UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
THE TIMES MIRROR COMPANY
-------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
-------------------------------
(Title of Class of Securities)
887364107
----------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
-----------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 1997
-----------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_].** (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
Continued on following page(s)
Page 1 of 16 Pages
Exhibit Index: Page 13
- ------------------------
* Initial filing with respect to Soros Fund Management LLC, Duquesne
Capital Management LLC and Mr. Stanley F. Druckenmiller.
** A filing fee is not being paid with this statement pursuant to SEC
Release No. 33-7331 whereby the filing fee has been eliminated for
Schedule 13D.
<PAGE>
Page 2 of 16 Pages
SCHEDULE 13D
CUSIP No. 887364107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 5,347,500
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 5,347,500
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,347,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
7.46%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 16 Pages
SCHEDULE 13D
CUSIP No. 887364107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 524,400
Shares
Beneficially 8 Shared Voting Power
Owned By 5,347,500
Each
Reporting 9 Sole Dispositive Power
Person 524,400
With
10 Shared Dispositive Power
5,347,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,871,900
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
8.19%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 16 Pages
SCHEDULE 13D
CUSIP No. 887364107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stanley F. Druckenmiller (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 918,700
Shares
Beneficially 8 Shared Voting Power
Owned By 5,347,500
Each
Reporting 9 Sole Dispositive Power
Person 918,700
With
10 Shared Dispositive Power
5,347,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,266,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
8.74%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 16 Pages
SCHEDULE 13D
CUSIP No. 887364107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Duquesne Capital Management, L.L.C.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Pennsylvania
7 Sole Voting Power
Number of 918,700
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 918,700
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
918,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
1.28%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 16 Pages
This Amendment No. 1 to Schedule 13D relates to shares of Common
Stock, $0.01 par value per share (the "Shares"), of The Times Mirror Company
(the "Issuer"). This Amendment No. 1 supplementally amends the initial statement
on Schedule 13D dated December 20, 1995 (the "Initial Statement") filed by one
of the Reporting Persons (as defined herein). This Amendment No. 1 is being
filed by the Reporting Persons to report the transfer of the investment advisory
contract between Soros Fund Management ("SFM") and Quantum Fund N.V., a
Netherlands Antilles company ("Quantum Fund"), whose principal operating
subsidiary is Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners"), pursuant to which SFM was granted investment
discretion over portfolio investments, including the Shares, held for the
account of Quantum Partners. The investment advisory contract has been
transferred from SFM to Soros Fund Management LLC ("SFM LLC"), a newly formed
Delaware limited liability company. Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Initial Statement. The
Initial Statement is supplementally amended as follows.
Item 2. Identity and Background.
This statement is being filed by SFM LLC, Mr. George Soros ("Mr.
Soros"), Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller") and Duquesne Capital
Management, L.L.C., a Pennsylvania limited liability company ("Duquesne LLC,"
and together with SFM LLC, Mr. Soros and Mr. Druckenmiller, the "Reporting
Persons"). This statement relates to Shares held for the accounts of Quantum
Partners, Lupa Family Partners, a New York limited partnership ("Lupa"), and the
Duquesne LLC Clients (as defined herein).
Effective as of January 1, 1997, SFM, a sole proprietorship of
which Mr. Soros is the sole proprietor, transferred its investment advisory
contract with Quantum Fund to SFM LLC as part of a restructuring of the business
of SFM, which will now be conducted through SFM LLC. SFM LLC has its principal
office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its
principal business is to serve, pursuant to contract, as the principal
investment manager to several foreign investment companies (the "SFM Clients"),
including Quantum Fund and Quantum Partners. Each of Quantum Fund and Quantum
Partners has its principal office at Kaya Flamboyan 9, Willemstad, Curacao,
Netherlands Antilles. SFM LLC's contracts with SFM Clients generally provide
that SFM LLC is responsible for designing and implementing the SFM Clients'
overall investment strategies; for conducting direct portfolio management
strategies to the extent that SFM LLC determines that it is appropriate to
utilize its own portfolio management capabilities; for selecting, evaluating and
monitoring other investment advisors who manage separate portfolios on behalf of
SFM Clients; and for allocating and reallocating the SFM Clients' assets among
the outside managers and itself.
The business of SFM LLC is managed through a Management Committee
(the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr.
Gary Gladstein. Mr. Soros, as Chairman of SFM LLC, has the ability to direct the
investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the securities held for the accounts of the SFM Clients. Mr.
Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct
the investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the securities held for the accounts of the SFM Clients. Set
forth in Annex A hereto and incorporated by reference in response to this Item 2
and elsewhere in this Schedule 13D as applicable is a list of the Managing
Directors of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen,
is his direction of the activities of SFM LLC, which is carried out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.
<PAGE>
Page 7 of 16 Pages
Lupa is primarily engaged in securities investment. In his
capacity as one of two general partners of Lupa, Mr. Soros exercises voting and
dispositive power with respect to securities held for the account of Lupa. The
other general partner of Lupa is Mr. Paul Soros, Mr. Soros' brother, who does
not normally exercise voting or dispositive power over the investments held for
the account of Lupa. Paul Soros is a United States citizen who is the founder
and former president of Soros Associates, an international engineering firm.
Paul Soros has his principal office at 888 Seventh Avenue, 32nd Floor, New York,
New York 10106.
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a member of the
Management Committee of SFM LLC which is carried out at SFM's principal office.
Mr. Druckenmiller also owns a 75% interest in, and is the sole managing member
of, Duquesne LLC, an investment advisory firm. Duquesne LLC has its principal
offices at 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591.
Its principal business is to serve, pursuant to contract, as a discretionary
investment advisor to a limited number of institutional clients (the "Duquesne
LLC Clients").
Pursuant to regulations promulgated under Section 13(d) of the
Act, SFM LLC, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr.
Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each may be
deemed a beneficial owner of securities, including the Shares, held for the
account of Quantum Partners as a result of the contractual authority of SFM LLC
to exercise voting and dispositive power with respect to such securities. Mr.
Soros, by reason of his position as a general partner of Lupa, and the fact that
Paul Soros, the other general partner of Lupa, does not normally exercise voting
and dispositive power over the investments held for the account of Lupa, Mr.
Soros may be deemed the beneficial owner of securities, including the Shares,
held for the account of Lupa.
Pursuant to regulations promulgated under Section 13(d) of the
Act, each of Duquesne LLC and Mr. Druckenmiller, by virtue of his interest in,
and position as sole managing member of, Duquesne LLC, may be deemed a
beneficial owner of securities, including the Shares, held for the account of
Duquesne LLC as a result of the contractual authority of Duquesne LLC to
exercise voting and dispositive power with respect to such securities.
During the past five years, none of the Reporting Persons,
Quantum Fund, Quantum Partners, Lupa, and, to the best of the Reporting Persons'
knowledge, any other person identified in response to this Item 2 has been (a)
convicted in a criminal proceeding, or (b) a party to any civil proceeding as a
result of which he has been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
The securities held for the accounts of Quantum Partners, other
SFM Clients, Lupa and/or the Duquesne LLC Clients may be held through margin
accounts maintained with brokers, which extend margin credit as and when
required to open or carry positions in its margin accounts, subject to
applicable federal margin regulations, stock exchange rules and such firm's
credit policies. The positions which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
<PAGE>
Page 8 of 16 Pages
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the accounts of Quantum Partners, the Duquesne LLC Clients
and/or Lupa were acquired or disposed of for investment purposes. Neither
Quantum Partners, Lupa, the Reporting Persons nor, to the best of their
knowledge, any of the other individuals identified in response to Item 2, has
any plans or proposals that relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Mr. Soros, Mr. Druckenmiller and SFM LLC reserve the right to
acquire, or cause to be acquired, additional securities of the Issuer, to
dispose of, or cause to be disposed, such securities at any time or to formulate
other purposes, plans or proposals regarding the Issuer or any of its
securities, to the extent deemed advisable in light of general investment and
trading policies of the SFM Clients, market conditions or other factors.
Mr. Soros reserves the right to acquire, or cause to be acquired,
additional securities of the Issuer, to dispose of, or cause to be disposed,
such securities at any time or to formulate other purposes, plans or proposals
regarding the Issuer or any of its securities, to the extent deemed advisable in
light of general investment and trading policies of Lupa, market conditions or
other factors.
Mr. Druckenmiller and Duquesne LLC reserve the right to acquire,
or cause to be acquired, additional securities of the Issuer, to dispose of, or
cause to be disposed, such securities at any time or to formulate other
purposes, plans or proposals regarding the Issuer or any of its securities, to
the extent deemed advisable in light of general investment and trading policies
of the Duquesne LLC Clients, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) SFM LLC may be deemed the beneficial owner of the 5,347,500
Shares held for the account of Quantum Partners (approximately 7.46% of the
total number of Shares outstanding).
(ii) Mr. Soros may be deemed the beneficial owner of 5,871,900
Shares (approximately 8.19% of the total number of Shares outstanding). This
number consists of (A) 524,400 Shares held for the account of Lupa and (B)
5,347,500 Shares held for the account of Quantum Partners.
(iii) Mr. Druckenmiller may be deemed the beneficial owner of
6,266,200 Shares (approximately 8.74% of the total number of Shares
outstanding). This number consists of (A) 5,347,500 Shares held for the account
of Quantum Partners and (B) 918,700 Shares held for the accounts of the Duquesne
LLC Clients.
(iv) Duquesne LLC may be deemed the beneficial owner of the
918,700 Shares held for the accounts of the Duquesne LLC Clients (approximately
1.28% of the total number of Shares outstanding).
(b) (i) Pursuant to the terms of the contract between Quantum Fund and
SFM LLC, SFM LLC may be deemed to have sole power to direct the voting and
disposition of the 5,347,500 Shares held for the account of Quantum Partners.
<PAGE>
Page 9 of 16 Pages
(ii) Pursuant to the terms of the contract between Quantum Fund
and SFM LLC and as a result of the position held by Mr. Soros with SFM LLC,
Mr.Soros may be deemed to have shared power to direct the voting and disposition
of the 5,347,500 Shares held for the account of Quantum Partners.
By virtue of his position as a general partner of Lupa and the
fact that Paul Soros, the other general partner of Lupa, does not normally
exercise voting and dispositive power over the investments held for the account
of Lupa, Mr. Soros may be deemed to have sole power to direct the voting and
disposition of the 524,400 Shares held for the account of Lupa.
(iii) Pursuant to the terms of the contract between Quantum Fund
and SFM LLC and as a result of the position held by Mr. Druckenmiller with SFM
LLC, Mr. Druckenmiller may be deemed to have shared power to direct the voting
and disposition of the 5,347,500 Shares held for the account of Quantum
Partners.
As a result of the position held by Mr. Druckenmiller with
Duquesne LLC, Mr. Druckenmiller may be deemed to have the sole power to direct
the voting and disposition of the 918,700 Shares held for the accounts of the
Duquesne LLC Clients.
(c) Except as disclosed in Item 2 hereof, which is incorporated by
reference in this Item 5, there have been no transactions effected with respect
to the Shares since November 2, 1996 (60 days prior to the date hereof) by
Quantum Partners, Lupa, the Duquesne LLC Clients or by any of the Reporting
Persons.
(d) (i) The shareholders of Quantum Partners, including Quantum Fund,
have the right to participate in the receipt of dividends from, or proceeds from
the sale of, securities, including the Shares, held for the account of Quantum
Partners in accordance with their ownership interests in Quantum Partners.
(ii) The partners of Lupa have the right to participate in the
receipt of dividends from, or proceeds from the sale of, securities, including
the Shares, held for the account of Lupa in accordance with their partnership
interests in Lupa.
(iii) The Duquesne LLC Clients have the right to participate in
the receipt of dividends from, or proceeds from the sale of, securities,
including the Shares, held for their accounts.
(e) Not applicable.
SFM LLC expressly disclaims beneficial ownership of any Shares
not held for the accounts of the SFM Clients. Mr. Soros expressly disclaims
beneficial ownership of any Shares not held for the accounts of the SFM Clients
and Lupa. Mr. Druckenmiller expressly disclaims beneficial ownership of any
Shares not held for the accounts of the SFM Clients and the Duquesne LLC
Clients. Duquesne LLC expressly disclaims beneficial ownership of any shares not
held for the accounts of the Duquesne LLC Clients.
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time, each of the Reporting Persons, Lupa, Quantum
Partners, other SFM Clients and/or Duquesne LLC Clients may lend portfolio
securities to brokers, banks or other financial institutions. These loans
typically obligate the borrower to return the securities, or an equal amount of
securities of the same class, to the lender and typically provide that the
<PAGE>
Page 10 of 16 Pages
borrower is entitled to exercise voting rights and to retain dividends during
the term of the loan. From time to time to the extent permitted by applicable
law, each of such persons or entities may borrow securities, including the
Shares, for the purpose of effecting, and may effect, short sale transactions,
and may purchase securities for the purpose of closing out short positions in
such securities.
Except as set forth herein, the Reporting Persons, Lupa, Quantum
Partners and other SFM Clients do not have any contracts, arrangements,
understandings or relationships with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
C. Joint Filing Agreement dated January 1, 1997 by and among SFM
LLC, Mr. Soros, Mr. Druckenmiller and Duquesne LLC.
<PAGE>
Page 11 of 16 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: January 1, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
----------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
----------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
----------------------------
Sean C. Warren
Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ MICHAEL A. SHAY
-----------------------------
Michael A. Shay
Vice President
<PAGE>
Page 12 of 16 Pages
ANNEX A
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
<PAGE>
Page 13 of 16 Pages
EXHIBIT INDEX
Page No.
---------
A. Power of Attorney dated as of January 1, 1997 granted by
Mr. George Soros in favor of Mr. Sean C. Warren and Mr.
Michael C. Neus........................................ 14
B. Power of Attorney dated as of January 1, 1997 granted by
Mr. Stanley F. Druckenmiller in favor of Mr. Sean C.
Warren and Mr. Michael C. Neus.......................... 15
C. Joint Filing Agreement dated January 1, 1997 by and among
Soros Fund Management LLC, Mr. George Soros, Mr. Stanley
F. Druckenmiller and Duquesne Capital Management, L.L.C... 16
Page 14 of 16 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ George Soros
------------------------------
GEORGE SOROS
Page 15 of 16 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
---------------------------------
STANLEY F. DRUCKENMILLER
Page 16 of 16 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of The Times Mirror Company dated January 1,
1997 is, and any amendments thereto signed by each of the undersigned shall be,
filed on behalf of each of us pursuant to and in accordance with the provisions
of Rule 13d-1(f) under the Securities Exchange Act of 1934.
Date: January 1, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By:
-----------------------------
Michael A. Shay
Vice President
