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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 4, 1997
THE TIMES MIRROR COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
DELAWARE 1-13492 95-4481525
<S> <C> <C>
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
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TIMES MIRROR SQUARE 90053
LOS ANGELES, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (213) 237-3700
NONE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On March 25, 1997, The Times Mirror Company (the "Company") filed a
Registration Statement on Form S-3 (No. 333-23915), as amended by Amendment
No. 1 filed on June 26, 1997, relating to the registration under the Securities
Act of 1933, as amended, of up to an initial aggregate offering price of $250
million 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
of the Company, which Registration Statement was declared effective on July 8,
1997.
On September 4, 1997, the Company entered into an Underwriting Agreement (a
copy of which is attached hereto as Exhibit 1.1) with Goldman, Sachs & Co.,
Citicorp Securities, Inc., Merrill Lynch & Co. and Morgan Stanley & Co.
Incorporated (collectively, the "Underwriters"), pursuant to which the Company
agreed to issue and sell and the Underwriters agreed, severally and not jointly,
subject to certain conditions, to purchase $250,000,000 aggregate principal
amount of the Company's 6.61% Debentures due September 15, 2027 (the
"Debentures") at an initial public offering price of 99.959% less underwriting
discounts and commissions.
The issuance and sale of the Debentures were completed on September 9,
1997. The Debentures were issued pursuant to an Indenture dated as of March 19,
1996 between the Company and Citibank, N.A., as trustee (a copy of such
Indenture is incorporated herein by reference to Exhibit 4.1 to the Company's
Form 8-K dated March 13, 1996).
In connection with the issuance of the Debentures under the Indenture, the
Company delivered an Officers' Certificate dated September 9, 1997 (a copy of
such Officers' Certificate and the annex thereto is attached hereto as Exhibit
4.2) setting forth the terms of the Debentures.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed with this report on Form 8-K:
Exhibit No. Description
- ----------- -----------
1.1 Underwriting Agreement dated September 4, 1997 among the Company
and Goldman, Sachs & Co., Citicorp Securities, Inc., Merrill
Lynch & Co. and Morgan Stanley & Co. Incorporated.
4.1 Indenture dated as of March 19, 1996 between the Company and
Citibank, N.A., as trustee (incorporated herein by reference to
Exhibit 4.1 to the Company's Form 8-K dated March 13, 1996).
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4.2 Officers' Certificate dated September 9, 1997 establishing the
terms of the Debentures and attaching the specimen Form of
Debenture.
5.1 Opinion of Gibson, Dunn & Crutcher LLP regarding the legality of
the securities being issued.
12 Computation of Ratio of Earnings to Fixed Charges, Pro Forma
Ratio of Earnings to Fixed Charges, Ratio of Earnings to Fixed
Charges and Preferred Stock Dividends and Pro Forma Ratio of
Earnings to Fixed Charges and Preferred Stock Dividends.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE TIMES MIRROR COMPANY
Date: September 9, 1997 By: /s/ Thomas Unterman
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Thomas Unterman
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
1.1 Underwriting Agreement dated September 4, 1997 among the
Company and Goldman, Sachs & Co., Citicorp Securities, Inc.,
Merrill Lynch & Co. and Morgan Stanley & Co. Incorporated.
4.1 Indenture dated as of March 19, 1996 between the Company and
Citibank, N.A., as trustee (incorporated herein by reference
to Exhibit 4.1 to the Company's Form 8-K dated March 13,
1996).
4.2 Officers' Certificate dated September 9, 1997
establishing the terms of the Debentures and attaching the
specimen Form of Debenture.
5.1 Opinion of Gibson, Dunn & Crutcher LLP regarding the
legality of the securities being issued.
12 Computation of Ratio of Earnings to Fixed Charges, Pro Forma
Ratio of Earnings to Fixed Charges, Ratio of Earnings to
Fixed Charges and Preferred Stock Dividends and Pro Forma
Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends.
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EXHIBIT 1.1
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THE TIMES MIRROR COMPANY
(a Delaware corporation)
6.61% DEBENTURES DUE SEPTEMBER 15, 2027
UNDERWRITING AGREEMENT
Dated: September 4, 1997
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THE TIMES MIRROR COMPANY
(a Delaware Corporation)
$250,000,000
6.61% Debentures Due September 15, 2027
UNDERWRITING AGREEMENT
----------------------
September 4, 1997
Goldman, Sachs & Co.
Citicorp Securities, Inc.
Merrill Lynch & Co.
Morgan Stanley & Co. Incorporated
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
The Times Mirror Company, a Delaware corporation (the "Company"), confirms
its agreement with Goldman, Sachs & Co. ("Goldman Sachs") and each of the other
Underwriters named in Schedule I hereto (collectively, the "Underwriters"), with
respect to the issue and sale by the Company and the purchase by the
Underwriters, acting severally and not jointly, of the respective principal
amounts set forth in said Schedule I of $250,000,000 aggregate principal amount
of the Company's 6.61% Debentures Due September 15, 2027 (the "Securities").
The Securities are to be issued pursuant to an Indenture dated as of March 19,
1996 (the "Indenture") between the Company and Citibank, N.A., as trustee (the
"Trustee"). The term "Indenture," as used herein, includes the Officers'
Certificate establishing the form and terms of the Securities pursuant to
Section 301 of the Indenture.
The Company understands that the Underwriters propose to make a public
offering of the Securities as soon as the Underwriters deem advisable after this
Agreement has been executed and delivered.
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The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement including a prospectus relating to the
issuance of securities of the Company and has filed with, or transmitted for
filing to, or shall promptly hereafter file with or transmit for filing to, the
Commission a prospectus supplement (the "Prospectus Supplement") specifically
relating to the Securities pursuant to Rule 424 under the Securities Act of
1933, as amended (the "Securities Act"). The term Registration Statement means
the registration statement as amended to the date of this Agreement. The term
Basic Prospectus means the prospectus included in the Registration Statement.
The term Prospectus means the Basic Prospectus together with the Prospectus
Supplement. As used herein, the terms "Basic Prospectus" and "Prospectus" shall
include in each case the documents, if any, incorporated by reference therein
(the "Incorporated Documents"). The terms "supplement," "amendment" and "amend"
as used herein shall include all documents deemed to be incorporated by
reference in the Prospectus that are filed subsequent to the date of the Basic
Prospectus by the Company with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The term "Significant
Subsidiaries" means the entities listed on Schedule II hereto.
1. Representations and Warranties. The Company represents and warrants to
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and agrees with each of the Underwriters that:
(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect, and
no proceedings for such purpose are pending before or, to the knowledge of the
Company, threatened by the Commission.
(b) (i) Each part of the Registration Statement, when such part became
effective, did not contain and each such part, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading. (ii) The Registration Statement and the
Prospectus comply and, as amended or supplemented, if applicable, will comply
in all material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder. (iii) The Prospectus does not
contain and, as amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, except that the representations and warranties
set forth in this Section 1(b) do not apply (A) to statements or omissions in
the Registration Statement or the Prospectus based upon information relating
to any Underwriter furnished to the Company in writing by such Underwriter
through Goldman Sachs expressly for use therein or (B) to that part of the
Registration Statement that constitutes the Statement of Eligibility (Form T-
1) under the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), of the Trustee (the "Form T-1"). (iv) The Prospectus as delivered from
time to time shall incorporate by reference the most recent Annual Report of
the Company on Form 10-K filed with the Commission and each Quarterly Report
of the Company on Form 10-Q and each Current Report of the Company on Form 8-K
filed with the Commission since the filing of the then most recent Annual
Report of the Company on Form 10-K. The documents incorporated or deemed to be
incorporated by
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reference in the Registration Statement and Prospectus at the time they were
or hereafter are filed with the Commission complied and will comply in all
material respects with the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder (the "Exchange Act Regulations"),
and, when read together with the other information in the Registration
Statement and Prospectus, at the date of the Prospectus and at the Closing
Date, will not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. (v) The accountants who certified the financial
statements and supporting schedules included or incorporated by reference in
the Registration Statement and Prospectus are independent certified public
accountants with respect to the Company and its subsidiaries within the
meaning of Regulation S-X under the Securities Act. (vi) The financial
statements included or incorporated by reference in the Registration Statement
and Prospectus, together with the related schedules and notes, present fairly,
in all material respects, the financial position of the Company and its
consolidated subsidiaries at the dates indicated and the statements of
operations, shareholders' equity and cash flows of the Company and its
consolidated subsidiaries for the periods specified; such financial statements
have been prepared in conformity with generally accepted accounting principles
("GAAP"). The supporting schedules, if any, included in the Registration
Statement and Prospectus present fairly in all material respects the
information required to be stated therein.
(c) Each of the Company and its Significant Subsidiaries has been duly
organized and is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation, with full power and authority
(corporate and other) to own its properties and conduct its business as
described in the Prospectus, except where the failure to be in good standing,
either singly or in the aggregate, would not have a material adverse effect on
the condition, financial or otherwise, or the earnings, business or operations
of the Company and its subsidiaries, taken as a whole (each, a "Material
Adverse Effect").
(d) Each of the Company and its Significant Subsidiaries is duly qualified
to do business as a foreign corporation and is in good standing in each
jurisdiction where the character of the business conducted by it or the
location of its properties owned or leased by it makes such qualification
necessary and in which the absence of such qualification, either singly or in
the aggregate, would have a Material Adverse Effect.
(e) The outstanding shares of capital stock of each of the Significant
Subsidiaries of the Company have been duly authorized and validly issued, are
fully paid and nonassessable and are owned beneficially by the Company free
and clear of all liens, encumbrances, equities and claims.
(f) Each of the Company and its Significant Subsidiaries is in compliance
with all laws, ordinances and regulations applicable to its properties
(whether owned or leased) and its business as described in the Prospectus,
except where failure to so comply, either singly or in the aggregate, would
not have a Material Adverse Effect.
(g) Each of the Company and its Significant Subsidiaries has all government
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licenses or permits necessary to carry on its business as such business is
presently conducted and as described in the Prospectus, except where failure
to have such licenses or permits, either singly or in the aggregate, would not
have a Material Adverse Effect. Except as set forth in the Prospectus or as
previously disclosed to you in writing, the Company has no reason to believe
that any federal or state authorities are considering modifying, suspending or
revoking any such licenses, or that such authorities or any other agencies are
investigating the Company or any of its Significant Subsidiaries other than in
the ordinary course of administrative review.
(h) This Agreement has been duly authorized, executed and delivered by the
Company.
(i) The Indenture, upon the filing of a Current Report on Form 8-K with the
Commission filing the Form T-1, will have been duly qualified under the Trust
Indenture Act, and has been duly authorized, executed and delivered by the
Company, and, assuming the due authorization, execution and delivery of the
Indenture by the Trustee, is a valid and binding agreement of the Company,
enforceable in accordance with its terms 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 the remedies, covenants or other provisions of the Indenture
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.
(j) The Securities have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and delivered
to and paid for by the Underwriters in accordance with the terms of this
Agreement, will be entitled to the benefits of the Indenture and will be valid
and binding obligations of the Company, enforceable in accordance with their
terms 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 the remedies, covenants or other
provisions of the Securities 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.
(k) The Securities and the Indenture will conform in all material respects
to the respective statements relating thereto contained in the Prospectus and
will be in substantially the respective forms filed as exhibits to, or
incorporated by reference in, as the case may be, the Registration Statement.
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(l) The execution and delivery by the Company of, and the performance by
the Company of its obligations under, this Agreement, the Indenture and the
Securities will not contravene any provision of applicable law or the
certificate of incorporation or by-laws of the Company or any agreement or
other instrument binding upon the Company or any of its subsidiaries that is
material to the Company and its subsidiaries, taken as a whole, or any
judgment, order or decree of any governmental body, agency or court having
jurisdiction over the Company or any subsidiary, and no consent, approval,
authorization or order of, or qualification with, any governmental body or
agency is required for the performance by the Company of its obligations under
this Agreement, the Indenture, the Securities, except such as may be required
by the securities or Blue Sky laws of the various states in connection with
the offer and sale of the Securities.
(m) Since the most recent date as of which information is given in the
Prospectus, except as otherwise stated therein, (A) there has not occurred any
material adverse change, or any development involving a prospective material
adverse change, in the condition, financial or otherwise, or in the earnings,
business or operations of the Company and its subsidiaries, taken as a whole,
(B) there have been no transactions entered into by the Company or any of its
subsidiaries, other than those in the ordinary course of business, which are
material with respect to the Company and its subsidiaries considered as one
enterprise, and (C) except for regular quarterly dividends on the capital
stock of the Company in amounts per share that are consistent with past
practice, there has been no dividend or distribution of any kind declared,
paid or made by the Company on any class of its capital stock.
(n) There are no legal or governmental proceedings pending or, to the
knowledge of the Company, threatened to which the Company or any of its
Significant Subsidiaries is a party or to which any of the properties of the
Company or any of its Significant Subsidiaries is subject that are required to
be described in the Registration Statement or the Prospectus and are not so
described or any statutes, regulations, contracts or other documents that are
required to be described in the Registration Statement or the Prospectus or to
be filed as exhibits to the Registration Statement that are not described or
filed as required.
(o) The Company is not an "investment company" or an entity "controlled" by
an "investment company" as such terms are defined in the Investment Company
Act of 1940, as amended.
(p) To its best knowledge, the Company has complied with all provisions of
Section 517.075, Florida Statutes relating to doing business with the
Government of Cuba or with any person or affiliate located in Cuba.
(q) Each of the total assets, the revenues and the income (loss) before
income taxes of the Company and the Significant Subsidiaries, taken as a
whole, constitutes 90% or more of each of the total assets, the revenues and
the income (loss) before income taxes, respectively, of the Company and all of
its subsidiaries, taken as a whole, as of and for the six months ended June
30, 1997.
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2. Agreements to Sell and Purchase. The Company hereby agrees to sell to
-------------------------------
the several Underwriters, and each Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees, severally and not jointly, to purchase from the
Company, at the price set forth in Schedule III hereto, the aggregate principal
amount of Securities set forth in Schedule I hereto opposite its name plus any
additional principal amount of Securities which such Underwriter may become
obligated to purchase pursuant to the provisions of Section 8 hereof.
3. Payment and Delivery. Payment of the purchase price for, and delivery of
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certificates for, the Securities shall be made at the offices of Latham &
Watkins, or at such other place, as shall be agreed upon by the Underwriters and
the Company, at 7:00 A.M. (California time) on September 9, 1997, or such other
time not later than ten business days after such date as shall be agreed upon by
the Underwriters and the Company (such time and date of payment and delivery
being herein called "Closing Date").
Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company, against delivery to
the Underwriters of certificates for the Securities to be purchased by them. It
is understood that each Underwriter has authorized Goldman Sachs, for its
account, to accept delivery of, receipt for, and make payment of the purchase
price for, the Securities which it has agreed to purchase. Goldman Sachs,
individually and not as representative of the Underwriters, may (but shall not
be obligated to) make payment of the purchase price for the Securities to be
purchased by any Underwriter whose funds have not been received by the Closing
Date, but such payment shall not relieve such Underwriter from its obligations
hereunder.
Certificates for the Securities shall be in such denominations ($1,000 or
integral multiples thereof) and registered in such names as the Underwriters may
request in writing at least one full business day before the Closing Date. The
Securities will be made available for examination and packaging by the
Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) on
the business day prior to the Closing Date. All references herein to
"certificates" shall mean a global security registered in the name of The
Depository Trust Company or its nominee.
4. Conditions to the Underwriters' Obligations. The obligations of the
-------------------------------------------
Company to sell the Securities to the Underwriters and the several obligations
of the Underwriters to purchase and pay for such Securities are subject to the
satisfaction of each of the following conditions.
(a) Subsequent to the execution and delivery of this Agreement and prior to
the Closing Date:
(i) there shall not have occurred any downgrading, nor shall any
notice have been given of any intended or potential downgrading or of any
review for a possible change that does not indicate the direction of the
possible change, in the rating accorded any of the Company's securities by
any "nationally recognized statistical rating organization," as such term
is defined for purposes of Rule
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436(g)(2) under the Securities Act;
(ii) there shall not have occurred any change, or any development
involving a prospective change, in the condition, financial or otherwise,
or in the earnings, business or operations of the Company and its
subsidiaries, taken as a whole, from that set forth in the Prospectus
(exclusive of any amendments or supplements thereto subsequent to the date
of this Agreement) that, in your judgment, is material and adverse and that
makes it, in your judgment, impracticable to market the Securities on the
terms and in the manner contemplated in the Prospectus: and
(iii) no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall
have been commenced or shall be pending before or contemplated by the
Commission.
(b) The Underwriters shall have received on the Closing Date a certificate,
dated the Closing Date and signed by an executive officer of the Company, to
the effect set forth in clauses (a)(i), (ii) and (iii) above (except that in
the case of clause (a)(ii), the determination shall be in the judgment of such
officer) and to the effect that the representations and warranties of the
Company contained in this Agreement are true and correct as of the Closing
Date and that the Company has complied in all material respects with all of
the agreements and satisfied in all material respects all of the conditions on
its part to be performed or satisfied hereunder on or before the Closing Date.
The officer signing and delivering such certificate may rely upon the
best of his or her knowledge as to proceedings threatened.
(c) The Underwriters shall have received on the Closing Date an opinion of
Gibson, Dunn & Crutcher LLP, outside counsel for the Company, dated the
Closing Date, to the effect that:
(i) this Agreement has been duly authorized, executed and delivered by
the Company;
(ii) the Indenture has been duly qualified under the Trust Indenture
Act and has been duly authorized, executed and delivered by the Company
and, assuming the due authorization, execution and delivery of the
Indenture by the Trustee, is a valid and binding agreement of the Company,
enforceable in accordance with its terms 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 the remedies, covenants or other provisions of the
Indenture 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
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affect the enforcement of creditors' rights generally;
(iii) the Securities have been duly authorized by the Company and,
when executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriters in accordance
with the terms of this Agreement, will be entitled to the benefits of the
Indenture and will be valid and binding obligations of the Company,
enforceable in accordance with their terms 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 the remedies, covenants or other provisions of the
Securities 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;
(iv) the statements (A) in the Prospectus under the captions
"Description of the 1997 Debentures," and "Underwriting," and (B) in the
Registration Statement in Items 15 and 17, in each case insofar as such
statements constitute summaries of the legal matters, documents or
proceedings referred to therein, fairly present the information called for
with respect to such legal matters, documents and proceedings and fairly
summarize the matters referred to therein;
(v) the Company is not an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended;
(vi) the Registration Statement and Prospectus (excluding the
Incorporated Documents and except for financial statements and schedules
and other financial and statistical data included therein as to which such
counsel need not express any opinion) comply as to form in all material
respects with the Securities Act and the applicable rules and regulations
of the Commission thereunder.
In addition to the foregoing opinions, such counsel shall state that based
upon certain specified activities, such counsel has no reason to believe that
(except for financial statements and schedules and other financial and
statistical data as to which such counsel need not express any belief and except
for that part of the Registration Statement that constitutes the Form T-1
heretofore referred to) the Registration Statement and the Prospectus (including
the Incorporated Documents) at the time the Registration Statement became
effective, and the Registration Statement and the Prospectus on the date of this
Agreement, or at the Closing Date, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and that (except for
financial statements and schedules and other financial and statistical data as
to which such counsel need not express any belief) the Prospectus (including the
Incorporated Documents) contains any
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untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
(d) The Underwriters shall have received on the Closing Date an opinion of
William A. Niese, General Counsel for the Company, dated the Closing Date, to
the effect that:
(i) each of the Company and its Significant Subsidiaries has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of its jurisdiction of incorporation, with full power and
authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus, except where the failure to be in
good standing, either singly or in the aggregate, would not have a Material
Adverse Effect;
(ii) the execution and delivery by the Company of, and, as of the date
of such opinion, the performance by the Company of its obligations under,
this Agreement, the Securities and the Indenture will not contravene any
provision of applicable law, known to such counsel, or the certificate of
incorporation or by-laws of the Company or, to the best of such counsel's
knowledge, any agreement or other instrument binding upon the Company or
any of its Significant Subsidiaries that is material to the Company and its
subsidiaries, taken as a whole, or, to the best of such counsel's
knowledge, any judgment, order or decree of any governmental body, agency
or court having jurisdiction over the Company or any Significant
Subsidiary, and, as of the date of such opinion, no consent, approval,
authorization or order of, or qualification with, any governmental body or
agency is required for the performance by the Company of its obligations
under this Agreement, the Securities and the Indenture, except such as may
be required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Securities;
(iii) after due inquiry, such counsel does not know of any legal or
governmental proceedings pending or threatened to which the Company or any
of its Significant Subsidiaries is a party or to which any of the
properties of the Company or any of its Significant Subsidiaries is subject
that are required to be described in the Registration Statement or the
Prospectus and are not so described or of any statutes, regulations,
contracts or other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required; and
(iv) the Registration Statement and Prospectus (including the
Incorporated Documents and except for financial statements and schedules
and other financial and statistical data included therein as to which such
counsel not express any opinion) comply as to form in all material respects
with the Securities Act and the applicable rules and regulations of the
Commission thereunder.
In addition to the foregoing opinions, such counsel shall state that based
upon
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certain specified activities, such counsel has no reason to believe that (except
for financial statements and schedules and other financial and statistical data
as to which such counsel need not express any belief and except for that part of
the Registration Statement that constitutes the Form T-1 heretofore referred to)
the Registration Statement and the Prospectus (including the Incorporated
Documents) at the time the Registration Statement became effective, and the
Registration Statement and the Prospectus on the date of this Agreement,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading and that (except for financial statements and schedules and other
financial and statistical data as to which such counsel need not express any
belief) the Prospectus (including the Incorporated Documents) contains any
untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
(e) The Underwriters shall have received on the Closing Date an
opinion of Latham & Watkins, counsel for the Underwriters, dated the
Closing Date, covering the matters referred to in subparagraphs (i), (ii),
(iii), (iv) (but only as to the statements in the Prospectus under
"Description of the 1997 Debentures" and "Underwriting") and (vi) of
paragraph (c) above.
With respect to the last subparagraph of paragraph (c) above and
the last subparagraph of paragraph (d) above, Gibson, Dunn & Crutcher LLP,
William A. Niese and Latham & Watkins may state that their opinion and
belief are based upon their participation in the preparation of the
Registration Statement and Prospectus and any amendments or supplements
thereto and review and discussion of the contents thereof, but are without
independent check or verification, except as specified.
The opinions of Gibson, Dunn & Crutcher LLP and William A. Niese
described in paragraphs (c) and (d) above shall be rendered to the
Underwriters at the request of the Company and shall so state therein.
(f) The Underwriters shall have received, at the time of the execution
of this Agreement, a letter dated such date, in form and substance
satisfactory to the Underwriters from Ernst & Young LLP, independent public
accountants, containing statements and information of the type ordinarily
included in accountants' "comfort letters" to underwriters with respect to
financial statements and certain financial information included or
incorporated by reference in the Registration Statement and Prospectus. At
the Closing Date, the Underwriters shall have received from Ernst & Young
LLP, a letter dated as of the Closing Date, to the effect that they
reaffirm the statements made in the letter referred to in the preceding
sentence, except that the specified date referred to shall be a date not
more than three business days prior to the Closing Date.
(g) At the Closing Date, the Securities shall be rated at least "A2"
by Moody's Investor's Service Inc. and "A+" by Standard & Poor's Ratings
Group, a division of McGraw-Hill, Inc., and the Company shall have
delivered to the Underwriters a letter dated the Closing Date, from each
such rating agency, or other evidence satisfactory to the Underwriters,
confirming that the Securities have such ratings.
10
<PAGE>
(h) At the Closing Date, counsel for the Underwriters shall have been
furnished with such documents as they may require for the purpose of
enabling them to pass upon the issuance and sale of the Securities as
herein contemplated, or in order to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the conditions,
herein contemplated; and all proceedings taken by the Company in connection
with the issuance and sale of the Securities as herein contemplated shall
be reasonably satisfactory in form and substance to the Underwriters and
counsel for the Underwriters.
5. Covenants of the Company. In further consideration of the agreements of
------------------------
the Underwriters herein contained, the Company covenants with each Underwriter
as follows:
(a) To furnish to you, without charge, 2 conformed copies of the
Registration Statement (including exhibits thereto) and for delivery to each
other Underwriter a conformed copy of the Registration Statement (without
exhibits thereto) and furnish to you in New York City, without charge, prior
to 10:00 A.M., local time on the business day next succeeding the date of this
Agreement and during the period mentioned in paragraph (c) below, as many
copies of the Prospectus and any supplements and amendments thereto or to the
Registration Statement as you may reasonably request.
(b) Before amending or supplementing the Registration Statement or the
Prospectus in a manner that relates to or affects the Securities, to furnish
to you a copy of each such proposed amendment or supplement and not to file
any such proposed amendment or supplement to which you reasonably object, and
to file with the Commission within the applicable period specified in Rule
424(b) under the Securities Act any prospectus required to be filed pursuant
to such Rule.
(c) If, during such period after the first date of the public offering of
the Securities as in the opinion of counsel for the Underwriters the
Prospectus is required by law to be delivered in connection with sales by an
Underwriter or dealer, any event shall occur or condition exist as a result of
which it is necessary to amend or supplement the Prospectus in order to make
the statements therein, in the light of the circumstances when the Prospectus
is delivered to a purchaser, not misleading, or if, in the opinion of counsel
for the Underwriters, it is necessary to amend or supplement the Prospectus to
comply with applicable law, forthwith to prepare, file with the Commission and
furnish, at its own expense, to the Underwriters and to the dealers (whose
names and addresses you will furnish to the Company) to which Securities may
have been sold by you on behalf of the Underwriters and to any other dealers
upon request, either amendments or supplements to the Prospectus so that the
statements in the Prospectus as so amended or supplemented will not, in the
light of the circumstances when the Prospectus is delivered to a purchaser, be
misleading or so that the Prospectus, as amended or supplemented, will comply
with law.
(d) To endeavor to qualify the Securities for offer and sale under the
securities or blue sky laws of such jurisdictions as you shall reasonably
request.
11
<PAGE>
(e) To make generally available to the Company's security holders and to
you as soon as practicable an earning statement covering the twelve-month
period ending September 30, 1998 that satisfies the provisions of Section
11(a) of the Securities Act and the rules and regulations of the Commission
thereunder.
(f) To pay all expenses incident to the performance of its obligations
under this Agreement, including: (i) the preparation and filing of the
Registration Statement and the Prospectus and all amendments and supplements
thereto; (ii) the preparation, issuance and delivery of the Securities; (iii)
the fees and disbursements of the Company's counsel and accountants and of the
Trustee and its counsel; (iv) the qualification of the Securities under state
securities or blue sky laws in accordance with the provisions of Section 5(d),
including filing fees and the fees and disbursements of counsel for the
Underwriters in connection therewith and in connection with the preparation of
any blue sky or legal investment memoranda; (v) the printing and delivery to
the Underwriters in quantities as hereinabove stated of copies of the
Registration Statement and all amendments thereto and of each preliminary
prospectus and the Prospectus and any amendments or supplements thereto; (vi)
the printing and delivery to the Underwriters of copies of any blue sky or
legal investment memoranda; (vii) any fees charged by rating agencies for the
rating of the Securities; (viii) the filing fees and expenses, if any,
incurred with respect to any filing with the National Association of
Securities Dealers, Inc. made in connection with the offering of the
Securities; and (ix) any expenses incurred by the Company in connection with a
"road show" presentation to potential investors.
(g) During the period of time beginning from the date hereof and continuing
until the Closing Date, not to offer, sell, contract to sell or otherwise
dispose of, except as provided hereunder, any securities of the Company that
are substantially similar to the Securities (other than commercial paper
issued in the ordinary course of business).
6. Indemnification.
---------------
(a) The Company agrees to indemnify and hold harmless each Underwriter and
each person, if any, who controls each Underwriter within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:
(i) against any and all loss, liability, claim, damage and reasonable
expense (including the reasonable fees and disbursements of counsel)
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
or any amendment thereto or the Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and reasonable
expense (including the reasonable fees and disbursements of counsel)
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or
12
<PAGE>
body, commenced or threatened, or of any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement or
omission; provided that (subject to Section 6(d) below) any such settlement
is effected with the written consent of the Company; and
(iii) against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by the Underwriters),
reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under (i) or (ii)
above;
provided, however, that this indemnity agreement shall not apply to any loss,
-------- -------
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by
the Underwriters expressly for use therein.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act against any and all loss, liability, claim, damage and reasonable
expense described in the indemnity contained in subsection (a) of this
Section, as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement,
the Prospectus, or any amendments or supplements thereto in reliance upon and
in conformity with written information furnished to the Company by the
Underwriters expressly for use therein.
(c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify
an indemnifying party shall not relieve such indemnifying party from any
liability hereunder to the extent it is not materially prejudiced as a result
thereof and in any event shall not relieve it from any liability which it may
have otherwise than on account of this indemnity agreement. In the case of
parties indemnified pursuant to Section 6(a) above, counsel to the indemnified
parties shall be selected by the Underwriters, which counsel shall be
reasonably acceptable to the Company, and, in the case of parties indemnified
pursuant to Section 6(b) above, counsel to the indemnified parties shall be
selected by the Company. An indemnifying party may participate at its own
expense in the defense of any such action; provided, however, that counsel to
-------- -------
the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. In no event shall the
indemnifying parties be liable for fees and expenses of more than one counsel
(in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar
or related actions in the same jurisdiction arising out of the same general
allegations or circumstances.
13
<PAGE>
No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 6 or Section 7 hereof (whether or not the indemnified
parties are actual or potential parties thereto), unless such settlement,
compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.
(d) If at any time an indemnified party shall have requested in writing an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice in writing of the terms of such
settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request prior to the date of such settlement;
provided, however, if at any time an indemnified party shall have requested an
-------- -------
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, an indemnifying party shall not be liable for any settlement of the
nature contemplated by this Section 6(d) effected without its written consent
if (x) such indemnifying party reimburses such indemnified party in accordance
with such request to the extent it considers such request to be reasonable;
and (y) such indemnifying party provides written notice to the indemnified
party substantiating the unpaid balance as unreasonable, in each case prior to
the date of such settlement.
7. Contribution. If the indemnification provided for in Section 6 hereof
------------
is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters on the other hand from the offering of the Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and of the Underwriters on the
other hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.
The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company
and the total purchase discount received by the Underwriters, in each
14
<PAGE>
case as set forth in the Prospectus, bear to the aggregate initial offering
price of the Securities.
The relative fault of the Company on the one hand and the Underwriters on
the other hand shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.
Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities sold by it exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of any such untrue
or alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act shall have the same rights to contribution as the
Underwriter, and each director of the Company, each officer of the Company, and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act shall have the same
rights to contribution as the Company.
The Underwriters' respective obligations to contribute pursuant to this
Section 7 are several in proportion to the respective principal amounts of
Securities they have purchased hereunder, and not joint.
8. Termination.
-----------
(a) The Underwriters may terminate this Agreement, by notice to the
Company, at any time at or prior to Closing Date (i) if there has been, since
the time of execution of this Agreement or since the respective dates as of
which information is given in the Registration Statement and Prospectus,
except as otherwise stated therein, any material
15
<PAGE>
adverse change, or any development involving a prospective material adverse
change, in the condition, financial or otherwise, or in the earnings, business
or operations of the Company and its subsidiaries, taken as a whole, or (ii)
if there has occurred any material adverse change in the financial markets in
the United States or the international financial markets, any outbreak of
hostilities or escalation thereof or other calamity or crisis or any change or
development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which
is such as to make it in the judgment of the Underwriters, impracticable to
market the Securities or to enforce contracts for the sale of the Securities,
or (iii) if trading in any securities of the Company has been suspended or
materially limited by the Commission or the New York Stock Exchange, if
trading generally on the American Stock Exchange or the New York Stock
Exchange or in the Nasdaq National Market has been suspended or materially
limited, or minimum or maximum prices for trading have been fixed, or maximum
ranges for prices have been required, by any of said exchanges or by such
system or by order of the Commission, the National Association of Securities
Dealers, Inc. or any other governmental authority, or (iv) if a banking
moratorium has been declared by either Federal or New York authorities.
(b) If this Agreement is terminated pursuant to this Section or pursuant to
Section 9, such termination shall be without liability of any party to any
other party except as provided in Sections 5(f)(iv), 6, 7 and 9 hereof, and
provided further that Sections 1, 6 and 7 shall survive such termination and
remain in full force and effect, and provided further that in the event that,
for any reason other than Section 8(a)(ii), 8(a)(iii) (not including, however,
the first clause thereof, relating to suspension or limitation on trading in
securities of the Company), 8(a)(iv), and 9 the Securities are not delivered
by or on behalf of the Company as provided herein, the Company will reimburse
the Underwriters through you for all out-of-pocket expenses approved in
writing by you, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of the Securities.
9. Effectiveness; Defaulting Underwriters. This Agreement shall become
--------------------------------------
effective upon the execution and delivery hereof by the parties hereto.
16
<PAGE>
If, on the Closing Date, any one or more of the Underwriters shall fail or
refuse to purchase Securities that it has or they have agreed to purchase
hereunder on such date, and the aggregate number of Securities which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
is not more than one-tenth of the aggregate number of the Securities to be
purchased on such date, the other Underwriters shall be obligated severally in
the proportions that the number of Securities set forth opposite their
respective names in Schedule I bears to the number of Securities set forth
opposite the names of all such non-defaulting Underwriters, or in such other
proportions as you may specify, to purchase the Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such
date; provided that in no event shall the number of Securities that any
--------
Underwriter has agreed to purchase pursuant to this Agreement be increased
pursuant to this Section 9 by an amount in excess of one-ninth of such number of
Securities without the written consent of such Underwriter. If, on the Closing
Date, any Underwriter or Underwriters shall fail or refuse to purchase
Securities and the aggregate number of Securities with respect to which such
default occurs is more than one-tenth of the aggregate number of Securities to
be purchased on such date, and arrangements satisfactory to you and the Company
for the purchase of such Securities are not made within 36 hours after such
default this Agreement shall terminate without liability on the part of any non-
defaulting Underwriter or the Company. In any such case either you or the
Company shall have the right to postpone the Closing Date, but in no event for
longer than seven days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.
If this Agreement shall be terminated pursuant to Section 9 hereof, the
Company shall not then be under any liability to any Underwriter except as
provided in Sections 5(f), 6 and 7 hereof.
10. Counterparts. This Agreement may be signed in two or more counterparts,
------------
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
11. Applicable Law. This Agreement shall be governed by and construed in
--------------
accordance with the internal laws of the State of New York.
12. Headings. The headings of the sections of this Agreement have been
--------
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.
17
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between
the Underwriters and the Company in accordance with its terms.
Very truly yours,
THE TIMES MIRROR COMPANY
By: /s/ STEVEN J. SCHOCH
________________________________
Title: Vice President and Treasurer
CONFIRMED AND ACCEPTED,
as of the date first above written:
GOLDMAN, SACHS & CO.
CITICORP SECURITIES, INC.
MERRILL LYNCH & CO.
MORGAN STANLEY & CO. INCORPORATED
By: GOLDMAN SACHS & CO.
By /s/ GOLDMAN, SACHS & CO.
________________________________________
Goldman, Sachs & Co.
For themselves and as representatives of the other Underwriters named in
Schedule I hereto.
18
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Principal
Amount of
Name of Underwriter Securities
- ------------------- ------------
<S> <C>
Goldman, Sachs & Co.......................................... $ 62,500,000
Citicorp Securities, Inc..................................... 62,500,000
Merrill Lynch, Pierce,
Fenner & Smith Incorporated............................... 62,500,000
Morgan Stanley & Co. Incorporated............................ 62,500,000
------------
Total........................................................ $250,000,000
</TABLE>
19
<PAGE>
SCHEDULE II
Significant Subsidiaries of the Company
The Baltimore Sun Company
Newsday, Inc.
Jeppesen Sanderson, Inc.
Mosby-Year Book, Inc.
Matthew Bender & Company, Incorporated
The Hartford Courant Company
Jeppesen & Co., GmbH
The Morning Call, Inc.
Times Mirror Magazines, Inc.
Times Mirror Training, Inc.
20
<PAGE>
SCHEDULE III
THE TIMES MIRROR COMPANY
$250,000,000 6.61% DEBENTURES DUE SEPTEMBER 15, 2027
1. The initial public offering price of the Securities shall be 99.959% of
the principal amount thereof, plus accrued interest, if any, from the date of
issuance.
2. The purchase price to be paid by the Underwriters for the Securities
shall be 99.334% of the principal amount thereof.
3. The interest rate on the Securities shall be 6.61% per annum.
21
<PAGE>
EXHIBIT 4.2
OFFICERS' CERTIFICATE PURSUANT TO
SECTIONS 102 AND 301 OF THE INDENTURE
The undersigned officers of The Times Mirror Company, a Delaware
corporation (the "Company"), pursuant to the authority granted such officers
pursuant to resolutions adopted by the Board of Directors of the Company on
January 30, 1997, hereby establish a series of the Company's Securities (as
provided for in the Indenture (the "Indenture") dated as of March 19, 1996
between the Company and Citibank, N.A., as trustee (the "Trustee")), designated
as the "6.61% Debentures due September 15, 2027" and hereby certify, pursuant to
Sections 102 and 301 of the Indenture, as follows (capitalized terms used but
not defined herein shall have the meanings ascribed thereto in the Indenture):
1. Attached hereto as Annex A is a true and correct copy of a specimen
-------
Form of Debenture, representing the 6.61% Debentures due September 15, 2027 (the
"Securities"). The attached Form of Debenture sets forth certain terms required
to be set forth in this Officers' Certificate pursuant to Section 301 of the
Indenture, and said terms are incorporated herein by reference.
2. The limit upon the aggregate principal amount of the Securities that
may be authenticated and delivered under the Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Sections 304, 305, 306, 906 or
1107 of the Indenture and except for any Securities that, pursuant to Section
303 of the Indenture, are deemed never to have been authenticated and delivered
under the Indenture) is $250,000,000.
3. The principal of the Securities shall be payable on September 15, 2027,
subject to certain redemption and repayment provisions as set forth in the
attached Form of Debenture.
4. The Securities shall bear interest at a rate of 6.61% per annum.
Interest on the Securities will accrue from September 9, 1997. Interest on the
Securities shall be payable on the Interest Payment Dates of March 15 and
September 15 of each year, commencing March 15, 1998. The Regular Record Dates
for the Securities for the interest payable shall be the 15th day immediately
preceding each Interest Payment Date.
5. The issue price to the public for the Securities is 99.959% plus
accrued interest, if any, from September 9, 1997.
6. The Underwriters' commission/discount on the Securities (as a
percentage of the principal amount of the Securities) is 0.625%.
7. Pursuant to Section 301 of the Indenture, provision is hereby made that
both (x) defeasance of the Securities under Section 1402 of the Indenture and
(y) covenant defeasance of the Securities under Section 1403 of the Indenture,
be made applicable to the Securities.
8. The Securities will be issued only in fully registered form in
denominations of $1,000 and integral multiples thereof.
<PAGE>
9. (a) The Securities will be redeemable, in whole or in part, at the
option of the Company at any time after September 15, 2004 at a Redemption Price
equal to the greater of (i) 100% of the principal amount of such Securities to
be redeemed or (ii) as determined by an Independent Investment Banker, the sum
of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued
as of the Redemption Date) discounted to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate, plus, in each case, accrued interest thereon to the
Redemption Date.
(b) The following defined terms apply for purposes of this Officer's
Certificate and the Securities:
"Adjusted Treasury Rate" means, with respect to any Redemption Date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date, plus 0.10%.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities. "Independent Investment Banker" means one of
the Reference Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any Redemption Date, (A)
the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such Quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Treasury
Reference Dealer at 5:00 p.m. (New York City time) on the third Business Day
preceding such Redemption Date.
"Reference Treasury Dealer" means each of Goldman, Sachs & Co., Citicorp
Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan
Stanley & Co. Incorporated and their respective successors; provided, however,
that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the Company
shall substitute therefor another Primary Treasury Dealer.
10. The Securities shall be repayable on September 15, 2004, at the option
of the registered Holders of the Securities, at 100% of their principal amount,
together with accrued interest to September 15, 2004. No interest payment
(other than the payment of accrued interest in connection with the repayment
option as described in the immediately preceding sentence) with respect to that
portion of such Holders' Securities for which such repayment option is exercised
shall be made on the Interest Payment Date next succeeding the date on which
such Holders
2
<PAGE>
surrender such Securities and completed election forms as described herein. In
order for a Holder to exercise this option, the Company must receive at its
office or agency in New York, New York, during the period beginning on July 15,
2004 and ending at 5:00 p.m. (New York City time) on August 15, 2004 (or, if
August 15, 2004 is not a Business Day, the next succeeding Business Day), the
Securities with the form entitled "Option to Elect Repayment on September 15,
2004," on the reverse of the Securities duly completed. Any such notice received
by the Company during the period beginning on July 15, 2004 and ending at 5:00
p.m. (New York City time) on August 15, 2004 shall be irrevocable. The repayment
option may be exercised by a Holder of Securities for less than the entire
principal amount of the Securities held by such Holder, so long as the principal
amount that is to be repaid is equal to $1,000 or an integral multiple of
$1,000. All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of any Securities for repayment shall be determined by
the Company, whose determination shall be final and binding. The Company shall
not be obligated to redeem or purchase the Securities pursuant to a sinking or
purchase fund or analogous obligation.
11. The Depository Trust Company, New York, New York, will act as the
Depositary for the Securities. The Securities will be represented by one or
more Global Securities registered in the name of Cede & Co., the nominee of the
Depositary. Principal and interest payments on the Securities registered in the
name of the Depositary's nominee will be made in immediately available funds to
the Depositary's nominees as the registered owner of the Global Securities. The
Company and the Trustee will treat the persons in whose names the Securities are
registered as the owners of such Securities for the purpose of receiving payment
of principal and interest on such securities and for all other purposes
whatsoever. Securities represented by a Global Security will be exchangeable
for Securities in definitive form of like tenor as such Global Security in
denominations of $1,000 and in any greater amount that is an integral multiple
if the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or if at any time the Depositary
ceases to be a clearing agency registered under applicable law and a successor
depositary is not appointed by the Company within 90 days or the Company in its
discretion at any time determines not to require all of the Securities of such
series to be represented by a Global Security and notifies the Trustee thereof.
Any Securities that are exchangeable pursuant to the preceding sentence are
exchangeable for Securities issuable in authorized denominations and registered
in such names as the Depositary shall direct. Subject to the foregoing, a
Global Security is not exchangeable, except for a Global Security or Global
Securities of the same aggregate denominations to be registered in the name of
the Depositary or its nominee.
12. (a) The following defined terms apply for purposes of this Officers'
Certificate and the Securities:
"1995 Debentures" means the Company's 7 1/2% Debentures due July 1, 2023
and the Company's 7 1/4% Debentures due March 1, 2013, both issued under the
1995 Indenture.
"1995 Indenture" means the Indenture, dated January 30, 1995, by and
between the Company and The Bank of New York, as successor trustee, as amended,
supplemented or otherwise modified from time to time.
3
<PAGE>
"Principal Property" shall have the meaning set forth from time to time in
the 1995 Indenture. Under the 1995 Indenture as in effect on the date hereof,
the term "Principal Property" means "any manufacturing plant or facility located
within the United States of America (other than its territories or possessions)
and owned by the Company or any Subsidiary, except such plant or facility which,
in the opinion of the Board of Directors of the Company, is not of material
importance to the business conducted by the Company and its Subsidiaries, taken
as a whole."
"Restricted Subsidiary" shall have the meaning set forth from time to time
in the 1995 Indenture. Under the 1995 Indenture as in effect on the date
hereof, the term "Restricted Subsidiary" means "any Subsidiary which owns or
leases a Principal Property."
"Subsidiary" and "Voting Shares" shall have the meanings set forth from
time to time in the 1995 Indenture. Under the 1995 Indenture as in effect on
the date hereof, the term "Subsidiary" means "any corporation a majority of the
Voting Shares of which is at the time owned directly or indirectly by the
Company and its other Subsidiaries" and the term "Voting Shares" means
"outstanding shares of capital stock having voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power because of default in dividends or other default."
(b) The following covenant shall be applicable to the Securities, and any
default in the performance, or breach, thereof shall constitute an Event of
Default for the Securities under the Indenture:
Covenant to Secure Notes Equally. The Company will not, nor will it
permit any Subsidiary to, secure any of the 1995 Debentures by mortgage,
pledge, lien or other encumbrance (mortgages, pledges, liens and other
encumbrances being hereinafter called "mortgage" or "mortgages") upon any
Principal Property or on any shares of stock or indebtedness of any
Restricted Subsidiary (whether such Principal Property, shares of stock or
indebtedness is now owned or hereafter acquired) without in any such case
effectively providing, concurrently with such mortgage in favor of the 1995
Debentures, that the Securities (together with, if the Company shall so
determine, any other indebtedness of or guaranteed by the Company or such
Restricted Subsidiary ranking equally with the Securities then existing or
thereafter created) shall be secured equally and ratably with the 1995
Debentures, so long as any of the 1995 Debentures shall be so secured;
provided, that if the 1995 Debentures are no longer secured by such
Principal Property, shares of stock or indebtedness (whether as a result of
a repayment of the 1995 Debentures, voluntary release or otherwise), then,
upon delivery to the Trustee of an Officers' Certificate to that effect,
any mortgage on such Principal Property, shares of stock or indebtedness in
favor of the Securities shall be reconveyed, released and terminated. In
the event that the 1995 Debentures shall no longer be outstanding whether
by discharge, defeasance or otherwise, then, upon delivery to the Trustee
of an Officers' Certificate to that effect, this covenant shall immediately
cease to be applicable to the Securities (provided that if this covenant
requires the release of any mortgage securing the Securities, this covenant
shall remain in effect solely for the purpose of effecting such release).
4
<PAGE>
(c) An Event of Default (the "Additional Event of Default") shall exist
for the Securities under the Indenture if an Event of Default (as defined in the
1995 Indenture) has occurred and is continuing as a result of a breach of any
covenant set forth in Section 1006 or Section 1007 of the 1995 Indenture as such
covenants are in effect from time to time. Any such Event of Default under the
1995 Indenture which is waived by the requisite holders of the 1995 Debentures,
or which is otherwise cured, shall no longer be continuing for purposes of the
Securities and the Indenture. In the event that the 1995 Debentures shall no
longer be outstanding whether by discharge, defeasance or otherwise, or if
Section 1006 and Section 1007 are eliminated from the 1995 Indenture, then, upon
delivery to the Trustee of an Officers' Certificate to that effect, the
Additional Event of Default established by this Officers' Certificate for the
Securities under the Indenture shall thereupon be eliminated.
13. Each of the undersigned officers further states that he or she has
read the provisions of such Indenture setting forth the conditions precedent to
the issuance, authentication and delivery of the Securities and the definitions
relating thereto, the board resolutions authorizing the issuance of the
Securities and the Form of Debenture; that the statements made in this Officers'
Certificate are based upon the examination of the provisions of such Indenture,
the board resolutions, the Form of Debenture and the relevant books and records
of the Company; that he or she has, in his or her opinion, made such examination
or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not the conditions for the issuance, authentication and
delivery of the Securities have been complied with; and that, in his or her
opinion, such conditions have been complied with.
This Officers' Certificate shall constitute evidence of, and shall be,
action by the undersigned Vice President and Treasurer as one of the officers
designated in the above-referenced resolutions, determining and setting the
specific terms of the Securities as set forth herein and in the Form of
Debenture.
5
<PAGE>
The undersigned Senior Vice President and Chief Financial Officer, by
execution of this Officers' Certificate, hereby certifies the actions taken by
the undersigned Vice President and Treasurer in determining and setting the
specific terms of the Securities.
IN WITNESS WHEREOF, said officers have signed this certificate.
Dated: September 9, 1997
By: /s/ Steven J. Schoch By: /s/ Thomas Unterman
------------------------------- --------------------------------
Steven J. Schoch Thomas Unterman
Vice President and Treasurer Senior Vice President and
Chief Financial Officer
6
<PAGE>
ANNEX A
-------
THE TIMES MIRROR COMPANY
6.61% DEBENTURE DUE SEPTEMBER 15, 2027
CUSIP No. 887364 AF4
No. $_____________________________
[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN
THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE OFFICERS' CERTIFICATE
ESTABLISHING THE TERMS OF THIS SECURITY UNDER THE INDENTURE. EVERY
SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR
IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY
SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.]/1/
THE TIMES MIRROR COMPANY, a Delaware corporation (herein called the
"Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
____________________________,/2/ or registered assigns, the principal sum of
___________________________ Dollars ($_________) on September 15, 2027, and to
pay interest thereon from September 9, 1997 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on March 15 and September 15 in each year, commencing March 15, 1998, at the
rate of 6.61% per annum, until the principal hereof is paid or made available
for payment. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the 15th day (whether or not a Business Day)
immediately preceding such Interest Payment Date.
_____________________
/1/ Insert for Global Security.
/2/ Insert "CEDE & CO." for Global Security.
<PAGE>
Payment of the principal of (and premium, if any) and interest on this
Security will be made [in immediately available funds]/3/ at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan in
the City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts[; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register]/4/.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
_____________________
/3/ Insert for Global Security.
/4/ Remove for Global Security.
2
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: September 9, 1997
THE TIMES MIRROR COMPANY
By: _____________________________
Attest: _____________________________
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
CITIBANK, N.A., As Trustee
By: _____________________________
Authorized Signatory
3
<PAGE>
[Reverse]
---------
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March 19, 1996, and all indentures
supplemental thereto (the "Indenture"), between the Company and Citibank, N.A.,
as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture). Reference is hereby made to the Indenture and to
an Officers' Certificate delivered to the Trustee establishing the terms of the
Securities of this series under the Indenture for statements of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof, limited in aggregate principal
amount to $250,000,000.
The Securities of this series are subject to redemption upon not less
than 30 or more than 60 days' notice by mail, at any time after September 15,
2004, as a whole or in part, at the election of the Company, at a Redemption
Price equal to the greater of (i) 100% of the principal amount of such
Securities or (ii) as determined by an Independent Investment Banker, the sum of
the present values of the remaining scheduled payments of principal and interest
thereon (not including any portion of such payments of interest accrued as of
the Redemption Date) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus, in each case, accrued interest thereon to the Redemption
Date.
"Adjusted Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date, plus 0.10%.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities. "Independent Investment Banker" means one of
the Reference Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any Redemption
Date, (A) the Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Treasury Reference Dealer at 5:00 p.m. (New York City time) on the third
Business Day preceding such Redemption Date.
<PAGE>
"Reference Treasury Dealer" means each of Goldman, Sachs & Co.,
Citicorp Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Morgan Stanley & Co. Incorporated and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer.
Unless the Company defaults in the payment of the Redemption Price, on
and after the Redemption Date, interest will cease to accrue on the Securities
or portions thereof called for redemption. Interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Regular Record Dates referred to on the face
hereof, all as provided in the Indenture.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
Subject to and upon compliance with the provisions set forth herein,
each Holder shall have the right, at such Holder's option, to require the
Company to repay, and if such right is exercised the Company shall repay, all or
any part of such Holder's Securities on September 15, 2004 (the "Repayment
Date") at a price (the "Repayment Price") equal to 100% of the principal amount
thereof, together with accrued interest to September 15, 2004. No interest
payment (other than the payment of accrued interest in connection with the
Repayment Price, as described in the immediately preceding sentence) with
respect to that portion of such Holder's Securities for which such repayment
option is exercised shall be made on the Interest Payment Date next succeeding
the date on which such Holder surrenders such Securities and the completed
election form as described herein.
To exercise such right, the Holder of this Security shall surrender
this Security at the office or agency of the Company in New York, New York
during the period beginning on July 15, 2004 and ending at 5:00 p.m. (New York
City time) on August 15, 2004 (or, if August 15, 2004 is not a Business Day, the
next succeeding Business Day), with the form entitled "Option to Elect Repayment
on September 15, 2004" on the reverse hereof duly completed. Any such notice
received by the Company during the period beginning on July 15, 2004 and ending
at 5:00 p.m. (New York City time) on August 15, 2004 (or, if August 15, 2004 is
not a Business Day, the next succeeding Business Day) shall be irrevocable. The
repayment option may be exercised by any Holder for less than the entire
principal amount of this Security, provided that the principal amount with
respect to which such right is exercised must be equal to $1,000 or an integral
multiple of $1,000. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of this Security for repayment shall
be determined by the Company, whose determination shall be final and binding.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
2
<PAGE>
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, places and rates, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Trustee in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his or
her attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
3
<PAGE>
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture contains provisions for defeasance at any time of (i)
the entire indebtedness of the Securities of this series and (ii) certain
restrictive covenants and certain Events of Default applicable to the Securities
of this series, in each case upon compliance by the Company with certain
conditions set forth in the Indenture.
Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities of this series and has directed the Trustee to use
CUSIP numbers in notices of redemption as a convenience to Holders. No
representations is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption, and reliance may be
placed only on the other identification numbers placed thereon.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4
<PAGE>
OPTION TO ELECT REPAYMENT ON SEPTEMBER 15, 2004
(To be executed by the registered Holder if such
Holder desires to exercise the repayment option)
The undersigned registered Holder of this Security hereby irrevocably
exercises the option to require the Company to repay this Security or portion
thereof (which is $1,000 or an integral multiple thereof) below designated on
September 15, 2004, in accordance with the terms of such Security, and directs
that payment be made to the registered Holder hereof unless a different name has
been indicated below.
Dated: _____________, 2004
Signature of Holder: Signature (s) must be guaranteed if
payment is to be made other than to
and in the name of the registered Holder.
_______________________________ _______________________________
Signature Guarantee
Portion of Security to be repaid
(in integral multiples of $1,000) if other
than the full principal amount thereof:
_______________________________
Fill in for payment of Repayment Price
if to be made otherwise than to the
registered Holder:
Name: (please print)
_______________________________
Address (including zip code): (please print)
_______________________________
_______________________________
SOCIAL SECURITY OR TAXPAYER
IDENTIFICATION NUMBER:
_______________________________
5
<PAGE>
ASSIGNMENT
(To be executed by the registered Holder
if such Holder desires to transfer this Security)
FOR VALUE RECEIVED ___________________________ hereby sells, assigns and
transfers unto _____________________________________________________ this
Security, together with all right, title and interest herein, and does hereby
irrevocably constitute and appoint ____________________________ Attorney to
transfer this Security on the Security Register, with full power of
substitution.
PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFYING NUMBER OF TRANSFEREE: _______________________
PLEASE PRINT NAME AND ADDRESS OF TRANSFEREE:
_____________________________________
_____________________________________
_____________________________________
_____________________________________
Dated:
Signature of Holder: __________________ Signature Guaranteed:___________________
NOTICE: The signature to the foregoing Assignment must correspond to the name
as written upon the face of this Security in every particular, without
alteration or any change whatsoever.
6
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]
September 9, 1997
(213) 229-7000 C 91007-03994
The Times Mirror Company
Times Mirror Square
Los Angeles, California 90053
Re: Issuance and Sale of up to $250,000,000 Principal Amount of 6.61%
Debentures due September 15, 2027
-----------------------------------------------------------------
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"), of $250,000,000 principal amount
of 6.61% Debentures due September 15, 2027 of the Company (the "Debentures").
The Debentures are being issued pursuant to an Indenture dated as of March 19,
1996 between the Company and Citibank, N.A., as Trustee (the "Indenture").
We are familiar with the corporate action taken by the Company in
connection with the authorization, issuance and sale of the Debentures 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 the
qualifications and limitations set forth below, we are of the opinion that (a)
the Debentures, upon the issuance thereof and timely payment in full therefor in
the manner described in the Registration Statement on Form S-3 (File No. 333-
23915) of the Company (the "Registration Statement"), the Prospectus dated July
8, 1997 and the Prospectus Supplement dated September 4, 1997 describing the
terms of the Debentures as issued, will be validly issued, fully paid and
nonassessable and (b) the Debentures so issued will be legally binding
obligations of the Company, entitled to the benefits provided under the
Indenture pursuant to which they are issued.
<PAGE>
The Times Mirror Company
September 9, 1997
Page 2
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 Debentures and the Indenture 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
Debentures or the Indenture 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 Debentures or the Indenture 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 Debentures or the Indenture; or (b) the
provisions of the Debentures 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.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K. 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
PFZ/LI/MP
<PAGE>
EXHIBIT 12
Page 1 of 2
THE TIMES MIRROR COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
AND PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS, EXCEPT RATIO)
<TABLE>
<CAPTION>
HISTORICAL
----------------------------------------------------------------------------------
Six
Months
Year Ended December 31 Ended
-------------------------------------------------------------------- June 30,
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 $ 20,342
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 8,870
Amortization of debt expense... 600 995 339 411 529 448
-------- -------- -------- --------- -------- --------
Total fixed charges.......... $104,814 $109,058 $ 92,597 $ 52,543 $ 47,212 $ 29,660
======== ======== ======== ========= ======== ========
Earnings (loss)
Income (loss) from
continuing operations
before income taxes........... $ (7,102) $109,785 $257,899 $(455,013) $403,989 $193,151
Fixed charges, less
capitalized interest and
interest related to ESOP(a)... 96,738 106,056 90,079 52,058 47,212 29,660
Amortization of capitalized
interest...................... 5,963 4,222 4,229 4,475 4,102 2,005
Distributed income from
less than
50% owned unconsolidated
affiliates.................... 214 281 292 352 191 222
Subtract: Equity loss
(income) from
less than 50% owned
unconsolidated affiliates..... 2,025 1,067 1,158 (615) 14 3,377
-------- -------- -------- --------- -------- --------
Total earnings (loss)........ $ 97,838 $221,411 $353,657 $(398,743) $455,508 $228,415
======== ======== ======== ========= ======== ========
Ratio of earnings to fixed
charges........................ (b) 2.0x 3.8x (c) 9.6x 7.7x
<CAPTION>
PRO FORMA (d)
--------------------
Year Six
Ended Months
Decem- Ended
ber 31, June 30,
1996 1997
--------- --------
<S> <C> <C>
Fixed charges
Interest expense............... $ 58,132 $ 35,884
Interest related to ESOP(a)....
Capitalized interest...........
Portion of rents deemed to
be interest................... 19,636 8,870
Amortization of debt expense... 584 476
-------- --------
Total fixed charges.......... $ 78,352 $ 45,230
======== ========
Earnings (loss)
Income (loss) from
continuing operations
before income taxes........... $375,890 $179,102
Fixed charges, less
capitalized interest and
interest related to ESOP(a)... 78,352 45,230
Amortization of capitalized
interest...................... 4,102 2,005
Distributed income from
less than
50% owned unconsolidated
affiliates.................... 191 222
Subtract: Equity loss
(income) from
less than 50% owned
unconsolidated affiliates..... 14 3,377
-------- --------
Total earnings (loss)........ $458,549 $229,936
======== ========
Ratio of earnings to fixed
charges........................ 5.9x 5.1x
</TABLE>
(a) The Company guaranteed repayment of debt of the Company's Employee Stock
Ownership Plan (ESOP) 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.
(d) On August 8, 1997, the Company closed a transaction (the "Transaction")
involving agreements with its largest stockholders, Chandler Trust No. 1
and Chandler Trust No. 2 (the "Chandler Trusts"). The Transaction
consisted of two components: (a) the formation of a new limited liability
company by the Company and the Chandler Trusts (the "LLC") and (b) the
merger of Chandis Securities Company, a holding company owned by Chandler
Trust No. 2 and affiliated minority investors, with and into a subsidiary
of the Company (the "Merger"). For additional information regarding the
Transaction, see the Company's Current Report on Form 8-K filed on
August 11, 1997. The pro forma ratio of earnings to fixed charges was
computed by adjusting the historical amounts for (i) interest expense and
amortization of debt expense relating to the Debentures and (ii) interest
expense and equity income resulting from the Transaction, assuming that
both (i) and (ii) had occurred on January 1, 1996.
<PAGE>
EXHIBIT 12
PAGE 2 0F 2
THE TIMES MIRROR COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
AND PRO FORMA RATIO OF EARNINGS TO
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(IN THOUSANDS, EXCEPT RATIO)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA (b)
----------------------------------- ------------------------
Year Ended Six Months Year Six Months
December 31 Ended Ended Ended
---------------------- June 30, December 31, June 30,
1995 1996 1997 1996 1997
-------- ------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Fixed charges
Interest expense....................... $ 29,467 $ 27,047 $ 20,342 $ 58,132 $ 35,884
Capitalized interest................... 485
Portion of rents deemed to be interest. 22,180 19,636 8,870 19,636 8,870
Amortization of debt expense........... 411 529 448 584 476
--------- -------- -------- -------- --------
Total fixed charges.................. 52,543 47,212 29,660 78,352 45,230
Preferred stock dividend requirements... 74,581 85,578 33,305 63,527 23,539
--------- -------- -------- -------- --------
Fixed charges and preferred stock
dividends........................... $ 127,124 $132,790 $ 62,965 $141,879 $ 68,769
========= ======== ======== ======== ========
Earnings (loss)
Income (loss) from continuing
operations before income taxes........ $(455,013) $403,989 $193,151 $375,890 $179,102
Fixed charges, less capitalized 52,058 47,212 29,660 78,352 45,230
interest..............................
Amortization of capitalized interest... 4,475 4,102 2,005 4,102 2,005
Distributed income from less than 50%
owned unconsolidated affiliates....... 352 191 222 191 222
Subtract: Equity loss (income) from
less than 50% owned unconsolidated
affiliates............................ (615) 14 3,377 14 3,377
--------- -------- -------- -------- --------
Total earnings (loss)................ $(398,743) $455,508 $228,415 $458,549 $229,936
========= ======== ======== ======== ========
Ratio of earnings to fixed charges and (a) 3.4x 3.6x 3.2x 3.3x
preferred stock dividends..............
</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.
(b) The pro forma ratio of earnings to fixed charges and preferred stock
dividends was computed by adjusting the historical amounts for (i) interest
expense and amortization of debt expense relating to the Debentures, (ii)
interest expense and equity income resulting from the Transaction, (iii)
preferred stock dividends for the Company's Preferred Stock, Series C-1 and
the Company's Preferred Stock, Series C-2 issued in connection with the
Merger assuming that such issuance had resulted in $313 million of
preferred stock with an annual dividend rate of 5.8% and (iv) elimination
of preferred stock dividends for all of the Company's Series A Preferred
Stock acquired in the Merger and 80% of the Company's Series A Preferred
Stock owned by the LLC reflected as treasury stock, assuming that the above
(i) through (iv) had occurred on January 1, 1996.
