<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1996
REGISTRATION NO. 33-62165
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
CHAIRMAN OF THE BOARD, 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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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 FEBRUARY 26, 1996
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, 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.
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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.
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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 , 1996
<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, June 30, 1995 and September 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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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>
NINE MONTHS
YEAR ENDED DECEMBER 31 ENDED
---------------------------------------- SEPTEMBER 30,
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges 2.6x 1.3x (a) 2.0x 3.8x (b)
Ratio of earnings to fixed charges and
preferred stock dividends N/A N/A N/A N/A N/A (c)
</TABLE>
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(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.
(b) Earnings are approximately $237 million lower than the amount needed to
cover fixed charges in this period, as earnings were impacted by
approximately $383 million in restructuring charges.
(c) Earnings are approximately $291 million lower than the amount needed to
cover fixed charges and preferred stock dividends in this period, as
earnings were impacted by approximately $383 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, capitalized interest, 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 period 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 (or the method by which such rate or rates will be determined), 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 or exchangeable into shares of Common
Stock or any other security of the Company or other entities and the terms of
any such conversion or exchange; 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
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<PAGE> 6
purpose and at any other office or agency maintained for such purpose. Unless
otherwise indicated in the 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.
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<PAGE> 7
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 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
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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 (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 New York law.
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DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue: (i) 500,000,000 shares of Series A
Common Stock, of which 76,860,290 shares were issued and outstanding at February
22, 1996; (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 $1.00
per share ("Series C Common Stock"), of which 27,937,624 shares were issued and
outstanding at February 22, 1996; 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 February 22, 1996 and (b) 25,000,000 shares are designated Series
B Preferred Stock, of which 7,789,276 were issued and outstanding at February
22, 1996.
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
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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.
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.
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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 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
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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 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,
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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 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.
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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 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
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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.
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.
14
<PAGE> 16
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 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. It is not possible to identify the date on
which the assets of the Chandler Trusts may be distributed to their respective
beneficiaries as the assets of those trusts are to be distributed
15
<PAGE> 17
upon the death of the last of a list of specified persons. 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 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
16
<PAGE> 18
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.
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, 1998 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
17
<PAGE> 19
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.
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;
18
<PAGE> 20
(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.
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
19
<PAGE> 21
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.
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
- ------------------------------------------------------
- ------------------------------------------------------
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.......... 8
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
--------------------
, 1996
- ------------------------------------------------------
- ------------------------------------------------------
<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........................................ 1,000
Exchange listing fees............................................. 0
Printing expenses................................................. 25,000
Legal fees and expenses........................................... 15,000
Accounting fees and expenses...................................... 35,000
Trustee's fees and expenses (including counsel fees).............. 15,000
Miscellaneous..................................................... 0
--------
Total................................................... $159,966
========
</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.**
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 February 23, 1996.
THE TIMES MIRROR COMPANY
By: THOMAS UNTERMAN
------------------------------------
Thomas Unterman
Senior Vice President and Chief
Financial Officer
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, February 23, 1996
- ----------------------------------------------- President, and Chief
Mark H. Willes Executive Officer
(Principal Executive
Officer)
THOMAS UNTERMAN Senior Vice President and February 23, 1996
- ----------------------------------------------- Chief Financial Officer
Thomas Unterman (Principal Financial and
Accounting Officer)
Executive Vice President February , 1996
- ----------------------------------------------- and Director
Richard T. Schlosberg III
* Director February 23, 1996
- -----------------------------------------------
C. Michael Armstrong
* Director February 23, 1996
- -----------------------------------------------
Gwendolyn Garland Babcock
* Director February 23, 1996
- -----------------------------------------------
Donald R. Beall
* Director February 23, 1996
- -----------------------------------------------
John E. Bryson
* Director February 23, 1996
- -----------------------------------------------
Bruce Chandler
* Director February 23, 1996
- -----------------------------------------------
Otis Chandler
* Director February 23, 1996
- -----------------------------------------------
Robert F. Erburu
* Director February 23, 1996
- -----------------------------------------------
Clayton W. Frye, Jr.
</TABLE>
II-4
<PAGE> 27
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------- -------------------------- -------------------
<S> <C> <C>
* Director February 23, 1996
- -----------------------------------------------
David Laventhol
* Director February 23, 1996
- -----------------------------------------------
Dr. Alfred E. Osborne, Jr.
* Director February 23, 1996
- -----------------------------------------------
Joan A. Payden
* Director February 23, 1996
- -----------------------------------------------
William Stinehart, Jr.
* Director February 23, 1996
- -----------------------------------------------
Harold M. Williams
* Director February 23, 1996
- -----------------------------------------------
Warren B. Williamson
* Director February 23, 1996
- -----------------------------------------------
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
EXHIBIT 12
THE TIMES MIRROR COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED DECEMBER 31 ENDED
---------------------------------------------------- SEPTEMBER 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 $ 69,322 $ 21,740
Interest related to
ESOP(a)................... 6,473 5,074 4,113 2,611 1,376
Capitalized interest......... 17,802 13,537 3,963 391 1,142 485
Portion of rents deemed to be
interest.................. 21,180 21,190 21,857 21,007 20,418 16,787
Amortization of debt
expense................... 512 866 600 995 339 43
-------- -------- -------- -------- -------- ---------
Total Fixed
Charges............ $120,784 $117,391 $104,814 $109,058 $ 92,597 $ 39,055
======== ======== ======== ======== ======== =========
Earnings (Loss)
Income (loss) from continuing
operations before income
taxes..................... $204,399 $ 55,348 $ (7,102) $109,785 $257,899 $(238,229)
Fixed charges, less
capitalized interest and
interest related to
ESOP(a)................... 96,509 98,780 96,738 106,056 90,079 38,570
Amortization of capitalized
interest.................. 3,937 4,576 5,963 4,222 4,229 3,362
Distributed income from less
than 50% owned
unconsolidated
affiliates................ 9,191 190 214 281 292 96
Subtract: Equity loss
(income) from less than
50% owned unconsolidated
affiliates................ (5,901) (2,857) 2,025 1,067 1,158 (1,764)
-------- -------- -------- -------- -------- ---------
Total Earnings
(Loss)............. $308,135 $156,037 $ 97,838 $221,411 $353,657 $(197,965)
======== ======== ======== ======== ======== =========
Ratio of earnings to fixed
charges...................... 2.6x 1.3x (b) 2.0x 3.8x (c)
</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.
(c) Earnings are approximately $237 million lower than the amount needed to
cover fixed charges in this period, as earnings in this period were impacted
by approximately $383 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>
NINE MONTHS
ENDED
SEPTEMBER 30,
1995
-------------
<S> <C>
Fixed Charges
Interest expense........................................................... $ 21,740
Capitalized interest....................................................... 485
Portion of rents deemed to be interest..................................... 16,787
Amortization of debt expense............................................... 43
---------
Total Fixed Charges................................................ 39,055
Preferred Stock Dividend Requirements........................................ 54,154
---------
Fixed Charges and Preferred Stock Dividends........................ $ 93,209
=========
Earnings (Loss)
Loss from continuing operations before income taxes........................ $(238,229)
Fixed charges, less capitalized interest................................... 38,570
Amortization of capitalized interest....................................... 3,362
Distributed income from less than 50% owned unconsolidated affiliates...... 96
Subtract: Equity income from less than 50% owned unconsolidated
affiliates.............................................................. (1,764)
---------
Total Loss......................................................... $(197,965)
=========
Ratio of earnings to fixed charges and preferred stock dividends............. (a)
</TABLE>
- ---------------
(a) Earnings are approximately $291 million lower than the amount needed to
cover fixed charges and preferred stock dividends in this period, as
earnings were impacted by approximately $383 million in restructuring
charges.
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
February 22, 1996
<PAGE> 1
EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee
pursuant to Section 305(b)(2) _____
_____________________________________
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. employer
identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
Citibank, N.A.
120 Wall Street
New York, NY 10043
Attn: Corporate Agency & Trust Department
_____________________________________
THE TIMES MIRROR COMPANY
(Exact name of obligor as specified in its charter)
Delaware 95-4481525
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Times Mirror Square
Los Angeles, California 90053
(Address of Principal Executive Offices) (Zip Code)
_____________________________________
Debt Securities
(Title of the indenture securities)
<PAGE> 2
1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Comptroller of the Currency, Washington, D.C.
Federal Reserve Bank of New York
35 Liberty Street, New York, NY
Federal Deposit Insurance Corporation
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation
None.
16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect.
(Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to commence
business. (Exhibit 2 to T-1 to Registration Statement No.
2-29577)
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust
powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to
Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
2
<PAGE> 3
Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939. (Exhibit 6 to T-1 to Registration
Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of the Trustee.
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
_____________________
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 22nd day
of February, 1996.
CITIBANK, N.A.
By /s/ Anja Dahlberg
-------------------------------
Anja Dahlberg
Senior Trust Officer
3
<PAGE> 4
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF
Citibank, N.A.
of New York in the State of New York, at the close of business on December 31,
1995, published in response to call made by Comptroller of the Currency, under
Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of
the Currency Northeastern District.
<TABLE>
<CAPTION>
ASSETS
THOUSANDS
OF DOLLARS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ............................. $7,451,000
Interest-bearing balances ...................................................... 9,256,000
Held-to-maturity securities ...................................................... 0
Available-for-sale securities .................................................... 15,587,000
Federal funds sold and securities purchased under agreements to resell in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds sold ............................................................. 3,981,000
Securities purchased under agreements to resell ................................ 423,000
Loans and lease financing receivables:
Loans and Leases, net of unearned income .......................... $145,221,000
LESS: Allowance for loan and lease losses ......................... 4,403,000
------------
Loans and leases, net of unearned income, allowance, and reserve ................. 140,818,000
Trading assets ................................................................... 28,407,000
Premises and fixed assets (including capitalized leases) ......................... 3,454,000
Other real estate owned .......................................................... 849,000
Investments in unconsolidated subsidiaries and associated companies .............. 1,181,000
Customers' liability to this bank on acceptances outstanding ..................... 1,542,000
Intangible assets ................................................................ 14,000
Other assets ..................................................................... 7,147,000
------------
TOTAL ASSETS ..................................................................... $220,110,000
============
LIABILITIES
Deposits:
In domestic offices ............................................................ $35,377,000
Noninterest-bearing ................................................ $13,214,000
Interest-bearing ................................................... 22,163,000
------------
In foreign offices, Edge and Agreement subsidiaries, and IBFs .................... 121,599,000
Noninterest-bearing ................................................ 8,014,000
Interest-bearing ................................................... 113,585,000
------------
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in
IBFs:
Federal funds purchased ........................................................ 1,852,000
Securities sold under agreements to repurchase ................................. 556,000
Trading liabilities .............................................................. 17,544,000
Other borrowed money:
With original maturity of one year or less ..................................... 7,740,000
With original maturity of more than one year ................................... 5,788,000
Mortgage indebtedness and obligations under capitalized leases ................... 95,000
Bank's liability on acceptances executed and outstanding ......................... 1,559,000
Subordinated notes and debentures ................................................ 4,700,000
Other liabilities ................................................................ 8,483,000
------------
TOTAL LIABILITIES ................................................................ $205,293,000
============
EQUITY CAPITAL
Common stock ..................................................................... $751,000
Surplus .......................................................................... 6,744,000
Undivided profits and capital reserves ........................................... 7,816,000
Net unrealized holding gains (losses) on available-for-sale securities ........... 62,000
Cumulative foreign currency translation adjustments .............................. (556,000)
------------
TOTAL EQUITY CAPITAL ............................................................. $ 14,817,000
------------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND
EQUITY CAPITAL .................................................................. $220,110,000
============
</TABLE>
I, Roger W. Trupin, Controller of the above-named bank do hereby declare that
this Report of Condition is true and correct to the best of my knowledge and
belief.
ROGER W. TRUPIN
We, the undersigned directors, attest to the correctness of this Report of
Condition. We declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions and
is true and correct.
PEI-YUAN CHIA
WILLIAM R. RHODES
PAUL J. COLLINS
DIRECTORS
