<PAGE> 1
PROSPECTUS SUPPLEMENT This Filing is made pursuant to
(TO PROSPECTUS DATED FEBRUARY 28, 1996) Rule 424(b)(2) under the
Securities Act of 1933 in
[LOGO] connection with Registration
No. 33-62165.
$148,000,000
THE TIMES MIRROR COMPANY
7 1/4% DEBENTURES DUE NOVEMBER 15, 2096
------------------------
Interest on the 7 1/4% Debentures due November 15, 2096 (the "1996
Debentures") is payable semi-annually on May 15 and November 15, commencing May
15, 1997. The 1996 Debentures are not redeemable prior to maturity.
The 1996 Debentures will be represented by one or more Global Securities
registered in the name of the nominee of The Depository Trust Company, which
will act as the Depositary (the "Depositary"). Interests in the Global
Securities will be shown on, and transfers thereof will be effected only
through, records maintained by the Depositary and its participants. Except as
described herein, 1996 Debentures in definitive form will not be issued.
Settlement for the 1996 Debentures will be made in immediately available funds.
The 1996 Debentures will trade in the Depositary's Same-Day Funds Settlement
System until maturity, and secondary market trading activity for the 1996
Debentures will therefore settle in immediately available funds. All payments of
principal and interest will be made by The Times Mirror Company (the "Company")
in immediately available funds. See "Description of the 1996
Debentures--Same-Day Settlement and Payment."
Upon the occurrence of a Tax Event (as defined herein), the Company will
have the right to shorten the maturity of the 1996 Debentures to the extent
required, in the opinion of a nationally recognized independent tax counsel
experienced in such matters, such that, after the shortening of the maturity,
interest paid on the 1996 Debentures will be deductible for Federal income tax
purposes. Prospective investors should be aware, however, that the Company's
exercise of its right to shorten the maturity of the 1996 Debentures will be a
taxable event to holders if the 1996 Debentures are treated as equity for
purposes of Federal income taxation before the maturity is shortened. See
"Description of the 1996 Debentures -- Conditional Right to Shorten Maturity."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<S> <C> <C> <C>
- -------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(1)(3)
- -------------------------------------------------------------------------------
Per Debenture.............. 99.614% 1.125% 98.489%
- -------------------------------------------------------------------------------
Total...................... $147,428,720 $1,665,000 $145,763,720
===============================================================================
</TABLE>
(1) Plus accrued interest, if any, from November 13, 1996.
(2) The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deducting estimated expenses payable by the Company.
------------------------
The 1996 Debentures are offered by the several Underwriters, subject to
prior sale, when, as and if issued to and accepted by them, subject to approval
of certain legal matters by counsel for the Underwriters. The Underwriters
reserve the right to reject orders in whole or in part. It is expected that
delivery of the 1996 Debentures will be made through the book-entry facilities
at the Depositary on or about November 13, 1996.
------------------------
MERRILL LYNCH & CO.
BA SECURITIES, INC.
GOLDMAN, SACHS & CO.
MORGAN STANLEY & CO.
INCORPORATED
------------------------
The date of this Prospectus Supplement is November 7, 1996.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 1996 DEBENTURES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
USE OF PROCEEDS
The net proceeds received by the Company from the sale of the 1996
Debentures, before deducting expenses payable by the Company, will be used for
general corporate purposes, including the reduction of the Company's outstanding
commercial paper balances (which had a weighted average interest rate of 5.32%
at November 7, 1996).
DESCRIPTION OF THE 1996 DEBENTURES
The 1996 Debentures offered hereby will be issued under an Indenture, dated
as of March 19, 1996, between the Company and Citibank, N.A., as trustee (the
"Trustee"), as supplemented from time to time (the "1996 Indenture"). The form
of the 1996 Indenture is filed as an exhibit to the Registration Statement of
which the accompanying Prospectus is a part. The following summary of certain
provisions of the 1996 Indenture and of the 1996 Debentures (referred to in the
accompanying Prospectus as the "Debt Securities" or "Securities") supplements,
and to the extent inconsistent therewith replaces, the description of the
general terms and provisions of the Debt Securities set forth in the
accompanying Prospectus, to which reference is hereby made. Such summary does
not purport to be complete and is subject to, and is qualified in its entirety
by reference to, all provisions of the 1996 Indenture, including the definitions
therein of certain terms.
The 1996 Debentures offered hereby will be limited to $148,000,000
aggregate principal amount and will mature on November 15, 2096. The 1996
Debentures will bear interest at the rate per annum shown on the cover of this
Prospectus Supplement, computed on the basis of a 360-day year of twelve 30-day
months, from November 13, 1996, or from the most recent interest payment date to
which interest has been paid or provided for, payable semi-annually on May 15
and November 15 of each year, beginning on May 15, 1997. Interest payable on any
1996 Debenture which is punctually paid or duly provided for on any interest
payment date shall be paid to holders of record on the 15th day immediately
preceding such interest payment date.
The 1996 Debentures are not redeemable by the Company prior to maturity.
The 1996 Debentures will be subject to defeasance and covenant defeasance as
provided in the accompanying Prospectus.
The 1996 Debentures will be issued in book-entry form only. See
"-- Book-Entry System."
RESTRICTIVE COVENANTS
Reference is made to the section entitled "Description of Debt Securities
- -- Restrictive Covenants" in the accompanying Prospectus for a description of
the covenants applicable to the 1996 Debentures. In addition, the covenant
described below (the "Additional Covenant") shall be applicable to the 1996
Debentures. The following defined terms apply for purposes of the Additional
Covenant and the Additional Event of Default (as hereinafter defined) set forth
below:
"1995 Debentures" means the Company's 7 1/2% Debentures due July 1, 2023
and the Company's 7 1/4% Debentures due March 1, 2013, both issued under the
1995 Indenture.
"1995 Indenture" means the Indenture, dated January 30, 1995 (the "1995
Indenture"), by and between the Company and Wells Fargo Bank, NA, as successor
trustee, as amended, supplemented or otherwise modified from time to time.
"Principal Property" shall have the meaning set forth from time to time in
the 1995 Indenture. Under the 1995 Indenture as in effect on the date hereof,
the term "Principal Property" means "any manufacturing plant or facility located
within the United States of America (other than its territories or possessions)
and owned by
S-2
<PAGE> 3
the Company or any Subsidiary, except such plant or facility which, in the
opinion of the Board of Directors of the Company, is not of material importance
to the business conducted by the Company and its Subsidiaries, taken as a
whole." There can be no assurance that such definition will not be amended,
modified or eliminated in the future.
"Restricted Subsidiary" shall have the meaning set forth from time to time
in the 1995 Indenture. Under the 1995 Indenture as in effect on the date hereof,
the term "Restricted Subsidiary" means "any Subsidiary which owns or leases a
Principal Property." There can be no assurance that such definition will not be
amended, modified or eliminated in the future.
"Subsidiary" and "Voting Shares" shall have the meanings set forth from
time to time in the 1995 Indenture. Under the 1995 Indenture as in effect on the
date hereof, the term "Subsidiary" means "any corporation a majority of the
Voting Shares of which is at the time owned directly or indirectly by the
Company and its other Subsidiaries" and "Voting Shares" means "outstanding
shares of capital stock having voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such voting
power because of default in dividends or other default." There can be no
assurance that such definitions will not be amended, modified or eliminated in
the future.
The Additional Covenant is as follows:
Covenant to Secure Notes Equally. The Company will not, nor will it permit
any Subsidiary to, secure any of the 1995 Debentures by mortgage, pledge, lien
or other encumbrance (mortgages, pledges, liens and other encumbrances being
hereinafter called "mortgage" or "mortgages") upon any Principal Property or on
any shares of stock or indebtedness of any Restricted Subsidiary (whether such
Principal Property, shares of stock or indebtedness is now owned or hereafter
acquired) without in any such case effectively providing, concurrently with such
mortgage in favor of the 1995 Debentures, that the 1996 Debentures (together
with, if the Company shall so determine, any other indebtedness of or guaranteed
by the Company or such Restricted Subsidiary ranking equally with the 1996
Debentures then existing or thereafter created) shall be secured equally and
ratably with the 1995 Debentures so long as any of the 1995 Debentures shall be
so secured; provided, that if the 1995 Debentures are no longer secured by such
Principal Property, shares of stock or indebtedness (whether as a result of a
repayment of the 1995 Debentures, voluntary release or otherwise), then, upon
delivery to the Trustee of an Officers' Certificate to that effect, any mortgage
on such Principal Property, shares of stock or indebtedness in favor of the 1996
Debentures shall be reconveyed, released and terminated. In the event that the
1995 Debentures shall no longer be outstanding whether by discharge, defeasance
or otherwise, then, upon delivery to the Trustee of an Officers' Certificate to
that effect, this covenant shall immediately cease to be applicable to the 1996
Debentures (provided that if this covenant requires the release of any mortgage
securing the 1996 Debentures, this covenant shall remain in effect solely for
the purpose of effecting such release).
EVENTS OF DEFAULT
Reference is made to the section entitled "Description of Debt Securities
- -- Events of Default" in the accompanying Prospectus for a description of the
events of default applicable to the 1996 Debentures. In addition, an event of
default (the "Additional Event of Default") shall exist for the 1996 Debentures
under the 1996 Indenture if an Event of Default (as defined in the 1995
Indenture) has occurred and is continuing as a result of a breach of any
covenant set forth in Section 1006 or Section 1007 of the 1995 Indenture as such
covenants are in effect from time to time. Any such Event of Default under the
1995 Indenture which is waived by the requisite holders of the 1995 Debentures,
or which is otherwise cured, shall no longer be continuing for purposes of the
1996 Debentures and the 1996 Indenture. In the event that the 1995 Debentures
shall no longer be outstanding whether by discharge, defeasance or otherwise, or
if Section 1006 and Section 1007 are eliminated from the 1995 Indenture, then,
upon delivery to the Trustee of an Officers' Certificate to that effect, the
Additional Event of Default for the 1996 Debentures under the 1996 Indenture
shall thereupon be eliminated.
S-3
<PAGE> 4
Section 1006 of the 1995 Indenture, as in effect on the date hereof,
provides substantially as follows, although there can be no assurance that such
Section shall not be amended, modified or eliminated in the future:
Limitations on Liens. The Company will not, nor will it permit any
Subsidiary to, issue, assume or guarantee any debt for money borrowed (herein
referred to as "Debt") secured by mortgage, pledge, lien or other encumbrance
(mortgages, pledges, liens and other encumbrances being hereinafter called
"mortgage" or "mortgages") upon any Principal Property or on any shares of stock
or indebtedness of any Restricted Subsidiary (whether such Principal Property,
shares of stock or indebtedness is now owned or hereafter acquired) without in
any such case effectively providing, concurrently with the issuance, assumption
or guaranty of any such Debt, that the 1995 Debentures (together with, if the
Company shall so determine, any other indebtedness of or guaranteed by the
Company or such Restricted Subsidiary ranking equally with the 1995 Debentures
then existing or thereafter created) shall be secured equally and ratably with
such Debt; provided, however, that the foregoing restrictions shall not apply to
(i) mortgages on property, shares of stock or indebtedness of or guaranteed by
any corporation existing at the time such corporation becomes a Restricted
Subsidiary; (ii) mortgages on property existing at the time of acquisition of
such property by the Company or a Restricted Subsidiary, or mortgages to secure
the payment of all or any part of the purchase price of such property upon the
acquisition of such property by the Company or a Restricted Subsidiary, or to
secure any Debt incurred or guaranteed by the Company or a Restricted Subsidiary
prior to, at the time of, or within 120 days after the later of the acquisition,
completion of construction (including any improvements on an existing property)
or commencement of full operation of such property, which Debt is incurred or
guaranteed for the purpose of financing all or any part of the purchase price
thereof or construction or improvements thereon; provided, however, that in the
case of any such acquisition, construction or improvement the mortgage shall not
apply to any property theretofore owned by the Company or a Restricted
Subsidiary other than, in the case of any such construction or improvement, any
theretofore unimproved real property on which the property so constructed, or
improvement, is located; (iii) mortgages securing Debt of a Restricted
Subsidiary owing to the Company or to another Restricted Subsidiary; (iv)
mortgages on property of a corporation existing at the time such corporation is
merged into or consolidated with the Company or a Restricted Subsidiary or at
the time of a purchase, lease or other acquisition of the properties of a
corporation or firm as an entirety or substantially as an entirety by the
Company or a Restricted Subsidiary; (v) mortgages on property of the Company or
a Restricted Subsidiary in favor of the United States of America or any State
thereof, or any department, agency or instrumentality or political subdivision
of the United States of America or any State thereof, or in favor of any other
country, or any political subdivision thereof, to secure partial, progress,
advance or other payments pursuant to any contract or statute or to secure any
indebtedness incurred or guaranteed for the purpose of financing all or any part
of the purchase price or the cost of construction of the property subject to
such mortgages (including, but not limited to, mortgages incurred in connection
with pollution control, industrial revenue or similar financings); (vi) any
extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any mortgage referred to in the foregoing
clauses (i) to (v), inclusive; provided, however, that the principal amount of
Debt secured thereby shall not exceed the principal amount of Debt so secured at
the time of such extension, renewal or replacement, and that such extension,
renewal or replacement shall be limited to all or part of the property which
secured the mortgage so extended, renewed or replaced (plus improvements and
construction on such property); (vii) liens imposed by law, such as mechanics',
workmen's, repairmen's, materialmen's, carriers', warehousemen's, vendors' or
other similar liens arising in the ordinary course of business, or governmental
(federal, state or municipal) liens arising out of contracts for the sale of
products or services by the Company or any Restricted Subsidiary, or deposits or
pledges to obtain the release of any of the foregoing liens; (viii) pledges or
deposits under worker's compensation laws or similar legislation and liens of
judgments thereunder which are not currently dischargeable, or good faith
deposits in connection with bids, tenders, contracts (other than for the payment
of money) or leases to which the Company or any Restricted Subsidiary is a
party, or deposits to secure public or statutory obligations of the Company or
any Restricted Subsidiary, or deposits in connection with obtaining or
maintaining self-insurance or to obtain the benefits of any law, regulation or
arrangement pertaining to unemployment insurance, old age pensions, social
security or similar matters, or deposits of cash or obligations of the United
States of America to secure surety, appeal or customs
S-4
<PAGE> 5
bonds to which the Company or any Restricted Subsidiary is a party, or deposits
in litigation or other proceedings such as, but not limited to, interpleader
proceedings; (ix) liens created by or resulting from any litigation or other
proceeding which is being contested in good faith by appropriate proceedings,
including liens arising out of judgments or awards against the Company or any
Restricted Subsidiary with respect to which the Company or such Restricted
Subsidiary is in good faith prosecuting an appeal or proceedings for review; or
liens incurred by the Company or any Restricted Subsidiary for the purpose of
obtaining a stay or discharge in the course of any litigation or other
proceeding to which the Company or such Restricted Subsidiary is a party; or (x)
liens for taxes or assessments or governmental charges or levies not yet due or
delinquent, or which can thereafter be paid without penalty, or which are being
contested in good faith by appropriate proceedings; landlord's liens on property
held under lease; and any other liens or charges incidental to the conduct of
the business of the Company or any Restricted Subsidiary or the ownership of the
property and assets of any of them which were not incurred in connection with
the borrowing of money or the obtaining of advances or credit and which do not,
in the opinion of the Company, materially impair the use of such property in the
operation of the business of the Company or such Restricted Subsidiary or the
value of such property for the purposes of such business. Notwithstanding the
foregoing, the Company and any one or more Subsidiaries may issue, assume or
guarantee Debt secured by mortgage which would otherwise be subject to the
foregoing restrictions in an aggregate amount which, together with all other
Debt of the Company and its Restricted Subsidiaries which (if originally issued,
assumed or guaranteed at such time) would otherwise be subject to the foregoing
restrictions (not including Debt permitted to be secured under clauses (i)
through (x) above), does not at the time exceed 10% of the shareholders' equity
of the Company and its consolidated Subsidiaries, as shown on the audited
consolidated financial statements of the Company as of the end of the fiscal
year preceding the date of determination.
Section 1007 of the 1995 Indenture, as in effect on the date hereof,
provides substantially as follows, although there can be no assurance that such
Section shall not be amended, modified or eliminated in the future:
Limitations on Sale and Leaseback Transactions. The Company will not, nor
will it permit any Restricted Subsidiary to, enter into any arrangement with any
person providing for the leasing by the Company or any Restricted Subsidiary of
any Principal Property of the Company or any Restricted Subsidiary, whether such
Principal Property is now owned or hereafter acquired (except for temporary
leases for a term of not more than three years, except for leases between the
Company and a Restricted Subsidiary or between Restricted Subsidiaries and
except for leases of a Principal Property entered into within 120 days after the
later of the acquisition, completion of construction or commencement of full
operation of such Principal Property), which property has been or is to be sold
or transferred by the Company or such Restricted Subsidiary to such person
(herein referred to as a "Sale and Leaseback Transaction"), unless (i) the
Company or such Restricted Subsidiary would be entitled to issue, assume or
guarantee Debt secured by a mortgage upon such property at least equal in amount
to the Attributable Debt (as defined) in respect of such Sale and Leaseback
Transaction without equally and ratably securing the 1995 Debentures, provided,
however, that from and after the date on which such Sale and Leaseback
Transaction becomes effective, the Attributable Debt in respect of such Sale and
Leaseback Transaction shall be deemed for all purposes under Sections 1006 and
1007 of the 1995 Indenture to be Debt subject to the provisions of Section 1006
of the 1995 Indenture; or (ii) the Company shall apply an amount in cash equal
to the Attributable Debt in respect of such Sale and Leaseback Transaction to
the retirement (other than any mandatory retirement or by way of payment at
maturity), within 90 days of the effective date of any such Sale and Leaseback
Transaction, of Debt of the Company or any Restricted Subsidiary (other than
Debt owned by the Company or any Restricted Subsidiary and other than Debt of
the Company which is subordinated to the 1995 Debentures) which by its terms
matures at, or is extendible or renewable at the sole option of the obligor
without requiring the consent of the obligee to, a date more than twelve months
after the date of the creation of such Debt. "Attributable Debt," in respect of
any Sale and Leaseback Transaction means, at the time of determination, the
present value (discounted at the rate of interest implicit in the lease) of the
obligation of the lessee for net rental payments during the remaining term of
the lease (including any period for which such lease has been extended or may,
at the option of the lessor, be extended).
S-5
<PAGE> 6
CONDITIONAL RIGHT TO SHORTEN MATURITY
The Company intends to deduct interest paid on the 1996 Debentures for
Federal income tax purposes. However, the Clinton Administration's budget
proposal for Fiscal Year 1997, released on March 19, 1996, contained a series of
proposed tax law changes that, among other things, would prohibit an issuer from
deducting interest payments on debt instruments with a maturity of more than 40
years. On March 29, 1996, the Chairmen of the Senate Finance Committee and the
House Ways and Means Committee issued a statement to the effect that this
proposal, if enacted, would not be effective prior to the date of "appropriate
congressional action." There can be no assurance, however, that this proposal or
similar legislation affecting the Company's ability to deduct interest paid on
the 1996 Debentures will not be enacted in the future or that any such
legislation would not have a retroactive effective date.
Upon the occurrence of a Tax Event, as defined below, the Company will have
the right to shorten the maturity of the 1996 Debentures to the extent required,
in the opinion of a nationally recognized independent tax counsel experienced in
such matters, such that, after the shortening of the maturity, interest paid on
the 1996 Debentures will be deductible for Federal income tax purposes. There
can be no assurance that the Company would not exercise its right to shorten the
maturity of the 1996 Debentures upon the occurrence of such a Tax Event.
In the event that the Company elects to exercise its right to shorten the
maturity of the 1996 Debentures on the occurrence of a Tax Event, the Company
will mail a notice of shortened maturity to each holder of record of the 1996
Debentures by first-class mail not more than 60 days after the occurrence of
such Tax Event, stating the new maturity date of the 1996 Debentures. Such
notice shall be effective immediately upon mailing.
The Company believes that the 1996 Debentures should constitute
indebtedness for Federal income tax purposes under current law and an exercise
of its right to shorten the maturity of the 1996 Debentures would not be a
taxable event to holders. Prospective investors should be aware, however, that
the Company's exercise of its right to shorten the maturity of the 1996
Debentures will be a taxable event to holders if the 1996 Debentures are treated
as equity for purposes of Federal income taxation before the maturity is
shortened.
"Tax Event" means that the Company shall have received an opinion of a
nationally recognized independent tax counsel experienced in such matters to the
effect that on or after the date of the issuance of the 1996 Debentures, as a
result of (a) any amendment to, clarification of, or change (including any
announced prospective change) in laws, or any regulations thereunder, of the
United States, (b) any judicial decision, official administrative pronouncement,
ruling, regulatory procedure, notice or announcement, including any notice or
announcement of intent to adopt such procedures or regulations (an
"Administrative Action"), or (c) any amendment to, clarification of, or change
in the official position or the interpretation of such Administrative Action or
judicial decision that differs from the theretofore generally accepted position,
in each case, on or after the date of the issuance of the 1996 Debentures, such
change in tax law creates a more than insubstantial risk that interest paid by
the Company on the 1996 Debentures is not, or will not be, deductible, in whole
or in part, by the Company for purposes of Federal income tax.
BOOK-ENTRY SYSTEM
The Depository Trust Company, New York, New York, will act as depositary
(the "Depositary") for the 1996 Debentures. The 1996 Debentures will be
represented by one or more Global Securities registered in the name of Cede &
Co., the nominee of the Depositary. Accordingly, beneficial interests in the
1996 Debentures will be shown on, and transfer thereof will be effected only
through, records maintained by the Depositary and its participants.
The Depositary has advised the Company and the Underwriters as follows: the
Depositary is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended. The Depositary holds
S-6
<PAGE> 7
securities that its participants ("Direct Participants") deposit with the
Depositary. The Depositary also facilitates the settlement among Direct
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in such
Direct Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers (including the Underwriters), banks, trust companies,
clearing corporations and certain other organizations. The Depositary is owned
by a number of its Direct Participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the Depositary's book-entry system is also available to
others such as securities brokers and dealers, banks and trust companies that
clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The rules applicable to
the Depositary and its Direct and Indirect Participants are on file with the
Securities and Exchange Commission.
Principal and interest payments on the 1996 Debentures registered in the
name of the Depositary's nominee will be made in immediately available funds to
the Depositary's nominee as the registered owner of the Global Securities. Under
the terms of the 1996 Debentures, the Company and the Trustee will treat the
persons in whose names the 1996 Debentures are registered as the owners of such
1996 Debentures for the purpose of receiving payment of principal and interest
on such securities and for all other purposes whatsoever. Therefore, neither the
Company, the Trustee nor any paying agent has any direct responsibility or
liability for the payment of principal or interest on the Global Securities to
owners of beneficial interests in the Global Securities. The Depositary has
advised the Company and the Trustee that its current practice is, upon receipt
of any payment of principal or interest, to credit Direct Participants' accounts
on the payment date in accordance with their respective holdings of beneficial
interests in the Global Securities as shown on the Depositary's records, unless
the Depositary has reason to believe that it will not receive payment on the
payment date. Payments by Direct and Indirect Participants to owners of
beneficial interests in the Global Securities will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such Direct and Indirect Participants and not of
the Depositary, the Trustee or the Company, subject to any statutory
requirements that may be in effect from time to time. Payment of principal and
interest to the Depositary is the responsibility of the Company or the Trustee;
disbursement of such payments to the owners of beneficial interests in the
Global Securities shall be the responsibility of the Depositary and Direct and
Indirect Participants.
The 1996 Debentures represented by a Global Security will be exchangeable
for 1996 Debentures in definitive form of like tenor as such Global Security in
denominations of $1,000 and in any greater amount that is an integral multiple
if the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or if at any time the Depositary
ceases to be a clearing agency registered under applicable law and a successor
depositary is not appointed by the Company within 90 days or the Company in its
discretion at any time determines not to require all of the 1996 Debentures of
such series to be represented by a Global Security and notifies the Trustee
thereof. Any 1996 Debentures that are exchangeable pursuant to the preceding
sentence are exchangeable for 1996 Debentures issuable in authorized
denominations and registered in such names as the Depositary shall direct.
Subject to the foregoing, a Global Security is not exchangeable, except for a
Global Security or Global Securities of the same aggregate denominations to be
registered in the name of the Depositary or its nominee.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the 1996 Debentures will be made by the Underwriters in
immediately available funds. All payments of principal and interest on the 1996
Debentures will be made by the Company in immediately available funds.
S-7
<PAGE> 8
UNDERWRITING
Subject to the terms and conditions set forth in a purchase agreement (the
"Purchase Agreement"), the Company has agreed to sell to each of the
underwriters named below (the "Underwriters"), and each of the Underwriters for
whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, BA Securities, Inc.,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated are acting as
representatives (the "Representatives"), severally has agreed to purchase, the
principal amount of the 1996 Debentures set forth opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------------------------------------------------------------------- ------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.............................................. $ 35,000,000
BA Securities, Inc..................................................... 35,000,000
Goldman, Sachs & Co.................................................... 35,000,000
Morgan Stanley & Co. Incorporated...................................... 35,000,000
Bear, Stearns & Co. Inc................................................ 2,000,000
CS First Boston Corporation............................................ 2,000,000
Salomon Brothers Inc................................................... 2,000,000
Smith Barney Inc....................................................... 2,000,000
------------
Total...................................................... $148,000,000
============
</TABLE>
The Purchase Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the 1996 Debentures is subject to
the approval of certain legal matters by their counsel and to certain other
conditions. The Underwriters are committed to take and pay for all of the 1996
Debentures if any are taken.
The Representatives have advised the Company that the Underwriters propose
initially to offer the 1996 Debentures to the public at the public offering
price set forth on the cover page of this Prospectus Supplement, and to certain
dealers at such price less a concession of .625% of the principal amount of the
1996 Debentures. The Underwriters may allow, and such dealers may reallow, a
discount not to exceed .375% of the principal amount of the 1996 Debentures to
certain other dealers. After the initial public offering, the public offering
price, concession and discount may be changed.
The 1996 Debentures are a new issue of securities with no established
trading market. The Company does not intend to apply for listing of the 1996
Debentures on any securities exchange. The Company has been advised by the
Representatives that the Underwriters intend to make a market in the 1996
Debentures but are not obligated to do so and may discontinue such market making
at any time without notice. No assurance can be given as to the liquidity of the
trading market for the 1996 Debentures.
The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.
From time to time the Underwriters have provided, and continue to provide,
commercial or investment banking services to the Company.
CERTAIN LEGAL MATTERS
The validity of the 1996 Debentures offered hereby will be passed upon for
the Company by Gibson, Dunn & Crutcher LLP, Los Angeles, California. Certain
legal matters in connection with the 1996 Debentures offering will be passed
upon for the Underwriters by Latham & Watkins, Los Angeles, California.
S-8
<PAGE> 9
P R O S P E C T U S
THE TIMES MIRROR COMPANY
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
------------------------
The Times Mirror Company, a Delaware corporation (the "Company" or "Times
Mirror"), may offer and sell, from time to time, up to an initial aggregate
offering price of $200 million, its: (i) debt securities ("Debt Securities") in
one or more series, consisting of debentures, notes or other evidences of
indebtedness and having such prices and terms as are determined at the time of
sale; (ii) shares of Preferred Stock, par value $1.00 per share ("Preferred
Stock"), which may be issued in one or more series; (iii) shares of Series A
Common Stock, par value $1.00 per share ("Series A Common Stock"), and shares of
Series B Common Stock, par value $1.00 per share ("Series B Common Stock" and
collectively with Series A Common Stock, the "Common Stock"), which may be
issued in one or both series; and (iv) Warrants ("Warrants") to purchase Debt
Securities, Preferred Stock or Common Stock. The Debt Securities, Preferred
Stock, Common Stock and Warrants are collectively referred to herein as
"Securities." The Securities may be issued as units and in any combination.
Specific terms of the Securities ("Offered Securities") in respect of which
this Prospectus is being delivered will be set forth in an accompanying
Prospectus Supplement ("Prospectus Supplement"), together with the terms of the
offering of the Offered Securities and the initial price and net proceeds to the
Company from the sale thereof. The Prospectus Supplement will set forth with
regard to the particular Offered Securities, without limitation, the following:
(i) in the case of Debt Securities, the specific designation, aggregate
principal amount, ranking as senior or subordinated debt, authorized
denomination, maturity, rate or rates of interest (or method of calculation
thereof) and dates for payment thereof, any exchangeability, conversion,
redemption, prepayment or sinking fund provisions, the currency or currencies or
currency unit or currency units in which principal, premium, if any, or
interest, if any, is payable, and any listing on a national securities exchange;
(ii) in the case of Preferred Stock, the designation, number of shares,
liquidation preference per share, initial public offering price, dividend rate
(or method of calculation thereof), dates on which dividends shall be payable
and dates from which dividends shall accrue, any redemption or sinking fund
provisions, any voting rights, any conversion or exchange rights and any listing
on a national securities exchange; (iii) in the case of Common Stock, the number
of shares of Common Stock and the terms of the offering and sale thereof and any
listing on a national securities exchange; and (iv) in the case of Warrants, the
number and terms thereof, the designation and number of Debt Securities,
Preferred Stock or Common Stock issuable upon their exercise, the exercise
price, the terms of the offering and sale thereof, where applicable, the
duration and detachability thereof, and any listing of the Warrants or the
underlying Debt Securities, Preferred Stock or Common Stock on a national
securities exchange. The Prospectus Supplement will also contain information,
where applicable, about certain federal income tax considerations relating to
the Securities covered by the Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
Prior to issuance there will have been no market for the Debt Securities,
Preferred Stock, Series B Common Stock or Warrants and there can be no assurance
that a secondary market for the Debt Securities or Warrants will develop. This
Prospectus may not be used to consummate sales of Securities unless accompanied
by a Prospectus Supplement. The Securities may be offered through one or more
different plans of distribution, including offerings through underwriters. See
"Plan of Distribution."
THE DATE OF THIS PROSPECTUS IS FEBRUARY 28, 1996
<PAGE> 10
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (together with all amendments and
exhibits thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Debt Securities,
Preferred Stock, Common Stock and Warrants. This Prospectus, which constitutes
part of the Registration Statement, does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the Rules and Regulations of the Commission. For further
information with respect to the Company, reference is made to the Registration
Statement.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such registration statement and the other reports and information
filed by Times Mirror with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and at its regional
offices located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, 13th Floor, New
York, New York 10048. Copies of such material can be obtained from the public
reference section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Series A Common Stock and Conversion Preferred
Stock, Series B, par value $1.00 per share ("Series B Preferred Stock"), of
Times Mirror are listed on the New York Stock Exchange (the "NYSE") and Series A
Common Stock is also listed on the Pacific Stock Exchange and reports, proxy and
information statements and other information concerning Times Mirror can be
inspected at such exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
(File No. 1-13492) pursuant to the Exchange Act are incorporated by reference
and shall be deemed a part hereof:
(a) Times Mirror's Annual Report on Form 10-K for the year ended
December 31, 1994;
(b) Times Mirror's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995;
(c) Times Mirror's Current Reports on Form 8-K dated February 1, 1995
and March 23, 1995; and
(d) The description of the Company's Series A Common Stock and Series
B Preferred Stock set forth under the caption "Description of Registrant's
Securities to be Registered" in Times Mirror's Registration Statements on
Form 8-A dated November 21, 1994 and December 22, 1994, respectively,
together with any amendment or report filed with the Commission for the
purpose of updating such descriptions.
All other reports filed by Times Mirror pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the securities hereby are incorporated herein
by reference and shall be deemed a part hereof when filed.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is incorporated or deemed
to be incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. Subject to the
foregoing, all information appearing in this Prospectus is qualified in its
entirety by the information appearing in the documents incorporated by
reference.
This Prospectus may not be used to consummate sales of Offered Securities
unless accompanied by a Prospectus Supplement. The delivery of this Prospectus
together with a Prospectus Supplement relating to particular Offered Securities
in any jurisdiction shall not constitute an offer in the jurisdiction of any
other securities covered by this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WITH RESPECT TO THE
COMPANY THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE
AVAILABLE WITHOUT CHARGE TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM
THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST TO CORPORATE
SECRETARY, THE TIMES MIRROR COMPANY, TIMES MIRROR SQUARE, LOS ANGELES,
CALIFORNIA 90053, TELEPHONE (213) 237-3700.
2
<PAGE> 11
THE COMPANY
Times Mirror is engaged principally in the newspaper publishing,
professional information and consumer media publishing businesses. Times Mirror
publishes the Los Angeles Times, Newsday, The Baltimore Sun, The Hartford
Courant, The Morning Call, The (Stamford) Advocate, the Greenwich Times, and
several smaller newspapers. Through its subsidiaries, the Company also provides
professional information to the legal, aviation and health care industries,
publishes college texts, other categories of books and magazines and also
provides training information and services. Times Mirror was incorporated in the
State of Delaware in June 1994 for the purpose of owning and operating these
businesses after a reorganization of Times Mirror's predecessor was completed in
February 1995. Times Mirror's predecessor was incorporated in 1884 in the State
of California and was reincorporated in the State of Delaware in 1986. All
references herein to the Company and Times Mirror shall include Times Mirror's
predecessor, Times Mirror's subsidiaries and Times Mirror, collectively, unless
the context suggests otherwise.
Times Mirror's principal executive offices are located at Times Mirror
Square, Los Angeles, California 90053 and its telephone number is (213)
237-3700.
USE OF PROCEEDS
Unless otherwise set forth in the accompanying Prospectus Supplement, the
net proceeds from the sale of the Securities will be used for general corporate
purposes.
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS
TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the ratio of earnings to fixed charges and
the ratio of earnings to fixed charges and preferred stock dividends for the
Company for the periods indicated.
<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED DECEMBER 31 ENDED
---------------------------------------- SEPTEMBER 30,
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges 2.6x 1.3x (a) 2.0x 3.8x (b)
Ratio of earnings to fixed charges and
preferred stock dividends N/A N/A N/A N/A N/A (c)
</TABLE>
- ---------------
(a) Earnings are approximately $7 million lower than the amount needed to cover
fixed charges in this year, as earnings in 1992 were impacted by over $200
million in restructuring charges.
(b) Earnings are approximately $237 million lower than the amount needed to
cover fixed charges in this period, as earnings were impacted by
approximately $383 million in restructuring charges.
(c) Earnings are approximately $291 million lower than the amount needed to
cover fixed charges and preferred stock dividends in this period, as
earnings were impacted by approximately $383 million in restructuring
charges.
The ratio of earnings to fixed charges was computed by dividing earnings
(income from continuing operations before income taxes, adjusted for fixed
charges (net of capitalized interest), equity income or loss from unconsolidated
affiliates and amortization of capitalized interest) by fixed charges for the
periods indicated. Fixed charges include interest incurred on long-term and
other debt, capitalized interest, the interest factor deemed to be included in
rental expense, and certain amortization.
The ratio of earnings to fixed charges and preferred stock dividends was
computed as described above, except that fixed charges were combined with the
preferred stock dividends for the period indicated. The preferred stocks were
issued in 1995 and began accruing dividends on March 1, 1995.
DESCRIPTION OF DEBT SECURITIES
The following description of the Debt Securities sets forth certain general
terms and provisions of the Debt Securities to which any Prospectus Supplement
may relate ("Offered Debt Securities"). Offered Debt Securities may be issued
from time to time in one or more series. The particular terms of each series of
Offered Debt Securities will be described in the Prospectus Supplement or
Prospectus Supplements relating to such series.
3
<PAGE> 12
The Offered Debt Securities will be issued under an Indenture (the
"Indenture"), between Times Mirror and a trustee (the "Trustee"), the form of
which has been filed as an exhibit to the Registration Statement of which this
Prospectus is a part. The following summaries of certain provisions of the
Indenture do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, all of the provisions of the Indenture,
including the definitions therein of certain terms capitalized in this
Prospectus. Wherever particular sections, articles or defined terms of the
Indenture are referred to herein or in a Prospectus Supplement, such sections,
articles or defined terms are incorporated herein or therein by reference.
GENERAL
The Indenture does not limit the aggregate amount of Offered Debt
Securities that may be issued thereunder, and Offered Debt Securities may be
issued thereunder from time to time in one or more separate series up to the
aggregate principal amount from time to time authorized by Times Mirror for each
series. The Offered Debt Securities will be unsecured and unsubordinated
obligations of Times Mirror and will rank equally and ratably with other
unsecured and unsubordinated indebtedness of Times Mirror.
The applicable Prospectus Supplement or Prospectus Supplements will
describe, to the extent applicable, each of the following terms of the series of
Offered Debt Securities in respect of which this Prospectus is being delivered:
(i) the title of the Offered Debt Securities; (ii) any limit on the aggregate
principal amount of the Offered Debt Securities; (iii) whether any of the
Offered Debt Securities are to be issuable in permanent global form and, if so,
the terms and conditions, if any, upon which interests in such Offered Debt
Securities in global form may be exchanged, in whole or in part, for the
individual Offered Debt Securities represented thereby; (iv) the person to whom
any interest on any Offered Debt Security of the series will be payable if other
than the person in whose name the Offered Debt Security is registered on the
Regular Record Date; (v) the date or dates on which the Offered Debt Securities
will mature; (vi) the rate or rates at which the Offered Debt Securities will
bear interest (or the method by which such rate or rates will be determined), if
any; (vii) the date or dates from which any such interest will accrue, the
Interest Payment Dates on which any such interest on the Offered Debt Securities
will be payable and the Regular Record Date for any interest payable on any
Interest Payment Date; (viii) each office or agency where the principal of,
premium, if any, and interest, if any, on the Offered Debt Securities will be
payable; (ix) the period or periods within which, the events upon the occurrence
of which, and the price or prices at which, the Offered Debt Securities may,
pursuant to any optional or mandatory provisions, be redeemed or purchased, in
whole or in part, by Times Mirror and any terms and conditions relevant thereto;
(x) the denominations in which any Offered Debt Securities will be issuable, if
other than denominations of $1,000 and any integral multiple thereof; (xi) the
currency or currencies, including composite currencies, of payment of principal
of, and any premium and interest on, the Offered Debt Securities if other than
United States dollars; (xii) any index or formula used to determine the amount
of payments of principal of and any premium and any interest on the Offered Debt
Securities; (xiii) if other than the principal amount thereof, the portion of
the principal amount of the Offered Debt Securities of the series that will be
payable upon declaration of the acceleration of the maturity thereof; (xiv) the
applicability of the provisions described under "Restrictive Covenants"; (xv)
any Events of Default with respect to the Securities of such series, if not
otherwise set forth under "Events of Default"; (xvi) the applicability of the
provisions described under "Defeasance and Discharge"; (xvii) whether the
Offered Debt Securities are convertible or exchangeable into shares of Common
Stock or any other security of the Company or other entities and the terms of
any such conversion or exchange; and (xviii) any other terms of the Offered Debt
Securities not inconsistent with the provisions of the Indenture.
Offered Debt Securities may be issued at a discount from their principal
amount. Certain federal income tax considerations and other special
considerations applicable to any such original issue discount securities will be
described in the applicable Prospectus Supplement.
EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal, premium, if any, and interest, if any, on the Offered Debt
Securities will be payable, and the exchange of and the transfer of Offered Debt
Securities will be registrable, at the office or agency of Times Mirror
maintained for such
4
<PAGE> 13
purpose and at any other office or agency maintained for such purpose. Unless
otherwise indicated in the applicable Prospectus Supplement, the Offered Debt
Securities will be issued in denominations of $1,000 or integral multiples
thereof. No service charge will be made for any registration of transfer or
exchange of the Offered Debt Securities, but Times Mirror may require payment of
a sum sufficient to cover any tax or other governmental charge imposed in
connection therewith.
GLOBAL SECURITIES
If the Offered Debt Securities are represented by one or more Global
Securities, the applicable Prospectus Supplement will describe the terms of the
depositary arrangement with respect to such Global Securities.
RESTRICTIVE COVENANTS
Affirmative Covenants. In addition to such other covenants, if any, as may
be described in the accompanying Prospectus Supplement and except as may
otherwise be set forth therein, the Indenture for the Offered Debt Securities
will require the Company, subject to certain limitations described therein, to,
among other things, do the following: (i) deliver to the Trustee copies of all
reports filed with the Commission; (ii) deliver to the Trustee annual officers'
certificates with respect to the Company's compliance with its obligations under
the Indenture; (iii) maintain its corporate existence subject to the provisions
described below relating to mergers and consolidations; and (iv) pay all taxes
when due except where such taxes are being contested in good faith. Except as
may be set forth in the accompanying Prospectus Supplement, the Indenture will
not restrict the business or operations of the Company or its subsidiaries,
limit their indebtedness or prohibit any liens, charges or other encumbrances on
any properties or other assets they may have from time to time.
REDEMPTION
If and to the extent set forth in the accompanying Prospectus Supplement,
the Company will have the right to redeem the Offered Debt Securities, from time
to time, in whole or in part, after the date and at the redemption prices set
forth in the accompanying Prospectus Supplement.
CONSOLIDATION, MERGER AND SALE OR LEASE OF ASSETS
Times Mirror, without consent of any holders of outstanding Debt
Securities, may consolidate with or merge into, or transfer or lease its assets
substantially as an entirety to any Person, and any Person may consolidate with
or merge into, or transfer or lease its assets substantially as an entirety to
Times Mirror, provided that (i) the Person (if other than Times Mirror) formed
by such consolidation or into which Times Mirror is merged or the Person which
acquires or leases the assets of Times Mirror substantially as an entirety is a
corporation, partnership or trust organized and existing under the laws of any
United States jurisdiction and expressly assumes Times Mirror's obligations on
the Offered Debt Securities and under the Indenture, (ii) immediately after
giving effect to such transaction no Event of Default (as defined below), and no
event which, after notice or lapse of time or both, would become an Event of
Default, happened and is continuing, and (iii) certain other conditions are met.
EVENTS OF DEFAULT
Except as may be described in the accompanying Prospectus Supplement, an
"Event of Default" will be defined under the Indenture for the Offered Debt
Securities as being any one of the following events: (i) default for 30 days in
payment of any interest on the Offered Debt Securities; (ii) default in payment
of any principal of (or premium, if any, on) the Offered Debt Securities, either
at maturity, upon redemption or otherwise; (iii) default for 90 days after
written notice in the performance of, or breach of, any covenants or warranty of
Times Mirror in the Indenture; and (iv) certain events of bankruptcy, insolvency
or reorganization.
5
<PAGE> 14
The Indenture for the Offered Debt Securities will provide that if an Event
of Default (other than an Event of Default due to certain events of bankruptcy,
insolvency or reorganization) has occurred and is continuing, either the Trustee
or the holders of not less than 25% in principal amount of the Offered Debt
Securities outstanding under the Indenture for the Offered Debt Securities, or
such other amount as may be specified in the Prospectus Supplement, may declare
the principal amount of all Offered Debt Securities under that Indenture to be
due and payable immediately.
The Indenture will provide that the Trustee shall, within 90 days after the
occurrence of a default under the Indenture with respect to Offered Debt
Securities of any series, mail to all holders of Offered Debt Securities of such
series notice of such default known to the Trustee, unless such default shall
have been cured or waived; provided that, except in the case of default in the
payment of principal of or interest on any of such series, the Trustee may
withhold such notice if it in good faith determines that the withholding of such
notice is in the interest of the holders.
The Indenture will provide that Times Mirror is required to furnish to the
Trustee annually a statement of certain officers of Times Mirror to the effect
that, to the best of their knowledge, Times Mirror is not in default in the
performance and observance of any of the terms of the Indenture or, if they have
knowledge that Times Mirror is in default, specifying such default.
The Indenture will provide that the holders of not less than a majority in
aggregate principal amount of all outstanding Offered Debt Securities of any
series will have the right, on behalf of the holders of all outstanding Offered
Debt Securities of such series, to waive certain defaults and, subject to
certain limitations, to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to Offered Debt Securities of that
series. The Indenture will also provide that in case an Event of Default with
respect to Offered Debt Securities of any series has occurred and is continuing,
the Trustee shall exercise, with respect to such series, such of the rights and
powers vested in it under the Indenture, and use the same degree of care and
skill in its exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs. Subject to such provisions, the
Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request or direction of any of the holders unless
such holders shall have offered to the Trustee reasonable security or indemnity.
DEFEASANCE AND DISCHARGE
Except as may otherwise be provided in the accompanying Prospectus
Supplement, the Company can discharge or defease its obligations under the
Indenture for the Offered Debt Securities as set forth below.
Under terms satisfactory to the Trustee, the Company may discharge certain
obligations to holders of the Offered Debt Securities that have not already been
delivered to the Trustee for cancellation and that have either become due and
payable or are by their terms due and payable within one year (or scheduled for
redemption within one year) by irrevocably depositing with the Trustee funds, as
trust funds in an amount certified to be sufficient to pay at maturity (or upon
redemption) the principal of and premium, if any, and interest on such Offered
Debt Securities.
The Company may also discharge any and all of its obligations to holders of
the Offered Debt Securities at any time ("defeasance"), but may not thereby
avoid its duty to register the transfer or exchange of the Offered Debt
Securities, to replace any temporary, mutilated, destroyed, lost or stolen
Offered Debt Securities or to maintain an office or agency in respect of such
Offered Debt Securities and certain other obligations. Alternatively, the
Company may be released with respect to the Offered Debt Securities from the
obligations imposed by specific sections of the Indenture for the Offered Debt
Securities (including the covenant described above limiting consolidations,
mergers, asset sales and leases) and omit to comply with such provisions without
creating an Event of Default ("covenant defeasance"). Defeasance or covenant
defeasance may be effected only if, among other things: (i) the Company
irrevocably deposits with the Trustee cash or U.S. Government Obligations, or a
combination thereof, as trust funds in an amount certified to be sufficient to
pay at maturity the principal of and premium, if any, and interest on all
outstanding Offered Debt Securities; (ii) no Event of Default under the
Indenture for the Offered Debt Securities has occurred and is
6
<PAGE> 15
then continuing; (iii) the defeasance or covenant defeasance will not result in
a breach or violation of, or constitute a default under, under any agreement to
which the Company is a party or by which it is bound; and (iv) the Company
delivers to the Trustee an opinion of counsel to the effect that the holders of
Debt Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such defeasance or covenant defeasance and that such
defeasance or covenant defeasance will not otherwise alter such holders' federal
income tax treatment of principal and interest payments on the Offered Debt
Securities.
MODIFICATIONS TO THE INDENTURE
Except as may otherwise be set forth in the accompanying Prospectus
Supplement, the Indenture for the Offered Debt Securities will provide that the
Company and the Trustee may enter into supplemental indentures without the
consent of the holders of Offered Debt Securities to, among other things: (i)
add covenants, conditions and restrictions for the protection of the holders of
Offered Debt Securities; (ii) surrender any right of or power conferred upon the
Company; (iii) cure any ambiguity or correct any inconsistency in the Indenture
for the Offered Debt Securities; (iv) make any change that does not adversely
affect the legal rights of holders of Offered Debt Securities; (v) modify,
eliminate or add to the provisions of the Indenture for the Offered Debt
Securities to the extent necessary to qualify that Indenture under applicable
federal statutes; or (vi) make any other changes in the Indenture before Offered
Debt Securities are issued thereunder, provided that such changes are not
prohibited by the Trust Indenture Act.
Except as may otherwise be set forth in the accompanying Prospectus
Supplement, the Indenture for the Offered Debt Securities also will contain
provisions permitting the Company and the Trustee, with the consent of the
holders of not less than a majority in principal amount of Offered Debt
Securities outstanding affected by such supplemental indenture, to enter into
supplemental indentures in order to add any provision to, change in any manner
or eliminate any of the provisions of the Indenture for the Offered Debt
Securities or modify in any manner the rights of the holders of the Offered Debt
Securities so affected; provided that no such supplemental indenture shall,
among other things, without the consent of the holder of each outstanding
Offered Debt Security affected thereby: (i) reduce the percentage in principal
amount of Offered Debt Securities whose holders must consent to an amendment to
the Indenture or supplemental indenture or waiver with respect to the Indenture;
(ii) reduce the rate of or change the time for payment of interest on any
Offered Debt Security; (iii) reduce the principal of or change the fixed
maturity of any Offered Debt Security; or (iv) waive a default in the payment of
the principal of, or interest on, any Offered Debt Security. The holders of at
least a majority in principal amount of Offered Debt Securities outstanding of
any series may, on behalf of the holders of all Offered Debt Securities of that
series, waive any past default under the Indenture with respect to that series,
except a default in the payment of the principal of, or premium, if any, or
interest on, any Offered Debt Security of that series or in respect of a
covenant or provision that under the Indenture cannot be modified or amended
without the consent of the holder of each Offered Debt Security outstanding of
the series affected.
REGARDING THE TRUSTEE
The Indenture contains certain limitations on the right of the Trustee,
should it become a creditor of Times Mirror, to obtain payment of claims in
certain cases, or to realize for its own account on certain property received in
respect of any such claim as security or otherwise. The Trustee will be
permitted to engage in certain other transactions; provided, however, that if it
acquires any conflicting interest, it must eliminate such conflict or resign.
GOVERNING LAW
Unless otherwise specified in the accompanying Prospectus Supplement, the
Indenture for the Offered Debt Securities and the Offered Debt Securities will
be governed by New York law.
7
<PAGE> 16
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue: (i) 500,000,000 shares of Series A
Common Stock, of which 76,860,290 shares were issued and outstanding at February
22, 1996; (ii) 100,000,000 shares of Series B Common Stock, none of which is
outstanding; (iii) 300,000,000 shares of Series C Common Stock, par value $1.00
per share ("Series C Common Stock"), of which 27,937,624 shares were issued and
outstanding at February 22, 1996; and (iv) 33,000,000 shares of Preferred Stock,
of which (a) 900,000 shares are designated Preferred Stock, Series A, par value
$1.00 per share ("Series A Preferred Stock"), of which 823,568 were issued and
outstanding at February 22, 1996 and (b) 25,000,000 shares are designated Series
B Preferred Stock, of which 7,789,276 were issued and outstanding at February
22, 1996.
COMMON STOCK
General
The following description of the Common Stock and the Series C Common Stock
sets forth general terms and provisions of the Common Stock to which any
Prospectus Supplement may relate, including a Prospectus Supplement providing
that Common Stock will be issuable upon conversion of Debt Securities or
Preferred Stock by the Company, upon exercise of Warrants or under the terms of
the Stock Purchase Contracts, as the case may be.
The following description of the Series A Common Stock and Series C Common
Stock is summarized from, and qualified in its entirety by reference to, the
Amended and Restated Certificate of Incorporation of the Company (the "Restated
Certificate") and the Certificate of Designation of the Series C Common Stock
(the "Series C Certificate of Designation"), filed as exhibits to the
Registration Statement of which this Prospectus constitutes a part. Except with
respect to transfer and voting, Series C Common Stock are identical in all
respects to Series A Common Stock. Series C Common Stock is entitled to 10 votes
per share and, as described below, will be subject to significant transfer
restrictions. The Series A Common Stock is listed on the NYSE and the Pacific
Stock Exchange. As discussed below, as a result of restrictions on transfer, the
Series C Common Stock is not traded.
Rights to Designate Series B Common Stock
Pursuant to the Restated Certificate, the Board of Directors of the Company
is entitled to designate certain rights, powers and preferences of a class of
Series B Common Stock in addition to the outstanding Series A Common Stock and
the Series C Common Stock, as discussed below. First, the Board may determine
the exact number of votes per share of Series B Common Stock at not less than
1/10 nor more than 1. Second, the Board may also make other changes in the
rights, powers and preferences of the Series B Common Stock, provided that in no
such case may the rights, powers and preferences of any such series be greater
than those described herein. Subject to the foregoing, it is anticipated that
Series B Common Stock, if authorized by the Board of Directors, will be
identical in all respects to the Series A Common Stock currently outstanding,
except with respect to voting. Specifically, it is anticipated that each share
of Series B Common Stock will be entitled to one-tenth (1/10) of a vote rather
than one vote per share.
The description herein of the rights, powers and preferences of the Series
B Common Stock is subject to the discretionary authority of the Board as
described above. The Board presently has no intention of issuing any shares of
Series B Common Stock or of utilizing such authority to vary the terms of the
Series B Common Stock from those described herein unless it determines that such
change is necessary in light of legal developments or in order to comply with,
or establish an exemption from, any applicable law, regulation or rule of any
governmental authority, national securities exchange or national market system.
Voting
Except as set forth below, all actions submitted to a vote of the Company's
stockholders will be voted on by holders of Series A Common Stock, Series B
Common Stock, Series C Common Stock and Series B Preferred Stock voting together
as a single class. The affirmative vote of the holders of a majority of the
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outstanding shares of Series A Common Stock, Series B Common Stock and/or Series
C Common Stock, voting separately as a class, is required (i) to approve any
amendment to the Restated Certificate that would alter or change the powers,
preferences or special rights of such series so as to affect it adversely and
(ii) to approve such other matters as may require class votes under the General
Corporation Law of the State of Delaware.
Dividends and Other Distributions (including Distributions upon Liquidation
or Sale of the Company)
Unless otherwise determined by the Board in the resolutions providing for
the issuance of Series B Common Stock, each share of Series A Common Stock,
Series B Common Stock and Series C Common Stock is equal in respect of dividends
and other distributions in cash, stock or property (including distributions upon
liquidation of the Company and consideration to be received upon a merger or
consolidation of the Company or a sale of all or substantially all of the
Company's assets), except that in the case of dividends or other distributions
payable on the Series A Common Stock, Series B Common Stock or Series C Common
Stock in shares of such stock, including distributions pursuant to stock splits
or dividends, only Series A Common Stock is to be distributed with respect to
Series A Common Stock; only Series B Common Stock is to be distributed with
respect to Series B Common Stock; and only Series C Common Stock is to be
distributed with respect to Series C Common Stock. In no event will either
Series A Common Stock, Series B Common Stock or Series C Common Stock be split,
divided or combined unless each other class is proportionately split, divided or
combined. The Series A Preferred Stock and Series B Preferred Stock rank prior
to the Common Stock. See "Preferred Stock -- Ranking" below.
Restrictions on Transfer of Series C Common Stock; Convertibility of Series
C Common Stock into Series A Common Stock
As more fully described below, the transferability of the Series C Common
Stock is significantly restricted. For example, in the case of holders of Series
C Common Stock who are individuals, permitted transferees include certain family
members of the holder and certain entities controlled by, or for the benefit of,
the holder and such family members.
As a result of such restrictions on transfer, no trading market will
develop in Series C Common Stock. The Series C Common Stock is, however,
convertible at all times and without cost to the holder (except any transfer
taxes which may be payable, as in the case of any transfer of Series A Common
Stock, if certificates are to be issued in a name other than that in which the
certificate surrendered is registered) into Series A Common Stock on a share for
share basis. To effect such a conversion, the Series C Common Stock holder must
deliver to the Company's transfer agent a certificate or certificates
representing Series C Common Stock to be converted and a written notice of the
election of such holder to convert such Series C Common Stock into Series A
Common Stock indicating, among other things, the names and addresses of persons
to whom certificates representing Series A Common Stock shall be issued.
Stockholders desiring to sell their equity interest in the Company represented
by their shares of Series C Common Stock may convert those shares into an equal
number of shares of Series A Common Stock and sell the shares of Series A Common
Stock in the public market.
A stockholder who does not wish to complete the conversion process prior to
a sale may effect a sale of the Series A Common Stock into which such
stockholder's Series C Common Stock is convertible by delivering the certificate
or certificates for such shares of Series C Common Stock to a broker, properly
endorsed. The broker will then present the Series C Common Stock certificate or
certificates to the Company's transfer agent who will issue to the purchaser a
certificate for the number of shares of Series A Common Stock sold in settlement
of the transaction. (If the stockholder sells fewer than all of the shares of
Series A Common Stock into which such Series C Common Stock certificate or
certificates could be converted, the transfer agent will return to such
stockholder a certificate for Series C Common Stock representing the balance of
such shares unless the stockholder specifies that the transfer agent should
return a certificate for Series A Common Stock). Accordingly, there should be no
delay or extra expense involved in selling the equity interest in the Company
represented by the Series C Common Stock. Series A Common Stock and Series B
Common Stock is not convertible by the holders thereof into any other class of
stock.
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The Company does not believe that Series C Common Stock will be accepted as
security for the extension of credit by securities brokers or dealers. It is
however, permissible to pledge Series C Common Stock to secure loans from banks
and other lenders, provided that such shares are not transferred to or
registered in the name of the pledgee and that upon a foreclosure of the pledge,
the pledgee may only convert such shares into Series A Common Stock or transfer
such shares only to a person to whom the pledging holder of Series C Common
Stock holder could have transferred them.
Series C Common Stock issued in a stockholder's own name is not
transferable into "nominee" or "street" name. However, if on the date that the
Series C Stock was initially distributed by the Corporation as a dividend the
("Distribution Record Date") shares of Series C Common Stock are registered in
nominee or street name, the shares of Series C Common Stock issued in respect
thereof will be registered in the same nominee or street name. Such shares of
Series C Common Stock may be transferred out of the nominee or street name into
the name of the person who was the beneficial owner of the Series C Common Stock
on the Distribution Record Date (or a "Permitted Transferee," as hereinafter
described, of such person), and once so transferred, may not be transferred back
into nominee or street name. Series C Common Stock held in nominee or street
name may be converted into Series A Common Stock, and the Series A Common Stock
received will, depending on the nature of the transaction and the instructions
of the parties, be registered in the name of the original beneficial owner, a
transferee of such owner or a nominee for such owner or transferee. (If a
certificate for Series C Common Stock is to be returned in connection with a
partial conversion or sale of Series C Common Stock held in nominee name, such
returned certificate will be registered in the name of the nominee that
presented the original certificate or certificates to the transfer agent unless
contrary instructions are given.)
Other than pursuant to conversions into Series A Common Stock as described
above, a record or beneficial owner of shares of Series C Common Stock may
transfer such shares (whether by sale, assignment, gift, bequest, appointment or
otherwise) only to a "Permitted Transferee," as defined. A brief description of
permitted transfers is set forth below. The description is intended to be
illustrative only and is subject to the provisions set forth in the Restated
Certificate and Series C Certificate of Designation.
In the case of a holder of shares of Series C Common Stock of record who is
a natural person and the beneficial owner of the shares of Series C Common Stock
to be transferred, Permitted Transferees include:
(A) such holder of Series C Common Stock's spouse;
(B) any of the lineal descendants of a grandparent of such holder of
Series C Common Stock, including adopted children, and their spouses (such
persons and their spouses, together with the spouse of the holder of Series
C Common Stock, are hereinafter referred to as "such holder of Series C
Common Stock's family members");
(C) the guardian or conservator of a holder of Series C Common Stock
who has been adjudged disabled or incompetent by a court of competent
jurisdiction;
(D) the executor or administrator of the estate of a deceased holder
of Series C Common Stock;
(E) the trustee of the estate of a bankrupt or insolvent holder of
Series C Common Stock;
(F) the trustee of a trust principally for the benefit of such holder
of Series C Common Stock or such holder of Series C Common Stock's family
members;
(G) certain charitable organizations established by such holder of
Series C Common Stock or such holder of Series C Common Stock's family
members;
(H) a partnership, if, and only for so long as, all of the partners
are, and all of the partnership interests are owned by, such holder of
Series C Common Stock and/or one or more of the Permitted Transferees of
such holder of Series C Common Stock; and
(I) a corporation, if, and only for so long as, sufficient shares
entitled to elect at least a majority of the entire board of directors of
such corporation are beneficially owned by such holder of Series C
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Common Stock and/or one or more of the Permitted Transferees of such holder
of Series C Common Stock.
Series C Common Stock held beneficially and of record by partnerships may
be transferred to a partner who was also a partner on the Distribution Record
Date, any person transferring Series C Common Stock to such partnership after
the Distribution Record Date (up to the amount of shares so transferred) and any
Permitted Transferee of any such partner or person. Series C Common Stock held
beneficially and of record by corporations may be transferred (i) to any
stockholder of such corporation who was also a stockholder on the Distribution
Record Date and who is generally entitled to vote in the election of directors
of such corporation, provided that such corporation does not have more than 30
voting stockholders of record on the Distribution Record Date (or such greater
number of voting stockholders as may be allowed under the applicable state law
of such corporation in order to qualify as a close corporation), (ii) to any
stockholder through a pro rata dividend or liquidation, (iii) to any person
transferring Series C Common Stock to such corporation after the Distribution
Record Date (up to the amount of shares so transferred), (iv) to any Permitted
Transferee of any such stockholder or person and, (v) to the survivor of a
merger or consolidation of such corporation if those persons who owned
beneficially sufficient shares entitled to elect at least a majority of the
entire board of directors of such constituent corporation immediately prior to
the merger or consolidation own beneficially sufficient shares entitled to elect
at least a majority of the entire board of directors of the surviving
corporation. Series C Common Stock held of record by a trustee of a trust that
is irrevocable on the Distribution Record Date may be transferred (i) to a
successor trustee who is described in subparagraph (ii), (iii) or (iv), below,
or who is not and by becoming successor trustee will not otherwise become, a
Related Person, (ii) to any person to whom or for whose benefit income may be
distributed during the term of the trust, (iii) to any person to whom or for
whose benefit principal may be distributed either during or at the end of the
term of the trust, and (iv) to any lineal descendant of a grandparent of the
creator of such trust, the spouse of such creator and the spouse of any such
lineal descendant. Shares of Series C Common Stock held by a trustee of any
other trust may be transferred to a successor trustee who is not and will not
thereby become a Related Person, to the person who established such trust and to
such person's Permitted Transferees.
Each certificate representing Series C Common Stock bears a legend stating
that the shares represented thereby are subject to restrictions on transfer and
the registration of transfer. Any transfer of Series C Common Stock not
permitted under the Series C Certificate of Designation will result in the
conversion of the transferee's Series C Common Stock into Series A Common Stock,
generally effective on the date on which certificates representing such shares
are presented for transfer on the books of the Company, provided, however, that
if the Company should determine that such shares were not so presented for
transfer within 20 days after the date of such sale, transfer assignment or
other disposition, the transfer date shall be the actual date of such sale,
transfer, assignment or other disposition, as determined in good faith by the
Board or its appointed agent. As a condition to the transfer or registration of
transfer of Series C Common Stock, the Company may require the furnishing of
such affidavits or other proof as it deems necessary to establish that the
transferee is a Permitted Transferee. If no indication to the contrary is
supplied at the time shares of Series C Common Stock are presented for transfer,
the transfer shall be presumed by the Company to be a transfer to a
non-Permitted Transferee. Series C Common Stock converted into Series A Common
Stock by the holder or by the holder's transfer to a person who is not a
Permitted Transferee shall resume the status of authorized but unissued shares
of Series C Common Stock.
Termination and Conversion of Series B and/or Series C Common Stock
Either or both the Series B Common Stock and Series C Common Stock will
automatically be converted into Series A Common Stock on a share-for-share basis
(i) at any time the Board and the holders of a majority of the outstanding
shares of the series approve the conversion of all of such series into Series A
Common Stock, (ii) if, as a result of the existence of the series, the Series A
Common Stock becomes excluded from trading on the NYSE, the American Stock
Exchange and all other national securities exchanges and is also excluded from
quotation on NASDAQ or any other national quotation system then in use, (iii) if
the Board, in its sole discretion, elects to effect a conversion of such series
in connection with its approval of any sale or lease of all or any substantial
part of the Company's assets or any merger, consolidation,
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liquidation or dissolution of the Company, or (iv) if the Board, in its sole
discretion, elects to effect a conversion of such series after a determination
that there has been a material adverse change in the liquidity, marketability or
market value of the outstanding Series A Common Stock, considered in the
aggregate (a) due to the exclusion of the Series A Common Stock from trading on
a national securities exchange or the exclusion of the Series A Common Stock
from quotation on NASDAQ, or such other national quotation system then in use,
or (b) due to requirements of federal or state law, in any such case, as a
result of the existence of such series. To the extent that the Board has
discretion, the decision whether or not to exercise its authority to effect a
conversion of Series B Common Stock or Series C Common Stock would be made in
light of all the existing facts and circumstances affecting the interests of the
Company and its stockholders, including the effect such conversion could have on
the Company's vulnerability to an unsolicited hostile takeover attempt and any
of the other factors referred to herein.
In the event of any such termination of Series B Common Stock or Series C
Common Stock, certificates formerly representing outstanding shares of that
series shall thereafter be deemed to represent a like number of shares of Series
A Common Stock. If both Series B Common Stock and Series C Common Stock are
terminated, all outstanding shares of Series A Common Stock shall again be
denominated common stock and all certificates representing outstanding shares of
Series A Common Stock shall thereafter be deemed to represent a like number of
shares of common stock.
Preemptive Rights
Neither the Series A Common Stock, the Series B Common Stock nor the Series
C Common Stock carries any preemptive rights enabling a holder to subscribe for
or receive shares of stock of the Company of any class or any other securities
convertible into shares of stock of the Company. The Board will continue to
possess the power to issue shares of authorized but unissued Series A Common
Stock, Series B Common Stock, Series C Common Stock and preferred stock without
further stockholder action.
PREFERRED STOCK
The following summary contains a description of certain general terms of
the Company's Preferred Stock to which any Prospectus Supplement may relate.
Certain terms of any series of Preferred Stock offered by any Prospectus
Supplement will be described in the Prospectus Supplement relating thereto.
Preferred Stock may be convertible and, if so convertible, may be converted into
one or both of Common Stock and Debt Securities. The Preferred Stock may also be
exchangeable, at the option of the Company, for Debt Securities (see
"Description of Debt Securities"). If Preferred Stock or Warrants exercisable
for Preferred Stock are being offered, if Preferred Stock is issued under Stock
Purchase Contracts, or if Preferred Stock is exchangeable for Debt Securities,
the accompanying Prospectus Supplement will describe the rights, privileges,
preferences and restrictions of such Preferred Stock, including, without
limitation, (i) the designation, (ii) the number of authorized shares of the
series in question, (iii) the dividend rate (or method of calculation), (iv) any
voting rights, conversion rights, anti-dilution protections, exchangeability
provisions and terms of the Debt Securities that are exchangeable for the
Preferred Stock, (v) any redemption provisions, liquidation preferences and (vi)
any sinking fund provisions. If fractional interests in shares of Preferred
Stock may be issued, there will be a depositary for the shares of Preferred
Stock involved and the applicable Prospectus Supplement will describe the terms
of the depositary arrangement and related matters.
Upon issuance, against full payment of the purchase price therefor, shares
of Preferred Stock will be fully paid and nonassessable. Preferred Stock
issuable upon exercise of any Warrants exercisable for Preferred Stock (upon
payment in full of the Warrant exercise price) or conversion of any Debt
Securities convertible into Preferred Stock or under the Stock Purchase
Contracts will be fully paid and nonassessable.
The following description of the Series A Preferred Stock and Series B
Preferred Stock is summarized from, and is qualified in its entirety by
reference to, the Restated Certificate, the Certificate of Designation of the
Series A Preferred Stock (the "Series A Certificate of Designation") and the
Certificate of Designation of the Series B Preferred Stock (the "Series B
Certificate of Designation"), which are filed as exhibits to the Registration
Statement of which this Prospectus constitutes a part.
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Ranking
The Series A Preferred Stock ranks on a parity with the Series B Preferred
Stock, and ranks prior to the Common Stock with respect to dividend rights and
rights on liquidation, winding up or dissolution of the Company, and to all
other classes and series of equity securities of the Company hereafter issued,
other than any class or series of equity securities of the Company expressly
designated as being on a parity with (the "Parity Stock") or senior to (the
"Senior Stock") the Series A Preferred Stock and Series B Preferred Stock (the
Series A Preferred Stock and Series B Preferred Stock are collectively referred
to herein as the "Series A and Series B Preferred Stock"). Such other classes or
series of equity securities of the Company not expressly designated as being on
a parity with or senior to the Series A and Series B Preferred Stock are
referred to hereinafter as "Junior Stock." The rights of holders of shares of
Series A and Series B Preferred Stock are subordinate to the rights of the
Company's general creditors. The Series A and Series B Preferred Stock are
subject to creation of Senior Stock, Parity Stock and Junior Stock to the extent
not expressly prohibited by the Restated Certificate, the Series A Certificate
of Designation and the Series B Certificate of Designation.
Dividend Rights
Holders of Series A Preferred Stock are entitled to receive, when, as and
if declared by the Board of Directors of the Company out of funds legally
available therefor, cumulative cash dividends at an annual rate of 8%.
Holders of Series B Preferred Stock are entitled to receive, when, as and
if dividends on the Series B Preferred Stock are declared by the Board of
Directors of the Company out of funds legally available therefor, cumulative
cash dividends, accruing at the rate of $1.374 per share per annum. Dividends
will cease to accrue in respect of the Series B Preferred Stock on the earliest
to occur of (i) March 31, 1998 (the "Mandatory Conversion Date"), (ii) the date
of their redemption by the Company or (iii) in the event of an automatic
conversion due to a Fundamental Transaction (as defined below), on the business
day (the "Settlement Date") immediately preceding the effective date of the
Fundamental Transaction.
Dividends on the Series A and Series B Preferred Stock are payable
quarterly following each quarterly dividend period (a "Dividend Period"), or, if
any such day is a non-business day, on the next business day (each a "Dividend
Payment Date"). Dividends payable for any period less than a full Dividend
Period are computed on the basis of a 360-day year with equal months of 30 days.
Dividends are fully cumulative and accrue on a daily basis. Dividends declared
are payable to holders of record of Series A and Series B Preferred Stock as
they appear on the stock books of the Company as of the close of the business on
such record dates, not more than 60 calendar days preceding the applicable
Dividend Payment Date therefor, as determined by the Board of Directors of the
Company or a duly authorized committee thereof. Dividends are payable on March
15, June 15, September 15 and December 15, and commenced June 15, 1995.
Dividends on the Series A and Series B Preferred Stock will accrue whether
or not such dividends are declared and accumulate to the extent they are not
paid on the Dividend Payment Date for the quarter for which they accrue.
Accumulated unpaid dividends will not bear interest. Holders of the Series A and
Series B Preferred Stock are not entitled to any dividends, whether payable in
cash, property or stock, in excess of full cumulative accrued dividends as
described herein.
No dividends in any form shall be declared or paid or set apart for payment
on any Parity Stock or Junior Stock for any Dividend Period unless full
dividends on the Series A and Series B Preferred Stock for the prior Dividend
Period shall have been paid or declared and set aside. No cash dividends shall
be declared or paid or set aside for payment on Parity Stock for any Dividend
Period unless full cash dividends on the Series A and Series B Preferred Stock
for the prior Dividend Period shall have been paid or declared and set aside.
The Company shall not declare or pay any dividend or other distribution
(other than in Common Stock or other Junior Stock) with respect to any Junior
Stock or Parity Stock, including Common Stock, or redeem or set apart funds for
the purchase or redemption of any Junior Stock or Parity Stock through a sinking
fund or otherwise, or purchase any shares of its Common Stock, unless and until
(i) the Company shall have paid full cash dividends on the Series A and Series B
Preferred Stock for the most recent Dividend Period, or funds
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have been paid over to the dividend disbursing agent for the Company for payment
of such dividends, and (ii) the Company has declared a cash dividend on the
Series A and Series B Preferred Stock at the annual dividend rate for the
current Dividend Period, and sufficient funds have been paid over to the
dividend disbursing agent of the Company for the payment of a cash dividend at
the end of such Dividend Period.
No dividend shall be paid or set aside for holders of the Series A and
Series B Preferred Stock for any Dividend Period unless full dividends have been
paid or set aside for the holders of each class or series of Senior Stock.
Therefore, the Company's ability to pay dividends on the Series A and Series B
Preferred Stock may be subject to prior and superior rights of holders of
another class or series of equity securities of the Company. The Company does
not currently have outstanding any class or series of Senior Stock.
Liquidation Preference
Holders of shares of Series A and Series B Preferred Stock then outstanding
are entitled to receive the liquidation preference of each of the Series A and
Series B Preferred Stock, as the case may be, plus an amount per share equal to
any dividends accrued but unpaid, without interest, in the event of any
liquidation, dissolution or winding up of the Company whether voluntary or
involuntary, out of or to the extent of the net assets of the Company legally
available for such distribution, before any distributions are made with respect
to any Common Stock or any other Junior Stock. If the net liquidation proceeds
then available for distribution are insufficient to pay the liquidation
preferences of the Series A and Series B Preferred Stock and any Parity Stock,
such proceeds will be distributed on a pro rata basis to the Series A and Series
B Preferred Stock and Parity Stock. Following payment of such liquidation
preferences, the Series A and Series B Preferred Stock will not share in any
additional net liquidation proceeds. The liquidation preference of the Series B
Preferred Stock in the aggregate is $350 million and the per share liquidation
preference is equal to $21.131 (the "Series B Price").
Upon any such liquidation, dissolution or winding up of the Company, such
preferential amounts with respect to the Series A and Series B Preferred Stock
and any class or series of Parity Stock if not paid in full shall be distributed
pro rata in accordance with the aggregate preferential amounts of the Series A
and Series B Preferred Stock and such other classes or series of stock, if any.
The liquidation preferences of the Series A and Series B Preferred Stock
are not indicative of the price at which the shares trade.
Voting Rights of Series A Preferred Stock
The holders of shares of Series A Preferred Stock are not entitled to any
voting rights, except as required by applicable law and as summarized below.
So long as any shares of the Series A Preferred Stock are outstanding,
Times Mirror will not, without the consent of the holders of at least a majority
of the outstanding shares of Series A Preferred Stock, voting together with
holders of shares of any Parity Stock upon which like voting vote have been
conferred and are exercisable other than the Series B Preferred Stock (the
"Voting Parity Stock"), voting together as a class, (i) amend, alter or repeal
or otherwise change any provision of the Restated Certificate or the Series A
Certificate of Designation so as to materially and adversely affect the rights,
preferences, power or privileges of the Series A Preferred Stock, or (ii)
authorize, create, issue or increase the authorized or issued amount of any
class or series of any equity securities of Times Mirror, or any warrants,
options or other rights convertible or exchangeable into any class or series of
any Senior Stock or Parity Stock of Times Mirror. See "Ranking" and "Dividend
Rights" above. The creation or issuance of Junior Stock with respect to the
payment of dividends, or the distribution of assets upon liquidation,
dissolution or winding-up of Times Mirror, or a merger, consolidation,
reorganization or other business combination in which Times Mirror is not the
surviving entity, or any amendment which increases the number of authorized
shares of Series A Preferred Stock or Junior Stock with respect to the payment
of dividends, or substitutes the surviving entity in a merger or consolidation
for Times Mirror, shall not be considered to be a material and adverse change
requiring a separate vote of the holders of the Series A Preferred Stock and
Voting Parity Stock.
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At any time that dividends in an amount equal to dividend payments for six
Dividend Periods have accrued and remain unpaid, holders of Series A Preferred
Stock will have the right to a separate class vote to elect two directors to the
Board of Directors of Times Mirror (in addition to the then authorized number of
directors and any directors elected by the holders of Series B Preferred Stock)
at the next annual meeting of stockholders. Upon payment of all dividend
arrearages, holders of Series A Preferred Stock will be divested of such voting
rights until any future time when dividends in an amount equal to dividend
payments for six Dividend Periods have accrued and remained unpaid. The terms of
the special directors will thereupon terminate and the authorized number of
directors will be reduced by two.
Voting Rights of Series B Preferred Stock
The Series B Preferred Stock votes together with the Common Stock as a
single class with respect to all matters submitted to the stockholders of the
Company, except as otherwise required by law. Each share of Series B Preferred
Stock is entitled to one vote, provided that the number of votes per share will
be adjusted in the event and to the extent that the Common Equivalent Rate (as
defined below) is adjusted in the future. See "Mandatory Conversion of Series B
Preferred Stock" below.
In addition, upon the failure of the Company to pay dividends on the Series
B Preferred Stock for six Dividend Periods, the holders of Series B Preferred
Stock will be entitled to a separate class vote to elect two additional
directors to the Company's Board of Directors (in addition to the then
authorized number of directors and any directors elected by the holders of
Series A Preferred Stock) at the next annual meeting of stockholders. Upon
payment of all dividend arrearages, holders of Series B Preferred Stock will be
divested of such voting rights until any future time when dividends in an amount
equal to dividend payments for six Dividend Periods have accrued and remain
unpaid. The terms of the special directors will thereupon terminate and the
authorized number of directors will be reduced by two.
Any amendment of any of the provisions of the Restated Certificate or the
Series B Certificate of Designation that would either (i) authorize or create
any class of Senior Stock or (ii) alter or change the rights, preferences or
limitations of Series B Preferred Stock so as to affect such rights, preferences
or limitations in any material respect prejudicial to the holders thereof would
require the affirmative vote or written consent of the holders of at least
two-thirds of the total number of outstanding shares of Series B Preferred
Stock. Any amendment of any of the provisions of the Restated Certificate that
would either (A) increase the total number of authorized shares of Preferred
Stock or (B) authorize or create any class of Parity Stock would require the
affirmative vote or written consent of the holders of a majority of the total
number of outstanding shares of Series B Preferred Stock; provided, however,
that no such votes or affirmative consents of the holders of shares of Series B
Preferred Stock shall be required if, at or prior to the issuance of any Senior
Stock or Parity Stock, provision is made for the redemption of all of the shares
of Series B Preferred Stock then outstanding. Any amendment that would authorize
or create any series of Preferred Stock out of the existing authorized shares of
Preferred Stock, or that would authorize or create any class of Junior Stock
shall not be considered to affect adversely the rights, preferences or
limitations of the outstanding shares of Series B Preferred Stock and will not
require the consent of the holders of Series B Preferred Stock voting as a
separate class.
Except as otherwise required by law, the Series A Preferred Stock and the
Series B Preferred Stock do not vote together as a single class.
Optional Conversion of Series A Preferred Stock
The Series A Preferred Stock may be converted into Common Stock by Times
Mirror or by the holders thereof after the latest to occur of (i) the date on
which the assets of either Chandler Trust No. 1 or Chandler Trust No. 2
(collectively, the "Chandler Trusts") are distributed to the beneficiaries
thereof or (ii) February 1, 2025 (such later date being the "Redeemability
Date") at a conversion price measured by the average market value of Series A
Common Stock during the 20 trading days prior to the notice of election to
convert Series A Preferred Stock. It is not possible to identify the date on
which the assets of the Chandler Trusts may be distributed to their respective
beneficiaries as the assets of those trusts are to be distributed
15
<PAGE> 24
upon the death of the last of a list of specified persons. In lieu of such
conversion, each of the Chandler Trusts may elect to exchange shares of Series A
Preferred Stock for shares of Series A Common Stock and Series C Common Stock,
in the same proportion as its relative ownership of Series A Common Stock and
Series C Common Stock immediately prior to such redemption; provided, however,
that if the total votes represented by all shares of Common Stock owned by such
holder immediately after such exchange (expressed as a percentage of the total
voting power of Times Mirror outstanding immediately after such exchange) exceed
the greater of (i) the total votes represented by all Common Stock of Times
Mirror's predecessor ("Old Times Mirror Common Stock") owned by such holder as
of June 5, 1994 (expressed as a percentage of the total voting power of Times
Mirror's predecessor outstanding as of June 5, 1994) and (ii) the total votes
represented by all Common Stock owned by such holder immediately prior to such
exchange (expressed as a percentage of the total voting power of Times Mirror
outstanding immediately prior to such exchange), then, with respect to all such
excess votes, such holder has agreed that, to the extent any of such excess
votes are voted, it will cause such excess votes to be cast on all matters
proportionately on the same basis as the other votes cast at a meeting of
stockholders of Times Mirror.
Mandatory Conversion of Series B Preferred Stock
On the Mandatory Conversion Date (i.e., March 31, 1998), each outstanding
share of Series B Preferred Stock will convert automatically into (i) Series A
Common Stock at the Common Equivalent Rate and (ii) the right to receive an
amount in cash equal to all accrued and unpaid dividends on such Series B
Preferred Stock. The "Common Equivalent Rate" initially will be one share of
Series A Common Stock for each share of Series B Preferred Stock, subject to
adjustment in the event of certain stock dividends or distributions,
subdivisions, splits, combinations, issuances of certain rights or warrants or
distributions of certain assets with respect to the Series A Common Stock.
In addition, immediately prior to the effectiveness of a merger,
consolidation or similar extraordinary transaction involving the Company that
results in the conversion or exchange of Series A Common Stock into, or results
in the holders of Series A Common Stock having the right to receive, other
securities or other property (a "Fundamental Transaction"), each outstanding
share of Series B Preferred Stock will convert automatically into (i) Series A
Common Stock at the Common Equivalent Rate and (ii) the right to receive (A) an
amount in cash equal to the accrued and unpaid dividends on such Series B
Preferred Stock to and including the Settlement Date plus (B) an amount in cash
equal to the Dividend Premium (as defined below).
At the option of the Company, it may deliver on the Settlement Date, in
lieu of some or all of the cash consideration described in clause (ii) of the
preceding paragraph, a number of shares of Series A Common Stock to be
determined by dividing (i) the amount of cash consideration that the Company has
elected to pay in Series A Common Stock by (ii) the Current Market Price (as
defined below) as of the end of the second trading day immediately preceding the
date on which the Company gives notice regarding the Fundamental Transaction to
the holders of Series B Preferred Stock.
The term "Dividend Premium" with respect to a share of Series B Preferred
Stock shall mean an amount initially equal to $3.402. The amount constituting
the Dividend Premium shall be reduced following the issuance of the Series B
Preferred Stock by $.003127 per day on each day following March 23, 1995 to
$.190571 on January 30, 1998 and thereafter will be equal to zero.
The term "Current Market Price" on any date of determination means the
average closing price of a share of Series A Common Stock on the NYSE for the
five consecutive trading days ending on and including such date of
determination; provided, however, that if the closing price of the Series A
Common Stock on the NYSE on the trading day next following such five-day period
(the "next-day closing price") is less than 95% of such average closing price,
then the Current Market Price per share of Series A Common Stock on such date of
determination will be the next-day closing price; and provided further that,
with respect to any redemption or conversion of the Series B Preferred Stock, if
any event that results in an adjustment of the Common Equivalent Rate occurs
during the period beginning on the first day of such five-day period and
16
<PAGE> 25
ending on the applicable redemption or conversion date, the Current Market Price
as determined pursuant to the foregoing will be appropriately adjusted to
reflect the occurrence of such event.
The holders of Series B Preferred Stock do not have the right to require
conversion of the Series B Preferred Stock.
Optional Redemption of Series B Preferred Stock
At any time or from time to time prior to the Mandatory Conversion Date,
the Company shall have the right to call, in whole or in part, the outstanding
shares of Series B Preferred Stock for redemption. Upon any such redemption,
each holder of Series B Preferred Stock will receive in exchange for each share
of Series B Preferred Stock so called (i) a number of shares of Series A Common
Stock determined by dividing (A) the Call Price (as described below) then in
effect by (B) the Current Market Price as of the end of the second trading day
immediately preceding the date on which the Company gives notice regarding the
redemption to the holders of the Series B Preferred Stock and (ii) an amount in
cash equal to accrued and unpaid dividends on such Series B Preferred Stock to
and including the date of redemption (the "Redemption Date"). Notice of a
redemption must be given to the holders of Series B Preferred Stock at least 30
but not more than 60 days prior to the Redemption Date.
The Call Price was $31.92885 on March 23, 1995 and declines at a rate of
$.003127 on each day thereafter to $28.717421 on January 30, 1998 and thereafter
will equal $28.52685. The Call Price in effect at any time is equal to the sum
of (i) 135% of the Series B Price plus (ii) the Dividend Premium then in effect.
Market for Series A and Series B Preferred Stock
The Series A Preferred Stock is not traded on an exchange. The Series B
Preferred Stock is, however, traded on the NYSE.
BUSINESS COMBINATIONS
The Restated Certificate of Incorporation requires, subject to certain
exceptions summarized below, that any Business Combination (as defined below),
be approved by (i) an affirmative vote of the holders of not less than 80% of
all outstanding shares of capital stock entitled to vote generally in the
election of directors of the Company (the "80% Voting Requirement") and (ii) the
affirmative vote of the holders of a majority of the Disinterested Shares (as
defined below). Business Combinations include generally the following: (i)
mergers or reorganizations of the Company or its subsidiaries with or into a
Related Person (as defined below) or of a Related Person with or into the
Company or a subsidiary; (ii) reorganizations that would have the effect of
increasing the voting power of a Related Person; (iii) certain acquisitions by
the Company or a subsidiary of securities issued by or assets of a Related
Person; and (iv) liquidations, sales or transfers to a Related Person of assets
of the Company or one or more subsidiaries constituting a substantial part of
the Company.
A Business Combination does not need to satisfy the foregoing approval
requirements if the Business Combination has been approved by a majority of the
Directors who are unaffiliated with the Related Person and who were members of
the Board of Directors of the Company before the Company was incorporated in the
State of Delaware, or who became a member of the Board before the Related Person
became a Related Person. Business Combinations in which the shareholders of the
Company are to receive cash, securities or other property in exchange for their
shares of capital stock do not need to satisfy the 80% Voting Requirement if (i)
the value of the consideration meets certain thresholds of fairness, as
specified in the Restated Certificate of Incorporation, and (ii) the Business
Combination is approved by the affirmative vote of the holders of a majority of
the Disinterested Shares.
As used in the Restated Certificate of Incorporation, a Related Person is a
person or entity, or an affiliate or associate (as defined in Rule 12b-2 under
the Exchange Act) of such person or entity, that beneficially owns, in the
aggregate, five percent or more of the outstanding voting interests of the
Company; provided, however, the term Related Person does not include (i) any
person or entity that beneficially owned five percent or more of the common
stock of the Company on the date upon which the Company was incorporated
17
<PAGE> 26
in the State of Delaware, or (ii) any employee benefit plan established to
provide benefits for employees of the Company or its subsidiaries, any trust
plan thereto, or any trustee or fiduciary when acting in such capacity with
respect to any such plan or trust. The term Disinterested Shares means, as to
any Related Person, shares of voting stock held by stockholders other than such
Related Person.
DESCRIPTION OF WARRANTS
The Company may issue Warrants, including Warrants to purchase Debt
Securities ("Debt Warrants") and Warrants to purchase Common Stock or Preferred
Stock ("Stock Warrants"). Warrants may be issued independently of or together
with any other Securities and may be attached to or separate from such
Securities. Each series of Warrants will be issued under a separate Warrant
Agreement (each a "Warrant Agreement") to be entered into between the Company
and a Warrant Agent ("Warrant Agent") the form of which will be filed as an
exhibit to the Registration Statement of which this Prospectus is a part. The
Warrant Agent will act solely as an agent of the Company in connection with the
Warrant of such series and will not assume any obligation or relationship of
agency for or with holders or beneficial owners of Warrants. The following sets
forth certain general terms and provisions of the Warrants offered hereby.
Further terms of the Warrants and the applicable Warrant Agreement will be set
forth in the applicable Prospectus Supplement.
DEBT WARRANTS
The applicable Prospectus Supplement will describe the terms of any Debt
Warrants, including the following: (i) the title of such Debt Warrants; (ii) the
offering price for such Debt Warrants, if any; (iii) the aggregate number of
such Debt Warrants; (iv) the designation and terms of the Debt Securities
purchasable upon exercise of such Debt Warrants; (v) if applicable, the
designation and terms of the Securities with which such Debt Warrants are issued
and the number of such Debt Warrants issued with each such Security; (vi) if
applicable, the date from and after which such Debt Warrants and any Securities
issued therewith will be separately transferable; (vii) the principal amount of
Debt Securities purchasable upon exercise of a Debt Warrant and the price at
which such principal amount of Debt Securities may be purchased upon exercise;
(viii) the date on which the right to exercise such Debt Warrants shall commence
and the date on which such right shall expire; (ix) if applicable, the minimum
or maximum amount of such Debt Warrants that may be exercised at any one time;
(x) whether the Debt Warrants represented by the Debt Warrant certificates or
Debt Securities that may be issued upon exercise of the Debt Warrants will be
issued in registered or bearer form; (xi) information with respect to book-entry
procedures, if any; (xii) the currency, currencies or currency units in which
the offering price, if any, and the exercise price are payable; (xiii) if
applicable, a discussion of certain United States federal income tax
considerations; (xiv) the antidilution provisions of such Debt Warrants, if any;
(xv) the redemption or call provisions, if any, applicable to such Debt
Warrants; and (xvi) any additional terms of the Debt Warrants, including terms,
procedures and limitations relating to the exchange and exercise of such Debt
Warrants.
STOCK WARRANTS
The applicable Prospectus Supplement will describe the terms of any Stock
Warrants, including the following: (i) the title of such Stock Warrants; (ii)
the offering price of such Stock Warrants, if any; (iii) the aggregate number of
such Stock Warrants; (iv) the designation and terms of the Common Stock or
Preferred Stock purchasable upon exercise of such Stock Warrants; (v) if
applicable, the designation and terms of the Securities with which such Stock
Warrants are issued and the number of such Stock Warrants issued with each such
Security; (vi) if applicable, the date from and after which such Stock Warrants
and any Securities issued therewith will be separately transferable; (vii) the
number of shares of Common Stock or Preferred Stock purchasable upon exercise of
a Stock Warrant and the price at which such shares may be purchased upon
exercise; (viii) the date on which the right to exercise such Stock Warrants
shall commence and the date on which such right shall expire; (ix) if
applicable, the minimum or maximum amount of such Stock Warrants that may be
exercised at any one time; (x) the currency, currencies or currency units in
which the offering price, if any, and the exercise price are payable; (xi) if
applicable, a discussion of certain United States federal income tax
considerations; (xii) the antidilution provisions of such Stock warrants, if
any;
18
<PAGE> 27
(xiii) the redemption or call provisions, if any, applicable to such Stock
Warrants; and (xiv) any additional terms of such Stock Warrants, including
terms, procedures and limitations relating to the exchange and exercise of such
Stock Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Securities to one or more underwriters for public
offering and sale by them or may sell the Securities to investors directly or
through agents. Any such underwriter or agent involved in the offer and sale of
the Securities will be named in the applicable Prospectus Supplement. The
Company may sell Securities directly to investors on its own behalf in those
jurisdictions where it is authorized to do so.
Underwriters may offer and sell the Securities at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Company
also may offer and sell the Securities in exchange for one or more of its
outstanding debt securities or other securities. The Company also may, from time
to time, authorize dealers, acting as Company agents, to offer and sell the
Securities upon such terms and conditions as may be set forth in the Prospectus
Supplement. In connection with the sale of the Securities, underwriters may
receive compensation from the Company in the form of underwriting discounts,
concessions or commissions and may also receive commissions from purchasers of
the Securities for whom they may act as agent. Underwriters may sell the
Securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters or
commissions from the purchasers for which they may act as agents.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of the Securities, and any discounts or
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement. Dealers and agents
participating in the distribution of the Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Securities may be deemed to be underwriting
discounts and commissions. Underwriters, dealers and agents may be entitled,
under agreements entered into with the Company, to indemnification against and
contribution toward certain civil liabilities.
Certain of the underwriters, dealers and agents and their associates may
engage in transactions with, and perform services for, the Company in the
ordinary course of business.
The Debt Securities, Preferred Stock, Series B Common Stock and Warrants
will be new issues of securities with no established trading market. Any
underwriters or agents to or through which Securities are sold by the Company
for public offering and sale may make a market in such Securities, but such
underwriters or agents will not be obligated to do so and any of them may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of or trading market for any Debt Securities,
Preferred Stock, Series B Common Stock or Warrants.
CERTAIN LEGAL MATTERS
Gibson, Dunn & Crutcher has rendered an opinion (filed as an exhibit to the
Registration Statement of which this Prospectus is a part) with respect to the
validity of the Securities covered by this Prospectus. Certain legal matters in
connection with offerings made by this Prospectus may be passed on for any
underwriters, agents or dealers by counsel named in the Prospectus Supplement.
EXPERTS
The consolidated financial statements of The Times Mirror Company appearing
in The Times Mirror Company's Annual Report (Form 10-K) for the year ended
December 31, 1994, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
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<PAGE> 28
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE TIMES MIRROR COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS SUPPLEMENT AND
THE PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY, THE 1996 DEBENTURES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR
TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT, THERE HAS BEEN NO CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS OR IN THE AFFAIRS OF THE TIMES MIRROR
COMPANY SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Use of Proceeds......................... S-2
Description of the 1996 Debentures...... S-2
Underwriting............................ S-8
Certain Legal Matters................... S-8
PROSPECTUS
Available Information................... 2
Incorporation of Certain Documents by
Reference............................. 2
The Company............................. 3
Use of Proceeds......................... 3
Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends............. 3
Description of Debt Securities.......... 3
Description of Capital Stock............ 8
Description of Warrants................. 18
Plan of Distribution.................... 19
Certain Legal Matters................... 19
Experts................................. 19
</TABLE>
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$148,000,000
(LOGO)
THE TIMES MIRROR
COMPANY
7 1/4% DEBENTURES DUE
NOVEMBER 15, 2096
---------------------------
PROSPECTUS SUPPLEMENT
---------------------------
MERRILL LYNCH & CO.
BA SECURITIES, INC.
GOLDMAN, SACHS & CO.
MORGAN STANLEY & CO.
INCORPORATED
NOVEMBER 7, 1996
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