<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1997
REGISTRATION NO. 333-23915
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
THE TIMES MIRROR COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4481525
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES OF REGISTRANT) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (213) 237-3700
---------------
E. THOMAS UNTERMAN
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
THE TIMES MIRROR COMPANY
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
(213) 237-3700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE OF PROCESS)
COPY TO:
KATHLEEN G. MCGUINNESS, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
THE TIMES MIRROR COMPANY
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
(213) 237-3700
---------------
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement from the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.
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<PAGE>
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities......... (2), (3) 100% (2) (2) see below
- ---------------------------------------------------------------------------------------------------
Convertible Debt
Securities............. (2), (3) (2) (2) see below
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Exchangeable Debt
Securities............. (2), (3) (2) (2) see below
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Preferred Stock......... (2), (4) (2) (2) see below
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Convertible Preferred
Stock.................. (2), (4) (2) (2) see below
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Exchangeable Preferred
Stock.................. (2), (4) (2) (2) see below
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Common Stock............ (2), (5) (2) (2) see below
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Warrants................ (2), (6) (2) (2) see below
- ---------------------------------------------------------------------------------------------------
Stock Purchase
Contracts.............. (2), (7) (2) (2) see below
- ---------------------------------------------------------------------------------------------------
Stock Purchase Units.... (2), (8) (2) (2) see below
- ---------------------------------------------------------------------------------------------------
Total................. $250,000,000(2) (2) $250,000,000(2) $75,758
</TABLE>
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- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(2) In no event will the aggregate maximum offering price of all securities
issued, from time to time, pursuant to this Registration Statement exceed
$250,000,000. The proposed maximum offering price per unit will be
determined, from time to time, by the Registrant in connection with the
issuance by the Registrant of the securities registered hereunder. Any
securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(3) Subject to footnote (2), there are being registered hereunder an
indeterminate principal amount of Debt Securities, Convertible Debt
Securities and Exchangeable Debt Securities (as defined below) as may be
sold, from time to time, by the Registrant, including sales upon the
exercise of Warrants (as defined below) or as shall be issuable upon
exchange of Exchangeable Preferred Stock registered hereby. If any Debt
Securities, Convertible Debt Securities or Exchangeable Debt Securities
are being issued at an original issue discount, then the offering price
shall be in such greater principal amount as shall result in an aggregate
initial offering price not to exceed $250,000,000, less the dollar amount
of any securities previously issued hereunder.
(4) Subject to footnote (2), there are being registered hereunder an
indeterminate number of shares of Preferred Stock, Convertible Preferred
Stock and Exchangeable Preferred Stock (as defined below) as may be sold,
from time to time, by the Registrant, including sales upon exercise of
Warrants. There are also being registered hereunder an indeterminate
number of shares of Preferred Stock under the Stock Purchase Contracts (as
defined below) or as shall be issuable upon conversion of Convertible Debt
Securities registered hereby, or as shall be issuable upon exchange of
Exchangeable Debt Securities registered hereby.
(5) Subject to footnote (2), there are being registered hereunder an
indeterminate number of shares of Common Stock (as defined below) as may
be sold, from time to time, by the Registrant, including sales upon
exercise of Warrants. There are also being registered hereunder an
indeterminate number of shares of Common Stock under the Stock Purchase
Contracts or as shall be issuable upon conversion of Convertible Preferred
Stock or Convertible Debt Securities registered hereby, or as shall be
issuable upon exchange of Exchangeable Debt Securities registered hereby.
(6) Subject to footnote (2), there are being registered hereunder an
indeterminate amount and number of Warrants as may be sold, from time to
time, by the Registrant, representing rights to purchase Debt Securities,
Preferred Stock or Common Stock.
(7) Subject to footnote (2), there are being registered hereunder an
indeterminate amount and number of Stock Purchase Contracts, representing
rights to purchase Preferred Stock or Common Stock.
(8) Subject to footnote (2), there are being registered hereunder an
indeterminate amount and number of Stock Purchase Units, representing
ownership of Stock Purchase Contracts and Debt Securities or debt
obligations of third parties, including United States Treasury securities.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE 26, 1997
P R O S P E C T U S
THE TIMES MIRROR COMPANY
DEBT SECURITIES
CONVERTIBLE DEBT SECURITIES
EXCHANGEABLE DEBT SECURITIES
PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK
EXCHANGEABLE PREFERRED STOCK
COMMON STOCK
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
----------
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 $250 million, its: (i) unsecured debt securities, which may
be either senior ("Senior Debt Securities") or subordinated ("Subordinated Debt
Securities") (the Senior Debt Securities and Subordinated Debt Securities being
referred to collectively as the "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 either or
both series; (iv) warrants ("Warrants") to purchase Debt Securities, Preferred
Stock or Common Stock, (v) stock purchase contracts ("Stock Purchase
Contracts") to purchase Preferred Stock or Common Stock; and (vi) stock
purchase units ("Stock Purchase Units"), which consist of a Stock Purchase
Contract and Debt Securities or debt obligations of third parties, including
United States Treasury securities, securing the holder's obligation to purchase
the Preferred Stock or Common Stock under the Stock Purchase Contract. The Debt
Securities may be convertible or exchangeable into shares of Common Stock or
Preferred Stock of the Company (the "Convertible Debt Securities" and the
"Exchangeable Debt Securities," respectively). The Preferred Stock may be
convertible into Common Stock (the "Convertible Preferred Stock") and may also
be exchangeable for Debt Securities (the "Exchangeable Preferred Stock"). The
Debt Securities, Convertible Debt Securities, Exchangeable Debt Securities,
Preferred Stock, Convertible Preferred Stock, Exchangeable Preferred Stock,
Common Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units 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 applicable
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, Convertible Debt Securities and
Exchangeable Debt Securities, the specific designation, aggregate principal
amount, purchase price, ranking as senior or subordinated debt, authorized
denomination, maturity, rate or rates of interest (or method of calculation
thereof) and dates for payment thereof, dates from which interest shall accrue,
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,
Convertible Preferred Stock and Exchangeable 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 series, the voting rights, the number of votes per
share, the number of shares of Common Stock and the terms of the offering and
sale thereof and any listing on a national securities exchange; (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; (v) in the case of Stock Purchase Contracts,
the designation and number of shares of Preferred Stock or Common Stock
issuable thereunder, the purchase price of the Preferred Stock or Common Stock,
the date or dates on which the Preferred Stock or Common Stock is required to
be purchased by the holders of the Stock Purchase Contracts, any periodic
payments required to be made by the Company to the holders of the Stock
Purchase Contracts or vice-versa, and the terms of the offering and sale
thereof; and (vi) in the case of Stock Purchase Units, the specific terms of
the Stock Purchase Contracts and any Debt Securities or debt obligations of
third parties, including United States Treasury securities, securing the
holder's obligation to purchase the Preferred Stock or Common Stock under the
Stock Purchase Contracts, the terms of the offering and sale thereof and any
listing 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,
Convertible Debt Securities, Exchangeable Debt Securities, Preferred Stock,
Convertible Preferred Stock, Exchangeable Preferred Stock, Series B Common
Stock, Warrants, Stock Purchase Contracts or Stock Purchase Units and there can
be no assurance that a secondary market for the Debt Securities, Convertible
Debt Securities, Exchangeable Debt Securities, Preferred Stock, Convertible
Preferred Stock, Exchangeable Preferred Stock, Series B Common Stock, Warrants,
Stock Purchase Contracts or Stock Purchase Units 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 , 1997
<PAGE>
The following is included for compliance with Florida blue sky laws:
Jeppesen & Co., GmbH, a wholly owned subsidiary of the Company organized under
the laws of Germany, sells airway manuals and revision services to the Cuban
government-owned airline, Cubana deAviacion, on an ongoing basis. In 1996,
such sales resulted in revenues of approximately $191,000. In 1989, Jeppesen
Sanderson, Inc., a wholly owned subsidiary of the Company ("Jeppesen"),
obtained a formal ruling from the United States Department of Commerce Bureau
of Export Administration that Jeppesen's flight charts and navigational data
tapes are eligible for export to any country in the world without restriction
or prior clearance pursuant to a general license. The general license operates
to license the Company's activities under or to exempt the Company's
activities through its affiliates from prohibitions of the Cuban Democracy Act
of 1992, the Trading with the Enemy Act, the Cuban Liberty and Democratic
Solidarity Act of 1996 and the U.S. Treasury Assets Control Regulations with
respect to such flight charts and navigational data. The information provided
in this paragraph is accurate as of the date of this Prospectus. As of the
date of this Prospectus the Company has not made any filings with the Florida
Department of Banking and Finance pursuant to Florida Statutes Section
517.075(3). The Company intends to make any filings required by such section
in the future, and when any such filings are made, current information
concerning the dealings of the Company's affiliates with the government of
Cuba and other persons or affiliates located in Cuba may be obtained from the
Florida Department of Banking and Finance, at 1313 N. Tampa, Tampa, Florida
33602, phone (813) 272-2565. The foregoing filings are required by the Florida
blue sky laws.
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,
Convertible Debt Securities, Exchangeable Debt Securities, Preferred Stock,
Convertible Preferred Stock, Exchangeable Preferred Stock, Common Stock,
Warrants, Stock Purchase Contracts and Stock Purchase Units. 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. Electronic filings made by the
Company through the Commission's Electronic Data Gathering, Analysis and
Retrieval System are publicly available through the Commission's world wide
web site (http://www.sec.gov). Series A Common Stock of Times Mirror is listed
on the New York Stock Exchange (the "NYSE") and on the Pacific Stock Exchange,
and reports, proxy and information statements and other information concerning
Times Mirror can be inspected at such exchanges. On April 2, 1997, the Company
redeemed all of its issued and outstanding Conversion Preferred Stock, Series
B, par value $1.00 per share ("Series B Preferred Stock"), and the Company has
requested that the Series B Preferred Stock be delisted from the NYSE, on
which it was listed.
2
<PAGE>
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, 1996;
(b) Times Mirror's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) Times Mirror's Current Report on Form 8-K dated April 17, 1997; and
(d) The descriptions of the Company's Series A Common 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.
3
<PAGE>
THE COMPANY
Times Mirror is engaged principally in the newspaper publishing,
professional information and magazine publishing businesses. Times Mirror
publishes the Los Angeles Times, Newsday, The Baltimore Sun, The Hartford
Courant, The Morning Call, The (Stamford) Advocate, Greenwich Time, and
several smaller newspapers. Through its subsidiaries, the Company also
provides professional information to the legal, aviation and health science
and consumer health markets, publishes books, journals, 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 which
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 applicable Prospectus Supplement, the net
proceeds from the sale of all 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>
YEAR ENDED DECEMBER 31 THREE MONTHS
------------------------- ENDED
1992 1993 1994 1995 1996 MARCH 31, 1997
---- ---- ---- ---- ---- --------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges.......................... (a) 2.0x 3.8x (b) 9.6x 6.7x
Ratio of earnings to fixed charges
and preferred stock dividends.... N/A N/A N/A (c) 3.4x 2.9x
</TABLE>
- --------
(a) Earnings were 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 were approximately $451 million lower than the amount needed to
cover fixed charges in this year, as earnings in 1995 were impacted by
approximately $768 million in restructuring charges.
(c) Earnings were approximately $526 million lower than the amount needed to
cover fixed charges and preferred stock dividends in this year, as
earnings in 1995 were impacted by approximately $768 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 of debt issuance
costs.
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 periods indicated. The Company's Series A
Preferred Stock and Series B Preferred Stock were issued in 1995 and began
accruing dividends on March 1, 1995.
4
<PAGE>
DESCRIPTION OF OFFERED DEBT SECURITIES
The following description of the Debt Securities, Convertible Debt
Securities and Exchangeable Debt Securities sets forth certain general terms
and provisions of such securities, whether Senior Debt Securities or
Subordinated Debt Securities unless a distinction is otherwise made below, 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.
The Offered Debt Securities will be issued under an Indenture (the
"Indenture") between Times Mirror and a trustee chosen by Times Mirror and
qualified to act as such under the Trust Indenture Act of 1939, as amended
(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 describe all of the material
terms of the Indenture but 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 Senior Debt Securities, if any, 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
Subordinated Debt Securities, if any, will be unsecured obligations of Times
Mirror and will be subject to such subordination provisions as are established
in accordance with the terms of the Indenture.
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 certificated, book-entry
or permanent global form and, if issuable in global form, 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 per annum 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
5
<PAGE>
provisions described under "Defeasance and Discharge"; (xvii) whether the
Offered Debt Securities are convertible or exchangeable into shares of Common
Stock or Preferred Stock of the Company and the terms of any such conversion
or exchange; (xviii) the specific terms and conditions, if any, upon which the
Offered Debt Securities may be subordinated to other indebtedness of the
Company; and (xix) 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 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 ("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 applicable 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 applicable
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 applicable 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 applicable Prospectus Supplement.
CONSOLIDATION, MERGER AND SALE OR LEASE OF ASSETS
Except as may otherwise be set forth in the applicable Prospectus
Supplement, Times Mirror, without consent of any holders of outstanding
Offered 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
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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, such as securing the Offered Debt Securities equally and ratably with any
otherwise impermissible encumbrance resulting from such consolidation, merger,
transfer or lease of Times Mirror's assets substantially as an entirety, which
conditions shall be described in the applicable Prospectus Supplement. Unless
Times Mirror provides otherwise as described in the applicable Prospectus
Supplement, holders of Offered Debt Securities will not be given any
protections such as the right of redemption in the event of any sale or lease
of all or any substantial part of Times Mirror's assets or any merger,
consolidation, change in control, liquidation or dissolution of Times Mirror.
EVENTS OF DEFAULT
Except as may be described in the applicable 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
covenant or warranty of Times Mirror in the Indenture; and (iv) certain events
of bankruptcy, insolvency or reorganization.
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 50% 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 rescind a declaration of
acceleration of the principal amount if the underlying default is cured and/or
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 person would exercise or use under the circumstances in
the conduct of his or her 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.
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DEFEASANCE AND DISCHARGE
Except as may otherwise be provided in the applicable 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 cease 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 such outstanding Offered Debt Securities; (ii) no Event of
Default under the Indenture for such Offered Debt Securities has occurred and
is then continuing; (iii) the defeasance or covenant defeasance will not
result in a breach or violation of, or constitute a default 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 such Offered 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 applicable 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 applicable 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 for the Offered Debt Securities or supplemental
indenture or waiver
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with respect to such 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
for the Offered Debt Securities cannot be modified or amended without the
consent of the holder of each Offered Debt Security outstanding of the series
affected.
SENIOR DEBT SECURITIES
The particular terms of the Senior Debt Securities, if any, offered by any
Prospectus Supplement or Prospectus Supplements and the extent, if any, to
which the general provisions described above may apply to the Senior Debt
Securities so offered, will be described in the applicable Prospectus
Supplement relating to such Senior Debt Securities.
SUBORDINATED DEBT SECURITIES
The particular terms of the Subordinated Debt Securities, if any, offered by
any Prospectus Supplement or Prospectus Supplements and the extent, if any, to
which the general provisions described above may apply to the Subordinated
Debt Securities so offered, will be established in accordance with the terms
of the Indenture and will be described in the applicable Prospectus Supplement
relating to such Subordinated Debt Securities.
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 applicable Prospectus Supplement, the
Indenture for the Offered Debt Securities and the Offered Debt Securities will
be governed by New York law.
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DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue: (i) 500,000,000 shares of Series A
Common Stock ("Series A Common Stock"), of which 69,763,051 shares were issued
and outstanding at June 23, 1997; (ii) 100,000,000 shares of Series B Common
Stock, par value $1.00 per share ("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 25,966,591 shares were
issued and outstanding at June 23, 1997; 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 shares were issued and outstanding at June 23, 1997 and (b) 25,000,000
shares are designated Conversion Preferred Stock, Series B ("Series B
Preferred Stock"), none of which is outstanding. On April 2, 1997, the Company
redeemed all of its issued and outstanding Series B Preferred Stock.
COMMON STOCK
General
The following description of the Series A Common Stock and the Series B
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 Convertible
Debt Securities or Convertible Preferred Stock, upon exchange of Exchangeable
Debt Securities, upon exercise of Warrants or under the terms of the Stock
Purchase Contracts, as the case may be. No shares of the Series C Common Stock
described below are covered by this Prospectus. This Prospectus covers, and a
Prospectus Supplement may be delivered with respect to, the exercise by a
permitted transferee of stock options to acquire Series A Common Stock
initially granted by the Company to eligible employees and the subsequent
resale of such shares of Series A Common Stock by a charitable transferee, if
required.
The following description sets forth all of the material terms of the Series
A Common Stock, Series B Common Stock and Series C Common Stock and is
summarized from, and qualified in its entirety by reference to, the Amended
and Restated Certificate of Incorporation of the Company (the "Restated
Certificate"), filed as an exhibit to the Registration Statement of which this
Prospectus constitutes a part. The Series A Common Stock is listed on the NYSE
and the Pacific Stock Exchange.
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
one-tenth (1/10) nor more than one (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.
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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 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. The Series A
Common Stock is entitled to 1 vote per share, and the Series C Common Stock is
entitled to 10 votes per share.
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.
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, 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.
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Preemptive Rights
None of the Series A Common Stock, the Series B Common Stock or the Series C
Common Stock carries any preemptive right 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, including Convertible
Preferred Stock and Exchangeable Preferred Stock, offered by any Prospectus
Supplement will be described in the applicable Prospectus Supplement relating
thereto. Convertible Preferred Stock may be converted into Common Stock.
Exchangeable Preferred Stock may 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 to be issued under Stock Purchase Contracts, or if
Exchangeable Preferred Stock or Convertible Preferred Stock is being offered,
the applicable Prospectus Supplement will describe the rights, privileges,
preferences and restrictions of such Preferred Stock, Exchangeable Preferred
Stock or Convertible 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 any Debt Securities that are exchangeable for 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), conversion of any Convertible
Debt Securities or exchange of any Exchangeable Debt Securities or under the
Stock Purchase Contracts will be fully paid and nonassessable when issued in
accordance with the terms of such Convertible Debt Securities, Exchangeable
Debt Securities or Stock Purchase Contracts. No shares of the Series A
Preferred Stock or the Series B Preferred Stock are covered by this
Prospectus.
CERTAIN PROVISIONS IN THE RESTATED CERTIFICATE AND BYLAWS
The Restated Certificate and Bylaws provide for indemnification of directors
and officers to the fullest extent permitted by applicable law and contain
various antitakeover provisions intended to (i) promote stability of the
Company's stockholder base and (ii) render more difficult certain unsolicited
or hostile attempts to take over the Company which could disrupt the Company,
divert the attention of the Company's directors, officers and employees and
adversely affect the independence and integrity of the Company's media
operations. A summary of the principal antitakeover provisions is set forth
below.
Classified Board of Directors, Removal of Directors and Related Matters
Pursuant to the Restated Certificate, the Company's Board of Directors is
divided into three classes, each class to consist as nearly as possible of
one-third of the Directors. The term of office of each class of Directors
expires three years from the year of election. The Restated Certificate also
provides that Directors may be removed only for cause and only by a majority
of the votes entitled to be cast by the holders of all shares of capital stock
entitled to vote generally in the election of Directors (the "Voting
Interests"). Additionally, if the proposal to remove a Director is made by or
on behalf of a Related Person (as defined below), removal will also require
the affirmative vote of a majority of the Voting Interests held by persons
other than such Related Person. Thus, a third party seeking to gain control of
the Board of Directors may be forced to wait until the expiration of the
respective terms of incumbent Directors, unless there were cause and
sufficient voting strength to remove a particular Director or Directors.
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Increased Stockholder Vote Required in Certain Business Combinations
The Restated Certificate 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 the Voting Interests
(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 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 any subsidiary of the Company 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
of its 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 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 (the "Continuing Directors"). Business
Combinations in which the stockholders 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, 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, 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 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 the Company's voting stock held by
stockholders other than such Related Person.
Restriction on a Stockholder's Power to Call Stockholders' Meetings and
Elimination of Right to Act Without a Meeting
The Restated Certificate provides that a special meeting of stockholders may
be called only by the Board of Directors. Furthermore, if a proposal requiring
stockholder approval is made by or on behalf of a Related Person or a Director
affiliated with a Related Person, the affirmative vote of a majority of the
Continuing Directors is also required to call a special meeting of
stockholders. The principal effect of this provision is to prevent
stockholders from forcing a special meeting to consider a proposal opposed by
the Board of Directors.
The Restated Certificate provides that any action taken by the stockholders
of the Company must be effected at an annual or special meeting of
stockholders and may not be taken by written consent.
Procedures for Stockholder Nominations and Proposals
The Restated Certificate provides that a stockholder must furnish written
notice to the Secretary of the Company of any nomination or business proposal
to be brought before a stockholders meeting not less than 30 nor more than 60
days prior to the meeting as originally scheduled. In the event that less than
40 days public notice of a meeting date is given by the Company, a stockholder
must furnish notice of a nomination or business proposal not later than the
close of business on the tenth day following the mailing or the public
disclosure of notice of the meeting date. These procedures prohibit last-
minute attempts by any stockholder to nominate a Director or present a
business proposal at an annual stockholders meeting, even if such a nomination
or proposal might be desired by a majority of the stockholders.
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Relevant Factors to be Considered by the Board of Directors
The Restated Certificate provides that, in evaluating certain proposed
business transactions and the best interests of the Company and its
stockholders, the Board of Directors shall consider all relevant factors,
including but not limited to freedom of the press, the independence and
integrity of the Company's media operations, the social and economic effects
of the transactions on stockholders, employees, customers, suppliers and other
constituents of the Company and its subsidiaries, as well as the effects on
the communities in which they operate.
In providing the Board of Directors with a broader basis for determining the
advisability of a proposed transaction, the Restated Certificate gives the
Board authority to reject, among other transactions, a proposed acquisition of
the Company notwithstanding the fact that the proposal may include favorable
economic benefits for the Company's stockholders.
Amendment of Certain Charter and Bylaw Provisions
The Restated Certificate provides that any alteration, amendment, repeal or
recission (any "Change") of the provisions contained in the Restated
Certificate must be approved by a majority of the Directors then in office and
by the affirmative vote of the holders of a majority of the Voting Interests,
provided however that if the proposed Change relates to certain provisions
specified in the Certificate, then any such Change must also be approved
either (a) by a majority of the authorized number of Directors and, if one or
more Related Persons exist, by a majority of the Directors who are Continuing
Directors with respect to all Related Persons, or (b) by the affirmative vote
of the holders of not less than 80% of the Voting Interests and, if the Change
is proposed by or on behalf of a Related Person or a Director affiliated with
a Related Person, by affirmative vote of a majority of the Voting Interests
represented by Disinterested Shares.
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 Warrants 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
14
<PAGE>
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; (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.
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
The Company may issue Stock Purchase Contracts, including contracts
obligating holders to purchase from the Company, and the Company to sell to
the holders, a specified number of shares of Common Stock or Preferred Stock
at a future date or dates. The price per share of Preferred Stock or Common
Stock may be fixed at the time the Stock Purchase Contracts are issued or may
be determined by reference to a specific formula set forth in the Stock
Purchase Contracts. The Stock Purchase Contracts may be issued separately or
as a part of the Stock Purchase Units consisting of a Stock Purchase Contract
and Debt Securities or debt obligations of third parties, including United
States Treasury securities, securing the holders' obligations to purchase the
Preferred Stock or the Common Stock under the Stock Purchase Contracts. The
Stock Purchase Contracts may require the Company to make periodic payments to
the holders of the Stock Purchase Contracts or vice-versa, and such payments
may be unsecured or prefunded on some basis. The Stock Purchase Contracts may
require holders to secure their obligations thereunder in a specified manner.
The Stock Purchase Contracts may provide the Company the option to deliver
cash in lieu of Preferred Stock or Common Stock.
The applicable Prospectus Supplement will describe the terms of any Stock
Purchase Contracts or Stock Purchase Units, including, without limitation, the
following: (i) the title of the Stock Purchase Contracts or Stock Purchase
Units; (ii) the stated amount of the Stock Purchase Units and the principal
amount of any Debt Securities, or debt obligations of third parties, including
United States Treasury securities, constituting a component of a Stock
Purchase Unit; (iii) the number of shares of Common Stock or Preferred Stock
that shall be purchased upon settlement of the Stock Purchase Contracts; (iv)
the right, if any, of the Company to deliver cash in lieu of Preferred Stock
or Common Stock and the manner of calculating such cash amount; (v) the amount
of any fees payable, whether to Times Mirror or to holders with respect to the
Stock Purchase Contracts; (vi) the interest rate applicable to any Debt
Securities or debt securities of third parties, including United States
Treasury securities, constituting a component of, a Stock Purchase Unit; (vii)
the rights, if any, of the holders to settle Stock Purchase Contracts early
and the terms upon which such early settlement may be effected; (viii) the
date on which, subject to the rights of the holders to settle Stock Purchase
Contracts early and termination of the
15
<PAGE>
Stock Purchase Contracts, the Stock Purchase Contracts will be settled; (ix)
the events that may cause a termination of the Stock Purchase Contracts prior
to the date of settlement; and (x) any other terms of the Stock Purchase
Contracts or Stock Purchase Units not inconsistent with the provisions of the
instrument or instruments pursuant to which such Stock Purchase Contracts or
Stock Purchase Units are issued. The description in the Prospectus Supplement
will not purport to be complete and will be qualified in its entirety by
reference to the Stock Purchase Contracts, and, if applicable, collateral
arrangements and depositary arrangements, relating to such Stock Purchase
Contracts or Stock Purchase Units.
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
applicable 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 whom 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, Convertible Debt Securities, Exchangeable Debt
Securities, Preferred Stock, Convertible Preferred Stock, Exchangeable
Preferred Stock, Series B Common Stock, Warrants, Stock Purchase Contracts and
Stock Purchase Units 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, Convertible Debt Securities, Exchangeable Debt Securities,
Preferred Stock, Convertible Preferred Stock, Exchangeable Preferred Stock,
Series B Common Stock, Warrants, Stock Purchase Contracts or Stock Purchase
Units.
CERTAIN LEGAL MATTERS
Gibson, Dunn & Crutcher LLP 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.
16
<PAGE>
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, 1996, 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.
17
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR IN ANY PROSPECTUS SUPPLEMENT
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF OR THEREOF. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
-----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 3
The Company............................................................... 4
Use of Proceeds........................................................... 4
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends............................................ 4
Description of Offered Debt Securities.................................... 5
Description of Capital Stock.............................................. 10
Description of Warrants................................................... 14
Description of Stock Purchase Contracts and Stock Purchase Units.......... 15
Plan of Distribution...................................................... 16
Certain Legal Matters..................................................... 16
Experts................................................................... 17
</TABLE>
-----------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
THE TIMES MIRROR COMPANY
$250,000,000
-----------------
DEBT SECURITIES
CONVERTIBLE DEBT SECURITIES
EXCHANGEABLE DEBT SECURITIES
PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK
EXCHANGEABLE PREFERRED STOCK
COMMON STOCK
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
-----------------
-----------------
PROSPECTUS
-----------------
, 1997
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
The following are the estimated expenses of the issuance and distribution of
the securities being registered, all of which will be paid by the Registrant.
<TABLE>
<S> <C>
Registration fee................................................ $ 75,758
Blue Sky fees and expenses...................................... 1,000
Exchange listing fees........................................... 0
Printing expenses............................................... 25,000
Legal fees and expenses......................................... 20,000
Accounting fees and expenses.................................... 40,000
Trustee's fees and expenses (including counsel fees)............ 15,000
Miscellaneous................................................... 0
--------
Total....................................................... $176,758
========
</TABLE>
- --------
* All amounts are estimated except the Commission's registration fee.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Pursuant to Section 102(b)(7) of the General Corporation Law of the State of
Delaware (the "GCL"), the Amended and Restated Certificate of Incorporation of
Times Mirror eliminates the liability of directors of Times Mirror to Times
Mirror or its stockholders for breach of fiduciary duties as a director,
except for liabilities related to breach of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, and certain other liabilities.
As permitted by Section 145 of the GCL, Article VII, Section 1 of the Bylaws
of Times Mirror provides for the indemnification of its directors, officers,
and employees against expenses actually and reasonably incurred in connection
with certain stated proceedings and under certain stated conditions.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
1.1 Form of Underwriting Agreement (for equity securities).*
1.2 Form of Underwriting Agreement (for debt securities).*
4.1 Restated Certificate of Incorporation of The Times Mirror
Company.**
4.2 Certificate of Amendment of Restated Certificate of Incorporation
of The Times Mirror Company (formerly New TMC Inc.).**
4.3 Certificate of Designation of Series C Common Stock, par value
$1.00 per share, of The Times Mirror Company (formerly New TMC
Inc.).**
4.4 Bylaws of The Times Mirror Company.***
4.5 Form of the Indenture.****
4.6 Form of Certificate of Designation with respect to Preferred
Stock.***
4.7 Form of specimen certificate representing shares of Preferred
Stock.*****
4.8 Form of specimen certificate representing shares of Common
Stock.******
4.9 Form of Warrant Agreement (for equity securities).***
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
4.10 Form of Warrant Agreement (for debt securities).***
4.11 Form of Purchase Contract Agreement with respect to the Stock
Purchase Contracts (including as Exhibit A thereto the form of
Security Certificate).*
4.12 Form of Pledge Agreement with respect to the Stock Purchase
Contracts.*
5 Opinion of Gibson, Dunn & Crutcher LLP regarding the legality of
securities being registered.
12 Computation of Ratio of Earnings to Fixed Charges and Ratio of
Earnings to Fixed Charges and Preferred Stock Dividends.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5 to
this Registration Statement).
24 Powers of Attorney.****
25 Statement of Eligibility of Trustee on Form T-1.*
</TABLE>
- --------
* To be filed by amendment, by incorporation by reference or by Current
Reports on Form 8-K in connection with the offering of the Securities.
** Filed as an exhibit to the Registration Statement on Form S-4 of the
Registrant (File No. 33-87482) and incorporated herein by reference.
*** Filed as an exhibit to the Registration Statement on Form S-3 (File No.
33-62165) and incorporated herein by reference.
**** Previously filed.
***** Filed as an exhibit to the Registration Statement on Form 8-A dated
December 22, 1994 and incorporated herein by reference.
****** Filed as an exhibit to the Registration Statement on form 8-A dated
November 21, 1994 and incorporated herein by reference.
ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 and Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
II-2
<PAGE>
(2) That, for purposes of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the Securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13(a)
or section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(6) That, for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as a part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the registration
statement as of the time it was declared effective.
(7) That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(8) To file an application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act in accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Trust Indenture Act.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Los Angeles, State of California, on June 25, 1997.
THE TIMES MIRROR COMPANY
/s/ Thomas Unterman
By: _________________________________
Thomas Unterman
Senior Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following persons in their capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the Board, President and June 25, 1997
____________________________________ Chief Executive Officer (Principal
Mark H. Willes Executive Officer)
/s/ Thomas Unterman Senior Vice President and Chief June 25, 1997
____________________________________ Financial Officer (Principal Financial
Thomas Unterman and Accounting Officer)
* Director June 25, 1997
____________________________________
C. Michael Armstrong
* Director June 25, 1997
____________________________________
Gwendolyn Garland Babcock
* Director June 25, 1997
____________________________________
Donald R. Beall
* Director June 25, 1997
____________________________________
John E. Bryson
* Director June 25, 1997
____________________________________
Bruce Chandler
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <S>
* Director June 25, 1997
____________________________________
Otis Chandler
* Director June 25, 1997
____________________________________
Robert F. Erburu
* Director June 25, 1997
____________________________________
Clayton W. Frye, Jr.
* Director June 25, 1997
____________________________________
David Laventhol
* Director June 25, 1997
____________________________________
Dr. Alfred E. Osborne, Jr.
* Director June 25, 1997
____________________________________
Joan A. Payden
* Executive Vice President and June 25, 1997
____________________________________ Director
Richard T. Schlosberg III
* Director June 25, 1997
____________________________________
William Stinehart, Jr.
* Director June 25, 1997
____________________________________
Harold M. Williams
* Director June 25, 1997
____________________________________
Warren B. Williamson
* Director June 25, 1997
____________________________________
Dr. Edward Zapanta
</TABLE>
*By:
/s/ Thomas Unterman
___________________________
Thomas Unterman
Attorney-in-fact
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ------------
<C> <S> <C>
1.1 Form of Underwriting Agreement (for equity securities)*............
1.2 Form of Underwriting Agreement (for debt securities)*..............
4.1 Restated Certificate of Incorporation of The Times Mirror
Company**.........................................................
4.2 Certificate of Amendment of Restated Certificate of Incorporation
of The Times Mirror Company (formerly New TMC Inc.)**.............
4.3 Certificate of Designation of Series C Common Stock, par value
$1.00 per share, of The Times Mirror Company (formerly New TMC
Inc.)**...........................................................
4.4 Bylaws of The Times Mirror Company***..............................
4.5 Form of the Indenture****..........................................
4.6 Form of Certificate of Designation with respect to Preferred
Stock***..........................................................
4.7 Form of specimen certificate representing shares of Preferred
Stock*****........................................................
4.8 Form of specimen certificate representing shares of Common
Stock******.......................................................
4.9 Form of Warrant Agreement (for equity securities)***...............
4.10 Form of Warrant Agreement (for debt securities)***.................
4.11 Form of Purchase Contract Agreement with respect to the Stock
Purchase Contracts (including as Exhibit A thereto the form of
Security Contracts)*..............................................
4.12 Form of Pledge Agreement with respect to the Stock Purchase
Contracts*........................................................
5 Opinion of Gibson, Dunn & Crutcher LLP regarding the legality of
securities being registered.......................................
12 Computation of Ratio of Earnings to Fixed Charges and Ratio of
Earnings to Fixed Charges and Preferred Stock Dividends...........
23.1 Consent of Ernst & Young LLP, Independent Auditors.................
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5 to
this Registration Statement)......................................
24 Powers of Attorney****.............................................
25 Statement of Eligibility of Trustee on Form T-1*...................
</TABLE>
- --------
* To be filed by amendment, by incorporation by reference or by Current
Reports on Form 8-K in connection with the offering of the Securities.
** Filed as an exhibit to the Registration Statement on Form S-4 of the
Registrant (File No. 33-87482) and incorporated herein by reference.
*** Filed as an exhibit to the Registration Statement Form S-3 of the
Registrant (File No. 33-62165) and incorporated herein by reference.
****Previously filed.
***** Filed as an exhibit to Registration Statement Form 8-A dated December
22, 1994 and incorporated herein by reference.
****** Filed as an exhibit to Registration Statement Form 8-A dated November
21, 1994 and incorporated herein by reference.
<PAGE>
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER]
June 25, 1997
(213) 229-7000 C 91007-03980
The Times Mirror Company
Times Mirror Square
Los Angeles, California 90053
Re: Public Offering of $250 million of Debt Securities,
Preferred Shares, Common Shares, Warrants,
Stock Purchase Contracts and Stock Purchase Units
-------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to The Times Mirror Company, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), pursuant to the Registration
Statement to which this opinion is an Exhibit (the "Registration Statement"), of
$250 million of the Company's (i) debt securities (the "Regular Debt
Securities"), debt securities convertible into one or both of Common Shares (as
defined herein) and Preferred Shares (as defined herein) (the "Convertible Debt
Securities") and debt securities exchangeable for one or both of Common Shares
and Preferred Shares (the "Exchangeable Debt Securities" and together with the
Regular Debt Securities and Convertible Debt Securities, the "Debt Securities"),
(ii) shares of Preferred Stock (the "Regular Preferred Shares"), shares of
Preferred Stock convertible into Common Shares (the "Convertible Preferred
Shares") and shares of Preferred Stock exchangeable for Debt Securities (the
"Exchangeable Preferred Shares" and together with the Regular Preferred Shares
and Convertible Preferred Shares, the "Preferred Shares"), (iii) shares of
Series A Common Stock, par value $1.00 per share (the "Series A Common Stock")
and Series B Common Stock, par value $1.00 per share (the "Series B Common
Stock" and together with the Series A Common Stock, the "Common Shares"), (iv)
Warrants (the "Warrants") to purchase Debt Securities, Common Shares or
Preferred Shares of the Company, (v) stock purchase contracts (the "Stock
Purchase Contracts")
Exhibit 5
---------
<PAGE>
The Times Mirror Company
June 25, 1997
Page 2
to purchase Preferred Shares or Common Shares and (vi) stock purchase units (the
"Stock Purchase Units"), which consist of a Stock Purchase Contract and Debt
Securities or debt obligations of third parties, including United States
Treasury securities, securing the holder's obligation to purchase Preferred
Shares or Common Shares under the Stock Purchase Contract. The Debt Securities,
Preferred Shares, Common Shares, Warrants, Stock Purchase Contracts and Stock
Purchase Units may be issued as part of units consisting of any combination of
such securities.
We are familiar with the corporate action taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Debt Securities, the Preferred Shares, the Common Shares, the Warrants, the
Stock Purchase Contracts and the Stock Purchase Units and have made such other
legal and factual inquiries as we deem necessary for purposes of rendering this
opinion.
Based on the foregoing and in reliance thereon, and subject to
completion of the corporate action proposed to be taken by the Company referred
to above (including without limitation the due reservation of the Common Shares
and Preferred Shares for issuance, with respect to the Preferred Shares, the due
authorization, approval and filing of the Certificate of Designations referred
to below, with respect to the Debt Securities, the due authorization of the
Indenture (as defined below) and the due establishment of the specific terms of
the Debt Securities to be issued thereunder in accordance with the terms of the
Indenture, with respect to the Warrants, the due authorization of the Warrant
Agreement (as defined below), with respect to the Stock Purchase Contracts, the
due authorization of the Purchase Contract Agreement (as defined below) and
Pledge Agreement (as defined below), and with respect to the Stock Purchase
Units, the due establishment of the terms of such Stock Purchase Units by or in
accordance with resolutions of the Board of Directors of the Company authorizing
the issuance and sale of the Stock Purchase Units and the due authorization of
all documentation relating to such Stock Purchase Units), the effectiveness of
the Registration Statement, the due execution and delivery of the Indenture(s)
pursuant to which the Debt Securities will be issued (together, the
"Indenture"), the Warrant Agreement relating to the Warrants (the "Warrant
Agreement") and the Purchase Contract Agreement (the "Purchase Contract
Agreement") and the Pledge Agreement (the "Pledge Agreement") relating to the
Stock Purchase Contracts, each in materially the form filed as an Exhibit to the
Registration Statement, and the qualifications and limitations set forth below,
we are of the opinion that:
(a) the Debt Securities (including any Debt Securities included in
any Stock Purchase Units or issuable upon exchange of any
Exchangeable Preferred Shares), Warrants, Stock Purchase
Contracts (including any Stock Purchase Contracts included in any
Stock Purchase Units) and Stock Purchase Units, upon the issuance
thereof and timely payment in
<PAGE>
The Times Mirror Company
June 25, 1997
Page 3
full therefor in the manner described in the Registration
Statement and the Prospectus Supplement describing the terms of
the Debt Securities, Warrants, Stock Purchase Contracts and Stock
Purchase Units as issued, will be validly issued, fully paid and
nonassessable;
(b) the Debt Securities (including any Debt Securities included in
any Stock Purchase Units or issuable upon exchange of any
Exchangeable Preferred Shares) so issued will be legally binding
obligations of the Company, entitled to the benefits provided
under the Indenture pursuant to which they are issued;
(c) any Warrants so issued will be legally binding obligations of the
Company, entitled to the benefits provided under the applicable
Warrant Agreement;
(d) any Stock Purchase Contracts (including any Stock Purchase
Contracts included in any Stock Purchase Units) so issued will be
legally binding obligations of the Company; entitled to the
benefits provided under the applicable Purchase Contract
Agreement and Pledge Agreement;
(e) any Stock Purchase Units so issued will be legally binding
obligations of the Company; and
(f) the Preferred Shares and Common Shares issued separately or upon
the conversion or exchange of any Convertible Debt Securities or
Exchangeable Debt Securities, respectively, so issued and upon
the exercise of any Warrants and Stock Purchase Contracts so
issued (as to the Preferred Shares, when issued pursuant to the
Certificate of Designations pursuant to Section 151 of the
Delaware General Corporation Law in materially the form filed as
an Exhibit to the Registration Statement (the "Certificate of
Designations")), and the Common Shares issued upon conversion of
any such Convertible Preferred Shares so issued (i) will have
been duly authorized and reserved for issuance separately, upon
conversion or exchange of such Convertible Debt Securities or
Exchangeable Debt Securities, respectively, exercise of any such
Warrants and Stock Purchase Contracts and conversion of any such
Convertible Preferred Shares upon the respective issuance of
each, as the case may be, and (ii) upon the issuance of such
Preferred Shares and Common Shares separately against payment in
full therefor or pursuant to (x) the Indenture upon
<PAGE>
The Times Mirror Company
June 25, 1997
Page 4
valid conversion or exchange of such Convertible Debt Securities
or Exchangeable Debt Securities, respectively, (y) exercise of
such Warrants and Stock Purchase Contracts and payment in full of
the exercise price provided for therein or (z) valid conversion
of any such Convertible Preferred Shares so issued in accordance
with the Certificate of Designations, as the case may be, will be
validly issued, fully paid and nonassessable.
Our opinions set forth above are subject to the effect of (a)
applicable bankruptcy, reorganization, insolvency, moratorium and other similar
laws and court decisions of general application (including without limitation
statutory or other laws regarding fraudulent or preferential transfers) relating
to, limiting or affecting the enforcement of creditors' rights generally, (b)
general principles of equity that may limit the enforceability of any of the
remedies, covenants or other provisions of the Debt Securities, the Indenture,
the Warrants, the Warrant Agreement, the Stock Purchase Contracts, the Stock
Purchase Units, the Purchase Contract Agreement, the Pledge Agreement and the
Certificate of Designations and the availability of injunctive relief or other
equitable remedies and (c) the application of principles of equity (regardless
of whether enforcement is considered in proceedings at law or in equity) as such
principles relate to, limit or affect the enforcement of creditors' rights
generally.
In addition, we express no opinion as to: (a) any provisions of the
Debt Securities, the Indenture, the Warrant Agreement, the Warrants, the Stock
Purchase Contracts, the Stock Purchase Units, the Purchase Contract Agreement,
the Pledge Agreement or the Certificate of Designations regarding the remedies
available to any person (1) to take action that is arbitrary, unreasonable or
capricious or is not taken in good faith or in a commercially reasonable manner,
whether or not such action is permitted under the Debt Securities, the
Indenture, the Warrant Agreement, the Warrants, the Stock Purchase Contracts,
the Stock Purchase Units, the Purchase Contract Agreement, the Pledge Agreement
or the Certificate of Designations or (2) for violations or breaches that are
determined by a court to be non-material or without substantially adverse effect
upon the ability of the Company to perform its material obligations under the
Debt Securities, the Indenture, the Warrant Agreement, the Warrants, the Stock
Purchase Contracts, the Stock Purchase Units, the Purchase Contract Agreement,
the Pledge Agreement or the Certificate of Designations; or (b) the provisions
of the Debt Securities or the Indenture that may provide for interest on
interest or penalty interest.
The Company is a Delaware corporation. We are not admitted to
practice in Delaware. However, we are generally familiar with the Delaware
General Corporation Law and have made such review thereof as we consider
necessary for the purpose of this opinion. Subject to the foregoing, this
opinion is limited to Delaware, New York and federal law.
<PAGE>
The Times Mirror Company
June 25, 1997
Page 5
You have informed us that you intend to issue one or more of the
Common Shares, Preferred Shares, Debt Securities, Warrants, Stock Purchase
Contracts or Stock Purchase Units from time to time on a delayed or continuous
basis, and this opinion is limited to the laws referred to above as in effect on
the date hereof. We understand that prior to issuing any Common Shares,
Preferred Shares, Debt Securities, Warrants, Stock Purchase Contracts or Stock
Purchase Units (i) you will advise us in writing of the terms thereof and (ii)
you will afford us an opportunity to (x) review the operative documents pursuant
to which such Common Shares, Preferred Shares, Debt Securities, Warrants, Stock
Purchase Contracts and Stock Purchase Units are to be issued (including the
applicable Prospectus Supplement) and (y) file such supplement or amendment to
this opinion (if any) as we may reasonably consider necessary or appropriate by
reason of the terms of such Common Shares, Preferred Shares, Debt Securities,
Warrants, Stock Purchase Contracts or Stock Purchase Units.
We hereby consent to the use of our name under the caption "Certain
Legal Matters" in the Prospectus forming a part of the Registration Statement
and to the filing of this opinion as Exhibit 5 to the Registration Statement.
In giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Act or the General
Rules and Regulations of the Securities and Exchange Commission.
Very truly yours,
/s/Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
<PAGE>
EXHIBIT 12
THE TIMES MIRROR COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS, EXCEPT RATIO)
<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31 ENDED
----------------------------------------------- MARCH 31,
1992 1993 1994 1995 1996 1997
-------- -------- -------- --------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Fixed charges
Interest expense....... $ 74,281 $ 84,054 $ 69,322 $ 29,467 $ 27,047 $ 10,012
Interest related to
ESOP(a)............... 4,113 2,611 1,376
Capitalized interest... 3,963 391 1,142 485
Portion of rents deemed
to be interest........ 21,857 21,007 20,418 22,180 19,636 4,406
Amortization of debt
expense............... 600 995 339 411 529 121
-------- -------- -------- --------- -------- --------
Total fixed charges. $104,814 $109,058 $ 92,597 $ 52,543 $ 47,212 $ 14,539
======== ======== ======== ========= ======== ========
Earnings (loss)
Income (loss) from
continuing operations
before income taxes... $ (7,102) $109,785 $257,899 $(455,013) $403,989 $ 79,365
Fixed charges, less
capitalized interest
and interest related
to ESOP(a)............ 96,738 106,056 90,079 52,058 47,212 14,539
Amortization of
capitalized interest.. 5,963 4,222 4,229 4,475 4,102 997
Distributed income from
less than 50% owned
unconsolidated
affiliates............ 214 281 292 352 191
Subtract: Equity loss
(income) from less
than 50% owned
unconsolidated
affiliates............ 2,025 1,067 1,158 (615) 14 1,852
-------- -------- -------- --------- -------- --------
Total earnings
(loss)............. $ 97,838 $221,411 $353,657 $(398,743) $455,508 $ 96,753
======== ======== ======== ========= ======== ========
Ratio of earnings to
fixed charges.......... (b) 2.0x 3.8x (c) 9.6x 6.7x
</TABLE>
- --------
(a) The Company guaranteed repayment of debt of the Company's Employee Stock
Ownership Plan and, accordingly, included the related interest in fixed
charges. This debt was repaid on December 15, 1994.
(b) 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.
(c) Earnings are approximately $451 million lower than the amount needed to
cover fixed charges in this year, as earnings in 1995 were impacted by
approximately $768 million in restructuring charges.
<PAGE>
EXHIBIT 12
PAGE 2 OF 2
THE TIMES MIRROR COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
(IN THOUSANDS, EXCEPT RATIO)
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31
------------------- THREE MONTHS ENDED
1995 1996 MARCH 31, 1997
--------- -------- ------------------
<S> <C> <C> <C>
Fixed charges
Interest expense.................. $ 29,467 $ 27,047 $10,012
Capitalized interest.............. 485
Portion of rents deemed to be
interest......................... 22,180 19,636 4,406
Amortization of debt expense...... 411 529 121
--------- -------- -------
Total fixed charges............. 52,543 47,212 $14,539
Preferred stock dividend
requirements....................... 74,581 85,578 19,145
--------- -------- -------
Fixed charges and preferred
stock dividends................ $ 127,124 $132,790 $33,684
========= ======== =======
Earnings (loss)
Income (loss) from continuing
operations before income taxes... $(455,013) $403,989 $79,365
Fixed charges, less capitalized
interest......................... 52,058 47,212 14,539
Amortization of capitalized
interest......................... 4,475 4,102 997
Distributed income from less than
50% owned unconsolidated
affiliates....................... 352 191
Subtract: Equity loss (income)
from less than 50% owned
unconsolidated affiliates........ (615) 14 1,852
--------- -------- -------
Total earnings (loss)........... $(398,743) $455,508 $96,753
========= ======== =======
Ratio of earnings to fixed charges
and preferred stock dividends...... (a) 3.4x 2.9x
</TABLE>
- --------
(a) Earnings are approximately $526 million lower than the amount needed to
cover fixed charges and preferred stock dividends in this year, as earnings
in 1995 were impacted by approximately $768 million in restructuring
charges.
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-23915) and related Prospectus of The
Times Mirror Company for the registration of Debt Securities, Convertible Debt
Securities, Exchangeable Debt Securities, Preferred Stock, Convertible Preferred
Stock, Exchangeable Preferred Stock, Common Stock, Warrants, Stock Purchase
Contracts, and Stock Purchase Units, with an aggregate offering price of not
more than $250 million and to the incorporation by reference therein of our
report dated February 5, 1997, with respect to the consolidated financial
statements and schedule of The Times Mirror Company included in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
June 20, 1997
