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As filed with the Securities and Exchange Commission on August 4, 1997
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE TIMES MIRROR COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-4481525
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
TIMES MIRROR SQUARE, 90053
LOS ANGELES, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
THE TIMES MIRROR COMPANY
1997 DIRECTORS STOCK OPTION PLAN
(Full Title of the Plan)
THOMAS UNTERMAN
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
THE TIMES MIRROR COMPANY
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
(Name and Address of Agent for Service)
(213) 237-3700
(Telephone Number, Including Area Code, of Agent for Service)
----------
Copies to:
WILLIAM A. NIESE, ESQ. PETER F. ZIEGLER, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL GIBSON, DUNN & CRUTCHER LLP
THE TIMES MIRROR COMPANY 333 SOUTH GRAND AVENUE
TIMES MIRROR SQUARE LOS ANGELES, CALIFORNIA 90071
LOS ANGELES, CALIFORNIA 90053 (213) 229-7000
(213) 237-3700
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------ ----------------------- ------------------------ ------------------------ --------------------
PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE PRICE REGISTRATION FEE
- ------------------------------ ----------------------- ------------------------ ------------------------ --------------------
<S> <C> <C> <C> <C>
Series A Common Stock, $1.00
par value per share 500,000 $ 54.50 $ 27,250,000 $ 8,257.58 (2)
- ------------------------------ ----------------------- ------------------------ ------------------------ --------------------
</TABLE>
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) on the basis of the average high and low prices
of the Series A Common Stock of The Times Mirror Company, as reported on
the New York Stock Exchange on July 29, 1997.
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PART I
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to
Note to Item 1 of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to
Note to Item 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant heretofore filed
with the Securities and Exchange Commission (the "Commission") are hereby
incorporated in this Registration Statement by reference:
(1) the Registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b)
of the Securities Act of 1933, as amended (the "Securities Act"), that
contains audited financial statements for the Registrant's latest
fiscal year for which such statements have been filed;
(2) all other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the document referred to in (1) above; and
(3) the description of the Series A Common Stock set forth under the
caption "Description of Registrant's Securities to be Registered" in
the Registrant's Registration Statement on Form 8-A dated November 21,
1994, as amended on December 8, 1994, together with any amendment or
report filed with the Commission for the purpose of updating such
description.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such reports and documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of
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this Registration Statement to the extent that a statement contained herein, or
in any other subsequently filed document that also is incorporated or deemed to
be incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Subject to the foregoing, all information appearing in this Registration
Statement is qualified in its entirety by the information appearing in the
documents incorporated by reference.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Series A Common
Stock offered pursuant to the Prospectus related hereto will be passed on for
the Registrant by Gibson, Dunn & Crutcher LLP, Los Angeles, California. William
Stinehart, Jr., a partner in the law firm of Gibson, Dunn & Crutcher LLP, has
been a director of the Registrant since 1991, and serves as a member of the
Finance and Audit Committees of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he or she is a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as director, officer,
employee or agent of another corporation or entity. Depending on the character
of the proceeding, a corporation may indemnify against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding if the
person identified acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interest of the corporation and,
with respect to any criminal action or proceeding, had no cause to believe his
or her conduct was unlawful. In the case of an action by or in the right of the
corporation, no indemnification may be made in respect to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that a Court of Chancery or the court
in which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section 145
further provides that to the extent that a director or officer of a corporation
has been successful in the defense of any action, suit or proceeding referred to
above or in the defense of any claim, issue or matter herein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.
The Restated Certificate of Incorporation and By-laws of the
Registrant provide, in effect, that, to the fullest extent permitted by Delaware
General Corporation Law, the Registrant has the power to indemnify any person
who was or is a party or is threatened to be
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made a party to any action, suit or proceeding of the type described above by
reason of the fact that he or she is or was a director, officer, employee or
agent of the Registrant.
The Registrant's Restated Certificate of Incorporation
relieves its directors from monetary damages to the Registrant or its
stockholders for breach of such director's fiduciary duty as a director to the
full extent permitted by the Delaware General Corporation Law. Under Section
102(a)(7) of the Delaware General Corporation Law, a corporation may limit or
eliminate the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
except (i) for a breach of the duty of loyalty, (ii) for failure to act in good
faith, (iii) for intentional misconduct or knowing violation of law, (iv) for
willful or negligent violations of certain provisions in the Delaware General
Corporation Law imposing certain requirements with respect to stock purchases,
redemptions and dividends or (v) for any transaction from which the director
derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in
Exhibit 5).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
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securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on this 31st
day of July, 1997.
THE TIMES MIRROR COMPANY
By: /s/ Mark H. Willes
--------------------------------
MARK H. WILLES
Chairman of the Board,
President and Chief Executive Officer
Each person whose signature appears below constitutes and
appoints Mark H. Willes, Thomas Unterman and Kathleen G. McGuinness, and each of
them, as his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the acquirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
their capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Mark H. Willes Chairman of the Board, July 31, 1997
- ------------------------------------------------ Director, President and
MARK H. WILLES Chief Executive Officer
(Principal Executive Officer)
/s/ Thomas Unterman Senior Vice President and July 31, 1997
- ------------------------------------------------ Chief Financial Officer
THOMAS UNTERMAN (Principal Financial and Accounting
Officer)
/s/ Richard T. Schlosberg III Executive Vice President July 31, 1997
- ------------------------------------------------ and Director
RICHARD T. SCHLOSBERG III
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ C. Michael Armstrong Director July 31, 1997
- ------------------------------------------------
C. MICHAEL ARMSTRONG
/s/ Gwendolyn Garland Babcock Director July 31, 1997
- ------------------------------------------------
GWENDOLYN GARLAND BABCOCK
/s/ Donald R. Beall Director July 31, 1997
- ------------------------------------------------
DONALD R. BEALL
/s/ John E. Bryson Director July 31, 1997
- ------------------------------------------------
JOHN E. BRYSON
/s/ Bruce Chandler Director July 31, 1997
- ------------------------------------------------
BRUCE CHANDLER
/s/ Otis Chandler Director July 31, 1997
- ------------------------------------------------
OTIS CHANDLER
/s/ Robert F. Erburu Director July 31, 1997
- ------------------------------------------------
ROBERT F. ERBURU
/s/ Clayton W. Frye, Jr. Director July 31, 1997
- ------------------------------------------------
CLAYTON W. FRYE, JR.
/s/ David Laventhol Director July 31, 1997
- ------------------------------------------------
DAVID LAVENTHOL
/s/ Dr. Alfred E. Osborne, Jr. Director July 31, 1997
- ------------------------------------------------
DR. ALFRED E. OSBORNE, JR.
/s/ Joan A. Payden Director July 31, 1997
- ------------------------------------------------
JOAN A. PAYDEN
/s/ William Stinehart, Jr. Director July 31, 1997
- ------------------------------------------------
WILLIAM STINEHART, JR.
/s/ Harold M. Williams Director July 31, 1997
- ------------------------------------------------
HAROLD M. WILLIAMS
/s/ Warren B. Williamson Director July 31, 1997
- ------------------------------------------------
WARREN B. WILLIAMSON
/s/ Dr. Edward Zapanta Director July 31, 1997
- ------------------------------------------------
DR. EDWARD ZAPANTA
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Sequentially Numbered Page
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<S> <C> <C>
5 Opinion of Gibson, Dunn & Crutcher LLP ___
23.1 Consent of Ernst & Young LLP, Independent Auditors ___
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in N/A
Exhibit 5)
</TABLE>
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[GDC Letterhead]
August 4, 1997
C 91007-03894
The Times Mirror Company
Times Mirror Square
Los Angeles, California 90053
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to an aggregate of 500,000 shares of Common Stock,
par value $1.00 per share, of The Times Mirror Company, a Delaware corporation
(the "Company"), which are the subject of a registration statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"). The 500,000 shares of Common Stock (the "Shares") subject to the
Registration Statement are to be issued under The Times Mirror Company 1997
Directors Stock Option Plan (the "Plan").
We have examined the original, or a photostatic or certified
copy, of such records of the Company, certificates of officers of the Company
and of public officials and such other documents as we have determined relevant
and necessary as the basis for the opinion set forth below. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon our examination mentioned above, we are of the
opinion that the Shares have been validly authorized for issuance and, when
issued and sold in accordance with the terms set forth in the Registration
Statement and the Plan, and, when (a) the Registration Statement has become
effective under the Act, (b) the pertinent provisions of any applicable state
securities law have been complied with, and (c) in the case of options issued
under the Plan, the Shares have been paid for, the Shares so issued will be
legally issued and will be fully paid and nonassessable.
<PAGE> 2
The Times Mirror Company
August 4, 1997
Page 2
We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm appearing on the cover
of the Registration Statement. In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of
the Act or the General Rules and Regulations of the Commission.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
<PAGE> 1
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 pertaining to The Times Mirror Company 1997
Directors Stock Option Plan of our report dated February 5, 1997, with respect
to the consolidated financial statements and schedule of The Times Mirror
Company included in its Annual Report (Form 10-K) for the year ended December
31, 1996, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Los Angeles, California
July 30, 1997
