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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 3, 1997
THE TIMES MIRROR COMPANY
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
Delaware 1-13492 95-4481525
(State or Other (Commission File Number) (IRS Employer Identification
Jurisdiction of 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) (the "Registration
Statement"), 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.
The Company has entered into an Indenture dated as of March 19, 1996
between the Company and Citibank, N.A., as trustee (the "Trustee"), pursuant to
which the Company intends to issue debt securities registered pursuant to the
Registration Statement.
In order provide for the eligibility of the Trustee under the Trust
Indenture Act of 1939, the Trustee has executed a Statement of Eligibility (a
copy of such Statement of Eligibility and the exhibit thereto is attached
hereto as Exhibit 25).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed with this report on Form 8-K:
Exhibit No. Description
- ----------- -----------
25 Statement of Eligibility of Trustee on Form T-1.
2
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SIGNATURES
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 3, 1997 By: /s/Thomas Unterman
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Thomas Unterman
Senior Vice President and Chief
Financial Officer
3
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
25 Statement of Eligibility of Trustee on Form T-1.
4
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Registration No. 333-23915
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) X
-
________________________
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. employer
identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
_______________________
THE TIMES MIRROR COMPANY
(Exact name of obligor as specified in its charter)
Delaware 95-4481525
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Times Mirror Square
Los Angeles, California 90053
(Address of principal executive offices) (Zip Code)
_________________________
Debt Securities
(Title of the indenture securities)
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Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
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<CAPTION>
Name Address
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<S> <C>
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
33 Liberty Street
New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
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(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to commence
business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate
trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to
Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
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Exhibit 6 - The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement
No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of
June 30, 1997 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
__________________
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 2nd day of
September, 1997.
CITIBANK, N.A.
By /s/Carol Ng
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Carol Ng
Vice President
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Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
CITIBANK, N.A.
of New York in the State of New York, at the close of business on June 30, 1997,
published in response to call made by Comptroller of the Currency, under Title
12, United States Code, Section 161. Charter Number 1461 Comptroller of the
Currency Northeastern District.
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ASSETS
Thousands
of dollars
<S> <C>
Cash and balances due from de-
pository institutions:
Noninterest-bearing balances
and currency and coin ........... $ 7,129,000
Interest-bearing balances ............... 14,089,000
Held-to-maturity securities ............. 0
Available-for-sale securities ........... 32,578,000
Federal funds sold and
securities purchased under
agreements to resell ............ 10,072,000
Loans and lease financing receiv-
ables:
Loans and Leases, net of un-
earned income .....$ 150,867,000
LESS: Allowance for loan
and lease losses ..... 4,253,000
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Loans and leases, net of un-
earned income, allowance,
and reserve ..................... 146,614,000
Trading assets .......................... 27,966,000
Premises and fixed assets (includ-
ing capitalized leases) ......... 3,576,000
Other real estate owned ................. 670,000
Investments in unconsolidated
subsidiaries and associated com-
panies .......................... 1,284,000
Customers' liability to this bank
on acceptances outstanding ...... 2,146,000
Intangible assets ....................... 180,000
Other assets ............................ 8,193,000
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TOTAL ASSETS ............................ $ 254,497,000
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LIABILITIES
Deposits:
In domestic offices ............. $ 36,303,000
Noninterest-
bearing ............. $12,930,000
Interest-
bearing .............. 23,373,000
In foreign offices, Edge and
Agreement subsidiaries, and
IBFs ............................ 142,390,000
Noninterest-
bearing ............ 11,307,000
Interest-
bearing ............ 131,083,000
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Federal funds purchased and
securities sold under agree-
ments to repurchase ............. 7,627,000
Trading liabilities ..................... 22,259,000
Other borrowed money (includes
mortgage indebtedness and
obligations under capitalized
leases):
With a remaining maturity of one
year or less .................... 8,826,000
With a remaining maturity of more
than one year through
three years ..................... 2,250,000
With a remaining maturity of more
than three years ................ 1,656,000
Bank's liability on acceptances ex-
ecuted and outstanding .......... 2,183,000
Subordinated notes and
debentures .............................. 5,200,000
Other liabilities ....................... 8,663,000
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TOTAL LIABILITIES ....................... $ 237,357,000
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EQUITY CAPITAL
Perpetual preferred stock
and related surplus ............. 0
Common stock ............................ $ 751,000
Surplus ................................. 7,340,000
Undivided profits and capital re-
serves .......................... 8,949,000
Net unrealized holding gains (losses)
on available-for-sale
securities ...................... 743,000
Cumulative foreign currency
translation adjustments ......... (643,000)
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TOTAL EQUITY CAPITAL .................... $ 17,140,000
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TOTAL LIABILITIES, LIMITED-
LIFE PREFERRED STOCK, AND
EQUITY CAPITAL .................. $ 254,497,000
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I, Roger W. Trupin, Controller of the above-
named bank do hereby declare that this
Report of Condition is true and correct to the
best of my knowledge and belief.
ROGER W. TRUPIN
CONTROLLER
We, the undersigned directors, attest to
the correctness of this Report of Condition.
We declare that it has been examined by us,
and to the best of our knowledge and belief
has been prepared in conformance with the
instructions and is true and correct.
PAUL J. COLLINS
JOHN S. REED
WILLIAM R. RHODES
DIRECTORS
