<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 15, 1996
THE TIMES MIRROR COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 1-13492 95-4481525
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
Times Mirror Square, Los Angeles California 90053
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (213) 237-3700
<PAGE>
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as
amended, The Times Mirror Company (Company) hereby amends Items 7(a) and 7(b),
"Financial Statements of Businesses Acquired" and "Pro Forma Financial
Information," respectively, of its Form 8-K dated October 30, 1996, to read in
their entirety as follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Financial statements under this Item 7(a) are not required to be
provided.
(b) Pro Forma Financial Information.
The pro forma financial information required under this Item 7(b) is as
follows:
<TABLE>
<S> <C>
Unaudited Pro Forma Condensed Consolidated
Balance Sheet . . . . . . . . . . . . . . . . . . . . 3
Notes to Unaudited Pro Forma Condensed
Consolidated Balance Sheet . . . . . . . . . . . . . 4
Unaudited Pro Forma Condensed Consolidated
Statements of Operations . . . . . . . . . . . . . . 5
Notes to Unaudited Pro Forma Condensed
Consolidated Statements of Operations . . . . . . . . 6
</TABLE>
2
<PAGE>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (IN THOUSANDS OF
DOLLARS)
The unaudited pro forma condensed consolidated balance sheet of the Company has
been derived from the historical unaudited condensed consolidated balance sheet
of the Company adjusted for certain costs and expenses to be incurred as a
result of the disposition of all of the stock of The Times Mirror Higher
Education Group, Inc., and certain additional consideration (Disposition) as
previously described in the Company's Report on Form 8-K filed on October 30,
1996. The pro forma condensed consolidated balance sheet of the Company has been
prepared assuming the Disposition occurred on September 30, 1996.
The unaudited pro forma condensed consolidated balance sheet and the notes
thereto should be read in conjunction with (1) the historical audited
consolidated financial statements and the notes thereto contained in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, (2)
the historical unaudited condensed consolidated financial statements and notes
thereto contained in the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, and (3) the information contained in the Company's
Report on Form 8-K filed on October 30, 1996. The unaudited pro forma condensed
consolidated balance sheet is not necessarily indicative of the financial
position of the Company that would have actually been obtained had the
Disposition been consummated on September 30, 1996.
<TABLE>
<CAPTION>
Pro Forma Adjustments
Times Mirror ---------------------------- Times Mirror
Historical Debit Credit Pro Forma
------------- --------- ---------- -------------
<S> <C> <C> <C> <C>
ASSETS
Accounts receivable, net $ 537,387 $ 50,860 (a)
27,068 (b) $ 459,459
Other current assets 433,861 $ 6,689 (c) 86,193 (a)
16,849 (b)
28,489 (c) 309,019
---------- ----------
Total Current Assets 971,248 768,478
Property, plant and
equipment, net 1,189,030 19,923 (a)
3,495 (b) 1,165,612
Goodwill 651,396 106,747 (a) 544,649
Other noncurrent assets 796,563 9,726 (c) 67,252 (a)
19,201 (b) 719,836
Fair value of net assets received in
exchange for the Disposition 485,000 (a) 485,000
---------- ----------
TOTAL ASSETS $3,608,237 $3,683,575
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities $1,024,742 $ 51,680 (a) $ 15,825 (b)
66,927 (c) $1,055,814
Noncurrent liabilities 1,022,122 2,818 (a) 4,244 (b) 1,023,548
---------- ----------
TOTAL LIABILITIES 2,046,864 2,079,362
Common stock subject to put options 31,041 31,041
SHAREHOLDERS' EQUITY
Series A preferred stock 411,784 411,784
Series B preferred stock 164,595 164,595
Series A common stock 71,729 71,729
Series C common stock, convertible 27,258 27,258
Additional paid-in capital 208,338 208,338
Retained earnings 597,713 86,682 (b) 208,523 (a)
79,001 (c) 640,553 (d)
Net unrealized gain on securities 48,915 48,915
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 1,530,332 1,573,172
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $3,608,237 $3,683,575
========== ==========
</TABLE>
3
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(a) The pro forma entry to record the preliminary estimate of the pre-tax gain
on the Disposition excludes estimated transaction-related expenses, which
are reflected in a separate pro forma adjustment, and is comprised of (1)
the cash paid by the Company to The McGraw-Hill Companies, Inc. (McGraw-
Hill) in connection with the Disposition of $27.2 million, (2) the removal
of the college publishing business assets and liabilities transferred to
McGraw-Hill, and (3) the fair value of the net assets of Shepard's. The net
assets of Shepard's, which were received in exchange for the Company's
college publishing businesses and other consideration, will be allocated to
individual assets and liabilities as determined by an independent third
party appraisal which is currently in process. The pro forma adjustment to
retained earnings of $208.5 million reflects the preliminary estimate of
the Company's pre-tax gain, excluding transaction-related charges. Included
in the $208.5 million is a debit of $7.6 million for the change in net
assets of the college publishing businesses between October 1 and October
15, 1996.
(b) To record expenses, asset write-downs and other costs incurred in connection
with, or as a result of, the Disposition. These transaction-related items
include legal, accounting and investment banking, as well as costs to
realign the scope and scale of the remaining international sales, marketing
and book distribution operations and other aspects of the Company's
Professional Information operations that were impacted by the Disposition.
(c) To record the tax provision on the pre-tax gain calculated in (a), after
deducting the transaction-related expenses described in (b).
(d) The net gain included in the pro forma retained earnings is not included in
the unaudited pro forma condensed consolidated statement of operations for
the year ended December 31, 1995 or the nine months ended September 30,
1996.
4
<PAGE>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN
THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
The unaudited pro forma condensed consolidated statements of operations of the
Company have been derived from the historical audited consolidated statement
of operations of the Company for the year ended December 31, 1995 and the
unaudited historical condensed consolidated statement of operations for the nine
months ended September 30, 1996, adjusted for the Disposition. The unaudited
pro forma condensed consolidated statements of operations have been prepared
assuming that the Disposition occurred on January 1, 1995.
The unaudited pro forma condensed consolidated statements of operations and the
notes thereto should be read in conjunction with (1) the historical audited
consolidated financial statements and the notes thereto contained in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, (2)
the historical unaudited condensed consolidated financial statements and notes
thereto contained in the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, and (3) the information contained in the Company's
Report on Form 8-K filed on October 30, 1996. The unaudited pro forma condensed
consolidated statements of operations are not necessarily indicative of the
financial results of the Company that would have actually been obtained had the
Disposition been consummated on January 1, 1995.
<TABLE>
<CAPTION>
Year Ended December 31, 1995
---------------------------------------------------------
Pro Forma Adjustments
Times Mirror -------------------------- Times Mirror
Historical Debit Credit Pro Forma
------------- -------- ----------- ------------
<S> <C> <C> <C> <C>
Revenues $3,448,287 $244,614(a) $3,203,673
Cost of sales 1,843,475 $137,253(a) 1,706,222
Selling, general & administrative expenses 1,426,114 108,365(a) 1,317,749
Restructuring, impairment and one-time charges 634,077 60,532(a) 573,545
---------- ----------
Operating loss (455,379) (393,843)
Interest expense (29,467) 1,030(a) (28,437)
Interest income 27,237 13(a) 27,224
Other, net 2,596 1,717(a) 4,313
---------- ----------
Loss from continuing operations
before income tax benefit (455,013) (390,743)
Income tax benefit (116,030) 25,046(a) (90,984)
---------- ----------
Loss from continuing operations $ (338,983) $ (299,759)
========== ==========
Primary loss per common share from continuing
operations (b) $ (3.74)(c) $ (3.40)(c)
========== ==========
Fully diluted loss per common share from
continuing operations (b) $ * $ *
========== ==========
</TABLE>
<TABLE>
<CAPTION>
Nine Months Ended September 30, 1996
---------------------------------------------------------
Pro Forma Adjustments
Times Mirror -------------------------- Times Mirror
Historical Debit Credit Pro Forma
------------- -------- ----------- ------------
<S> <C> <C> <C> <C>
Revenues $2,529,615 $163,467(a) $2,366,148
Cost of sales 1,337,259 $78,588(a) 1,258,671
Selling, general & administrative expenses 947,559 73,835(a) 873,724
---------- ----------
Operating profit 244,797 233,753
Interest expense (28,625) 80(a) (28,545)
Interest income 3,489 2(a) 3,487
Other, net 6,431 339(a) 6,092
---------- ----------
Income from continuing operations
before income taxes 226,092 214,787
Income taxes 98,327 4,826(a) 93,501
---------- ----------
Income from continuing operations $ 127,765 $ 121,286
========== ==========
Primary earnings per common share from continuing
operations (b) $ .89 $ .83
========== ==========
Fully diluted earnings per common share from
continuing operations (b) $ * $ *
========== ==========
</TABLE>
- -------------
* Antidilutive
5
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(a) To exclude the results of operations of the Company's college publishing
businesses assuming these businesses were sold on January 1, 1995. The
unaudited pro forma condensed consolidated statements of operations do not
include operations related to the business acquired from McGraw-Hill.
(b) Primary historical and pro forma earnings per common share for the year
ended December 31, 1995 and the nine months ended September 30, 1996 were
determined based on weighted average common and common equivalent shares of
113,797,192 and 106,453,840, respectively. Fully diluted historical and pro
forma earnings per common share for the year ended December 31, 1995 and the
nine months ended September 30, 1996 were antidilutive and were determined
based on weighted average common and common equivalent shares of 123,001,445
and 114,755,444, respectively. The historical and pro forma earnings per
share amounts reflect reductions for preferred dividend requirements and, in
1995, cash paid in excess of liquidation value for Series B stock
repurchases.
(c) The primary loss per common share from continuing operations for the year
ended December 31, 1995 includes restructuring charges and other special
items aggregating $478.5 million ($4.20 per share). Excluding restructuring
charges and other special items, the primary earnings per share from
continuing operations for the year ended December 31, 1995 are as follows:
<TABLE>
<S> <C>
Historical $.46
Pro forma $.48
</TABLE>
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated as of December 30, 1996
THE TIMES MIRROR COMPANY
By: /s/ THOMAS UNTERMAN
-------------------
Name: Thomas Unterman
Title: Senior Vice President and
Chief Financial Officer
7
