<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE TIMES MIRROR COMPANY
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
Delaware 95-4481525
- ----------------------------------------------- -------------------
(State of Incorporation or Organization) (IRS Employer
Identification no.)
</TABLE>
<TABLE>
<S> <C>
Times Mirror Square, Los Angeles, California 90053
- ----------------------------------------------- -------------------
(Address of principal executive offices) (zip code)
</TABLE>
<TABLE>
<S> <C>
If this Form relates to the registration of a class of debt If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General securities and is to become effective simultaneously with the
Instruction A(c)(1) please check the following box: /x/ effectiveness of a concurrent registration statement under
the Securities Act of 1933 pursuant to General Instruction
A(c)(2) please check the following box:
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- ------------------- ------------------------------
<S> <C>
Premium Equity Participating Securities New York Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
--------------------
(Title of class)
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The information called for by this item is incorporated herein by
reference to the information set forth under the caption "Description of Debt
Securities" in the Registrant's Prospectus included in the Registrant's
Registration Statement on Form S-3 (No. 33-62165), filed on August 28, 1995
with the Securities and Exchange Commission (the "Commission"), as amended,
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
the information set forth under the caption "Description of Securities" in the
Registrant's preliminary Prospectus Supplement filed on March 5, 1996 with the
Commission, as amended by the form of prospectus to be subsequently filed by the
Registrant pursuant to Rule 424(b) under the Securities Act. Such prospectus
is incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
1. Preliminary Prospectus Supplement dated March 4, 1996.*
2. Form of Indenture.*
3. Form of Security.
4. Form of Global Security.
- ---------------
* Previously filed with the Securities and Exchange Commission
as part of the Registrant's Registration Statement on Form S-3 (No. 33-62165),
and the amendments thereto, such documents being incorporated herein by this
reference.
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
THE TIMES MIRROR COMPANY
Date March 13, 1996 By: /s/ O. Jean Williams
----------------------------------
O. Jean Williams
Secretary and Associate General Counsel
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<S> <C>
1 Preliminary Prospectus Supplement dated March 4, 1996.*
2 Form of Indenture.*
3 Form of Security.
4 Form of Global Security.
</TABLE>
- --------------
* Previously filed with the Securities and Exchange Commission
as part of the Registrant's Registration Statement on Form S-3 (No. 33-62165),
and the amendments thereto, such documents being incorporated herein by this
reference.
4
<PAGE> 1
EXHIBIT 3
[Form of Face of Security]
THE TIMES MIRROR COMPANY
PREMIUM EQUITY PARTICIPATING SECURITIES (PEPS)
DUE MARCH __, 2001
NUMBER OF PEPS REPRESENTED
BY THIS SECURITY:
REGISTERED REGISTERED
No. R- CUSIP: 887364 50 3
As used herein, the following terms shall have the following
meanings:
ORIGINAL ISSUE DATE:
March __, 1996
ISSUE PRICE PER PEPS:
$[issue price per PEPS]
MATURITY DATE:
The Stated Maturity Date (subject to extension upon the occurrence of certain
Non-Trading Days (as defined on the reverse hereof) but in no event later than
the Final Maturity Date)
STATED MATURITY DATE:
March 15, 2001
FINAL MATURITY DATE:
March 21, 2001
MANDATORY REDEMPTION DATE:
Any Delisting Date (as defined on the reverse hereof) of the Reference Property
Relating to One PEPS (as defined on the reverse hereof) (initially one share of
common stock, par value $.0001 per share, of Netscape Communications
Corporation ("Netscape"), subject to adjustment as a result of certain dilution
events involving Netscape as set forth on the reverse hereof)
MANDATORY REDEMPTION:
Redemption by the Company, in whole but not in part, of the outstanding PEPS
for cash in an amount equal to the Market Value (as defined on the reverse
hereof) as of the Mandatory Redemption Date
PEPS:
A PEPS is a Premium Equity Participating Security of the Company (as defined
below) having an issue price of $[issue price]
INTEREST ACCRUAL DATE:
March __, 1996
INTEREST PAYMENT DATES:
Payable quarterly in arrears on each of March 15, June 15, September 15 and
December 15 beginning June 15, 1996, and on the Maturity Date and the
Redemption Date (as defined on the reverse hereof)
INTEREST RATE:
__% of the Issue Price per annum
AMOUNT PAYABLE AT MATURITY:
An amount in cash with respect to each PEPS equal to the Market Value as of the
second Business Day (as defined on the reverse hereof) prior to the Maturity
Date of the Reference Property Relating to One PEPS
OPTIONAL REDEMPTION:
The Company's right after December 15, 2000 to redeem all, or from time to time
any part, of the outstanding PEPS for cash in an amount per PEPS equal to the
product of the Redemption Ratio (as defined on the reverse hereof) and the
Market Value of the Reference Property Relating to One PEPS as of the
second Business Day prior to the Redemption Date plus cash in an amount equal
to all unpaid interest, whether or not accrued, that would have been payable
on the PEPS through the Maturity Date
1
<PAGE> 2
THE TIMES MIRROR COMPANY, a Delaware corporation (herein
called the "Company," which term includes any successor under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
, or registered assigns, on the Maturity Date the Amount
Payable at Maturity determined in accordance with the procedures described
herein and to pay interest on the Issue Price hereof at the Interest Rate from
the Interest Accrual Date until the Amount Payable at Maturity or the amount
payable upon redemption, as the case may be, is paid or duly made available
for payment, quarterly in arrears on each Interest Payment Date, commencing
on June 15, 1996, and on the Maturity Date and the Redemption Date, as the case
may be, except as provided herein.
Payment of the Amount Payable at Maturity or the amount
payable upon redemption, as the case may be, and interest will be made in
such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. The Amount
Payable at Maturity or the amount payable upon redemption, as the case may be,
shall be determined by the Company and written notice thereof shall be provided
to the Trustee (as defined on the reverse hereof) and the Paying Agent (as
defined on the reverse hereof) on the Business Day prior to the maturity or
earlier redemption hereof. The Company's determination of the Amount Payable at
Maturity or the amount payable upon redemption, as the case may be, shall be
conclusive and binding absent manifest error.
Interest on this Security will be computed on the basis of a
360-day year of twelve 30-day months and on the basis of the actual number of
days elapsed in any such 30-day month. Each payment of interest in respect of
an Interest Payment Date will include interest accrued to but not including
such Interest Payment Date. If an Interest Payment Date falls on a day that is
not a Business Day, the interest payment to be made on such Interest Payment
Date will be made on the next succeeding Business Day with the same force and
effect as if made on such Interest Payment Date, and no additional interest
will accrue as a result of such delayed payment. Interest payable on this
Security on any Interest Payment Date will be paid to the person in whose name
such Security is registered at the close of business on the applicable Record
Date (as defined below); provided that the interest payable upon maturity or
redemption will be payable to the person to whom principal is payable.
Interest will cease to accrue in respect of this Security on the Maturity Date
or on any earlier Redemption Date of this Security, provided that upon optional
redemption, interest will be payable through the Maturity Date. "Record Date"
means, for any Interest Payment Date, the date 15 calendar days prior to such
Interest Payment Date, whether or not such Record Date is a Business Day.
Payments of interest, other than interest payable at maturity or upon
redemption, will be made by check mailed to the address of the person entitled
thereto as shown on the register maintained by the registrar for the PEPS.
Payments of principal and interest at maturity or upon redemption will be made
in immediately available funds against presentation and surrender of the
certificate representing this Security. Notwithstanding the foregoing, holders
of $100,000 or more in aggregate Issue Price of Securities shall be entitled to
receive payments of interest by wire transfer of immediately available funds
upon written request to the Trustee not later than 15 calendar days prior to
the applicable Interest Payment Date.
Subject to certain exceptions described herein, payment of the
principal in respect of this Security will be made in immediately available
funds and payment of the interest due hereon on the Maturity Date and the
Redemption Date will be made in immediately available funds, in each case, upon
presentation and surrender of this Security at the office or agency of the
Paying Agent maintained for that purpose in the Borough of Manhattan, The City
of New York, if this Security is presented to the Paying Agent in time for it to
make such payments in accordance with its normal procedures.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.
2
<PAGE> 3
IN WITNESS WHEREOF, the Company has caused this Security to
be duly executed under its corporate seal.
THE TIMES MIRROR COMPANY
By _______________________
ATTEST:
__________________________
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred
to in the within-mentioned Indenture.
CITIBANK, N.A.,
as Trustee
By________________________
Authorized Signatory
3
<PAGE> 4
[Form of Reverse of Security]
This is one of the duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March ____, 1996 and indentures
supplemental thereto (herein called the "Indenture"), between the Company and
Citibank, N.A., as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and the Officers'
Certificate setting forth the terms of this series of Securities reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and holders of the
Securities and the terms upon which the Securities are, and are to be,
authenticated and delivered. The Company has appointed Citibank, N.A. at its
corporate trust office in The City of New York as the paying agent (the "Paying
Agent," which term includes any additional or successor paying agent appointed
by the Company) with respect to the PEPS. To the extent not inconsistent
herewith, the terms of the Indenture and those made part of the Indenture by the
Officers' Certificate delivered pursuant thereto are hereby incorporated by
reference herein. The Securities are subject to all such terms and holders are
referred to the Indenture and to the Trust Indenture Act of 1939, as amended,
for a statement of them. This Security is one of the series designated on the
face hereof.
This Security is an unsecured and unsubordinated obligation of
the Company and will rank equally and ratably with all other unsecured and
unsubordinated debt of the Company, subject to certain statutory exceptions in
the event of liquidation upon insolvency.
This Security will not be subject to any sinking fund or
subject to repayment at the option of the holder prior to maturity and will not
be subject to the defeasance provisions set forth in the Indenture.
This Security is subject to mandatory redemption, in whole
but not in part, on any Delisting Date (as defined below) for cash in an amount
equal to the Market Value (as defined below) as of the second Business Day (as
defined below) prior to such Delisting Date of the Reference Property Relating
to One PEPS (as defined below) plus interest accrued but unpaid to the
mandatory Redemption Date (as defined below). In addition to providing notice
of such mandatory redemption as provided below, the Company will
contemporaneously publish notice of such Delisting Date in a United States
newspaper with a national circulation (currently expected to be The Wall Street
Journal). The "Delisting Date" means the first date on which the Netscape
Common Stock (as defined below)(or equity securities comprising more than 25%
of the fair market value (as determined in good faith by the Board of Directors
of the Company on the date any such equity security is distributed and on the
date any such equity security is delisted) of the Reference Property Relating
to One PEPS) is not listed on any United States national securities exchange or
United States national securities system subject to last sale reporting or is
permanently suspended from trading (within the meaning of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder) on
each such securities exchange and securities system on which it is then listed.
A Delisting Date will not occur solely by reason of the occurrence of any
dilution adjustment described below.
At any time and from time to time after December 15, 2000 and
prior to the Maturity Date (as defined below), the Company will be entitled,
upon a call for redemption of not more than 60 nor less than 30 days' notice, to
redeem all, or from time to time any part, of the outstanding Securities and
deliver to the holders thereof, in exchange for each Security so called, cash in
an amount equal to the product of the Redemption Ratio (as defined below) and
the Market Value of the Reference Property Relating to One PEPS as of the second
Business Day prior to the Redemption Date, plus cash in an amount equal to all
unpaid interest, whether or not accrued, that would have been payable on the
Securities through the Maturity Date. If fewer than all the outstanding
Securities are to be called for redemption, the Securities to be called will be
selected by the Trustee from the outstanding Securities by lot or pro rata (as
nearly as may be) or by any other method determined by the Trustee in its sole
discretion to be equitable.
The Company will provide notice of any optional redemption of
the Securities to holders of record of the Securities to be called for optional
redemption not more than 60 days nor less than 30 days before the Redemption
Date. Accordingly, the earliest Redemption Notice Date (as defined below) for
any call for optional redemption of the Securities will be October 16, 2000. The
Company will provide notice of any mandatory redemption of the Securities to all
holders of record of the Securities as soon as practicable, but in no event
later than 10 Trading Days (as defined below) prior to the Redemption Date. Any
notice of optional or mandatory redemption will be sent to the holders of record
of the Securities to be called at each such holder's address as it appears on
the security register by first-class mail, postage prepaid; provided, however,
that failure to give such notice or any defect therein will not affect the
validity of the proceeding for redemption of any of the Securities to be
redeemed except as to the holder to whom the Company has failed to give such
notice or whose notice is defective. Such notice shall state, among other
things, the Redemption Date and the computation of the Redemption Ratio and the
method for computing the Market Value of the Reference Property Relating to One
PEPS. A public announcement of any call for redemption will be made by the
Company before, or at the time of, the Redemption Notice Date. Each holder of
Securities called for redemption must surrender such Securities to the Company
at the place designated in the notice of redemption. On and after
4
<PAGE> 5
a Redemption Date, all rights of the holders of the Securities called for
redemption will terminate and interest will cease to accrue.
In the event that any of the 10 Business Days ending on the
second Business Day prior to March 15, 2001 or any optional Redemption Date, as
the case may be, is not a Trading Day (a "Non-Trading Day"), the Securities
will not mature or be optionally redeemed on such date, but the Maturity Date
or the optional Redemption Date of the Securities will be extended one Trading
Day for each Non-Trading Day; provided, however, that the Securities will
mature in any event not later than on March 21, 2001. In the event that the
Maturity Date or optional Redemption Date of the Securities is extended as a
result of one or more Non-Trading Days, interest will be payable to the holders
of the Securities on such extended Maturity Date or optional Redemption Date
and interest thereon will accrue from March 15, 2001 or such optional
Redemption Date, as the case may be, to but not including such extended
Maturity Date or optional Redemption Date. The Company shall promptly notify
the holder of such Securities, by first-class mail, postage prepaid, of such
extension of maturity or redemption. The Company also will contemporaneously
publish notice of such extension of maturity or redemption in a United States
newspaper with a national circulation (currently expected to be The Wall Street
Journal).
In the case of a tender or exchange offer for all Reference
Property (as defined below) of a particular type, Reference Property shall be
deemed to include the amount of cash or other property paid by the offeror in
the tender or exchange offer with respect to such Reference Property (in an
amount determined on the basis of the rate of exchange in such tender or
exchange offer), whether or not the Company tenders or exchanges such Reference
Property. In the case of a partial tender or exchange offer with respect to
Reference Property of a particular type, Reference Property shall be deemed to
include the amount of cash or other property paid by the offeror in the tender
or exchange offer with respect to such Reference Property in an amount
determined as if the offeror had purchased or exchanged such Reference Property
in the proportion in which all property of such type was purchased or exchanged
from the holders thereof; provided that if the Company tenders all its
Reference Property of such type, the amount of cash or other property received
that will constitute Reference Property will be determined on the basis of the
amount of such cash or other property actually received by the Company. Except
as provided above, in the event of a tender or exchange offer with respect to
Reference Property in which an offeree may elect to receive cash or other
property, Reference Property shall be deemed to include the kind and amount of
cash and other property received by offerees who elect to receive cash. If
Netscape (as defined below) or any Netscape Successor (as defined below)
distributes to all holders of Reference Property rights or warrants to
subscribe for or purchase any of its securities and the expiration date of such
rights or warrants precedes the maturity or earlier redemption of the
Securities, then Reference Property shall be deemed to include an amount in
cash equal to the Market Price (as defined below) as of the Trading Day
immediately preceding such expiration date of the portion of such rights or
warrants relating to the Reference Property, whether or not the Company
exercises such rights or warrants. If cash is received, or deemed received,
from time to time in respect of any Reference Property, the amount of such cash
at any date of determination shall be increased by an amount per annum equal to
the Applicable Treasury Rate (as defined below) on such cash from the date such
cash was received, or deemed received, to such date of determination.
Neither the Trustee nor any Paying Agent shall at any time be
under any duty or responsibility to any holder of this Security to determine
whether any facts exist which may require any adjustment of the Market Price or
with respect to the nature or extent of any such adjustment when made or with
respect to the method employed in making the same.
The Company may, at its option, elect to make Securities
available in book-entry form. If the Company makes such an election, the
holder hereof will have the option (the "Conversion Option") to convert the
form in which such holder holds his Security from definitive to book-entry
form. The Conversion Option will be available for a period of 45 calendar days
(the "Conversion Option Period") commencing on a date designated by the Company
and notified to the Trustee by facsimile or first-class mail and the holder
hereof by first-class mail. After the last date of the Conversion Option
Period, the Depositary (as defined below) will not be required to accept
delivery of Securities in exchange for book-entry Securities, but the
Depositary may permit such Securities to be exchanged on a case-by-case basis.
In order to be exchanged for a Security in book-entry form, this Security must
be delivered in proper form for deposit to The Depository Trust Company (the
"Depositary") by a participant. Accordingly, if the holder hereof is not a
participant, such holder must deliver this Security, in proper form for
deposit, to a participant, either directly or through an indirect participant
(such as a bank, brokerage firm, dealer or trust company that clears through,
or maintains a custodial relationship with, a participant) or brokerage firm
which maintains an account with a participant, in order to have its Security
exchanged for a Security in book-entry form. Securities received by the
Depositary for exchange during the Conversion Option Period will be exchanged
for a Security in book-entry form by the close of business on the Business Day
that such Securities are received by the Depositary (if received by the
Depositary by its then applicable cut-off time for same-day credit) or on the
following Business Day (if received by the Depositary by its then applicable
cut-off time for next-day credit). Securities surrendered at any time for
exchange for book-entry Securities may not be transferred until such exchange
has been effected.
5
<PAGE> 6
If an Event of Default, as defined in the Indenture, shall
occur and be continuing, the principal of all the Securities may be declared
due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the holders of the securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the holders of a majority in principal amount
of the securities at the time outstanding of each series to be affected. The
Indenture also contains provisions permitting the holders of specified
percentages in principal amount of the securities of each series at the time
outstanding, on behalf of the holders of all securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the holder of this Security shall be conclusive and
binding upon such holder and upon all future holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
As provided in and subject to the provisions of the Indenture,
the holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver
or trustee or for any other remedy thereunder, unless such holder shall have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Securities, the holders of not less than 25% in principal
amount of the Securities at the time outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee under the Indenture and offered the Trustee reasonable
indemnity, and the Trustee shall not have received from the holders of a
majority in principal amount of the Securities at the time outstanding a
direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and
offer of indemnity. The foregoing shall not apply to any suit instituted by
the holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, places and rates, and in
the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the security register, upon surrender of this Security for registration of
transfer at the office of the Trustee in any place where the principal of and
any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and duly executed by the holder hereof or his or
her attorney duly authorized in writing, and thereupon one or more new
Securities of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. Such signature must be guaranteed by an institution that is a
member of the Securities Transfer Agent Medallion Program.
6
<PAGE> 7
The Securities are issuable only in registered form without
coupons in denominations equal to $______ and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, the Securities are exchangeable for a like aggregate principal amount of
Securities and of like tenor of a different authorized denomination, as
requested by the holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
This Security shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.
As used herein:
"Applicable Treasury Rate," with respect to any cash received
or deemed received, means the Reference Treasury Quotation (as defined
below), as of the date such cash was received or deemed received, on the
Reference Treasury Strip (as defined below).
"Business Day" means any day that is not a Saturday, a Sunday
or a day on which the Nasdaq National Market or banking institutions or trust
companies in The City of New York are authorized or obligated by law or
executive order to close.
"Extraordinary Cash Dividend" means, with respect to any
Reference Property consisting of capital stock, any distribution consisting of
cash, excluding any quarterly cash dividend on such stock to the extent that
the aggregate cash dividend per share of such stock in any quarter does not
exceed the greater of (x) the amount per share of such stock to the next
preceding quarterly cash dividend on such stock to the extent that such
preceding quarterly dividend did not constitute an Extraordinary Cash Dividend
and (y) 3.75 percent of the Market Value of such stock as of the date of
declaration of such dividend, and excluding any dividend or distribution in
connection with the liquidation, dissolution or winding up of the issuer of
such stock.
"Market Price" of any security as of the date of determination
means the last reported sale price of such security as reported by the Nasdaq
National Market system, or if such security is not reported by the Nasdaq
National Market system, the closing sale price for such security (or, if no
closing sale price is reported, the average of the bid and ask prices or, if
more than one in either case, the average of the average bid and average ask
prices) on such date as reported in the composite transaction for the principal
United States securities exchange on which such security is traded or, if such
security is not listed on a United States national or regional securities
exchange, the high per share bid price for such security in the
over-the-counter market as reported on the National Quotation Bureau or similar
organization, or, if such bid price is not available, the value of such
security on such date as determined by a nationally recognized investment
banking firm retained for such purpose by the Company.
"Market Value" of any security as of the date of determination
means the average of the Market Prices of such security for the 10 consecutive
Trading Days ending on such date of determination.
"Maturity Date" means March 15, 2001, subject to extension
upon the occurrence of Non-Trading Days as described herein.
"Netscape" means Netscape Communications Corporation, a
Delaware Corporation.
"Netscape Common Stock" means the Common Stock, for value
$.0001 per share, of Netscape.
"Redemption Date" means the date of any optional or mandatory
redemption of the Securities.
7
<PAGE> 8
"Reference Property" means, (A) initially that number of shares
of the Netscape Common Stock equal to the aggregate number of the Securities
issued and (B) all property received in respect of such shares of the Netscape
Common Stock (either directly or as the result of successive applications of
this paragraph) upon the following events: (i) the distribution of a dividend on
Reference Property in the same type of Reference Property, (ii) the combination
of Reference Property into a smaller number of shares or other units, (iii) the
subdivision of outstanding shares or other units of Reference Property, (iv) the
conversion or reclassification of Reference Property by issuance or exchange of
other securities, (v) any consolidation or merger of Netscape, or any surviving
entity or subsequent surviving entity of Netscape (a "Netscape Successor"), with
or into another entity (other than a merger or consolidation in which Netscape
is the continuing corporation and in which the Netscape Common Stock outstanding
immediately prior to the merger or consolidation is not exchanged for cash,
securities or other property of Netscape or another corporation), (vi) any
statutory exchange of securities of Netscape or any Netscape Successor with
another corporation (other than in connection with a merger or acquisition and
other than a statutory exchange of securities in which Netscape is the
continuing corporation and in which the Netscape Common Stock outstanding
immediately prior to the statutory exchange is not exchanged for cash,
securities or other property of Netscape or another corporation), (vii) any
liquidation, dissolution or winding up of Netscape or any Netscape Successor,
(viii) any distribution of cash or other property on Reference Property of a
particular type (excluding cash dividends or other cash distributions other than
Extraordinary Cash Dividends) or (ix) any tender or exchange
offer for Reference Property of a particular type (any such event, an
"Adjustment Event").
"Reference Property Relating to One PEPS" shall mean one share
of the Netscape Common Stock and such additional or substitute Reference
Property received with respect to one share of the Netscape Common Stock,
either directly or as the result of successive Adjustment Events.
"Reference Treasury Quotation" means the average of the bid
and asked yields to maturity for the Reference Treasury Strip as quoted by
three primary U.S. Government securities dealers in New York City selected by
the Company, one of which shall be Morgan Stanley & Co. Incorporated.
"Reference Treasury Strip" means the stripped principal
Treasury note for which one or more Reference Treasury Quotations are available
with a maturity date on or, if no such stripped principal Treasury note is then
quoted, next preceding the first possible Redemption Date.
"Trading Day" for any security means a Business Day on which
the security for which the Market Value is being determined (A) is not
suspended from trading on any United States national securities exchange or
United States national securities system at the close of business on such
Business Day and (B) has traded at least once on such Business Day on the
United States national securities exchange or United States national securities
system that is the primary market for the trading of such security.
8
<PAGE> 9
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument or by any assignee, shall be construed as though they
were written out in full according to applicable laws or regulations:
TEN COM-as tenants in common
TEN ENT-as tenants by the entireties
JT TEN-as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT-...........Custodian..............
(Cust) (Minor)
Under Uniform Gifts to Minors Act...................
(State)
Additional abbreviations may also be used though not in the above list.
______________________
9
<PAGE> 10
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
_______________________________________ !
!
____________________________________________!___________________________________
________________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
________________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing
________________________________________________________________________________
attorney to transfer such Security on the books of the Company, with full
power of substitution in the premises.
Dated:_____________________
________________________________________________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of the within Security in every
particular without alteration or enlargement
or any change whatsoever. Such signature
must be guaranteed by an institution that is
a member of the Securities Transfer Agent
Medallion Program.
10
<PAGE> 1
EXHIBIT 4
[Form of Face of Security]
THE TIMES MIRROR COMPANY
PREMIUM EQUITY PARTICIPATING SECURITIES (PEPS)
DUE MARCH __, 2001
NUMBER OF PEPS REPRESENTED
BY THIS SECURITY:
REGISTERED REGISTERED
No. R- CUSIP: 887364 50 3
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE
FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
As used herein, the following terms shall have the following meanings:
ORIGINAL ISSUE DATE:
March __, 1996
ISSUE PRICE PER PEPS:
$[issue price per PEPS]
MATURITY DATE:
The Stated Maturity Date (subject to extension upon the occurrence of certain
Non-Trading Days (as defined on the reverse hereof) but in no event later than
the Final Maturity Date)
STATED MATURITY DATE:
March 15, 2001
FINAL MATURITY DATE:
March 21, 2001
MANDATORY REDEMPTION DATE:
Any Delisting Date (as defined on the reverse hereof) of the Reference Property
Relating to One PEPS (as defined on the reverse hereof) (initially one share of
common stock, par value $.0001 per share, of Netscape Communications
Corporation ("Netscape"), subject to adjustment as a result of certain dilution
events involving Netscape as set forth on the reverse hereof)
MANDATORY REDEMPTION:
Redemption by the Company, in whole but not in part, of the outstanding PEPS
for cash in an amount equal to the Market Value (as defined on the reverse
hereof) as of the Mandatory Redemption Date
PEPS:
A PEPS is a Premium Equity Participating Security of the Company (as defined
below) having an issue price of $[issue price]
INTEREST ACCRUAL DATE:
March __, 1996
INTEREST PAYMENT DATES:
Payable quarterly in arrears on each of March 15, June 15, September 15 and
December 15 beginning June 15, 1996, and on the Maturity Date and the
Redemption Date (as defined on the reverse hereof)
INTEREST RATE:
__% of the Issue Price per annum
AMOUNT PAYABLE AT MATURITY:
An amount in cash with respect to each PEPS equal to the Market Value as of the
second Business Day (as defined on the reverse hereof) prior to the Maturity
Date of the Reference Property Relating to One PEPS
OPTIONAL REDEMPTION:
The Company's right after December 15, 2000 to redeem all, or from time to time
any part, of the outstanding PEPS for cash in an amount per PEPS equal to the
product of the Redemption Ratio (as defined on the reverse hereof) and the
Market Value of the Reference Property Relating to One PEPS as of the second
Business Day prior to the Redemption Date plus cash in an amount equal to all
unpaid interest, whether or not accrued, that would have been payable on the
PEPS through the Maturity Date
<PAGE> 2
THE TIMES MIRROR COMPANY, a Delaware corporation (herein
called the "Company," which term includes any successor under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
, or registered assigns, on the Maturity Date the Amount Payable at
Maturity determined in accordance with the procedures described herein and to
pay interest on the Issue Price hereof at the Interest Rate from the Interest
Accrual Date until the Amount Payable at Maturity or the amount payable upon
redemption, as the case may be, is paid or duly made available for payment,
quarterly in arrears on each Interest Payment Date, commencing on June 15,
1996, and on the Maturity Date and the Redemption Date, as the case may be,
except as provided herein.
Payment of the Amount Payable at Maturity or the amount
payable upon redemption, as the case may be, and interest will be made in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. The Amount Payable at
Maturity or the amount payable at redemption, as the case may be, shall be
determined by the Company and written notice thereof shall be provided to the
Trustee (as defined on the reverse hereof) and the Paying Agent (as defined on
the reverse hereof) on the Business Day prior to the maturity or earlier
redemption hereof. The Company's determination of the Amount Payable at
Maturity or the amount payable at redemption, as the case may be, shall be
conclusive and binding absent manifest error.
Interest on this Security will be computed on the basis of a
360-day year of twelve 30-day months and on the basis of the actual number of
days elapsed in any such 30-day month. Each payment of interest in respect of
an Interest Payment Date will include interest accrued to but not including
such Interest Payment Date. If an Interest Payment Date falls on a day that is
not a Business Day, the interest payment to be made on such Interest Payment
Date will be made on the next succeeding Business Day with the same force and
effect as if made on such Interest Payment Date, and no additional interest
will accrue as a result of such delayed payment. Interest payable on this
Security on any Interest Payment Date will be paid to the person in whose name
such Security is registered at the close of business on the applicable Record
Date (as defined below); provided that the interest payable upon maturity or
redemption will be payable to the person to whom principal is payable.
Interest will cease to accrue in respect of this Security on the Maturity Date
or on any earlier Redemption Date of this Security, provided that upon optional
redemption, interest will be payable through the Maturity Date. "Record Date"
means, for any Interest Payment Date, the date 15 calendar days prior to such
Interest Payment Date, whether or not such Record Date is a Business Day.
Payments of interest, other than interest payable at maturity or upon
redemption, will be made by check mailed to the address of the person entitled
thereto as shown on the register maintained by the registrar for the PEPS.
Payments of principal and interest at maturity or upon redemption will be made
in immediately available funds against presentation and surrender of the
certificate representing this Security. Notwithstanding the foregoing, the
Depositary (as defined on the reverse hereof) shall be entitled to receive
payments of interest by wire transfer of immediately available funds.
Subject to certain exceptions described herein, payment of the
principal in respect of this Security will be made in immediately available
funds and payment of the interest due hereon on the Maturity Date and the
Redemption Date will be made in immediately available funds, in each case, upon
presentation and surrender of this Security at the office or agency of the
Paying Agent maintained for that purpose in the Borough of Manhattan, The City
of New York, if this Security is presented to the Paying Agent in time for it
to make such payments in accordance with its normal procedures.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.
2
<PAGE> 3
IN WITNESS WHEREOF, the Company has caused this Security to
be duly executed under its corporate seal.
THE TIMES MIRROR COMPANY
By _______________________
ATTEST:
__________________________
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred
to in the within-mentioned Indenture.
CITIBANK, N.A.,
as Trustee
By________________________
Authorized Signatory
3
<PAGE> 4
[Form of Reverse of Security]
This is one of the duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of March ____, 1996 and indentures
supplemental thereto (herein called the "Indenture"), between the Company and
Citibank, N.A., as Trustee (herein called the "Trustee," which term includes
any successor trustee under the Indenture), to which Indenture and the
Officers' Certificate setting forth the terms of this series of Securities
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and
holders of the Securities and the terms upon which the Securities are, and are
to be, authenticated and delivered. The Company has appointed Citibank, N.A.
at its corporate trust office in The City of New York as the paying agent (the
"Paying Agent," which term includes any additional or successor paying agent
appointed by the Company) with respect to the PEPS. To the extent not
inconsistent herewith, the terms of the Indenture and those made part of the
Indenture by the Officers' Certificate delivered pursuant thereto are hereby
incorporated by reference herein. The Securities are subject to all such terms
and holders are referred to the Indenture and to the Trust Indenture Act of
1939, as amended, for a statement of them. This Security is one of the series
designated on the face hereof.
This Security is an unsecured and unsubordinated obligation of
the Company and will rank equally and ratably with all other unsecured and
unsubordinated debt of the Company, subject to certain statutory exceptions in
the event of liquidation upon insolvency.
This Security will not be subject to any sinking fund or
subject to repayment at the option of the holder prior to maturity and will not
be subject to the defeasance provisions set forth in the Indenture.
This Security is subject to mandatory redemption, in whole
but not in part, on any Delisting Date (as defined below) for cash in an amount
equal to the Market Value (as defined below) as of the second Business Day (as
defined below) prior to such Delisting Date of the Reference Property Relating
to One PEPS (as defined below) plus interest accrued but unpaid to the mandatory
Redemption Date (as defined below). In addition to providing notice of such
mandatory redemption as provided below, the Company will contemporaneously
publish notice of such Delisting Date in a United States newspaper with a
national circulation (currently expected to be The Wall Street Journal). The
"Delisting Date" means the first date on which the Netscape Common Stock (as
defined below)(or equity securities comprising more than 25% of the fair market
value (as determined in good faith by the Board of Directors of the Company on
the date any such equity security is distributed and on the date any such equity
security is delisted) of the Reference Property Relating to One PEPS) is not
listed on any United States national securities exchange or United States
national securities system subject to last sale reporting or is permanently
suspended from trading (within the meaning of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder) on each such
securities exchange and securities system on which it is then listed. A
Delisting Date will not occur solely by reason of the occurrence of any dilution
adjustment described below.
At any time and from time to time after December 15, 2000 and
prior to the Maturity Date (as defined below), the Company will be entitled,
upon a call for redemption of not more than 60 nor less than 30 days' notice, to
redeem all, or from time to time any part, of the outstanding Securities and
deliver to the holders thereof, in exchange for each Security so called, cash in
an amount equal to the product of the Redemption Ratio (as defined below) and
the Market Value of the Reference Property Relating to One PEPS as of the second
Business Day prior to the Redemption Date, plus cash in an amount equal to all
unpaid interest, whether or not accrued, that would have been payable on the
Securities through the Maturity Date. If fewer than all the outstanding
Securities are to be called for redemption, the Securities to be called will be
selected by the Trustee from the outstanding Securities by lot or pro rata (as
nearly as may be) or by any other method determined by the Trustee in its sole
discretion to be equitable (or if the Securities are then held by a nominee for
The Depository Trust Company (the "Depositary") such selection will be made in
accordance with the customary procedures of the Depositary).
The Company will provide notice of any optional redemption of
the Securities to holders of record of the Securities to be called for optional
redemption not more than 60 days nor less than 30 days before the Redemption
Date. Accordingly, the earliest Redemption Notice Date (as defined below) for
any call for optional redemption of the Securities will be October 16, 2000.
The Company will provide notice of any mandatory redemption of the Securities
to all holders of record of the Securities as soon as practicable, but in no
event later than 10 Trading Days (as defined below) prior to the Redemption
Date. Any notice of optional or mandatory redemption will be sent to the holders
of record of the Securities to be called at each such holder's address as it
appears on the security register by first-class mail, postage prepaid; provided,
however, that failure to give such notice or any defect therein will not affect
the validity of the proceeding for redemption of any of the Securities to be
redeemed except as to the holder to whom the Company has failed to give such
notice or whose notice is defective. Such notice shall state, among other
things, the Redemption Date and the computation of the Redemption Ratio and the
method for computing the Market Value of the Reference Property Relating to One
PEPS. A public announcement of any call for redemption
4
<PAGE> 5
will be made by the Company before, or at the time of, the Redemption Notice
Date. Each holder of Securities called for redemption must surrender such
Securities to the Company at the place designated in the notice of redemption.
On and after a Redemption Date, all rights of the holders of the Securities
called for redemption will terminate and interest will cease to accrue.
In the event that any of the 10 Business Days ending on the
second Business Day prior to March 15, 2001 or any optional Redemption Date, as
the case may be, is not a Trading Day (a "Non-Trading Day"), the Securities will
not mature or be optionally redeemed on such date, but the Maturity Date or the
optional Redemption Date of the Securities will be extended one Trading Day for
each Non-Trading Day; provided, however, that the Securities will mature in any
event not later than on March 21, 2001. In the event that the Maturity Date or
optional Redemption Date of the Securities is extended as a result of one or
more Non-Trading Days, interest will be payable to the holders of the Securities
on such extended Maturity Date or optional Redemption Date and interest thereon
will accrue from March 15, 2001 or such optional Redemption Date, as the case
may be, to but not including such extended Maturity Date or optional Redemption
Date. The Company shall promptly notify the Depositary, by first-class mail,
postage prepaid, of such extension of maturity or redemption. The Company also
will contemporaneously publish notice of such extension of maturity or
redemption in a United States newspaper with a national circulation (currently
expected to be The Wall Street Journal).
In the case of a tender or exchange offer for all Reference
Property (as defined below) of a particular type, Reference Property shall be
deemed to include the amount of cash or other property paid by the offeror in
the tender or exchange offer with respect to such Reference Property (in an
amount determined on the basis of the rate of exchange in such tender or
exchange offer), whether or not the Company tenders or exchanges such Reference
Property. In the case of a partial tender or exchange offer with respect to
Reference Property of a particular type, Reference Property shall be deemed to
include the amount of cash or other property paid by the offeror in the tender
or exchange offer with respect to such Reference Property in an amount
determined as if the offeror had purchased or exchanged such Reference Property
in the proportion in which all property of such type was purchased or exchanged
from the holders thereof; provided that if the Company tenders all its
Reference Property of such type, the amount of cash or other property received
that will constitute Reference Property will be determined on the basis of the
amount of such cash or other property actually received by the Company. Except
as provided above, in the event of a tender or exchange offer with respect to
Reference Property in which an offeree may elect to receive cash or other
property, Reference Property shall be deemed to include the kind and amount of
cash and other property received by offerees who elect to receive cash. If
Netscape (as defined below) or any Netscape Successor (as defined below)
distributes to all holders of Reference Property rights or warrants to
subscribe for or purchase any of its securities and the expiration date of such
rights or warrants precedes the maturity or earlier redemption of the
Securities, then Reference Property shall be deemed to include an amount in
cash equal to the Market Price (as defined below) as of the Trading Day
immediately preceding such expiration date of the portion of such rights or
warrants relating to the Reference Property, whether or not the Company
exercises such rights or warrants. If cash is received, or deemed received,
from time to time in respect of any Reference Property, the amount of such cash
at any date of determination shall be increased by an amount per annum equal to
the Applicable Treasury Rate (as defined below) on such cash from the date such
cash was received, or deemed received, to such date of determination.
Neither the Trustee nor any Paying Agent shall at any time be
under any duty or responsibility to any holder of this Security to determine
whether any facts exist which may require any adjustment of the Market Price or
with respect to the nature or extent of any such adjustment when made or with
respect to the method employed in making the same.
5
<PAGE> 6
If an Event of Default, as defined in the Indenture, shall
occur and be continuing, the principal of all the Securities may be declared due
and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the holders of the securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the holders of a majority in principal amount
of the securities at the time outstanding of each series to be affected. The
Indenture also contains provisions permitting the holders of specified
percentages in principal amount of the securities of each series at the time
outstanding, on behalf of the holders of all securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the holder of this Security shall be conclusive and
binding upon such holder and upon all future holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
As provided in and subject to the provisions of the Indenture,
the holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities, the holders of not less than 25% in principal amount of the
Securities at the time outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee
under the Indenture and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the holders of a majority in principal
amount of the Securities at the time outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the holder of this Security
for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, places and rates, and in
the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the security
register, upon surrender of this Security for registration of transfer at the
office of the Trustee in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company duly executed by the holder hereof or his or her attorney duly
authorized in writing, and thereupon one or more new Securities of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees. Such signature must be
guaranteed by an institution that is a member of the Securities Transfer Agent
Medallion Program.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
This Security shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.
6
<PAGE> 7
As used herein:
"Applicable Treasury Rate," with respect to any cash received
or deemed received, means the Reference Treasury Quotation (as defined below),
as of the date such cash was received or deemed received, on the Reference
Treasury Strip (as defined below).
"Business Day" means any day that is not a Saturday, a Sunday
or a day on which the Nasdaq National Market or banking institutions or trust
companies in The City of New York are authorized or obligated by law or
executive order to close.
"Extraordinary Cash Dividend" means, with respect to any
Reference Property consisting of capital stock, any distribution consisting of
cash, excluding any quarterly cash dividend on such stock to the extent that
the aggregate cash dividend per share of such stock in any quarter does not
exceed the greater of (x) the amount per share of such stock to the next
preceding quarterly cash dividend on such stock to the extent that such
preceding quarterly dividend did not constitute an Extraordinary Cash Dividend
and (y) 3.75 percent of the Market Value of such stock as of the date of
declaration of such dividend, and excluding any dividend or distribution in
connection with the liquidation, dissolution or winding up of the issuer of
such stock.
"Market Price" of any security as of the date of determination
means the last reported sale price of such security as reported by the Nasdaq
National Market system, or if such security is not reported by the Nasdaq
National Market system, the closing sale price for such security (or, if no
closing sale price is reported, the average of the bid and ask prices or, if
more than one in either case, the average of the average bid and average ask
prices) on such date as reported in the composite transaction for the principal
United States securities exchange on which such security is traded or, if such
security is not listed on a United States national or regional securities
exchange, the high per share bid price for such security in the
over-the-counter market as reported on the National Quotation Bureau or similar
organization, or, if such bid price is not available, the value of such
security on such date as determined by a nationally recognized investment
banking firm retained for such purpose by the Company.
"Market Value" of any security as of the date of determination
means the average of the Market Prices of such security for the 10 consecutive
Trading Days ending on such date of determination.
"Maturity Date" means March 15, 2001, subject to extension
upon the occurrence of Non-Trading Days as described herein.
"Netscape" means Netscape Communications Corporation, a
Delaware Corporation.
"Netscape Common Stock" means the Common Stock, for value
$.0001 per share, of Netscape.
"Redemption Date" means the date of any optional or mandatory
redemption of the Securities.
"Redemption Ratio" with respect to any redemption of the
Securities will be equal to (a) if the Market Value of the Reference Property
Relating to One PEPS is less than the Issue Price, 1.000, (b) if the Market
Value is equal to or greater than the Issue Price but less than or equal to
$_______ (the "Threshold Appreciation Price"), a fraction the numerator of which
is the Issue Price and the denominator of which is the Market Value and (c) if
the Market Value is greater than the Threshold Appreciation Price, 0.____. For
purposes of the foregoing, the Market Value shall be determined as of the second
Trading Day prior to the date of the redemption notice (the "Redemption Notice
Date") relating to such redemption, provided, however, that if the Market Price
of the Reference Property Relating to One PEPS on the Trading Day immediately
prior to the Redemption Notice Date is less than 95% of such Market Value, then
the Market Value for purposes of determining the Redemption Ratio shall be the
Market Price on such Trading Day.
"Reference Property" means, (A) initially that number of shares
of the Netscape Common Stock equal to the aggregate number of the Securities
issued and (B) all property received in respect of such shares of the Netscape
Common Stock (either directly or as the result of successive applications of
this paragraph) upon the following events: (i) the distribution of a dividend on
Reference Property in the same type of Reference Property, (ii) the combination
of Reference Property into a smaller number of shares or other units, (iii) the
subdivision of outstanding shares or other units of Reference Property, (iv) the
conversion or reclassification of Reference Property by issuance or exchange of
other securities, (v) any consolidation or merger of Netscape, or any surviving
entity or subsequent surviving entity of Netscape (a "Netscape Successor"), with
or into another entity (other than a merger or consolidation in which Netscape
is the continuing corporation and in which the Netscape Common Stock outstanding
immediately prior to the merger or consolidation is not exchanged for cash,
securities or other property of Netscape or another corporation), (vi) any
statutory
7
<PAGE> 8
exchange of securities of Netscape or any Netscape Successor with another
corporation (other than in connection with a merger or acquisition and other
than a statutory exchange of securities in which Netscape is the continuing
corporation and in which the Netscape Common Stock outstanding immediately
prior to the statutory exchange is not exchanged for cash, securities or other
property of Netscape or another corporation), (vii) any liquidation,
dissolution or winding up of Netscape or any Netscape Successor, (viii) any
distribution of cash or other property on Reference Property of a particular
type (excluding cash dividends or other cash distributions other than
Extraordinary Cash Dividends (as defined below)) or (ix) any tender or exchange
offer for Reference Property of a particular type (any such event, an
"Adjustment Event").
"Reference Property Relating to One PEPS" shall mean one share
of the Netscape Common Stock and such additional or substitute Reference
Property received with respect to one share of the Netscape Common Stock,
either directly or as the result of successive Adjustment Events.
"Reference Treasury Quotation" means the average of the bid
and asked yields to maturity for the Reference Treasury Strip as quoted by
three primary U.S. Government securities dealers in New York City selected by
the Company, one of which shall be Morgan Stanley & Co. Incorporated.
"Reference Treasury Strip" means the stripped principal
Treasury note for which one or more Reference Treasury Quotations are available
with a maturity date on or, if no such stripped principal Treasury note is then
quoted, next preceding the first possible Redemption Date.
"Trading Day" for any security means a Business Day on which
the security for which the Market Value is being determined (A) is not
suspended from trading on any United States national securities exchange or
United States national securities system at the close of business on such
Business Day and (B) has traded at least once on such Business Day on the
United States national securities exchange or United States national securities
system that is the primary market for the trading of such security.
8
<PAGE> 9
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument or by any assignee, shall be construed as though
they were written out in full according to applicable laws or regulations:
TEN COM-as tenants in common
TEN ENT-as tenants by the entireties
JT TEN-as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT-...........Custodian..............
(Cust) (Minor)
Under Uniform Gifts to Minors Act...................
(State)
Additional abbreviations may also be used though not in the above list.
______________________
9
<PAGE> 10
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
_______________________________________ !
!
____________________________________________!___________________________________
________________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
________________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing
________________________________________________________________________________
attorney to transfer such Security on the books of the Company, with full power
of substitution in the premises.
Dated: ________________
________________________________________________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of the within Security in every
particular without alteration or enlargement
or any change whatsoever. Such signature
must be guaranteed by an institution that is
a member of the Securities Transfer Agent
Medallion Program.
10
