<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
Amendment No. 1
(Final Amendment)
THE TIMES MIRROR COMPANY
(Name of Issuer)
THE TIMES MIRROR COMPANY
(Name of Person(s) Filing Statement)
Conversion Preferred Stock, Series B, $1.00 Par Value Per Share
(Title of Class of Securities)
887364 40 4
(CUSIP Number of Class of Securities)
E. THOMAS UNTERMAN
Senior Vice President and Chief Financial Officer
The Times Mirror Company
Times Mirror Square
Los Angeles, California 90053
(213) 237-3700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
Copy to:
PETER F. ZIEGLER, ESQ.
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
November 29, 1995
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
Transaction Valuation* Amount of Filing Fee**
---------------------- ----------------------
<S> <C>
$90,598,914 $18,120
</TABLE>
* The Transaction Valuation is based upon the purchase of 3,467,901
shares at $26.125 per share.
** The amount of the filing fee, calculated in accordance with Rule 0-11,
equals 1/50 of one percentum of the value of the securities to be
acquired. The amount of $17,225 was previously paid with the Schedule
13E-4 filed by The Times Mirror Company on November 29, 1995. The
amount of $895, the difference between the amount previously paid and
the amount of the filing fee indicated above, is transmitted herewith
in accordance with Rule 0-11(a)(3).
[x] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
<TABLE>
<S> <C>
Amount Previously Paid: $17,225 Filing Party: The Times Mirror Company
Form or Registration No.: Schedule 13E-4 Date Filed: November 29, 1995
</TABLE>
<PAGE> 2
This Amendment No. 1 (Final Amendment), dated January 8, 1996, amends
and supplements the Issuer Tender Offer Statement on Schedule 13E-4 dated
November 29, 1995 (the "Schedule 13E-4") of The Times Mirror Company, a
Delaware corporation (the "Company"), filed with the Securities and Exchange
Commission in connection with the Company's offer to purchase up to 3,250,000
shares of its Conversion Preferred Stock, Series B, par value $1.00 per share
(the "Shares"), at a price, net to the seller in cash, without interest
thereon, not greater than $26.50 nor less than $25.00 per Share, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated November
29, 1995 (the "Offer to Purchase") and the related Letter of Transmittal (which
together constitute the "Offer"), copies of which were filed as Exhibits (a)(1)
and (a)(2), respectively, to the Schedule 13E-4 and incorporated by reference
therein.
Items 8 and 9 and the Exhibit Index of the Schedule 13E-4 are hereby
supplemented and amended by adding the following:
ITEM 8. ADDITIONAL INFORMATION
At 12:00 midnight, New York City time, on Wednesday, December 27, 1995
(the "Expiration Date"), the Offer expired. Based on the information provided
by First Interstate Bank of California (the "Depositary"), a total of 4,928,233
Shares were validly tendered and not withdrawn, including Shares for which
certificates were delivered to the Depositary pursuant to the guaranteed
delivery procedure set forth in the Offer to Purchase. The Company has elected
to purchase 3,467,901 Shares at a Purchase Price of $26.125 per Share.
Pursuant to the Offer, the Company increased the number of Shares to be
purchased by 217,901, as permitted without requiring an extension of the Offer.
The Company accepted for purchase all Shares that were validly tendered at
prices at or below the Purchase Price and not withdrawn on or prior to the
Expiration Date, upon the terms and subject to the conditions of the Offer,
including the provisions thereof relating to conditional tenders. No proration
was required. After giving effect to the Company's purchase of Shares pursuant
to the Offer, the total number of Shares outstanding is 7,789,276.
Copies of the Company's press releases dated December 28, 1995 and
January 8, 1996, announcing the preliminary results of the Offer and the
purchase price of the Shares, and the final results of the Offer, respectively,
are attached hereto as Exhibits (a)(9) and (a)(10), and are incorporated
herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(9) Form of Press Release issued by the Company on
December 28, 1995.
(a)(10) Form of Press Release issued by the Company on
January 8, 1996.
<PAGE> 3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, correct and
complete.
Dated: January 8, 1996
THE TIMES MIRROR COMPANY
By: /s/ E. THOMAS UNTERMAN
----------------------------------
E. Thomas Unterman,
Senior Vice President and
Chief Financial Officer
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
(a)(9) Form of Press Release issued by the Company on December 28, 1995.
(a)(10) Form of Press Release issued by the Company on January 8, 1996.
</TABLE>
<PAGE> 1
[LOGO] NEWS
--------------------------------------
TIMES MIRROR
Times Mirror Square
Los Angeles, CA 90053
For Immediate Release
Times Mirror Announces Preliminary Results of
Dutch Auction Tender Offer
LOS ANGELES, CALIFORNIA, December 28, 1995 -- Times Mirror announced
today that based on a preliminary count by the depositary for its Dutch Auction
tender offer, the Company expects to purchase approximately 3,475,000 shares of
its Conversion Preferred Stock, Series B, par value $1.00 per share ("Series B
Preferred Stock"), from its shareholders at a price of $26.125 per share in
accordance with the terms of the offer. The tender offer expired at 12:00
midnight (Eastern time) on December 27, 1995.
Under the terms of the tender offer, which commenced on November 29,
1995, the Company had offered to purchase for cash up to 3,250,000 shares, or
29 percent, of its issued and outstanding Series B Preferred Stock at a price
not greater than $26.50 nor less than $25.00 per share, net to the seller in
cash, without interest thereon. Because more than 3,250,000 shares were
tendered, the Company elected to increase the number of shares that it will
accept for purchase to approximately 3,475,000, the maximum permitted without
requiring an extension of the offer. Since the total number of shares tendered
at or below a purchase price of $26.125 per share exceeded the increased
maximum, the number of shares actually purchased from each tendering
stockholder will be prorated based on the proration method described in the
Company's Offer to Purchase. The preliminary proration factor is approximately
98.65 percent. The exact number of shares to be purchased and the final
proration factor will be determined upon final review of the validity of all
tender documentation, which is expected to be completed in approximately one
week.
<PAGE> 2
On November 28, 1995, the last full New York Stock Exchange trading
day prior to the commencement of the tender offer, the closing price of the
Series B Preferred Stock was $24.625. The closing price of the Series B
Preferred Stock on December 27, 1995, the last full New York Stock Exchange
trading day prior to the expiration of the tender offer, was $26.125. Series B
Preferred Stock pays an annual dividend of $1.374 per share. Initially,
16,561,178 shares of Series B Preferred Stock were issued in an exchange offer
completed in March 1995. As of November 27, 1995, the Company had repurchased
approximately 5,304,000 shares of Series B Preferred Stock. The shares to be
purchased in the tender offer represent approximately 31 percent of the
11,257,177 shares outstanding immediately prior to the commencement of the
offer. After the purchase of the shares pursuant to the offer, the Company will
have approximately 7,782,000 shares of Series B Preferred Stock outstanding.
While the Company's common stock repurchase program is continuing, the Company
does not currently plan any further market repurchases of Series B Preferred
Stock in the near term.
Payment for shares properly tendered and accepted will be made as
promptly as practicable, and, in the case of shares tendered by guaranteed
delivery procedures, promptly after timely delivery of shares and required
documentation. The funds necessary to purchase the shares tendered will come
from cash derived primarily from the merger of the Company's cable television
operations, completed in the first quarter of 1995, as well as from cash
generated by its operating activities.
This transaction will reduce the Company's earnings applicable to
common shareholders in the fourth quarter of 1995 by approximately $17,375,000
(16 cents per share), reflecting the cash paid in excess of the liquidation
value of approximately $21.13 per share of Series B Preferred Stock. However,
earnings applicable to common shareholders will be improved from the first
quarter of 1995 through the first quarter of 1998 (at which time the balance of
the Series B Preferred Stock automatically converts to Series A Common Stock)
because Times Mirror will no longer have to pay dividends on the shares of
Series B Preferred Stock repurchased pursuant to the offer. However, this
improvement will be moderated due to the use of corporate funds to complete the
purchase.
Goldman, Sachs & Co. acted as the dealer managers for the tender offer.
<PAGE> 3
Times Mirror (TMC--New York and Pacific stock exchanges), a Los
Angeles-based information company, publishes the Los Angeles Times, Newsday and
other newspapers; a wide array of books, information and educational products
for professional markets; and national and trade magazines.
###
Press Information: Investor Information:
Martha Goldstein Jean Jarvis
(213) 237-3727 (213) 237-3935
<PAGE> 1
[LOGO] NEWS
--------------------------------------
TIMES MIRROR
Times Mirror Square
Los Angeles, CA 90053
For Immediate Release
Times Mirror Announces Final Results
of Dutch Auction Tender Offer
LOS ANGELES, CALIFORNIA, January 8, 1996 -- The Times Mirror Company
announced today the final results of its Dutch Auction tender offer. The
Company will purchase 3,467,901 shares of its Conversion Preferred Stock,
Series B, par value $1.00 per share ("Series B Preferred Stock"), from its
shareholders at a price of $26.125 per share in accordance with the terms of
the tender offer, which expired at 12:00 midnight (Eastern time) on December
27, 1995.
Under the terms of the tender offer, which commenced on November 29,
1995, the Company offered to purchase for cash up to 3,250,000 shares, or 29
percent, of its issued and outstanding Series B Preferred Stock at a price not
greater than $26.50 nor less than $25.00 per share, net to the seller in cash,
without interest thereon. A total of 4,928,233 shares of Series B Preferred
Stock were validly tendered and not withdrawn prior to the expiration of the
tender offer. Because the tender offer was oversubscribed, the Company elected
to increase the number of shares that it accepted for purchase to 3,467,901, as
permitted without requiring an extension of the tender offer. No proration was
required. The Company will be returning to shareholders all shares tendered at
prices in excess of the purchase price and shares that were conditionally
tendered and not accepted for purchase.
On November 28, 1995, the last full New York Stock Exchange trading
day prior to the commencement of the tender offer, the closing price of the
Series B Preferred Stock was $24.625. The closing price of the Series B
Preferred Stock on December 27, 1995, the last full New York Stock Exchange
trading day prior to the expiration of the tender offer, was $26.125. Series B
Preferred Stock pays an annual dividend of $1.374 per share.
<PAGE> 2
Initially, 16,561,178 shares of Series B Preferred Stock were issued
in an exchange offer completed in March 1995. As of November 27, 1995, the
Company had repurchased approximately 5,304,000 shares of Series B Preferred
Stock. The shares purchased in the tender offer represent approximately 31
percent of the 11,257,177 shares outstanding immediately prior to the
commencement of the tender offer. After the purchase of the shares pursuant to
the tender offer, the Company will have approximately 7,789,276 shares of
Series B Preferred Stock outstanding. While the Company's common stock
repurchase program is continuing, the Company does not currently plan any
further market repurchases of Series B Preferred Stock in the near term.
The Company anticipates that payment for shares properly tendered and
accepted will be made to the depositary on January 8, 1996. The funds necessary
to purchase the shares tendered will come from cash derived primarily from the
merger of the Company's cable television operations, completed in the first
quarter of 1995, as well as from cash generated by its operating activities.
This transaction will reduce the Company's earnings applicable to
common shareholders in the fourth quarter of 1995 by approximately $18 million
(17 cents per share), reflecting the cash paid in excess of the liquidation
value of approximately $21.13 per share of Series B Preferred Stock and the
expenses related to the transaction. Even given the cost of funds used to
complete the purchase, earnings applicable to common shareholders will be
improved from the first quarter of 1996 through the first quarter of 1998 (when
the balance of the Series B Preferred Stock automatically converts to Series A
Common Stock) because Times Mirror will no longer have to pay dividends on the
shares of Series B Preferred Stock repurchased pursuant to the offer.
Goldman, Sachs & Co. acted as the dealer managers for the tender offer.
<PAGE> 3
Times Mirror (TMC--New York and Pacific stock exchanges), a Los
Angeles-based information company, publishes the Los Angeles Times, Newsday and
other newspapers; a wide array of books, information and educational products
for professional markets; and national and trade magazines.
###
Press Information: Investor Information:
Martha Goldstein Jean Jarvis
(213) 237-3727 (213) 237-3935
