TIMES MIRROR CO /NEW/
SC 13G/A, 1996-01-31
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
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<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                  Schedule 13G


                   Under the Securities Exchange Act of 1934
                            (Amendment No.    7  )*

                            THE TIMES MIRROR COMPANY
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                Series C Common Stock, par value $1.00 per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                  887 364 30 5
- --------------------------------------------------------------------------------
                                 (CUSIP Number)



Check the following box if a fee is being paid with this statement [ ]. 
(A fee is not required only if the filing person:  (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.) 
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).





                        (Continued on following page(s))
                               Page 1 of 26 Pages
<PAGE>   2
CUSIP No. 887364 30 5                13G                     Page 2 of 26 Pages 
                                     

<TABLE>
       <S>                                                                                                  <C>
       1     NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
             Chandis Securities Company



       2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                                                            (A)  [ ]

             N/A                                                                                            (B)  [ ]

       3     SEC USE ONLY



       4     CITIZENSHIP OR PLACE OF ORGANIZATION
                                                 
             California



          NUMBER OF         5     SOLE VOTING POWER
                                  0
            SHARES   
                            6     SHARED VOTING POWER     
         BENEFICIALLY             9,656,432               

           OWNED BY                                                          
                                                          
             EACH           7     SOLE DISPOSITIVE POWER  
                                  0                       
          REPORTING                                       
                                                          
            PERSON          8     SHARED DISPOSITIVE POWER
                                  9,656,432               
             WITH                                                


       9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
             9,656,432


       10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

             N/A


       11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
             34.6%


       12    TYPE OF REPORTING PERSON*

             CO
</TABLE>

                      *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>   3
CUSIP No. 887364 30 5                13G                      Page 3 of 26 Pages



<TABLE>
       <S>                                                                                                  <C>
       1     NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

             Gwendolyn Garland Babcock


       2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                                                            (A) [ ]

             N/A                                                                                            (B) [ ]

       3     SEC USE ONLY



       4     CITIZENSHIP OR PLACE OF ORGANIZATION
                                                 
             U.S.


          NUMBER OF         5     SOLE VOTING POWER

            SHARES                0

         BENEFICIALLY       6     SHARED VOTING POWER

           OWNED BY               20,775,315

             EACH           7     SOLE DISPOSITIVE POWER

          REPORTING               0

            PERSON
                            8     SHARED DISPOSITIVE POWER
             WITH                 20,775,315


       9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             20,775,315


       10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

             N/A

       11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

             74.4%


       12    TYPE OF REPORTING PERSON*

             00 (Trustee)
</TABLE>

                      *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>   4
CUSIP No. 887364 30 5                13G                      Page 4 of 26 Pages



<TABLE>
       <S>                                                                                                  <C>
       1     NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

             Bruce Chandler


       2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                                                            (A) [ ]

             N/A                                                                                            (B) [ ]

       3     SEC USE ONLY



       4     CITIZENSHIP OR PLACE OF ORGANIZATION
                                                 
             U.S.


          NUMBER OF         5     SOLE VOTING POWER

            SHARES                0

         BENEFICIALLY       6     SHARED VOTING POWER

           OWNED BY               20,757,246

             EACH           7     SOLE DISPOSITIVE POWER

          REPORTING               0

            PERSON
                            8     SHARED DISPOSITIVE POWER
             WITH                 20,757,246


       9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             20,757,246


       10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

             N/A

       11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

             74.3%


       12    TYPE OF REPORTING PERSON*

             00 (Trustee)
</TABLE>

                      *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>   5
CUSIP No. 887364 30 5                13G                      Page 5 of 26 Pages



<TABLE>
       <S>                                                                                                  <C>
       1     NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

             Otis Chandler


       2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                                                            (A) [ ]

             N/A                                                                                            (B) [ ]

       3     SEC USE ONLY



       4     CITIZENSHIP OR PLACE OF ORGANIZATION
                                                 
             U.S.


          NUMBER OF         5     SOLE VOTING POWER

            SHARES                42

         BENEFICIALLY       6     SHARED VOTING POWER

           OWNED BY               20,819,993

             EACH           7     SOLE DISPOSITIVE POWER

          REPORTING               42

            PERSON
                            8     SHARED DISPOSITIVE POWER
             WITH                 20,819,993


       9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             20,820,035


       10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

             N/A

       11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

             74.5%


       12    TYPE OF REPORTING PERSON*

             00 (Trustee)
</TABLE>

                      *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>   6
CUSIP No. 887364 30 5                13G                     Page 6 of 26 Pages



<TABLE>
       <S>                                                                                                  <C>
       1     NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

             Camilla Chandler Frost


       2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                                                            (A) [ ]

             N/A                                                                                            (B) [ ]

       3     SEC USE ONLY



       4     CITIZENSHIP OR PLACE OF ORGANIZATION
                                                 
             U.S.


          NUMBER OF         5     SOLE VOTING POWER

            SHARES                0

         BENEFICIALLY       6     SHARED VOTING POWER

           OWNED BY               20,757,246

             EACH           7     SOLE DISPOSITIVE POWER

          REPORTING               0

            PERSON
                            8     SHARED DISPOSITIVE POWER
             WITH                 20,757,246


       9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             20,757,246


       10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

             N/A

       11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

             74.3%


       12    TYPE OF REPORTING PERSON*

             00 (Trustee)
</TABLE>

                      *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>   7
CUSIP No. 887364 30 5                13G                      Page 7 of 26 Pages



<TABLE>
       <S>                                                                                                  <C>
       1     NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

             Douglas Goodan


       2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                                                            (A)  [ ]

             N/A                                                                                            (B)  [ ]

       3     SEC USE ONLY



       4     CITIZENSHIP OR PLACE OF ORGANIZATION
                                                 
             U.S.


          NUMBER OF         5     SOLE VOTING POWER
                     
            SHARES                0
                     
         BENEFICIALLY       6     SHARED VOTING POWER
                     
           OWNED BY               20,757,246

             EACH           7     SOLE DISPOSITIVE POWER

          REPORTING               0

            PERSON
                            8     SHARED DISPOSITIVE POWER
             WITH                 20,757,246


       9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             20,757,246


       10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

             N/A

       11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

             74.3%


       12    TYPE OF REPORTING PERSON*

             00 (Trustee)
</TABLE>

                      *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>   8
CUSIP No. 887364 30 5                13G                      Page 8 of 26 Pages



<TABLE>
       <S>                                                                                                  <C>
       1     NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

             Judy C. Webb


       2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                                                            (A) [ ]

             N/A                                                                                            (B) [ ]

       3     SEC USE ONLY



       4     CITIZENSHIP OR PLACE OF ORGANIZATION
                                                 
             U.S.


          NUMBER OF         5     SOLE VOTING POWER

            SHARES                0

         BENEFICIALLY       6     SHARED VOTING POWER

           OWNED BY               20,757,246

             EACH           7     SOLE DISPOSITIVE POWER

          REPORTING               0

            PERSON
                            8     SHARED DISPOSITIVE POWER
             WITH                 20,757,246


       9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             20,757,246


       10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

             N/A

       11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

             74.3%


       12    TYPE OF REPORTING PERSON*

             00 (Trustee)
</TABLE>

                      *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>   9
CUSIP No. 887364 30 5                13G                      Page 9 of 26 Pages



<TABLE>
       <S>                                                                                                  <C>
       1     NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

             Warren B. Williamson


       2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                                                            (A) [ ]

             N/A                                                                                            (B) [ ]

       3     SEC USE ONLY



       4     CITIZENSHIP OR PLACE OF ORGANIZATION
                                                 
             U.S.


          NUMBER OF         5     SOLE VOTING POWER
                       
            SHARES                0
                       
         BENEFICIALLY       6     SHARED VOTING POWER
                       
           OWNED BY               20,757,246
                      
             EACH           7     SOLE DISPOSITIVE POWER

          REPORTING               0

            PERSON
                            8     SHARED DISPOSITIVE POWER
             WITH                 20,757,246


       9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             20,757,246


       10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

             N/A

       11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

             74.3%


       12    TYPE OF REPORTING PERSON*

             00 (Trustee)
</TABLE>

                      *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>   10
CUSIP No. 887364 30 5                13G                     Page 10 of 26 Pages



Item 1.          Issuer.

         (a)     Name of Issuer:

                 The Times Mirror Company (the "Issuer")

         (b)     Address of Issuer's Principal Executive Offices:

                 Times Mirror Square
                 Los Angeles, California 90053


Item 2.          Security and Background.

         (a)     Name of Person Filing:

                 The person filing this Schedule 13G is Chandis Securities
                 Company ("CSC"), a corporation.

         (b)     Principal Business Address:

                 The principal business address of CSC is 350 West Colorado
                 Boulevard, Pasadena, California 91105.

         (c)     Place of Organization:

                 CSC is organized in California.

         (d)     Title and Class of Securities:

                 Series C Common Stock

         (e)     CUSIP No.:

                 887364 30 5

Item 3.          Filings under Rules 13d-1(b), or 13d-2(b).

                 Not Applicable.

Item 4.          Ownership.

         (a)     Amount Beneficially Owned:

                 9,656,432

         (b)     Percent of Class:

                 Approximately 36.4%
<PAGE>   11
CUSIP No. 887364 30 5                13G                     Page 11 of 26 Pages



         (c)     Voting and Dispositive Power:

                 CSC has shared voting and dispositive power with respect to
                 all 9,656,432 shares of Series C Common Stock of the Issuer
                 beneficially owned by it.


Item 5.          Ownership of Five Percent or Less of a Class.

                 Not Applicable.

Item 6.          Ownership of More than Five Percent on Behalf of Another
                 Person.

                 Not Applicable.

Item 7.          Identification and Classification of the Subsidiary Which
                 Acquired the Security Being Reported on By the Parent Holding
                 Company.

                 Not Applicable.

Item 8.          Identification and Classification of Members of the Group.

                 Not Applicable.

Item 9.          Notice of Dissolution of Group.

                 Not Applicable.

Item 10.         Certification.

                 Not Applicable.
<PAGE>   12
CUSIP No. 887364 30 5                13G                     Page 12 of 26 Pages



Item 1.          Issuer.

         (a)     Name of Issuer:

                 The Times Mirror Company (the "Issuer")

         (b)     Address of Issuer's Principal Executive Offices:

                 Times Mirror Square
                 Los Angeles, California 90053

Item 2.          Security and Background.

         (a)     Name of Person Filing:

                 The person filing this Schedule 13G is Gwendolyn Garland
                 Babcock, an individual.

         (b)     Residence Address:

                 The residence address of Ms. Babcock is 1575 Circle Drive, San
                 Marino, California 91108.

         (c)     Citizenship:

                 Ms. Babcock is a citizen of the United States.

         (d)     Title and Class of Securities:

                 Series C Common Stock

         (e)     CUSIP No.:

                 887364 30 5

Item 3.          Filings under Rules 13d-1(b), or 13d-2(b).

                 Not Applicable.

Item 4.          Ownership.

         (a)     Amount Beneficially Owned:

                 20,775,315

         (b)     Percent of Class:

                 Approximately 74.4%

         (c)     Voting and Dispositive Power:

                 Ms. Babcock has (i) sole power to vote or to direct the vote
                 of 0 shares, (ii) shared power to vote or direct the vote of
                 20,775,315 shares, (iii) sole power to
<PAGE>   13
CUSIP No. 887364 30 5                13G                     Page 13 of 26 Pages


                 dispose or direct the disposition of 0 shares and (iv)
                 shared power to dispose of or direct the disposition of
                 20,775,315 shares of Series C Common Stock of the Issuer
                 beneficially owned by her.

Item 5.          Ownership of Five Percent or Less of a Class.

                 Not Applicable.

Item 6.          Ownership of More than Five Percent on Behalf of Another
                 Person.

                 Not Applicable.

Item 7.          Identification and Classification of the Subsidiary Which
                 Acquired the Security Being Reported on By the Parent Holding
                 Company.

                 Not Applicable.

Item 8.          Identification and Classification of Members of the Group.

                 Not Applicable.

Item 9.          Notice of Dissolution of Group.

                 Not Applicable.

Item 10.         Certification.

                 Not Applicable.
<PAGE>   14
CUSIP No. 887364 30 5                13G                     Page 14 of 26 Pages


Item 1.          Issuer.

         (a)     Name of Issuer:

                 The Times Mirror Company (the "Issuer")

         (b)     Address of Issuer's Principal Executive Offices:

                 Times Mirror Square
                 Los Angeles, California 90053

Item 2.          Security and Background.

         (a)     Name of Person Filing:

                 The person filing this Schedule 13G is Bruce Chandler, an
                 individual.

         (b)     Residence Address:

                 The residence address of Mr. Chandler is 1600 South Bayfront,
                 Balboa Island, California 92611.

         (c)     Citizenship:

                 Mr. Chandler is a citizen of the United States.

         (d)     Title and Class of Securities:

                 Series C Common Stock

         (e)     CUSIP No.:

                 887364 30 5

Item 3.          Filings under Rules 13d-1(b), or 13d-2(b).

                 Not Applicable.

Item 4.          Ownership.

         (a)     Amount Beneficially Owned:

                 20,757,246

         (b)     Percent of Class:

                 Approximately 74.3%

         (c)     Voting and Dispositive Power:

                 Mr. Chandler has (i) sole power to vote or to direct the vote
                 of 0 shares, (ii) shared power to vote or direct the vote of 
                 20,757,246 shares, (iii) sole power

<PAGE>   15
CUSIP No. 887364 30 5               13G                    Page 15 of 26 Pages


                 to dispose or direct the disposition of 0 shares and
                 (iv) shared power to dispose of or direct the disposition of
                 20,757,246 shares of Series C Common Stock of the Issuer
                 beneficially owned by him.

Item 5.          Ownership of Five Percent or Less of a Class.

                 Not Applicable.

Item 6.          Ownership of More than Five Percent on Behalf of Another
                 Person.

                 Not Applicable.

Item 7.          Identification and Classification of the Subsidiary Which
                 Acquired the Security Being Reported on By the Parent Holding
                 Company.

                 Not Applicable.

Item 8.          Identification and Classification of Members of the Group.

                 Not Applicable.

Item 9.          Notice of Dissolution of Group.

                 Not Applicable.

Item 10.         Certification.

                 Not Applicable.
<PAGE>   16
CUSIP No. 887364 30 5                13G                    Page 16 of 26 Pages



Item 1.          Issuer.

         (a)     Name of Issuer:

                 The Times Mirror Company (the "Issuer")

         (b)     Address of Issuer's Principal Executive Offices:

                 Times Mirror Square
                 Los Angeles, California 90053

Item 2.          Security and Background.

         (a)     Name of Person Filing:

                 The person filing this Schedule 13G is Otis Chandler, an
                 individual.

         (b)     Principal Business Address:

                 The principal business address of Mr. Chandler is The Times
                 Mirror Company, Times Mirror Square, Los Angeles, California
                 90053.

         (c)     Citizenship:

                 Mr. Chandler is a citizen of the United States.

         (d)     Title and Class of Securities:

                 Series C Common Stock

         (e)     CUSIP No.:

                 887364 30 5

Item 3.          Filings under Rules 13d-1(b), or 13d-2(b).

                 Not Applicable.

Item 4.          Ownership.

         (a)     Amount Beneficially Owned:

                 20,820,035

         (b)     Percent of Class:

                 Approximately 74.5%

         (c)     Voting and Dispositive Power:

                 Mr. Chandler has (i) sole power to vote or to direct the vote
                 of 42 shares, (ii) shared power to vote or 
<PAGE>   17
CUSIP No. 887364 30 5                13G                    Page 17 of 26 Pages


                 direct the vote of 20,819,993 shares, (iii) sole power to 
                 dispose or direct the disposition of 42 shares and (iv) shared 
                 power to dispose of or direct the disposition of 20,819,993 
                 shares of Series C Common Stock of the Issuer beneficially 
                 owned by him.

Item 5.          Ownership of Five Percent or Less of a Class.

                 Not Applicable.

Item 6.          Ownership of More than Five Percent on Behalf of Another
                 Person.

                 Not Applicable.

Item 7.          Identification and Classification of the Subsidiary Which
                 Acquired the Security Being Reported on By the Parent Holding
                 Company.

                 Not Applicable.

Item 8.          Identification and Classification of Members of the Group.

                 Not Applicable.

Item 9.          Notice of Dissolution of Group.

                 Not Applicable.

Item 10.         Certification.

                 Not Applicable.
<PAGE>   18
CUSIP No. 887364 30 5                13G                    Page 18 of 26 Pages



Item 1.          Issuer.

         (a)     Name of Issuer:

                 The Times Mirror Company (the "Issuer")

         (b)     Address of Issuer's Principal Executive Offices:

                 Times Mirror Square
                 Los Angeles, California 90053

Item 2.          Security and Background.

         (a)     Name of Person Filing:

                 The person filing this Schedule 13G is Camilla Chandler Frost,
                 an individual.

         (b)     Principal Business Address:

                 The principal business address of Ms. Frost is Chandis
                 Securities Company, 350 West Colorado Boulevard, Pasadena,
                 California 91105.

         (c)     Citizenship:

                 Ms. Frost is a citizen of the United States.

         (d)     Title and Class of Securities:

                 Series C Common Stock

         (e)     CUSIP No.:

                 887364 30 5

Item 3.          Filings under Rules 13d-1(b), or 13d-2(b).

                 Not Applicable.

Item 4.          Ownership.

         (a)     Amount Beneficially Owned:

                 20,757,246

         (b)     Percent of Class:

                 Approximately 74.3%

         (c)     Voting and Dispositive Power:

                 Ms. Frost has (i) sole power to vote or to direct the vote of
                 0 shares, (ii) shared power to vote or direct 
<PAGE>   19
CUSIP No. 887364 30 5                13G                    Page 19 of 26 Pages


                 the vote of 20,757,246 shares, (iii) sole power to   
                 dispose or direct the disposition of 0 shares and (iv) shared
                 power to dispose of or direct the disposition of 20,757,246
                 shares of Series C Common Stock of the Issuer beneficially
                 owned by her.

Item 5.          Ownership of Five Percent or Less of a Class.

                 Not Applicable.

Item 6.          Ownership of More than Five Percent on Behalf of Another
                 Person.

                 Not Applicable.

Item 7.          Identification and Classification of the Subsidiary Which
                 Acquired the Security Being Reported on By the Parent Holding
                 Company.

                 Not Applicable.

Item 8.          Identification and Classification of Members of the Group.

                 Not Applicable.

Item 9.          Notice of Dissolution of Group.

                 Not Applicable.

Item 10.         Certification.

                 Not Applicable.
<PAGE>   20
CUSIP No. 887364 30 5                13G                    Page 20 of 26 Pages


Item 1.          Issuer.

         (a)     Name of Issuer:

                 The Times Mirror Company (the "Issuer")

         (b)     Address of Issuer's Principal Executive Offices:

                 Times Mirror Square
                 Los Angeles, California 90053

Item 2.          Security and Background.

         (a)     Name of Person Filing:

                 The person filing this Schedule 13G is Douglas Goodan, an
                 individual.

         (b)     Residence Address:

                 The residence address of Mr. Goodan is 2550 Aberdeen Avenue,
                 Los Angeles, California 90027.

         (c)     Citizenship:

                 Mr. Goodan is a citizen of the United States.

         (d)     Title and Class of Securities:

                 Series C Common Stock

         (e)     CUSIP No.:

                 887364 30 5

Item 3.          Filings under Rules 13d-1(b), or 13d-2(b).

                 Not Applicable.

Item 4.          Ownership.

         (a)     Amount Beneficially Owned:

                 20,757,246

         (b)     Percent of Class:

                 Approximately 74.3%

         (c)     Voting and Dispositive Power:

                 Mr. Goodan has (i) sole power to vote or to direct the vote of
                 0 shares, (ii) shared power to vote or direct the vote of
                 20,757,246 shares, (iii) sole power to
<PAGE>   21
CUSIP No. 887364 30 5                13G                   Page 21 of 26 Pages


                 dispose or direct the disposition of 0 shares and (iv) shared
                 power to dispose of or direct the disposition of 20,757,246
                 shares of Series C Common Stock of the Issuer beneficially
                 owned by him.

Item 5.          Ownership of Five Percent or Less of a Class.

                 Not Applicable.

Item 6.          Ownership of More than Five Percent on Behalf of Another
                 Person.

                 Not Applicable.

Item 7.          Identification and Classification of the Subsidiary Which
                 Acquired the Security Being Reported on By the Parent Holding
                 Company.

                 Not Applicable.

Item 8.          Identification and Classification of Members of the Group.

                 Not Applicable.

Item 9.          Notice of Dissolution of Group.

                 Not Applicable.

Item 10.         Certification.

                 Not Applicable.
<PAGE>   22
CUSIP No. 887364 30 5                13G                     Page 22 of 26 Pages


Item 1.          Issuer.

         (a)     Name of Issuer:

                 The Times Mirror Company (the "Issuer")

         (b)     Address of Issuer's Principal Executive Offices:

                 Times Mirror Square
                 Los Angeles, California 90053

Item 2.          Security and Background.

         (a)     Name of Person Filing:

                 The person filing this Schedule 13G is Judy C. Webb, an
                 individual.

         (b)     Residence Address:

                 The residence address of Ms. Webb is 19 Leeward Road,
                 Belvedere, California 94920.

         (c)     Citizenship:

                 Ms. Webb is a citizen of the United States.

         (d)     Title and Class of Securities:

                 Series C Common Stock

         (e)     CUSIP No.:

                 887364 30 5

Item 3.          Filings under Rules 13d-1(b), or 13d-2(b).

                 Not Applicable.

Item 4.          Ownership.

         (a)     Amount Beneficially Owned:

                 20,757,246

         (b)     Percent of Class:

                 Approximately 74.3%

         (c)     Voting and Dispositive Power:

                 Ms. Webb has (i) sole power to vote or to direct the vote of 0
                 shares, (ii) shared power to vote or direct the vote of
                 20,757,246 shares, (iii) sole power to
<PAGE>   23
CUSIP No. 887364 30 5                13G                    Page 23 of 26 Pages


                 dispose or direct the disposition of 0 shares and (iv)
                 shared power to dispose of or direct the disposition of
                 20,757,246 shares of Series C Common Stock of the Issuer
                 beneficially owned by her.

Item 5.          Ownership of Five Percent or Less of a Class.

                 Not Applicable.

Item 6.          Ownership of More than Five Percent on Behalf of Another
                 Person.

                 Not Applicable.

Item 7.          Identification and Classification of the Subsidiary Which
                 Acquired the Security Being Reported on By the Parent Holding
                 Company.

                 Not Applicable.

Item 8.          Identification and Classification of Members of the Group.

                 Not Applicable.

Item 9.          Notice of Dissolution of Group.

                 Not Applicable.

Item 10.         Certification.

                 Not Applicable.
<PAGE>   24
CUSIP No. 887364 30 5                13G                     Page 24 of 26 Pages



Item 1.          Issuer.

         (a)     Name of Issuer:

                 The Times Mirror Company (the "Issuer")

         (b)     Address of Issuer's Principal Executive Offices:

                 Times Mirror Square
                 Los Angeles, California 90053

Item 2.          Security and Background.

         (a)     Name of Person Filing:

                 The person filing this Schedule 13G is Warren B. Williamson,
                 an individual.

         (b)     Principal Business Address:

                 The principal business address of Mr. Williamson is 350 West
                 Colorado Boulevard, Pasadena, California 91105.

         (c)     Citizenship:

                 Mr. Williamson is a citizen of the United States.

         (d)     Title and Class of Securities:

                 Series C Common Stock

         (e)     CUSIP No.:

                 887364 30 5

Item 3.          Filings under Rules 13d-1(b), or 13d-2(b).

                 Not Applicable.

Item 4.          Ownership.

         (a)     Amount Beneficially Owned:

                 20,757,246

         (b)     Percent of Class:

                 Approximately 74.3%

         (c)     Voting and Dispositive Power:

                 Mr. Williamson has (i) sole power to vote or to direct the
                 vote of 0 shares, (ii) shared power to vote or direct the vote
                 of 20,757,246 shares, (iii) sole power
<PAGE>   25
CUSIP No. 887364 30 5                13G                     Page 25 of 26 Pages


                 to dispose or direct the disposition of 0 shares and (iv)
                 shared power to dispose of or direct the disposition of
                 20,757,246 shares of Series C Common Stock of the Issuer
                 beneficially owned by him.

Item 5.          Ownership of Five Percent or Less of a Class.

                 Not Applicable.

Item 6.          Ownership of More than Five Percent on Behalf of Another
                 Person.

                 Not Applicable.

Item 7.          Identification and Classification of the Subsidiary Which
                 Acquired the Security Being Reported on By the Parent Holding
                 Company.

                 Not Applicable.

Item 8.          Identification and Classification of Members of the Group.

                 Not Applicable.

Item 9.          Notice of Dissolution of Group.

                 Not Applicable.

Item 10.         Certification.

                 Not Applicable.
<PAGE>   26
CUSIP No. 887364 30 5                13G                    Page 26 of 26 Pages




                                  SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.

CHANDIS SECURITIES COMPANY

           By:   /s/ Warren B. Williamson           
               ----------------------------         
                 Warren B. Williamson,                         January 31, 1996
                 Chairman of the Board              
                                                    
           By:   /s/ Camilla Chandler Frost         
               -----------------------------        
                 Camilla Chandler Frost,                       January 31, 1996
                 Secretary                          
                                                    
             /s/ Gwendolyn Garland Babcock          
           ---------------------------------        
            Gwendolyn Garland Babcock                          January 31, 1996
                                                    
             /s/ Bruce Chandler                     
           ---------------------------------        
            Bruce Chandler                                     January 31, 1996
                                                    
             /s/ Otis Chandler                      
           ---------------------------------        
            Otis Chandler                                      January 31, 1996
                                                    
             /s/ Camilla Chandler Frost             
           ---------------------------------        
           Camilla Chandler Frost                              January 31, 1996
                                                    
             /s/ Douglas Goodan                     
           ---------------------------------        
           Douglas Goodan                                      January 31, 1996
                                                    
             /s/ Judy C. Webb                       
           ---------------------------------        
           Judy C. Webb                                        January 31, 1996
                                                    
             /s/ Warren B. Williamson               
           ---------------------------------        
           Warren B. Williamson                                January 31, 1996


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