote of the holders of the Series A Preferred Stock and
Voting Parity Stock.
At any time that dividends in an amount equal to dividend payments for six
Dividend Periods have accrued and remain unpaid, holders of Series A Preferred
Stock will have the right to a separate class vote to elect two directors to the
Board of Directors of Times Mirror (in addition to the then authorized number of
directors and any directors elected by the holders of Series B Preferred Stock)
at the next annual meeting of stockholders. Upon payment of all dividend
arrearages, holders of Series A Preferred Stock will be divested of
14
<PAGE> 16
such voting rights until any future time when dividends in an amount equal to
dividend payments for six Dividend Periods have accrued and remained unpaid. The
terms of the special directors will thereupon terminate and the authorized
number of directors will be reduced by two.
Voting Rights of Series B Preferred Stock
The Series B Preferred Stock votes together with the Common Stock as a
single class with respect to all matters submitted to the stockholders of the
Company, except as otherwise required by law. Each share of Series B Preferred
Stock is entitled to one vote, provided that the number of votes per share will
be adjusted in the event and to the extent that the Common Equivalent Rate (as
defined below) is adjusted in the future. See "Mandatory Conversion of Series B
Preferred Stock" below.
In addition, upon the failure of the Company to pay dividends on the Series
B Preferred Stock for six Dividend Periods, the holders of Series B Preferred
Stock will be entitled to a separate class vote to elect two additional
directors to the Company's Board of Directors (in addition to the then
authorized number of directors and any directors elected by the holders of
Series A Preferred Stock) at the next annual meeting of stockholders. Upon
payment of all dividend arrearages, holders of Series B Preferred Stock will be
divested of such voting rights until any future time when dividends in an amount
equal to dividend payments for six Dividend Periods have accrued and remain
unpaid. The terms of the special directors will thereupon terminate and the
authorized number of directors will be reduced by two.
Any amendment of any of the provisions of the Restated Certificate or the
Series B Certificate of Designation that would either (i) authorize or create
any class of Senior Stock or (ii) alter or change the rights, preferences or
limitations of Series B Preferred Stock so as to affect such rights, preferences
or limitations in any material respect prejudicial to the holders thereof would
require the affirmative vote or written consent of the holders of at least
two-thirds of the total number of outstanding shares of Series B Preferred
Stock. Any amendment of any of the provisions of the Restated Certificate that
would either (A) increase the total number of authorized shares of Preferred
Stock or (B) authorize or create any class of Parity Stock would require the
affirmative vote or written consent of the holders of a majority of the total
number of outstanding shares of Series B Preferred Stock; provided, however,
that no such votes or affirmative consents of the holders of shares of Series B
Preferred Stock shall be required if, at or prior to the issuance of any Senior
Stock or Parity Stock, provision is made for the redemption of all of the shares
of Series B Preferred Stock then outstanding. Any amendment that would authorize
or create any series of Preferred Stock out of the existing authorized shares of
Preferred Stock, or that would authorize or create any class of Junior Stock
shall not be considered to affect adversely the rights, preferences or
limitations of the outstanding shares of Series B Preferred Stock and will not
require the consent of the holders of Series B Preferred Stock voting as a
separate class.
Except as otherwise required by law, the Series A Preferred Stock and the
Series B Preferred Stock do not vote together as a single class.
Optional Conversion of Series A Preferred Stock
The Series A Preferred Stock may be converted into Common Stock by Times
Mirror or by the holders thereof after the latest to occur of (i) the date on
which the assets of either Chandler Trust No. 1 or Chandler Trust No. 2
(collectively, the "Chandler Trusts") are distributed to the beneficiaries
thereof or (ii) February 1, 2025 (such later date being the "Redeemability
Date") at a conversion price measured by the average market value of Series A
Common Stock during the 20 trading days prior to the notice of election to
convert Series A Preferred Stock. In lieu of such conversion, each of the
Chandler Trusts may elect to exchange shares of Series A Preferred Stock for
shares of Series A Common Stock and Series C Common Stock, in the same
proportion as its relative ownership of Series A Common Stock and Series C
Common Stock immediately prior to such redemption; provided, however, that if
the total votes represented by all shares of Common Stock owned by such holder
immediately after such exchange (expressed as a percentage of the total voting
power of Times Mirror outstanding immediately after such exchange) exceed the
greater of (i) the total votes represented by all Common Stock of Times Mirror's
predecessor ("Old Times Mirror
15
<PAGE> 17
Common Stock") owned by such holder as of June 5, 1994 (expressed as a
percentage of the total voting power of Times Mirror's predecessor outstanding
as of June 5, 1994) and (ii) the total votes represented by all Common Stock
owned by such holder immediately prior to such exchange (expressed as a
percentage of the total voting power of Times Mirror outstanding immediately
prior to such exchange), then, with respect to all such excess votes, such
holder has agreed that, to the extent any of such excess votes are voted, it
will cause such excess votes to be cast on all matters proportionately on the
same basis as the other votes cast at a meeting of stockholders of Times Mirror.
Mandatory Conversion of Series B Preferred Stock
On the Mandatory Conversion Date (i.e., March 31, 1998), each outstanding
share of Series B Preferred Stock will convert automatically into (i) Series A
Common Stock at the Common Equivalent Rate and (ii) the right to receive an
amount in cash equal to all accrued and unpaid dividends on such Series B
Preferred Stock. The "Common Equivalent Rate" initially will be one share of
Series A Common Stock for each share of Series B Preferred Stock, subject to
adjustment in the event of certain stock dividends or distributions,
subdivisions, splits, combinations, issuances of certain rights or warrants or
distributions of certain assets with respect to the Series A Common Stock.
In addition, immediately prior to the effectiveness of a merger,
consolidation or similar extraordinary transaction involving the Company that
results in the conversion or exchange of Series A Common Stock into, or results
in the holders of Series A Common Stock having the right to receive, other
securities or other property (a "Fundamental Transaction"), each outstanding
share of Series B Preferred Stock will convert automatically into (i) Series A
Common Stock at the Common Equivalent Rate and (ii) the right to receive (A) an
amount in cash equal to the accrued and unpaid dividends on such Series B
Preferred Stock to and including the Settlement Date plus (B) an amount in cash
equal to the Dividend Premium (as defined below).
At the option of the Company, it may deliver on the Settlement Date, in
lieu of some or all of the cash consideration described in clause (ii) of the
preceding paragraph, a number of shares of Series A Common Stock to be
determined by dividing (i) the amount of cash consideration that the Company has
elected to pay in Series A Common Stock by (ii) the Current Market Price (as
defined below) as of the end of the second trading day immediately preceding the
date on which the Company gives notice regarding the Fundamental Transaction to
the holders of Series B Preferred Stock.
The term "Dividend Premium" with respect to a share of Series B Preferred
Stock shall mean an amount initially equal to $3.402. The amount constituting
the Dividend Premium shall be reduced following the issuance of the Series B
Preferred Stock by $.003127 per day on each day following March 23, 1995 to
$.190571 on January 30, 1998 and thereafter will be equal to zero.
The term "Current Market Price" on any date of determination means the
average closing price of a share of Series A Common Stock on the NYSE for the
five consecutive trading days ending on and including such date of
determination; provided, however, that if the closing price of the Series A
Common Stock on the NYSE on the trading day next following such five-day period
(the "next-day closing price") is less than 95% of such average closing price,
then the Current Market Price per share of Series A Common Stock on such date of
determination will be the next-day closing price; and provided further that,
with respect to any redemption or conversion of the Series B Preferred Stock, if
any event that results in an adjustment of the Common Equivalent Rate occurs
during the period beginning on the first day of such five-day period and ending
on the applicable redemption or conversion date, the Current Market Price as
determined pursuant to the foregoing will be appropriately adjusted to reflect
the occurrence of such event.
The holders of Series B Preferred Stock do not have the right to require
conversion of the Series B Preferred Stock.
16
<PAGE> 18
Optional Redemption of Series B Preferred Stock
At any time or from time to time prior to the Mandatory Conversion Date,
the Company shall have the right to call, in whole or in part, the outstanding
shares of Series B Preferred Stock for redemption. Upon any such redemption,
each holder of Series B Preferred Stock will receive in exchange for each share
of Series B Preferred Stock so called (i) a number of shares of Series A Common
Stock determined by dividing (A) the Call Price (as described below) then in
effect by (B) the Current Market Price as of the end of the second trading day
immediately preceding the date on which the Company gives notice regarding the
redemption to the holders of the Series B Preferred Stock and (ii) an amount in
cash equal to accrued and unpaid dividends on such Series B Preferred Stock to
and including the date of redemption (the "Redemption Date"). Notice of a
redemption must be given to the holders of Series B Preferred Stock at least 30
but not more than 60 days prior to the Redemption Date.
The Call Price was $31.92885 on March 23, 1995 and declines at a rate of
$.003127 on each day thereafter to $28.717421 on January 30, 1988 and thereafter
will equal $28.52685. The Call Price in effect at any time is equal to the sum
of (i) 135% of the Series B Price plus (ii) the Dividend Premium then in effect.
Market for Series A and Series B Preferred Stock
The Series A Preferred Stock is not traded on an exchange. The Series B
Preferred Stock is, however, traded on the NYSE.
BUSINESS COMBINATIONS
The Restated Certificate of Incorporation requires, subject to certain
exceptions summarized below, that any Business Combination (as defined below),
be approved by (i) an affirmative vote of the holders of not less than 80% of
all outstanding shares of capital stock entitled to vote generally in the
election of directors of the Company (the "80% Voting Requirement") and (ii) the
affirmative vote of the holders of a majority of the Disinterested Shares (as
defined below). Business Combinations include generally the following: (i)
mergers or reorganizations of the Company or its subsidiaries with or into a
Related Person (as defined below) or of a Related Person with or into the
Company or a subsidiary; (ii) reorganizations that would have the effect of
increasing the voting power of a Related Person; (iii) certain acquisitions by
the Company or a subsidiary of securities issued by or assets of a Related
Person; and (iv) liquidations, sales or transfers to a Related Person of assets
of the Company or one or more subsidiaries constituting a substantial part of
the Company.
A Business Combination does not need to satisfy the foregoing approval
requirements if the Business Combination has been approved by a majority of the
Directors who are unaffiliated with the Related Person and who were members of
the Board of Directors of the Company before the Company was incorporated in the
State of Delaware, or who became a member of the Board before the Related Person
became a Related Person. Business Combinations in which the shareholders of the
Company are to receive cash, securities or other property in exchange for their
shares of capital stock do not need to satisfy the 80% Voting Requirement if (i)
the value of the consideration meets certain thresholds of fairness, as
specified in the Restated Certificate of Incorporation, and (ii) the Business
Combination is approved by the affirmative vote of the holders of a majority of
the Disinterested Shares.
As used in the Restated Certificate of Incorporation, a Related Person is a
person or entity, or an affiliate or associate (as defined in Rule 12b-2 under
the Exchange Act) of such person or entity, that beneficially owns, in the
aggregate, five percent or more of the outstanding voting interests of the
Company; provided, however, the term Related Person does not include (i) any
person or entity that beneficially owned five percent or more of the common
stock of the Company on the date upon which the Company was incorporated in the
State of Delaware, or (ii) any employee benefit plan established to provide
benefits for employees of the Company or its subsidiaries, any trust plan
thereto, or any trustee or fiduciary when acting in such capacity with respect
to any such plan or trust. The term Disinterested Shares means, as to any
Related Person, shares of voting stock held by stockholders other than such
Related Person.
17
<PAGE> 19
DESCRIPTION OF WARRANTS
The Company may issue Warrants, including Warrants to purchase Debt
Securities ("Debt Warrants") and Warrants to purchase Common Stock or Preferred
Stock ("Stock Warrants"). Warrants may be issued independently of or together
with any other Securities and may be attached to or separate from such
Securities. Each series of Warrants will be issued under a separate Warrant
Agreement (each a "Warrant Agreement") to be entered into between the Company
and a Warrant Agent ("Warrant Agent") the form of which will be filed as an
exhibit to the Registration Statement of which this Prospectus is a part. The
Warrant Agent will act solely as an agent of the Company in connection with the
Warrant of such series and will not assume any obligation or relationship of
agency for or with holders or beneficial owners of Warrants. The following sets
forth certain general terms and provisions of the Warrants offered hereby.
Further terms of the Warrants and the applicable Warrant Agreement will be set
forth in the applicable Prospectus Supplement.
DEBT WARRANTS
The applicable Prospectus Supplement will describe the terms of any Debt
Warrants, including the following: (i) the title of such Debt Warrants; (ii) the
offering price for such Debt Warrants, if any; (iii) the aggregate number of
such Debt Warrants; (iv) the designation and terms of the Debt Securities
purchasable upon exercise of such Debt Warrants; (v) if applicable, the
designation and terms of the Securities with which such Debt Warrants are issued
and the number of such Debt Warrants issued with each such Security; (vi) if
applicable, the date from and after which such Debt Warrants and any Securities
issued therewith will be separately transferable; (vii) the principal amount of
Debt Securities purchasable upon exercise of a Debt Warrant and the price at
which such principal amount of Debt Securities may be purchased upon exercise;
(viii) the date on which the right to exercise such Debt Warrants shall commence
and the date on which such right shall expire; (ix) if applicable, the minimum
or maximum amount of such Debt Warrants that may be exercised at any one time;
(x) whether the Debt Warrants represented by the Debt Warrant certificates or
Debt Securities that may be issued upon exercise of the Debt Warrants will be
issued in registered or bearer form; (xi) information with respect to book-entry
procedures, if any; (xii) the currency, currencies or currency units in which
the offering price, if any, and the exercise price are payable; (xiii) if
applicable, a discussion of certain United States federal income tax
considerations; (xiv) the antidilution provisions of such Debt Warrants, if any;
(xv) the redemption or call provisions, if any, applicable to such Debt
Warrants; and (xvi) any additional terms of the Debt Warrants, including terms,
procedures and limitations relating to the exchange and exercise of such Debt
Warrants.
STOCK WARRANTS
The applicable Prospectus Supplement will describe the terms of any Stock
Warrants, including the following: (i) the title of such Stock Warrants; (ii)
the offering price of such Stock Warrants, if any; (iii) the aggregate number of
such Stock Warrants; (iv) the designation and terms of the Common Stock or
Preferred Stock purchasable upon exercise of such Stock Warrants; (v) if
applicable, the designation and terms of the Securities with which such Stock
Warrants are issued and the number of such Stock Warrants issued with each such
Security; (vi) if applicable, the date from and after which such Stock Warrants
and any Securities issued therewith will be separately transferable; (vii) the
number of shares of Common Stock or Preferred Stock purchasable upon exercise of
a Stock Warrant and the price at which such shares may be purchased upon
exercise; (viii) the date on which the right to exercise such Stock Warrants
shall commence and the date on which such right shall expire; (ix) if
applicable, the minimum or maximum amount of such Stock Warrants that may be
exercised at any one time; (x) the currency, currencies or currency units in
which the offering price, if any, and the exercise price are payable; (xi) if
applicable, a discussion of certain United States federal income tax
considerations; (xii) the antidilution provisions of such Stock warrants, if
any; (xiii) the redemption or call provisions, if any, applicable to such Stock
Warrants; and (xiv) any additional terms of such Stock Warrants, including
terms, procedures and limitations relating to the exchange and exercise of such
Stock Warrants.
18
<PAGE> 20
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
The Company may issue Stock Purchase Contracts, including contracts
obligating holders to purchase from the Company, and the Company to sell to the
holders, a specified number of shares of Common Stock or Preferred Stock at a
future date or dates. The price per share of Preferred Stock or Common Stock may
be fixed at the time the Stock Purchase Contracts are issued or may be
determined by reference to a specific formula set forth in the Stock Purchase
Contracts. The Stock Purchase Contracts may be issued separately or as a part of
the Stock Purchase Units consisting of a Stock Purchase Contract and Debt
Securities or debt obligations of third parties, including United States
Treasury securities, securing the holders' obligations to purchase the Preferred
Stock or the Common Stock under the Stock Purchase Contracts. The Stock Purchase
Contracts may require the Company to make periodic payments to the holders of
the Stock Purchase Units or vice-versa, and such payments may be unsecured or
prefunded on some basis. The Stock Purchase Contracts may require holders to
secure their obligations thereunder in a specified manner. The Stock Purchase
Contracts may provide the Company the option to deliver cash in lieu of
Preferred Stock or Common Stock.
The applicable Prospectus Supplement will describe the terms of any Stock
Purchase Contracts or Stock Purchase Units, including, without limitation, the
following: (i) the title of the Stock Purchase Contracts or Stock Purchase
Units; (ii) the stated amount of the Stock Purchase Units and the principal
amount of any Debt Securities, or debt obligations of third parties, including
United States Treasury securities, constituting a component of a Stock Purchase
Unit; (iii) the number of shares of Common Stock or Preferred Stock that shall
be purchased upon settlement of the Stock Purchase Contracts; (iv) the right, if
any, of the Company to deliver cash in lieu of Preferred Stock or Common Stock
and the manner of calculating such cash amount; (v) the amount of any fees
payable, whether to Times Mirror or to holders with respect to the Stock
Purchase Contracts; (vi) the interest rate applicable to any Debt Securities or
debt securities of third parties, including United States Treasury securities,
constituting a component of, a Stock Purchase Unit; (vii) the rights, if any, of
the holders to settle Stock Purchase Contracts early and the terms upon which
such early settlement may be effected; (viii) the date on which, subject to the
rights of the holders to settle Stock Purchase Contracts early and termination
of the Stock Purchase Contracts, the Stock Purchase Contracts will be settled;
(ix) the events that may cause a termination of the Stock Purchase Contracts
prior to the date of settlement; and (x) any other terms of the Stock Purchase
Contracts or Stock Purchase Units not inconsistent with the provisions of the
instrument or instruments pursuant to which such Stock Purchase Contracts or
Stock Purchase Units are issued. The description in the Prospectus Supplement
will not purport to be complete and will be qualified in its entirety by
reference to the Stock Purchase Contracts, and, if applicable, collateral
arrangements and depositary arrangements, relating to such Stock Purchase
Contracts or Stock Purchase Units.
PLAN OF DISTRIBUTION
The Company may sell the Securities to one or more underwriters for public
offering and sale by them or may sell the Securities to investors directly or
through agents. Any such underwriter or agent involved in the offer and sale of
the Securities will be named in the applicable Prospectus Supplement. The
Company may sell Securities directly to investors on its own behalf in those
jurisdictions where it is authorized to do so.
Underwriters may offer and sell the Securities at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Company
also may offer and sell the Securities in exchange for one or more of its
outstanding debt securities or other securities. The Company also may, from time
to time, authorize dealers, acting as Company agents, to offer and sell the
Securities upon such terms and conditions as may be set forth in the Prospectus
Supplement. In connection with the sale of the Securities, underwriters may
receive compensation from the Company in the form of underwriting discounts,
concessions or commissions and may also receive commissions from purchasers of
the Securities for whom they may act as agent. Underwriters may sell the
Securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters or
commissions from the purchasers for which they may act as agents.
19
<PAGE> 21
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of the Securities, and any discounts or
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement. Dealers and agents
participating in the distribution of the Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Securities may be deemed to be underwriting
discounts and commissions. Underwriters, dealers and agents may be entitled,
under agreements entered into with the Company, to indemnification against and
contribution toward certain civil liabilities.
Certain of the underwriters, dealers and agents and their associates may
engage in transactions with, and perform services for, the Company in the
ordinary course of business.
The Debt Securities, Preferred Stock, Series B Common Stock, Warrants,
Stock Purchase Contracts and Stock Purchase Units will be new issues of
securities with no established trading market. Any underwriters or agents to or
through which Securities are sold by the Company for public offering and sale
may make a market in such Securities, but such underwriters or agents will not
be obligated to do so and any of them may discontinue any market making at any
time without notice. No assurance can be given as to the liquidity of or trading
market for any Debt Securities, Preferred Stock, Series B Common Stock,
Warrants, Stock Purchase Contracts or Stock Purchase Units.
CERTAIN LEGAL MATTERS
Gibson, Dunn & Crutcher has rendered an opinion (filed as an exhibit to the
Registration Statement of which this Prospectus is a part) with respect to the
validity of the Securities covered by this Prospectus. Certain legal matters in
connection with offerings made by this Prospectus may be passed on for any
underwriters, agents or dealers by counsel named in the Prospectus Supplement.
EXPERTS
The consolidated financial statements of The Times Mirror Company appearing
in The Times Mirror Company's Annual Report (Form 10-K) for the year ended
December 31, 1994, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
20
<PAGE> 22
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- ------------------------------------------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR IN ANY PROSPECTUS SUPPLEMENT
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF OR THEREOF. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Use of Proceeds....................... 3
Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends....... 3
Description of Debt Securities........ 3
Description of Capital Stock.......... 7
Business Combinations................. 17
Description of Warrants............... 18
Description of Stock Purchase
Contracts and Stock Purchase
Units............................... 19
Plan of Distribution.................. 19
Certain Legal Matters................. 20
Experts............................... 20
</TABLE>
------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
THE TIMES MIRROR
COMPANY
$200,000,000
------------------------
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
------------------------
--------------------
PROSPECTUS
--------------------
, 1995
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
The following are the estimated expenses of the issuance and distribution
of the securities being registered, all of which will be paid by the Registrant.
<TABLE>
<S> <C>
Registration fee................................................. $ 68,966
Blue Sky fees and expenses.......................................
Exchange listing fees............................................
Printing expenses................................................
Legal fees and expenses..........................................
Accounting fees and expenses..................................... 25,000
Trustee's fees and expenses (including counsel fees).............
Miscellaneous....................................................
----------
Total.................................................. $
==========
</TABLE>
- ---------------
* All amounts are estimated except Commission's registration fee.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Pursuant to Section 102(b)(7) of the General Corporation Law of the State
of Delaware (the "GCL"), the Amended and Restated Certificate of Incorporation
of Times Mirror eliminates the liability of directors of Times Mirror to Times
Mirror or its stockholders for breach of fiduciary duties as a director, except
for liabilities related to breach of the duty of loyalty, acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, and certain other liabilities.
As permitted by Section 145 of the GCL, Article VII, Section 1 of the
Bylaws of Times Mirror provides for the indemnification of its directors,
officers, and employees against expenses actually and reasonably incurred in
connection with certain stated proceedings and under certain stated conditions.
ITEM 16. EXHIBITS
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement (for equity securities).*
1.2 Form of Underwriting Agreement (for debt securities).*
4.1 Restated Certificate of Incorporation of New TMC Inc.**
</TABLE>
<TABLE>
<C> <S>
4.2 Certificate of Amendment of Restated Certificate of Incorporation of New
TMC Inc.**
4.3 Certificate of Designation of Series C Common Stock, par value $1.00 per
share, of The Times Mirror Company (formerly New TMC Inc.)**
4.4 Certificate of Designation of Series A Preferred Stock, par value $1.00
per share, of The Times Mirror Company.***
4.5 Certificate of Designation of Series B Preferred Stock, par value $1.00
per share, of The Times Mirror Company.***
4.6 Bylaws of The Times Mirror Company.
4.7 Form of the Indenture.****
4.8 Form of Certificate of Designation with respect to Preferred Stock.*
</TABLE>
II-1
<PAGE> 24
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------------------------
<C> <S>
4.9 Form of the specimen certificate representing shares of Preferred
Stock.*
4.10 Form of the specimen certificate representing shares of Common Stock.*
4.11 Form of Warrant Agreement (for equity securities).*
4.12 Form of Warrant Agreement (for debt securities).*
4.13 Form of Purchase Contract Agreement with respect to the Stock Purchase
Contracts (including as Exhibit A thereto the form of Security
Certificate).*
4.14 Form of Pledge Agreement with respect to the Stock Purchase Contracts.*
5 Opinion of Gibson, Dunn & Crutcher regarding the legality of securities
being registered.*
8 Opinion of Gibson, Dunn & Crutcher regarding certain tax matters.*
12 Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings
to Fixed Charges and Preferred Stock Dividends.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5 to this
Registration Statement).*
24 Powers of Attorney (included on pages II-4 and II-5 of this Registration
Statement).****
25 Statement of Eligibility of Trustee on Form T-1.*
</TABLE>
- ---------------
* To be filed by amendment or incorporated by reference in connection with
the offering of the Securities.
** Filed as an exhibit to the Registration Statement on Form S-4 of the
Registrant (File No. 33-87482) and incorporated herein by reference.
*** Filed as an exhibit to the Registration Statement on Form S-4 of the
Registrant (File No. 33-80154) and incorporated herein by reference.
**** Previously filed.
(B) FINANCIAL SCHEDULES.
[Not applicable.]
(C) OPINIONS OF FINANCIAL ADVISORS.
[Not applicable.]
ITEM 17. UNDERTAKINGS
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume
II-2
<PAGE> 25
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 and Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(b) That, for purposes of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(d) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(e) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 15, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
(f) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as a part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the registration
statement as of the time it was declared effective.
(g) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Trust Indenture Act.
II-3
<PAGE> 26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Los Angeles, State of California, on September 26, 1995
THE TIMES MIRROR COMPANY
By: THOMAS UNTERMAN
------------------------------------
Thomas Unterman
Senior Vice President, Chief
Financial Officer and General
Counsel
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following persons in their capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the Board September 26, 1995
- -----------------------------------------------
Robert F. Erburu
* President and Chief September 26, 1995
- ----------------------------------------------- Executive Officer
Mark H. Willes (Principal Executive
Officer)
THOMAS UNTERMAN Senior Vice President, September 26, 1995
- ----------------------------------------------- Chief Financial Officer
Thomas Unterman and General Counsel
(Principal Financial and
Accounting Officer)
* Director September 26, 1995
- -----------------------------------------------
C. Michael Armstrong
* Director September 26, 1995
- -----------------------------------------------
Gwendolyn Garland Babcock
* Director September 26, 1995
- -----------------------------------------------
Donald R. Beall
* Director September 26, 1995
- -----------------------------------------------
John E. Bryson
* Director September 26, 1995
- -----------------------------------------------
Bruce Chandler
* Director September 26, 1995
- -----------------------------------------------
Otis Chandler
</TABLE>
II-4
<PAGE> 27
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------- ------------------------- -------------------
<S> <C> <C>
* Director September 26, 1995
- -----------------------------------------------
Clayton W. Frye, Jr.
* Director September 26, 1995
- -----------------------------------------------
David Laventhol
* Director September 26, 1995
- -----------------------------------------------
Dr. Alfred E. Osborne, Jr.
* Director September 26, 1995
- -----------------------------------------------
Joan A. Payden
* Director September 26, 1995
- -----------------------------------------------
William Stinehart, Jr.
* Director September 26, 1995
- -----------------------------------------------
Harold M. Williams
* Director September 26, 1995
- -----------------------------------------------
Warren B. Williamson
* Director September 26, 1995
- -----------------------------------------------
Dr. Edward Zapanta
*By THOMAS UNTERMAN
- -----------------------------------------------
Thomas Unterman
Attorney-in-fact
</TABLE>
II-5
<PAGE> 28
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
----------- ------------------------------------------------------------- ------------
<C> <S> <C>
1.1 Form of Underwriting Agreement (for equity securities)*......
1.2 Form of Underwriting Agreement (for debt securities)*........
4.1 Restated Certificate of Incorporation of New TMC Inc.**......
4.2 Certificate of Amendment of Restated Certificate of
Incorporation of New TMC Inc.**..............................
4.3 Certificate of Designation of Series C Common Stock, par
value $1.00 per share, of The Times Mirror Company (formerly
New TMC Inc.)**..............................................
4.4 Certificate of Designation of Series A Preferred Stock, par
value $1.00 per share, of The Times Mirror Company***........
4.5 Certificate of Designation of Series B Preferred Stock, par
value $1.00 per share, of The Times Mirror Company***........
4.6 Bylaws of The Times Mirror Company...........................
4.7 Form of the Indenture****....................................
4.8 Form of Certificate of Designation with respect to Preferred
Stock*.......................................................
4.9 Form of the specimen certificate representing shares of
Preferred Stock*.............................................
4.10 Form of the specimen certificate representing shares of
Common Stock*................................................
4.11 Form of Warrant Agreement (for equity securities)*...........
4.12 Form of Warrant Agreement (for debt securities)*.............
4.13 Form of Purchase Contract Agreement with respect to the Stock
Purchase Contracts (including as Exhibit A thereto the form
of Security Certificate)*....................................
4.14 Form of Pledge Agreement with respect to the Stock Purchase
Contracts*...................................................
5 Opinion of Gibson, Dunn & Crutcher regarding the legality of
securities being registered*.................................
8 Opinion of Gibson, Dunn & Crutcher regarding certain tax
matters*.....................................................
12 Computation of Ratio of Earnings to Fixed Charges and Ratio
of Earnings to Fixed Charges and Preferred Stock Dividends...
23.1 Consent of Ernst & Young LLP.................................
23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5 to
this Registration Statement)*................................
24 Powers of Attorney (included on pages II-4 and II-5 of this
Registration Statement)****..................................
25 Statement of Eligibility of Trustee on Form T-1*.............
</TABLE>
- ---------------
* To be filed by amendment or incorporated by reference in connection with
the offering of the Securities.
** Filed as an exhibit to the Registration Statement on Form S-4 of the
Registrant (File No. 33-87482) and incorporated herein by reference.
*** Filed as an exhibit to the Registration Statement on Form S-4 of the
Registrant (File No. 33-80154) and incorporated herein by reference.
**** Previously filed.
<PAGE> 1
THE TIMES MIRROR COMPANY
(A DELAWARE CORPORATION)
BYLAWS
AS AMENDED EFFECTIVE May 2, 1995
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of The Times
Mirror Company (hereinafter called the Corporation) shall be in the City of
Wilmington, County of New Castle, State of Delaware.
SECTION 2. Principal Office. The principal office for the transaction
of the business of the Corporation shall be at Times Mirror Square, in the City
of Los Angeles, County of Los Angeles, State of California. The Board of
Directors (hereinafter called the Board) is hereby granted full power and
authority to change said principal office from one location to another.
SECTION 3. Other Offices. The Corporation may also have an office or
offices at such other place of places, either within or without the State of
Delaware, as the Board may from time to time determine or as the business of
the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. All annual meetings of stockholders and
all other meetings of stockholders shall be held either at the principal office
or at any other place within or without the State of Delaware which may be
designated by the Board pursuant to authority hereinafter granted to said
Board.
SECTION 2. Annual Meetings. Annual meetings of the stockholders of
the Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.
SECTION 3. Special Meetings. Special meetings of the stockholders of
the Corporation for any purpose or purposes may only be called in accordance
with the provisions in the Certificate of Incorporation.
<PAGE> 2
SECTION 4. Notice of Meetings. Except as otherwise required by law,
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him personally, or by
depositing such notice in the United States mail, in a postage prepaid
envelope, directed to him at his post office address furnished by him to the
Secretary of the Corporation for such purpose or, if he shall not have
furnished to the Secretary his address for such purpose, then at his post
office address last known to the Secretary, or by transmitting a notice thereof
to him at such address by telegraph, cable or wireless. Except as otherwise
expressly required by law, no publication of any notice of a meeting of the
stockholders shall be required. Every notice of a meeting of the stockholders
shall state the place, date and hour of the meeting, and, in the case of a
special meeting, shall also state the purpose for which the meeting is called.
Notice of any meeting of stockholders shall not be required to be given to any
stockholder to whom notice may be omitted pursuant to applicable Delaware law
or who shall have waived such notice and such notice shall be deemed waived by
any stockholder who shall attend such meeting in person or by proxy, except a
stockholder who shall attend such meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Except as otherwise expressly
required by law, notice of any adjourned meeting of the stockholders need not
be given if the time and place thereof are announced at the meeting at which
the adjournment is taken.
SECTION 5. Quorum. Except as otherwise required by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof. Subject to the
requirement of a larger percentage vote contained in the Certificate of
Incorporation, these Bylaws or by statute, the stockholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.
In the absence of a quorum at any meeting or any adjournment thereof, a
majority in voting interest of the stockholders present in person or by proxy
and entitled to vote thereat or, in the absence therefrom of all the
stockholders, any officer entitled to preside at, or to act as secretary of,
such meeting may adjourn such meeting from time to time. At any such adjourned
meeting at which a quorum is present any business may be transacted which might
have been transacted at the meeting as originally called.
SECTION 6. Voting. (a) Each stockholder shall, at each meeting of the
stockholders, be entitled to vote in person or by proxy each share of the stock
of the Corporation having voting rights on the matter in question and which
shall have been held by him and registered in his name on the books of the
Corporation:
(i) on the date fixed pursuant to Article VI, Section 5 of
these Bylaws as the record date for the determination of stockholders
entitled to notice of and to vote at such meeting, or
2
<PAGE> 3
(ii) if no such record date shall have been so fixed, then (a)
at the close of business on the day next preceding the day on which
notice of the meeting shall be given or (b) if notice of the meeting
shall be waived, at the close of business on the day next preceding
the day on which the meeting shall be held.
(b) Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity
shall be entitled to vote such stock. Persons whose stock is pledged shall be
entitled to vote, unless in the transfer by the pledgor on the books of the
Corporation he shall have expressly empowered the pledgee to vote thereon in
which case only the pledgee, or his proxy, may represent such stock and vote
thereon. Stock having voting power standing of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or with respect to
which two or more persons have the same fiduciary relationships, shall be voted
in accordance with the provisions of the General Corporation Law of the State
of Delaware.
(c) Any such voting rights may be exercised by the stockholder entitled
thereto in person or by his proxy appointed by an instrument in writing,
subscribed by such stockholder or by his attorney thereunto authorized and
delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders
all matters, except as otherwise provided in the Certificate of Incorporation,
in these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to
vote thereat and thereon, a quorum being present. The vote at any meeting of
the stockholders on any question need not be by ballot, unless so directed by
the chairman of the meeting. On a vote by ballot each ballot shall be signed by
the stockholder voting, or by his proxy, if there be such proxy, and it shall
state the number of shares voted.
SECTION 7. List of Stockholders. The Secretary of the Corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
3
<PAGE> 4
SECTION 8. Judges. If at any meeting of stockholders a vote by
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote. Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability. Such judges shall decide upon the qualification of the voters and
shall certify and report the number of shares represented at the meeting and
entitled to vote on such question, determine the number of votes entitled to be
cast by each share, conduct and accept the votes, and, when the voting is
completed, ascertain and report the number of shares voted respectively for and
against the question, and determine and retain for a reasonable period a record
of the disposition of any challenge made to any determination made by such
judges. Reports of judges shall be in writing and subscribed and delivered by
them to the Secretary of the Corporation. The judges need not be stockholders
of the Corporation, and any officer of the Corporation may be a judge on any
question other than a vote for or against a proposal in which he shall have a
material interest. The judges may appoint or retain other persons or entities
to assist the judges in the performance of the duties of the judges.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. Subject to any requirements in the
Certificate of Incorporation, the Bylaws, and of the Delaware General
Corporation Law as to action which must be authorized or approved by the
stockholders, any and all corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be under
the direction of the Board to the fullest extent permitted by law. Without
limiting the generality of the foregoing, it is hereby expressly declared that
the directors shall have the following powers, to wit:
First - To select and remove all the officers, agents and employees of
the Corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the Certificate of Incorporation or the Bylaws, fix
their compensation, and require from them security for faithful service.
Second - To conduct, manage and control the affairs and business of the
Corporation, and to make such rules and regulations therefor not inconsistent
with law, or with the Certificate of Incorporation or the Bylaws, as they may
deem best.
Third - To change the location of the registered office of the
Corporation in Article I, Section 1 hereof, to change the principal office and
the principal office for the transaction of the business of the Corporation
from one location to another as provided in Article I, Section 2, hereof, to
fix and locate from time to time one or more subsidiary offices of the
Corporation within or without the State of Delaware as provided in Article I,
Section 3 hereof, to designate any place within or without the State of
Delaware for the holding of any stockholders' meeting or meetings; and to
adopt, make and use a corporate seal, and to prescribe the forms of
certificates
4
<PAGE> 5
of stock, and to alter the form of such seal and of such certificates from time
to time, as in their judgment they may deem best, provided such seal and such
certificate shall at all times comply with the provisions of law.
Fourth - To authorize the issue of shares of stock of the Corporation
from time to time, upon such terms and for such considerations as may be lawful.
Fifth - To borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust and
securities therefor.
Sixth - By resolution adopted by a majority of the authorized number of
directors, to designate an executive and other committees, each consisting of
one or more directors, to serve at the pleasure of the Board, and to prescribe
the manner in which proceedings of such committee shall be conducted. Unless
the Board or these Bylaws shall otherwise prescribe the manner of proceedings
of any such committee, meetings of such committee may be regularly scheduled in
advance and may be called at any time by the chairman of the committee or by
any two members thereof; otherwise, the provisions of these Bylaws with respect
to notice and conduct of meetings of the Board shall govern. Any such
committee, to the extent provided in a resolution of the Board and subject to
any restrictions or limitations on the delegation of power and authority
imposed by applicable Delaware law, shall have and may exercise all of the
powers and authority of the Board.
SECTION 2. Number and Term of Office. The authorized number of
directors of this Corporation shall be not less than ten (10) nor more than
twenty (20) until this Section 2 is amended by a resolution duly adopted by the
directors or by the stockholders, in either case in accordance with the
provisions of Section 3 of Article VIII hereof. The authorized number of
directors shall be fixed at sixteen (16) until such authorized number is
changed by a resolution duly adopted by the directors or by the stockholders,
in either case in accordance with the provisions of Section 3 of Article VIII
hereof. Directors need not be stockholders. Each of the directors of the
Corporation shall serve until his or her term has expired and his or her
successor is elected and qualified, or until his or her earlier death,
resignation or removal.
SECTION 3. Election of Directors. The directors shall be elected by
the stockholders of the Corporation, and at each election the persons receiving
the greatest number of votes, up to the number of directors then to be elected,
shall be the persons then elected. The election of directors is subject to any
provision contained in the Certificate of Incorporation relating thereto,
including any provision for a classified Board and for cumulative voting.
SECTION 4. Resignations. Any director of the Corporation may resign
at any time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately
upon receipt, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
5
<PAGE> 6
SECTION 5. Vacancies. Except as otherwise provided in the Certificate
of Incorporation, any vacancy on the Board, whether because of death,
resignation, disqualification, an increase in the number of directors, or any
other cause, may be filled by vote of the majority of the remaining directors,
although less than a quorum. Each director so chosen to fill a vacancy shall
hold office until his successor shall have been elected and shall qualify or
until he shall resign or shall have been removed.
No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.
SECTION 6. Place of Meeting. The Board or any committee thereof may
hold any of its meetings at such place or places within or without the State of
Delaware as the Board or such committee may from time to time by resolution
designate or as shall be designated by the person or persons calling the
meeting or in the notice or a waiver of notice of any such meeting. Directors
may participate in any regular or special meeting of the Board or any committee
thereof by means of conference telephone or similar communications equipment
pursuant to which all persons participating in the meeting of the Board or such
committee can hear each other, and such participation shall constitute presence
in person at such meeting.
SECTION 7. First Meeting. The Board shall meet as soon as practicable
after each annual election of directors and notice of such first meeting shall
not be required.
SECTION 8. Regular Meetings. Regular meetings of the Board may be held
at such times as the Board shall from time to time by resolution determine. If
any day fixed for a regular meeting shall be a legal holiday at the place where
the meeting is to be held, then the meeting shall be held at the same hour and
place on the next succeeding business day not a legal holiday. Except as
provided by law, notice of regular meetings need not be given.
SECTION 9. Special Meetings. Special meetings of the Board for any
purpose or purposes shall be called at any time by the Chairman of the Board
or, if he is absent or unable or refuses to act, by the President or, if he is
absent or unable or refuses to act, or by the Executive Vice President, or if
he is absent or unable or refuses to act, by any Senior Vice President or by
any Vice President or by any two directors. Except as otherwise provided by law
or by these Bylaws, written notice of the time and place of special meetings
shall be delivered personally to each director, or sent to each director by
mail or by other form of written communication, charges prepaid, addressed to
him at his address as it is shown upon the records of the Corporation, or if it
is not so shown on such records and is not readily ascertainable, at the place
in which the meetings of the directors are regularly held. In case such notice
is mailed or telegraphed, it shall be deposited in the United States mail or
delivered to the telegraph company in the County in which the principal office
for the transaction of the business of the Corporation is located at least
forty-eight (48) hours prior to the time of the holding of the meeting. In case
such notice is delivered personally as above provided, it shall be so delivered
at least twenty-four (24) hours prior to the time of the holding of the
meeting. Such mailing, telegraphing or delivery as above provided shall be due,
legal and personal notice to such director. Except where otherwise required by
law or by these Bylaws, notice of the purpose of a special meeting need not be
given.
6
<PAGE> 7
Notice of any meeting of the Board shall not be required to be given to any
director who is present at such meeting, except a director who shall attend
such meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.
SECTION 10. Quorum and Manner of Acting. Except as otherwise provided
in these Bylaws, the Certificate of Incorporation or by applicable law, the
presence of a majority of the authorized number of directors shall be required
to constitute a quorum for the transaction of business at any meeting of the
Board, and all matters shall be decided at any such meeting, a quorum being
present, by the affirmative votes of a majority of the directors present. A
meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, provided any action taken
is approved by at least a majority of the required quorum for such meeting. In
the absence of a quorum, a majority of directors present at any meeting may
adjourn the same from time to time until a quorum shall be present. Notice of
any adjourned meeting need not be given. The directors shall act only as a
Board, and the individual directors shall have no power as such.
SECTION 11. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if consent in writing is given thereto by all members of the
Board or of such committee, as the case may be, and such consent is filed with
the minutes of proceedings of the Board or committee.
SECTION 12. Compensation. Directors who are not employees of the
Corporation or any of its subsidiaries may receive an annual fee for their
services as directors in an amount fixed by resolution of the Board, and in
addition, a fixed fee, with or without expenses of attendance, may be allowed
by resolution of the Board for attendance at each meeting, including each
meeting of a committee of the Board. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity as an officer, agent, employee, or otherwise, and receiving
compensation therefor.
SECTION 13. Committees. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee
to consist of one or more of the directors of the Corporation. Any such
committee, to the extent provided in the resolution of the Board and subject to
any restrictions or limitations on the delegation of power and authority imposed
by applicable Delaware law, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it. Any such committee shall keep written minutes of
its meetings and report the same to the Board at the next regular meeting of
the Board.
7
<PAGE> 8
ARTICLE IV
OFFICERS
SECTION 1. Officers. The officers of the Corporation shall be a
Chairman of the Board, one or more Vice Chairmen of the Board, President, one
or more Executive Vice Presidents, Senior Vice Presidents and Vice Presidents,
a Secretary, a Treasurer, a Controller, one or more Assistant Secretaries,
Assistant Treasurers, and Assistant Controllers, and such other officers as may
be appointed at the discretion of the Board in accordance with the provisions
of Section 3 of this Article IV. One person may hold two or more offices,
except that the Secretary may not hold the offices of Chairman of the Board or
President.
SECTION 2. Election. The officers of the Corporation, except such
officers as may be appointed or elected in accordance with the provisions of
Section 3 or Section 5 of this Article IV, shall be chosen annually by the
Board at the organization meeting hereof, and each shall hold office until he
or she shall resign or shall be removed or otherwise disqualified to serve, or
his or her successor shall be elected and qualified.
SECTION 3. Other Officers. In addition to the officers chosen
annually by the Board at its organization meeting, the Board also may appoint
or elect such other officers as the business of the Corporation may require,
each of whom shall have such authority and perform such duties as are provided
in these Bylaws or as the Board may from time to time specify, and shall hold
office until he or she shall resign or shall be removed or otherwise
disqualified to serve, or his or her successor shall be elected and qualified.
SECTION 4. Removal and Resignation. Any officer may be removed,
either with or without cause, by a majority of the directors at the time in
office, at any regular or special meeting of the Board, or, except in case of
an officer chosen by the Board, by any officer upon whom such power of removal
may be conferred by the Board.
Any office may resign at any time by giving written notice to the Board
or to the President or to the Secretary of the Corporation. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in the Bylaws for regular appointments to such office.
SECTION 6. Chairman of the Board. The Chairman of the Board shall
preside at al meetings of the stockholders and all meetings of the Board of
Directors of the Corporation and shall exercise and perform any other powers
and duties that are assigned to him by the Board of Directors of the
Corporation or by these Bylaws. He shall be a member of the Executive Committee
and shall be an ex officio member of all other committees.
8
<PAGE> 9
SECTION 7. Chief Executive Officer. The Chief Executive Officer of
the Corporation shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and affairs of the
Corporation. He shall have the general powers and duties of management usually
vested in the Chief Executive Officer of a Corporation and shall have such
other powers and duties as may be prescribed by the Board of Directors or by
these Bylaws.
SECTION 8. Vice Chairmen of the Board. The Vice Chairmen of the Board
shall exercise and may perform such powers and duties as may be assigned to them
by the Chairman of the Board, or by the Board, or as may be prescribed by the
Bylaws. In the absence or disability of the Chairman of the Board, or in the
event and during the period of a vacancy in that office, the Vice Chairmen, in
order of their rank as fixed by the Board or, if not ranked, the Vice Chairman
designated by the Board, shall preside at all meetings of the stockholders and
at all meetings of the Board.
SECTION 9. President. The President shall exercise and may perform
such powers and duties with respect to the administration of the business and
affairs of the Corporation as may from time to time be assigned by the Chairman
of the Board, or by the Board, or as may be prescribed by the Bylaws. In the
absence or disability of the Chairman of the Board and Vice Chairmen of the
Board, or in the event and during the period of a vacancy in such office, the
President shall perform all the duties of the Chairman of the Board and when so
acting shall have all of the powers of, and be subject to all the restrictions
upon, the Chairman of the Board and Chief Executive Officer of the Corporation.
SECTION 10. Executive Vice Presidents. The Executive Vice Presidents
shall exercise and may perform such powers and duties with respect to the
administration of the business and affairs of the Corporation as may from time
to time be assigned by the Chairman of the Board, or the Board, or as may be
prescribed by these Bylaws. In the absence or disability of the Chairman of
the Board, Vice Chairmen of the Board and the President, the Executive Vice
Presidents in order of their rank as fixed by the Board or, if not ranked, the
Executive Vice President designated by the Board, shall perform all of the
duties of the Chairman of the Board and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the Chairman of the
Board and Chief Executive Officer of the Corporation.
SECTION 11. Senior Vice Presidents and Vice Presidents. The Senior
Vice Presidents and Vice Presidents shall exercise and may perform such powers
and duties with respect to the Corporation as may from time to time be assigned
to each of them by the Chairman of the Board, a Vice Chairman of the Board, the
President, an Executive Vice President, or the Board, or as may be prescribed
by these Bylaws. In the absence or disability of the Chairman of the Board,
the Vice Chairmen of the Board, the President and the Executive Vice
Presidents, the Senior Vice President and Vice President in order of their rank
as fixed by the Board or, if not ranked, the Senior Vice President or Vice
President designated by the Board, shall perform all of the duties of the
Chairman of the Board, and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the Chairman of the Board and Chief
Executive Officer of the Corporation.
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<PAGE> 10
SECTION 12. Secretary. The Secretary shall keep, or cause to be kept,
at the principal office, or such other place as the Board may order, a book of
minutes of all meetings of directors and stockholders, with the time and place
of holding, whether regular or special, and if special, how authorized and the
notice thereof given, the names of those present at directors' meetings, the
number of shares present or represented at stockholders' meetings, and the
proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office
or at the office of the Corporation's transfer agent, a share register, or a
duplicate share register, showing the names of the stockholders and their
addresses, the number of classes of shares held by each, the number and date of
certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the
meetings of the stockholders and of the Board required by these Bylaws or by
law to be given, and he shall keep the seal of the Corporation in safe custody,
and shall have such other powers and perform such other duties as may be
prescribed by these Bylaws or assigned by the Board, the Chairman of the Board,
a Vice Chairman of the Board, the President, an Executive Vice President or any
Senior Vice President or Vice President to whom the Secretary may report. If
for any reason the Secretary shall fail to give notice of any special meeting
of the Board called by one or more of the persons identified in the first
paragraph of Section 9, Article III, or if the Secretary shall fail to give
notice of any special meeting of the stockholders called by one or more of the
persons identified in Section 2, Article II, then any such person or persons
may give notice of any such special meeting.
SECTION 13. Treasurer. The Treasurer shall supervise, have custody of
and be responsible for all funds and securities of the Corporation. The
Treasurer shall deposit all moneys and other valuables in the name and to the
credit of the Corporation with such depositaries as may be designated by the
Board or in accordance with authority delegated by the Board. The Treasurer
shall disburse the funds of the Corporation as may be ordered or authorized by
the Board, shall render to the Chairman of the Board, the President and the
directors, whenever they request it, an account of all transactions as
Treasurer and shall have such other powers and perform such other duties as may
be prescribed by these Bylaws or assigned by the Board, the Chairman of the
Board, a Vice Chairman of the Board, the President, an Executive Vice President
or any Senior Vice President or Vice President to whom the Treasurer may
report.
SECTION 14. Controller. The Controller shall keep and maintain, or
cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
surplus and shares. Any surplus, including earned surplus, paid-in surplus and
surplus arising from a reduction of stated capital, shall be classified
according to source and shown in a separate account. The books of account shall
at all reasonable times be open to inspection by any director.
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<PAGE> 11
The Controller also shall supervise the maintenance of adequate and
correct accounts of the properties and business transactions of all subsidiaries
of the Corporation and shall have such other powers and perform such other
duties as may from time to time be prescribed by these Bylaws or assigned to
him by the Board, the Chairman of the Board, a Vice Chairman of the Board, the
President, an Executive Vice President or any Senior Vice President or Vice
President to whom the Controller may report.
ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 1. Execution of Contracts. The Board, except as otherwise
provided in these Bylaws, may authorize any officer or officers, or agent or
agents, to enter into any contract or execute any instrument in the name or and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws,
no officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.
SECTION 2. Checks, Drafts, Etc. All checks, drafts or other orders
for payment of money, notes or other evidence of indebtedness, issued in the
name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board. Each such officer, assistant, agent or attorney
shall give such bond, if any, as the Board may require.
SECTION 3. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositaries as the Board may select,
or as may be selected by any officer or officers, assistant or assistants, agent
or agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the
purpose of collection for the account of the Corporation, the President,
any Vice President or the Treasurer (or any other officer or officers,
assistant or assistants, agent or agents, or attorney or attorneys of the
Corporation who shall from time to time be determined by the Board) may endorse,
assign and deliver checks, drafts and other orders for the payment of money
which are payable to the order of the Corporation.
SECTION 4. General and Special Bank Accounts. The Board may from time
to time authorize the opening and keeping of general and special bank accounts
with such banks, trust companies or other depositaries as the Board may select
or at may be selected by any officer or officers, assistant or assistants, agent
or agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.
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<PAGE> 12
ARTICLE VI
SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
Chairman of the Board, or the President or the Executive Vice President or a
Senior Vice President or a Vice President, and by the Secretary or an Assistant
Secretary. Any of or all of the signatures on the certificates may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon any such certificate shall
thereafter have ceased to be such officer, transfer agent or registrar before
such certificate is issued, such certificate may nevertheless be issued by the
Corporation with the same effect as though the person who signed such
certificate, or whose facsimile signature shall have been placed thereupon,
were such officer, transfer agent or registrar at the date of issue. A record
shall be kept of the respective names of the persons, firms or corporations
owning the stock represented by such certificates, the number and class of
shares represented by such certificates, respectively, and the respective dates
thereof, and in case of cancellation, the respective dates of cancellation.
Every certificate surrendered to the Corporation for exchange or transfer shall
be canceled, and no new certificate or certificates shall be issued in exchange
for any existing certificate until such existing certificate shall have been so
canceled, except in case provided for in Section 4 of this Article VI.
SECTION 2. Transfer of Stock. Transfer of shares of stock of the
Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary, or with a transfer clerk
or a transfer agent appointed as provided in Section 3 of Article VI, and upon
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon. The person in whose name shares of stock
stand on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation. Whenever any transfer of shares shall be
made for collateral security, and not absolutely, such fact shall be so stated
expressly in the entry of transfer if, when the certificate or certificates
shall be presented to the Corporation for transfer, both the transferor and the
transferee request the Corporation to do so.
SECTION 3. Regulations. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these Bylaws, concerning
the issue, transfer and registration of certificates for shares of the stock of
the Corporation. It may appoint, or authorize any officer or officers to
appoint, one or more transfer clerks or one or more transfer agents and one or
more registrars, and may require all certificates for stock to bear the
signature or signatures of any of them.
SECTION 4. Lost, Stolen, Destroyed, and Mutilated Certificates. In any
case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon
12
<PAGE> 13
proof of such loss, theft, destruction, or mutilation and upon the giving of a
bond of indemnity to the Corporation in such form and in such sum as the Board
may direct; provided, however, that a new certificate may be issued without
requiring any bond when, in the judgment of the Board, it is proper to do so.
SECTION 5. Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any other
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which shall not be more
than 60 nor less than 10 days before the date of such meeting, nor more than 60
days prior to any other event for which a record date is fixed. When a record
date is so fixed, only stockholders who are such of record on that date are
entitled to notice of and to vote at the meeting or to give written consent
without a meeting, or to receive any such report, dividend, distribution, or
allotment or rights, or to exercise the rights, as the case may be,
notwitstanding any transfer of any shares on the books of the Corporation after
the record date. If in any case involving the determination of stockholders
for any purpose other than notice of or voting as a meeting of stockholders or
expressing consent to corporate action without a meeting the Board shall not
fix such a record date, the record date for determining stockholders for such
purpose shall be the close of business on the day on which the Board shall
adopt the resolution relating thereto. A determination of stockholders
entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of such meeting, provided, however, that the Board may fix a
new record date for the adjourned meeting.
ARTICLE VII
INDEMNIFICATION
SECTION 1. Actions, Etc. Other Than by or in the Right of the
Corporation. The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any
13
<PAGE> 14
criminal action or proceeding, that he had reasonable cause to believe that
his conduct was unlawful.
SECTION 2. Actions, Etc., by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer or employee of the Corporation,
or is or was serving at the request of the Corporation as a director, officer
or employee of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
SECTION 3. Indemnification of Agents. The Corporation may, but only to
the extent that the Board of Directors may (but shall not be obligated to)
authorize from time to time, grant rights to indemnification and to the
advancement of expenses to any agent of the Corporation to the fullest extent
of the provisions of this Article VII as they apply to the indemnification and
advancement of expenses of directors and officers of the Corporation.
SECTION 4. Determination of Right of Indemnification. Any
indemnification under Section 1 of this Article VII or Section 2 of this
Article VII (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer or employee is proper in the circumstances because he has
met the applicable standard of conduct set forth in Section 1 of this Article
VII or Section 2 of this Article VII. Such determination shall be made (i) by
the Board by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.
SECTION 5. Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Article, to the extent that a
director, officer or employee of the Corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
Section 1 of this Article VII or Section 2 of this Article VII, or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
SECTION 6. Prepaid Expenses. Expenses incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid
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<PAGE> 15
by the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of
an undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the Board deems appropriate.
SECTION 7. Other Rights and Remedies. The indemnification provided by
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwis, both as to action in his
official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer or employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.
SECTION 8. Insurance. Upon resoluton passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer or employee of the Corporation, or is or was serving
at the request of the Corporation as a director, officer of employee of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporaton would have the
power to indemnify him against such liability under the provisions of this
Article.
SECTIN 9. Constituent Corporations. For the purposes of this Article,
references to the "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer of employee
of such a constituent corporation or is or was serving at the request of such
constituent corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise shall stand
in the same position under the provisions of this Article with respect to the
resulting or surviving corporation as he would if he had served the resulting
or surviving corporation in the same capacity.
SECTION 10. Other Enterprises, Fines and Serving at the Corporation's
Request. For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include
any service as a director, officer or employee of the corporation which imposes
duties on, or involves services by, such director, officer or employee with
respect to an employee benefit plan, its participants, or beneficiaries, and a
person who acted in good faith and in a manner he reasonable believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a mannner "not opposed to the best interests
of the Corporation" as referred to in this Article.
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<PAGE> 16
ARTICLE VIII
MISCELLANEOUS
SECTION 1. Seal. The Board shall adopt a corporate seal, which shall
be in the form of a circle and shall bear the name of the Corporation and words
showing that the Corporation is incorporated in the State of Delaware.
SECTION 2. Waiver of Notices. Whenever notice is required to be given
by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or
after the time stated therein, and such waiver shall be deemed equivalent to
notice.
SECTION 3. Amendments. Except as otherwise provided herein or in the
Certificate of Incorporation, these Bylaws, or any of them, may be altered,
amended, repealed or rescinded and new Bylaws may be adopted, (i) by the Board,
or (ii) by the stockholders, at any annual meeting of stockholders, or at any
special meeting of stockholders, provided that notice of such proposed
alteration, amendment, repeal, rescission or adoption is given in the notice of
meeting.
SECTION 4. Representation of Other Corporations. The Chairman of the
Board or the President or the Executive Vice President or a Senior Vice
President or any Vice President or the Secretary or any Assistant Secretary of
this Corporation are authorized to vote, represent and exercise on behalf of
this Corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of this Corporation. The
authority herein granted to said officers to vote or represent on behalf of
this Corporation any and all shares held by this Corporation in any other
corporation or corporations may be exercised either by such officers in person
or by any person authorized so to do by proxy or power of attorney duly
executed by said officers.
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EXHIBIT 12
THE TIMES MIRROR COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31 ENDED
---------------------------------------------------- JUNE 30,
1990 1991 1992 1993 1994 1995
-------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges
Interest expense............... $ 74,817 $ 76,724 $ 74,281 $ 84,054 $ 69,459 $ 13,816
Interest related to ESOP(a).... 6,473 5,074 4,113 2,611 1,376
Capitalized interest........... 17,802 13,537 3,963 391 1,142 361
Portion of rents deemed to be
interest.................... 21,180 21,190 21,857 21,007 20,480 11,406
Amortization of debt expense... 512 866 600 995 339 35
-------- -------- -------- -------- -------- --------
Total Fixed Charges.... $120,784 $117,391 $104,814 $109,058 $ 92,796 $ 25,618
======== ======== ======== ======== ======== ========
Earnings
Income (loss) from continuing
operations before income
taxes....................... $204,399 $ 55,348 $ (7,102) $109,785 $247,747 $ 79,868
Fixed charges, less capitalized
interest and interest
related to ESOP(a).......... 96,509 98,780 96,738 106,056 90,278 25,257
Amortization of capitalized
interest.................... 3,937 4,576 5,963 4,222 4,229 1,961
Distributed income from less
than 50% owned
unconsolidated affiliates... 9,191 190 214 281 292
Subtract: Equity loss (income)
from less than 50% owned
unconsolidated affiliates... (5,901) (2,857) 2,025 1,067 1,158 (1,289)
-------- -------- -------- -------- -------- --------
Total Earnings......... $308,135 $156,037 $ 97,838 $221,411 $343,704 $105,797
======== ======== ======== ======== ======== ========
Ratio of earnings to fixed
charges........................ 2.6 1.3 (b) 2.0 3.7 4.1
</TABLE>
- ---------------
(a) The Company has guaranteed repayment of debt of the Employee Stock Ownership
Plan and, accordingly, has included the related interest in fixed charges.
This debt was repaid on December 15, 1994.
(b) Earnings are approximately $7 million lower than the amount needed to cover
fixed charges in this year, as earnings in 1992 were impacted by over $200
million in restructuring charges.
Page 1 of 2
<PAGE> 2
EXHIBIT 12
THE TIMES MIRROR COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30,
1995
----------
<S> <C>
Fixed Charges
Interest expense.............................................................. $ 13,816
Capitalized interest.......................................................... 361
Portion of rents deemed to be interest........................................ 11,406
Amortization of debt expense.................................................. 35
--------
Total Fixed Charges................................................... 25,618
Preferred Stock Dividend Requirements........................................... 31,468
--------
Fixed Charges and Preferred Stock Dividends........................... $ 57,086
========
Earnings
Income from continuing operations before income taxes......................... $ 79,868
Fixed charges, less capitalized interest...................................... 25,257
Amortization of capitalized interest.......................................... 1,961
Subtract: Equity income from less than 50% owned unconsolidated affiliates.... (1,289)
--------
Total Earnings........................................................ $105,797
========
Ratio of earnings to fixed charges and preferred stock dividends................ 1.9
</TABLE>
Page 2 of 2
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 33-62165) and related Prospectus of The
Times Mirror Company and to the incorporation by reference therein of our report
dated February 1, 1995, with respect to the consolidated financial statements
and schedule of The Times Mirror Company included in its Annual Report (Form
10-K) for the year ended December 31, 1994, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
September 26, 1995
