<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 1997
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
THE TIMES MIRROR COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 95-4481525
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES OF REG-
ISTRANT) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (213) 237-3700
---------------
E. THOMAS UNTERMAN
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
THE TIMES MIRROR COMPANY
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
(213) 237-3700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE OF PROCESS)
COPY TO:
WILLIAM A. NIESE
VICE PRESIDENT AND GENERAL COUNSEL
THE TIMES MIRROR COMPANY
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
(213) 237-3700
---------------
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act Registration Statement number of the earlier
effective registration statement from the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
(The Facing Page is continued on the following page)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A Common Stock........... 2,263,788 $51.1875 $115,877,648 $35,115
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low prices
reported on the consolidated reporting system for August 27, 1997.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED AUGUST 29, 1997
PROSPECTUS
THE TIMES MIRROR COMPANY
SERIES A COMMON STOCK
-----------
This Prospectus relates to 2,263,788 shares of Series A Common Stock, par
value $1.00 per share ("Series A Common Stock") of The Times Mirror Company, a
Delaware corporation (the "Company" or "Times Mirror") which may be offered for
sale from time to time by the stockholders listed in the table of Selling
Stockholders contained herein (the "Selling Stockholders"). The Company will
not receive any proceeds from the sale of the Series A Common Stock offered
hereby.
The Series A Common Stock is traded on the New York Stock Exchange (the
"NYSE") and the Pacific Exchange. On August 28, 1997, the last reported sale
price of the Series A Common Stock was $50 3/4 per share.
The shares of Series A Common Stock may be offered for sale and sold by the
Selling Stockholders from time to time in varying amounts at prices and on
terms to be determined at the time of sale. To the extent required, the name(s)
of the Selling Stockholder(s), the number of shares of Series A Common Stock to
be sold, the purchase price, the public offering price, if applicable, the name
of any agent or broker-dealer, and any applicable commissions, discounts or
other items constituting compensation thereto with respect to a particular
offering will be set forth in a supplement or supplements to this Prospectus
(each, a "Prospectus Supplement"). See "Plan of Distribution."
Selling Stockholders and any broker-dealers or agents that participate with
them in the distribution of any of the shares of Series A Common Stock may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any discount or commission received by
them and any profit on the resale of the shares of Series A Common Stock
purchased by them may be deemed to be underwriting discounts or commissions
under the Securities Act.
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY UNDERWRITER OR ANY
OF THEIR RESPECTIVE AFFILIATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED
HEREBY BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH
PERSON TO MAKE SUCH AN OFFERING OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT
THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-----------
The date of this Prospectus is August , 1997
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (together with all amendments and
exhibits thereto, the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Series A Common
Stock offered hereby. This Prospectus, which constitutes part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the Rules and Regulations of the Commission. For further information with
respect to the Company, reference is made to the Registration Statement.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and other
information filed by the Company with the Commission can be inspected and
copied at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
and at its regional offices located at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can be
obtained from the public reference section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Electronic filings
made by the Company through the Commission's Electronic Data Gathering,
Analysis and Retrieval System are publicly available through the Commission's
world wide web site (http://www.sec.gov). Series A Common Stock of the Company
is listed on the New York Stock Exchange (the "NYSE") and the Pacific Stock
Exchange, and reports, proxy and information statements and other information
concerning the Company can be inspected at such exchanges. On April 2, 1997,
the Company redeemed all of its issued and outstanding Conversion Preferred
Stock, Series B, par value $1.00 per share ("Series B Preferred Stock"), and
the Company has requested that the Series B Preferred Stock be delisted from
the NYSE.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
(File No. 1-13492) pursuant to the Exchange Act are incorporated by reference
and shall be deemed a part hereof:
(a) Times Mirror's Annual Report on Form 10-K for the year ended December
31, 1996 (the "1996 10-K");
(b) Times Mirror's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997;
(c) Times Mirror's Current Report on Form 8-K dated April 17, 1997 and
Current Report on Form 8-K filed August 11, 1997; and
(d) The descriptions of the Company's Series A Common Stock set forth
under the caption "Description of Registrant's Securities to be Registered"
in Times Mirror's Registration Statements on Form 8-A dated November 21,
1994 and December 22, 1994, respectively, together with any amendment or
report filed with the Commission for the purpose of updating such
descriptions.
All other reports filed by Times Mirror pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the securities hereby are incorporated
herein by reference and shall be deemed a part hereof when filed. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus or the Registration Statement of which it is a part to the
extent that a statement contained herein, or in any other subsequently filed
document that also is incorporated or deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus or the Registration Statement of which it
is a part. Subject to the foregoing, all information appearing in this
Prospectus or the Registration Statement of which it is a part is qualified in
its entirety by the information appearing in the documents incorporated by
reference.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WITH RESPECT TO THE
COMPANY THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS
ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO
WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST TO CORPORATE
SECRETARY, THE TIMES MIRROR COMPANY, TIMES MIRROR SQUARE, LOS ANGELES,
CALIFORNIA 90053, TELEPHONE (213) 237-3700.
2
<PAGE>
THE COMPANY
Times Mirror is engaged principally in the newspaper publishing,
professional information and magazine publishing businesses. Times Mirror
publishes the Los Angeles Times, Newsday, The Baltimore Sun, The Hartford
Courant, The Morning Call, The (Stamford) Advocate, Greenwich Time and several
smaller newspapers. Through its subsidiaries, the Company also provides
professional information to the legal, aviation and health science and
consumer health markets, publishes books, journals and magazines and also
provides training information and services. Times Mirror was incorporated in
the State of Delaware in June 1994 for the purpose of owning and operating
these businesses after a reorganization of Times Mirror's predecessor which
was completed in February 1995. Times Mirror's predecessor was incorporated in
1884 in the State of California and was reincorporated in the State of
Delaware in 1986. All references herein to the Company and Times Mirror shall
include Times Mirror's predecessor, Times Mirror's subsidiaries and Times
Mirror, collectively, unless the context suggests otherwise.
Times Mirror's principal executive offices are located at Times Mirror
Square, Los Angeles, California 90053 and its telephone number is (213) 237-
3700.
USE OF PROCEEDS
The Company will receive no proceeds from any sales of shares of Series A
Common Stock made from time to time hereunder. The Company has agreed to bear
certain expenses in connection with the registration of the Series A Common
Stock being offered and sold by the Selling Stockholders.
3
<PAGE>
PRICE RANGE OF SERIES A COMMON STOCK AND DIVIDEND POLICY
The Company's Series A Common Stock is traded principally on the NYSE and is
also listed on the Pacific Stock Exchange. The ranges for the closing prices
of the Company's Series A Common Stock and the quarterly cash dividend
declared and paid on all Common Stock in 1995, 1996 and 1997 are listed below.
<TABLE>
<CAPTION>
SERIES A
COMMON STOCK
PRICE CASH DIVIDEND
---------------- --------------
HIGH LOW DECLARED PAID
------- -------- -------- ----
<S> <C> <C> <C> <C>
1995
First Quarter(1)........................... $33 1/2 $17 1/4 $.06 $.27(2)
Second Quarter............................. 24 3/4 17 5/8 .06 .06
Third Quarter.............................. 32 5/8 23 1/4 .06 .06
Fourth Quarter............................. 35 1/4 28 .06 .06
1996
First Quarter.............................. $40 1/8 $30 5/8 $.10 $.06
Second Quarter............................. 46 36 3/4 .10 .10
Third Quarter.............................. 45 1/4 39 1/2 - (3) .10
Fourth Quarter............................. 56 43 1/2 .10 .10
1997
First Quarter.............................. $59 $46 1/2 $.10 $.10
Second Quarter............................. 58 7/8 52 7/8 .15 .15
Third Quarter (through August 28, 1997).... 49 3/8 58 7/16 .15 (4)
</TABLE>
- --------
(1) On February 1, 1995, the Times Mirror common shareholders received
distributions having a value at that date of $10.45 per Times Mirror
common share. The trading prices indicated for the first month of 1995
have not been adjusted to reflect these distributions.
(2) Reflects the higher dividend policy of the Board of Directors in effect
prior to February 1, 1995.
(3) During 1996, the Company began declaring and paying Common Stock dividends
in the same quarter; previously, dividends were declared in the quarter
prior to payment. As a result, in the third quarter of 1996, no dividends
were declared in order to change to the new procedure.
(4) On July 10, 1997, the Board of Directors declared a quarterly cash
dividend of 15 cents per share, payable on September 10, 1997 to
shareholders of record on August 19, 1997.
On October 10, 1994 as part of the settlement of certain shareholders'
litigation, the Company agreed to pay an annual dividend to Series A and
Series C common stockholders of no less than 24 cents per share, beginning in
June 1995 and continuing for a period of three years, subject to the fiduciary
duties of its Board of Directors. Thereafter, the payment of dividends on
Common Stock will depend on future earnings, capital requirements, financial
condition and other factors.
The amounts and dates of quarterly dividends as may be declared by the
Company will necessarily be dependent upon the Company's future earnings, its
financial requirements, applicable laws and governmental regulations, capital
requirements and other factors that the Board of Directors of the Company
deems relevant. The Board of Directors regularly reviews the Company's
dividend policy.
4
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue: (i) 500,000,000 shares of Series A
Common Stock ("Series A Common Stock"), of which 63,903,643 shares were issued
and outstanding at August 14, 1997; (ii) 100,000,000 shares of Series B Common
Stock, par value $1.00 per share ("Series B Common Stock"), none of which is
outstanding; (iii) 300,000,000 shares of Series C Common Stock, par value
$1.00 per share ("Series C Common Stock"), of which 25,877,991 shares were
issued and outstanding at August 14, 1997; and (iv) 33,000,000 shares of
Preferred Stock, of which (a) 900,000 shares are designated Preferred Stock,
Series A, par value $1.00 per share ("Series A Preferred Stock"), of which
88,519 were issued and outstanding at August 14, 1997, (b) 8,438,822 shares
are designated Series B Preferred Stock, par value $1.00 per share ("Series B
Preferred Stock"), none of which were issued and outstanding at August 14,
1997, (c) 380,972 shares are designated as Preferred Stock, Series C-1, par
value $1.00 per share ("Series C-1 Preferred Stock"), all of which were issued
and outstanding at August 14, 1997, and (d) 245,100 shares are designated as
Preferred Stock, Series C-2, par value $1.00 per share ("Series C-2 Preferred
Stock"), all of which were issued and outstanding at August 14, 1997. The
Series C-1 Preferred Stock and Series C-2 Preferred Stock were first issued by
the Company on August 8, 1997. The outstanding shares at August 14, 1997
exclude 735,049 shares of Series A Preferred Stock and 22,238,931 shares of
Series A Common Stock which are reported as treasury stock for financial
reporting purposes.
COMMON STOCK
General
The following description of the Series A Common Stock, Series B Common
Stock and Series C Common Stock is summarized from, and qualified in its
entirety by reference to, the Amended and Restated Certificate of
Incorporation of the Company (the "Restated Certificate"), filed as an exhibit
to the Registration Statement of which this Prospectus is a part. The Series A
Common Stock is listed on the NYSE and the Pacific Stock Exchange.
Rights to Designate Series B Common Stock
Pursuant to the Restated Certificate, the Board of Directors of the Company
is entitled to designate certain rights, powers and preferences of a class of
Series B Common Stock in addition to the outstanding Series A Common Stock and
the Series C Common Stock, as discussed below. First, the Board may determine
the exact number of votes per share of Series B Common Stock at not less than
one-tenth ( 1/10) nor more than one (1). Second, the Board may also make other
changes in the rights, powers and preferences of the Series B Common Stock,
provided that in no such case may the rights, powers and preferences of any
such series be greater than those described herein. Subject to the foregoing,
it is anticipated that Series B Common Stock, if authorized by the Board of
Directors, will be identical in all respects to the Series A Common Stock
currently outstanding, except with respect to voting. Specifically, it is
anticipated that each share of Series B Common Stock will be entitled to one-
tenth ( 1/10) of a vote rather than one vote per share.
The description herein of the rights, powers and preferences of the Series B
Common Stock is subject to the discretionary authority of the Board as
described above. The Board presently has no intention of issuing any shares of
Series B Common Stock or of utilizing such authority to vary the terms of the
Series B Common Stock from those described herein unless it determines that
such change is necessary in light of legal developments or in order to comply
with, or establish an exemption from, any applicable law, regulation or rule
of any governmental authority, national securities exchange or national market
system.
5
<PAGE>
Voting
Except as set forth below, all actions submitted to a vote of the Company's
stockholders will be voted on by holders of Series A Common Stock, Series B
Common Stock, Series C Common Stock and Series B Preferred Stock voting
together as a single class. The affirmative vote of the holders of a majority
of the outstanding shares of Series A Common Stock, Series B Common Stock
and/or Series C Common Stock, voting separately as a class, is required (i) to
approve any amendment to the Restated Certificate that would alter or change
the powers, preferences or special rights of such series so as to affect it
adversely and (ii) to approve such other matters as may require class votes
under the General Corporation Law of the State of Delaware. The Series A
Common Stock is entitled to 1 vote per share, and the Series C Common Stock is
entitled to 10 votes per share.
Dividends and Other Distributions (including Distributions upon Liquidation
or Sale of the Company)
Unless otherwise determined by the Board in the resolutions providing for
the issuance of Series B Common Stock, each share of Series A Common Stock,
Series B Common Stock and Series C Common Stock is equal in respect of
dividends and other distributions in cash, stock or property (including
distributions upon liquidation of the Company and consideration to be received
upon a merger or consolidation of the Company or a sale of all or
substantially all of the Company's assets), except that in the case of
dividends or other distributions payable on the Series A Common Stock, Series
B Common Stock or Series C Common Stock in shares of such stock, including
distributions pursuant to stock splits or dividends, only Series A Common
Stock is to be distributed with respect to Series A Common Stock; only Series
B Common Stock is to be distributed with respect to Series B Common Stock; and
only Series C Common Stock is to be distributed with respect to Series C
Common Stock. In no event will either Series A Common Stock, Series B Common
Stock or Series C Common Stock be split, divided or combined unless each other
class is proportionately split, divided or combined.
Termination and Conversion of Series B and/or Series C Common Stock
Either or both the Series B Common Stock and Series C Common Stock will
automatically be converted into Series A Common Stock on a share-for-share
basis (i) at any time the Board and the holders of a majority of the
outstanding shares of the series approve the conversion of all of such series
into Series A Common Stock, (ii) if, as a result of the existence of the
series, the Series A Common Stock becomes excluded from trading on the NYSE,
the American Stock Exchange and all other national securities exchanges and is
also excluded from quotation on NASDAQ or any other national quotation system
then in use, (iii) if the Board, in its sole discretion, elects to effect a
conversion of such series in connection with its approval of any sale or lease
of all or any substantial part of the Company's assets or any merger,
consolidation, liquidation or dissolution of the Company, or (iv) if the
Board, in its sole discretion, elects to effect a conversion of such series
after a determination that there has been a material adverse change in the
liquidity, marketability or market value of the outstanding Series A Common
Stock, considered in the aggregate (a) due to the exclusion of the Series A
Common Stock from trading on a national securities exchange or the exclusion
of the Series A Common Stock from quotation on NASDAQ, or such other national
quotation system then in use, or (b) due to requirements of federal or state
law, in any such case, as a result of the existence of such series. To the
extent that the Board has discretion, the decision whether or not to exercise
its authority to effect a conversion of Series B Common Stock or Series C
Common Stock would be made in light of all the existing facts and
circumstances affecting the interests of the Company and its stockholders,
including the effect such conversion could have on the Company's vulnerability
to an unsolicited hostile takeover attempt and any of the other factors
referred to herein.
In the event of any such termination of Series B Common Stock or Series C
Common Stock, certificates formerly representing outstanding shares of that
series shall thereafter be deemed to represent a like number of shares of
Series A Common Stock. If both Series B Common Stock and Series C Common Stock
are terminated, all outstanding shares of Series A Common Stock shall again be
denominated Common Stock and all certificates representing outstanding shares
of Series A Common Stock shall thereafter be deemed to represent a like number
of shares of Common Stock.
6
<PAGE>
Preemptive Rights
None of the Series A Common Stock, the Series B Common Stock or the Series C
Common Stock carries any preemptive right enabling a holder to subscribe for
or receive shares of stock of the Company of any class or any other securities
convertible into shares of stock of the Company. The Board will continue to
possess the power to issue shares of authorized but unissued Series A Common
Stock, Series B Common Stock, Series C Common Stock and Preferred Stock
without further stockholder action.
PREFERRED STOCK
The Restated Certificate provides that the Board of Directors is authorized
to provide for the issuance of shares of Preferred Stock, from time to time,
in one or more series and to fix any voting powers, full or limited or none,
and the descriptions, preferences and relative, participating, optional or
other special rights, applicable to the shares to be included in any such
series and any qualifications, limitations or restrictions thereon. On
April 2, 1997, the Company redeemed all of its issued and outstanding Series B
Preferred Stock, and no shares of Series B Preferred Stock are outstanding at
the date hereof.
The following description of the Series A Preferred Stock, Series C-1
Preferred Stock and Series C-2 Preferred Stock is summarized from, and is
qualified in its entirety by reference to, the Restated Certificate, the
Certificate of Designation of the Series A Preferred Stock (the "Series A
Certificate of Designation"), the Certificate of Designation of the Series C-1
Preferred Stock (the "Series C-1 Certificate of Designation") and the
Certificate of Designation of the Series C-2 Preferred Stock ("the Series C-2
Certificate of Designation").
Ranking
The Series A Preferred Stock, Series C-1 Preferred Stock and Series C-2
Preferred Stock rank prior to the Common Stock, and to all other classes and
series of equity securities of the Company hereafter issued, other than any
class or series of equity securities of the Company expressly designated as
being on a parity with (the "Parity Stock") or senior to (the "Senior Stock")
the Series A Preferred Stock, Series C-1 Preferred Stock or Series C-2
Preferred Stock, with respect to dividend rights and rights on liquidation,
winding up or dissolution of the Company. The Common Stock and such other
classes or series of equity securities of the Company not expressly designated
as being on a parity with or senior to the Series A Preferred Stock, Series C-
1 Preferred Stock and Series C-2 Preferred Stock are referred to hereinafter
as "Junior Stock." The rights of holders of shares of Series A Preferred
Stock, Series C-1 Preferred Stock and Series C-2 Preferred Stock are
subordinate to the rights of the Company's general creditors. The Series A
Preferred Stock, Series C-1 Preferred Stock and Series C-2 Preferred Stock are
subject to creation of Senior Stock, Parity Stock and Junior Stock to the
extent not expressly prohibited by the Restated Certificate and the Series A
Certificate of Designation, the Series C-1 Certificate of Designation or the
Series C-2 Certificate of Designation.
Dividend Rights
Holders of Series A Preferred Stock are entitled to receive, when, as and if
declared by the Board of Directors of the Company out of funds legally
available therefor, cumulative cash dividends at an annual rate of 8%.
Dividends on the Series A Preferred Stock are payable quarterly following each
quarterly dividend period (a "Dividend Period") on March 10, June 10,
September 10 and December 10 of each year. Commencing October 1, 1997, holders
of Series C-1 Preferred Stock and Series C-2 Preferred Stock are entitled to
receive, when, as and if declared by the Board of Directors of the Company out
of funds legally available therefor, cumulative cash dividends at an annual
rate of 5.8%, which rate may increase commencing in 2001 to a maximum of 8.4%
(based on the percentage increases, if any, in the dividends paid by the
Company on its Common Stock). The dividends on the Series C-1 Preferred Stock
and Series C-2 Preferred Stock for the initial Dividend Period ending
September 30, 1997 will be $5.1 million. Dividends on the Series C-1 Preferred
Stock and Series C-2 Preferred Stock are payable for each Dividend Period on
March 10, June 10, September 10 and December 10 in each year with respect to
the Dividend Period ending on the last day of such month, commencing
September 10, 1997.
7
<PAGE>
No dividends (other than in Common Stock or other Junior Stock) shall be
declared or paid or set apart for payment on any Parity Stock or Junior Stock
for any Dividend Period unless full dividends on the Series A Preferred Stock,
Series C-1 Preferred Stock and Series C-2 Preferred Stock for the prior
Dividend Period shall have been paid or declared and set aside.
The Company shall not declare or pay any dividend or other distribution
(other than in Common Stock or other Junior Stock) with respect to any Junior
Stock or Parity Stock, including Common Stock, or redeem or set apart funds
for the purchase or redemption of any Junior Stock or Parity Stock through a
sinking fund or otherwise, or purchase any shares of its Common Stock, unless
and until the Company shall have declared and paid (or set apart) full cash
dividends on the Series A Preferred Stock, Series C-1 Preferred Stock and
Series C-2 Preferred Stock for the most recent Dividend Period.
No dividend shall be paid or set aside for holders of the Series A Preferred
Stock, Series C-1 Preferred Stock and Series C-2 Preferred Stock for any
Dividend Period unless full dividends have been paid or set aside for the
holders of each class or series of Senior Stock. Therefore, the Company's
ability to pay dividends on the Series A Preferred Stock, Series C-1 Preferred
Stock and Series C-2 Preferred Stock may be subject to prior and superior
rights of holders of another class or series of equity securities of the
Company. The Company does not currently have outstanding any class or series
of Senior Stock.
Liquidation Preference
Holders of shares of Series A Preferred Stock, Series C-1 Preferred Stock
and Series C-2 Preferred Stock then outstanding are entitled to receive a
liquidation preference of $500 per share, plus an amount per share equal to
any dividends accrued but unpaid, without interest, in the event of any
liquidation, dissolution or winding up of the Company whether voluntary or
involuntary, out of or to the extent of the net assets of the Company legally
available for such distribution, before any distributions are made with
respect to any Common Stock or any other Junior Stock. If the net liquidation
proceeds then available for distribution are insufficient to pay the
liquidation preference of the Series A Preferred Stock, Series C-1 Preferred
Stock, Series C-2 Preferred Stock and any Parity Stock in full, such proceeds
will be distributed on a pro rata basis to the Series A Preferred Stock,
Series C-1 Preferred Stock, Series C-2 Preferred Stock and Parity Stock.
Following payment in full of such liquidation preferences, the Series A
Preferred Stock, Series C-1 Preferred Stock and Series C-2 Preferred Stock
will not share in any additional net liquidation proceeds.
Voting Rights of Preferred Stock
The holders of shares of Series A Preferred Stock, Series C-1 Preferred
Stock and Series C-2 Preferred Stock are not entitled to any voting rights,
except as required by applicable law and as summarized below.
So long as any shares of the Series A Preferred Stock, Series C-1 Preferred
Stock and Series C-2 Preferred Stock are outstanding, Times Mirror will not,
without the consent of the holders of at least two-thirds of the outstanding
shares of the Series A Preferred Stock, Series C-1 Preferred Stock and Series
C-2 Preferred Stock voting separately as a class together with holders of
shares of any Parity Stock upon which like voting rights have been conferred
and are exercisable (the "Voting Parity Stock"), (i) authorize, create or
issue, or increase the authorized or issued amount of, any class or series of
capital stock that would restrict the obligation of Times Mirror to pay
dividends or perform any of its other obligations to the holders of the Series
A Preferred Stock, Series C-1 Preferred Stock and Series C-2 Preferred Stock;
or (ii) subject to certain exceptions, authorize, enter into or permit to
exist any covenant or agreement that would restrict the obligation of Times
Mirror to pay dividends or perform any of its other obligations to the holders
of the Series A Preferred Stock, Series C-1 Preferred Stock and Series C-2
Preferred Stock. See "--Ranking" and "--Dividends Rights" above.
So long as any shares of the Series A Preferred Stock, Series C-1 Preferred
Stock and Series C-2 Preferred Stock are outstanding, the holders of such
Preferred Stock have the right, voting separately as a class together with
holders of shares of any Voting Parity Stock, to vote on (i) the liquidation
or dissolution of Times Mirror; (ii) any proposal to authorize, create or
issue, or increase the authorized or issued amount of, any class or series
8
<PAGE>
of capital stock ranking pari passu with, or prior to, the shares of the
Series A Preferred Stock, Series C-1 Preferred Stock and Series C-2 Preferred
Stock in powers, rights or preferences upon the liquidation, dissolution or
winding up of the affairs of Times Mirror or as to dividends; and (iii) any
proposal to amend by merger, amendment or otherwise (or otherwise alter or
repeal) the Certificate of Incorporation if such amendment, alteration or
repeal would increase or decrease the aggregate number of authorized shares of
Series A Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred
Stock or any Voting Parity Stock so as to affect them adversely. An amendment
that increases the number of authorized shares of any class or series of
Preferred Stock or authorizes the creation or issuance of other classes or
series of Preferred Stock, in each case ranking junior to the Series A
Preferred Stock, Series C-1 Preferred Stock and Series C-2 Preferred Stock
with respect to the payment of dividends and distribution of assets upon
liquidation, dissolution or winding up shall not be considered to be such an
adverse change.
At any time that dividends in an amount equal to dividend payments for six
Dividend Periods have accrued and remain unpaid, holders of Series A Preferred
Stock, Series C-1 Preferred Stock and Series C-2 Preferred Stock will have the
right, voting separately as a class, to elect two directors to the Board of
Directors of Times Mirror (in addition to the then authorized number of
directors) at the next annual, or at a special, meeting of stockholders. Upon
payment of all dividend arrearages, holders of Series A Preferred Stock,
Series C-1 Preferred Stock and Series C-2 Preferred Stock will be divested of
such voting rights until any future time when dividends in an amount equal to
dividend payments for six Dividend Periods have accrued and remained unpaid.
The terms of the special directors will thereupon terminate and the authorized
number of directors will be reduced by two.
Optional Conversion
The Series A Preferred Stock, Series C-1 Preferred Stock and Series C-2
Preferred Stock may be converted into Series A Common Stock by Times Mirror or
by the holders thereof after the latest to occur of (i) the date on which the
assets of either Chandler Trust No. 1 or Chandler Trust No. 2 are distributed
to the beneficiaries thereof or (ii) February 1, 2025 (such later date being
the "Redeemability Date") at a conversion price measured by the average market
value of Series A Common Stock during the 20 trading days prior to the notice
of election to convert the Series A Preferred Stock, Series C-1 Preferred
Stock or Series C-2 Preferred Stock, as the case may be. Notwithstanding the
foregoing, the number of shares of Series A Common Stock into which the
Series C-2 Preferred Stock can be converted is limited, as described in the
Series C-2 Preferred Stock Certificate of Designation. It is not possible to
identify the date on which the assets of Chandler Trust No. 1 or Chandler
Trust No. 2 may be distributed to their respective beneficiaries as the assets
of those trusts are to be distributed upon the death of the last of a list of
specified persons. In lieu of such conversion into the Series A Common Stock,
each of Chandler Trust No. 1 and Chandler Trust No. 2 may be entitled to elect
to exchange shares of Series A Preferred Stock for shares of Series A Common
Stock and Series C Common Stock, in the same proportion as its relative
ownership of Series A Common Stock and Series C Common Stock immediately prior
to such redemption; provided, however, that if the total votes represented by
all shares of Common Stock owned by such holder immediately after such
exchange (expressed as a percentage of the total voting power of Times Mirror
outstanding immediately after such exchange) exceed the greater of (i) the
total votes represented by all Common Stock of Times Mirror's predecessor
("Old Times Mirror Common Stock") owned by such holder as of June 5, 1994
(expressed as a percentage of the total voting power of Times Mirror's
predecessor outstanding as of June 5, 1994) and (ii) the total votes
represented by all Common Stock owned by such holder immediately prior to such
exchange (expressed as a percentage of the total voting power of Times Mirror
outstanding immediately prior to such exchange), then, with respect to all
such excess votes, such holder has agreed that, to the extent any of such
excess votes are voted, it will cause such excess votes to be cast on all
matters proportionately on the same basis as the other votes cast at a meeting
of stockholders of Times Mirror.
CERTAIN PROVISIONS IN THE RESTATED CERTIFICATE AND BYLAWS
The Restated Certificate and Bylaws of the Company provide for
indemnification of directors and officers to the fullest extent permitted by
applicable law and contain various anti-takeover provisions intended to
(i) promote stability of the Company's stockholder base and (ii) render more
difficult certain unsolicited or
9
<PAGE>
hostile attempts to take over the Company which could disrupt the Company,
divert the attention of the Company's directors, officers and employees and
adversely affect the independence and integrity of the Company's media
operations. A summary of the principal anti-takeover provisions is set forth
below.
Classified Board of Directors, Removal of Directors and Related Matters
Pursuant to the Restated Certificate, the Company's Board of Directors is
divided into three classes, each class to consist as nearly as possible of
one-third of the Directors. The term of office of each class of Directors
expires three years from the year of election. The Restated Certificate also
provides that Directors may be removed only for cause and only by a majority
of the votes entitled to be cast by the holders of all shares of capital stock
entitled to vote generally in the election of Directors (the "Voting
Interests"). Additionally, if the proposal to remove a Director is made by or
on behalf of a Related Person (as defined below), removal will also require
the affirmative vote of a majority of the Voting Interests held by persons
other than such Related Person. Thus, a third party seeking to gain control of
the Board of Directors may be forced to wait until the expiration of the
respective terms of incumbent Directors, unless there were cause and
sufficient voting strength to remove a particular Director or Directors.
Increased Stockholder Vote Required in Certain Business Combinations
The Restated Certificate requires, subject to certain exceptions summarized
below, that any Business Combination (as defined below), be approved by (i) an
affirmative vote of the holders of not less than 80% of the Voting Interests
(the "80% Voting Requirement") and (ii) the affirmative vote of the holders of
a majority of the Disinterested Shares (as defined below). Business
Combinations include generally the following: (i) mergers or reorganizations
of the Company or its subsidiaries with or into a Related Person (as defined
below) or of a Related Person with or into the Company or a subsidiary; (ii)
reorganizations that would have the effect of increasing the voting power of a
Related Person; (iii) certain acquisitions by the Company or any subsidiary of
the Company of securities issued by or assets of a Related Person; and (iv)
liquidations, sales or transfers to a Related Person of assets of the Company
or one or more of its subsidiaries constituting a substantial part of the
Company.
A Business Combination does not need to satisfy the foregoing approval
requirements if the Business Combination has been approved by a majority of
the Directors who are unaffiliated with the Related Person and who were
members of the Board of Directors before the Company was incorporated in the
State of Delaware, or who became a member of the Board before the Related
Person became a Related Person (the "Continuing Directors"). Business
Combinations in which the stockholders of the Company are to receive cash,
securities or other property in exchange for their shares of capital stock do
not need to satisfy the 80% Voting Requirement if (i) the value of the
consideration meets certain thresholds of fairness, as specified in the
Restated Certificate, and (ii) the Business Combination is approved by the
affirmative vote of the holders of a majority of the Disinterested Shares.
As used in the Restated Certificate, a "Related Person" is a person or
entity, or an affiliate or associate (as defined in Rule 12b-2 under the
Exchange Act) of such person or entity, that beneficially owns, in the
aggregate, five percent or more of the outstanding voting interests of the
Company; provided, however, the term Related Person does not include (i) any
person or entity that beneficially owned five percent or more of the common
stock of the Company on the date upon which the Company was incorporated in
the State of Delaware, or (ii) any employee benefit plan established to
provide benefits for employees of the Company or its subsidiaries, any trust
plan thereto, or any trustee or fiduciary when acting in such capacity with
respect to any such plan or trust. The term "Disinterested Shares" means, as
to any Related Person, shares of the Company's voting stock held by
stockholders other than such Related Person.
Restriction on a Stockholder's Power to Call Stockholders' Meetings and
Elimination of Right to Act Without a Meeting
The Restated Certificate provides that a special meeting of stockholders may
be called only by the Board of Directors. Furthermore, if a proposal requiring
stockholder approval is made by or on behalf of a Related Person
10
<PAGE>
or a Director affiliated with a Related Person, the affirmative vote of a
majority of the Continuing Directors is also required to call a special
meeting of stockholders. The principal effect of this provision is to prevent
stockholders from forcing a special meeting to consider a proposal opposed by
the Board of Directors.
The Restated Certificate provides that any action taken by the stockholders
of the Company must be effected at an annual or special meeting of
stockholders and may not be taken by written consent.
Procedures for Stockholder Nominations and Proposals
The Restated Certificate provides that a stockholder must furnish written
notice to the Secretary of the Company of any nomination or business proposal
to be brought before a stockholders meeting not less than 30 nor more than 60
days prior to the meeting as originally scheduled. In the event that less than
40 days public notice of a meeting date is given by the Company, a stockholder
must furnish notice of a nomination or business proposal not later than the
close of business on the tenth day following the mailing or the public
disclosure of notice of the meeting date. These procedures prohibit last-
minute attempts by any stockholder to nominate a Director or present a
business proposal at an annual stockholders meeting, even if such a nomination
or proposal might be desired by a majority of the stockholders.
Relevant Factors to be Considered by the Board of Directors
The Restated Certificate provides that, in evaluating certain proposed
business transactions and the best interests of the Company and its
stockholders, the Board of Directors shall consider all relevant factors,
including but not limited to freedom of the press, the independence and
integrity of the Company's media operations, the social and economic effects
of the transactions on stockholders, employees, customers, suppliers and other
constituents of the Company and its subsidiaries, as well as the effects on
the communities in which they operate.
In providing the Board of Directors with a broader basis for determining the
advisability of a proposed transaction, the Restated Certificate gives the
Board authority to reject, among other transactions, a proposed acquisition of
the Company notwithstanding the fact that the proposal may include favorable
economic benefits for the Company's stockholders.
Amendment of Certain Charter Provisions
The Restated Certificate provides that any alteration, amendment, repeal or
recission (any "Change") of the provisions contained in the Restated
Certificate must be approved by a majority of the Directors then in office and
by the affirmative vote of the holders of a majority of the Voting Interests,
provided, however, that if the proposed Change relates to certain provisions
specified in the Restated Certificate, then any such Change must also be
approved either (a) by a majority of the authorized number of Directors and,
if one or more Related Persons exist, by a majority of the Directors who are
Continuing Directors with respect to all Related Persons, or (b) by the
affirmative vote of the holders of not less than 80% of the Voting Interests
and, if the Change is proposed by or on behalf of a Related Person or a
Director affiliated with a Related Person, by affirmative vote of a majority
of the Voting Interests represented by Disinterested Shares.
11
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth, as of August 14, 1997 or a subsequent date
if amended or supplemented, information furnished by certain Selling
Stockholders, including, for each such Selling Stockholder: (a) the number of
shares of Series A Common Stock each Selling Stockholder beneficially owned
prior to this offering, (b) the percentage of the outstanding shares of Series
A Common Stock represented by such shares as of such date, and (c) the number
of shares of Series A Common Stock which may be offered pursuant to this
Prospectus by each Selling Stockholder. The Shares of Series A Common Stock
covered by this Prospectus were acquired by the Selling Stockholders in the
transaction described in the Company's Current Report on Form 8-K filed
August 11, 1997. Except as otherwise disclosed herein, to the knowledge of the
Company and based on certain representations made by the Selling Stockholder,
none of the Selling Stockholders has, or within the past three years has had,
any position, office or other material relationship with the Company or any of
its predecessors or affiliates. Because the Selling Stockholders may offer all
or some portion of the Series A Common Stock covered by this Prospectus, no
estimate can be given as to the amount of the Series A Common Stock that will
be held by the Selling Stockholders upon termination of any such sales. In
addition, the Selling Stockholders identified below may have sold, transferred
or otherwise disposed of all or a portion of their shares of Series A Common
Stock since the date on which they provided the information regarding their
Series A Common Stock in transactions exempt from the registration
requirements of the Securities Act. The information contained in the following
table may be amended or supplemented from time to time.
<TABLE>
<CAPTION>
SHARES OF SERIES A
COMMON STOCK
BENEFICIALLY OWNED
AS OF
AUGUST 14, 1997
--------------------
SHARES WHICH
PERCENTAGE MAY BE OFFERED
SELLING STOCKHOLDER NUMBER OF SERIES HEREBY
------------------- --------- ---------- --------------
<S> <C> <C> <C>
Torrey Pacific Corporation................. 1,184,188 1.85% 1,131,896
Kathryn Kirkpatrick Matheau Trust U/T/A
8/26/82................................... 138,002 *% 138,002
Nairn Kirkpatrick Trust U/T/A 8/26/82...... 138,002 *% 138,002
Francesca Kirkpatrick Trust U/T/A 8/26/82.. 138,002 *% 138,002
Wendy Kirkpatrick Branscum Trust U/T/A
8/26/82................................... 138,002 *% 138,002
Harry Kirkpatrick Grandchildren's Irrevoca-
ble Trust U/T/A 2/24/95................... 163,924 *% 163,924
Kirkpatrick Community Property Trust U/T/A
9/11/96................................... 415,960 *% 415,960
---------
Total.................................. 2,263,788
</TABLE>
- --------
* Less than 1%
12
<PAGE>
PLAN OF DISTRIBUTION
The Shares of Series A Common Stock may be offered for sale and sold by the
several Selling Stockholders in one or more transactions, including block
transactions, at a fixed price or prices (which may be changed), at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at prices determined on a negotiated or competitive bid
basis. Shares of Series A Common Stock may be sold by a Selling Stockholder
directly, through agents designated from time to time or to or through broker-
dealers designated from time to time, or by such other means as may be
specified in the applicable Prospectus Supplement.
Shares of Series A Common Stock may be sold through a broker-dealer acting
as agent or broker for the Selling Stockholders or to a broker-dealer acting
as principal. In the latter case, the broker-dealer may then resell such
Shares of Series A Common Stock to the public at varying prices to be
determined by such broker-dealer at the time of resale.
The Selling Stockholders and any agents or broker-dealers that participate
with the Selling Stockholders in the distribution of any of the Series A
Common Stock may be deemed to be "underwriters" within the meaning of the
Securities Act, and any discount or commission received by them and any profit
on the resale of the Shares of Series A Common Stock purchased by them may be
deemed to be underwriting discounts or commissions under the Securities Act.
To the extent required, the number of Shares of Series A Common Stock to be
sold, certain information relating to the Selling Stockholders, the purchase
price, the public offering price, if applicable, the name of any underwriter,
agent or broker-dealer, and any applicable commissions, discounts or other
items constituting compensation to such underwriters, agents or broker-dealers
with respect to a particular offering will be set forth in an accompanying
Prospectus Supplement.
CERTAIN LEGAL MATTERS
The validity of the shares of Series A Common Stock covered by this
Prospectus was passed upon for the Company by Gibson, Dunn & Crutcher LLP, Los
Angeles, California.
EXPERTS
The consolidated financial statements of The Times Mirror Company appearing
in The Times Mirror Company's Annual Report (Form 10-K) for the year ended
December 31, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
13
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IN CONNECTION
WITH THE OFFER MADE BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH OTHER INFORMA-
TION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY, ANY UNDERWRITER OR ANY OF THEIR RESPECTIVE AFFILIATES. THIS PRO-
SPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Price Range of Series A Common Stock and Dividend Policy................... 4
Description of Capital Stock............................................... 5
Selling Stockholders....................................................... 12
Plan of Distribution....................................................... 13
Certain Legal Matters...................................................... 13
Experts.................................................................... 13
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
[LOGO OF THE TIMES MIRROR COMPANY]
THE TIMES MIRROR COMPANY
2,263,788 SHARES
----------------
SERIES A
COMMON STOCK
----------------
PROSPECTUS
----------------
AUGUST , 1997
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
The following are the estimated expenses of the issuance and distribution of
the securities being registered, all of which will be paid by the Registrant.
<TABLE>
<S> <C>
Registration fee................................................. $35,115
Printing expenses................................................ 15,000
Legal fees and expenses.......................................... 10,000
Accounting fees and expenses..................................... 5,000
Miscellaneous.................................................... 5,000
-------
Total........................................................ $70,115
=======
</TABLE>
- --------
* All amounts are estimated except the Commission's registration fee.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Pursuant to Section 102(b)(7) of the General Corporation Law of the State of
Delaware (the "GCL"), the Amended and Restated Certificate of Incorporation of
Times Mirror eliminates the liability of directors of Times Mirror to Times
Mirror or its stockholders for breach of fiduciary duties as a director,
except for liabilities related to breach of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, and certain other liabilities.
As permitted by Section 145 of the GCL, Article VII, Section 1 of the Bylaws
of Times Mirror provides for the indemnification of its directors, officers,
and employees against expenses actually and reasonably incurred in connection
with certain stated proceedings and under certain stated conditions.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
4.1 Restated Certificate of Incorporation of The Times Mirror
Company.*
4.2 Certificate of Amendment of Restated Certificate of Incorporation
of The Times Mirror Company (formerly New TMC Inc.).*
4.3 Bylaws of The Times Mirror Company.**
4.4 Form of specimen certificate representing shares of Series A
Common Stock.***
5 Opinion of Gibson, Dunn & Crutcher LLP regarding the legality of
securities being registered.
10 Registration Rights Agreement between the Company, the Selling
Stockholders and Chandler Trust No. 2, dated August 8, 1997.****
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5 to
this Registration Statement).
24 Power of Attorney (included on pages II-4, II-5 and II-6 of this
Registration Statement).
</TABLE>
II-1
<PAGE>
- --------
* Filed as an exhibit to the Registration Statement on Form S-4 of the
Registrant (File No. 33-87482) and incorporated herein by reference.
** Filed as an exhibit to the Registration Statement on Form S-3 (File No.
33-62165) and incorporated herein by reference.
*** Filed as an exhibit to the Registration Statement on form 8-A of the
Registrant dated November 21, 1994 and incorporated herein by reference.
**** Filed as an exhibit to the Current Report on Form 8-K of the Registrant
filed August 11, 1997 and incorporated herein by reference.
ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 and Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for purposes of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the Common Stock being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Sections 13(a)
or 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
II-2
<PAGE>
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(6) That, for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as a part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the registration
statement as of the time it was declared effective.
(7) That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on August 28,
1997.
THE TIMES MIRROR COMPANY
/s/ Thomas Unterman
By: _________________________________
Thomas Unterman
Senior Vice President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark H. Willes, Thomas Unterman and William A.
Niese, and each of them, as his or her true and lawful attorney-in-fact and
agent with full powers 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 or
all amendments (including posteffective 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 foregoing, as fully to all intents and
purposes as he or she might or could do in person, lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Mark H. Willes Chairman of the Board, August 28, 1997
____________________________________ President and Chief
Mark H. Willes Executive Officer
(Principal Executive
Officer)
/s/ Thomas Unterman Senior Vice President and August 28, 1997
____________________________________ Chief Financial Officer
Thomas Unterman (Principal Financial and
Accounting Officer)
/s/ Richard T. Schlosberg iii Executive Vice President and August 28, 1997
____________________________________ Director
Richard T. Schlosberg III
/s/ C. Michael Armstrong Director August 28, 1997
____________________________________
C. Michael Armstrong
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Gwendolyn Garland Babcock Director August 28, 1997
____________________________________
Gwendolyn Garland Babcock
/s/ Donald R. Beall Director August 28, 1997
____________________________________
Donald R. Beall
Director , 1997
____________________________________
John E. Bryson
Director , 1997
____________________________________
Bruce Chandler
/s/ Otis Chandler Director August 28, 1997
____________________________________
Otis Chandler
Director , 1997
____________________________________
Robert F. Erburu
Director , 1997
____________________________________
Clayton W. Frye, Jr.
Director , 1997
____________________________________
David Laventhol
Director , 1997
____________________________________
Dr. Alfred E. Osborne, Jr.
/s/ Joan A. Payden Director August 28, 1997
____________________________________
Joan A. Payden
/s/ William Stinehart, Jr. Director August 28, 1997
____________________________________
William Stinehart, Jr.
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Director , 1997
____________________________________
Harold M. Williams
/s/ Warren B. Williamson Director August 28, 1997
____________________________________
Warren B. Williamson
/s/ Dr. Edward Zapanta Director August 28, 1997
____________________________________
Dr. Edward Zapanta
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ------------
<C> <S> <C>
4.1 Restated Certificate of Incorporation of The Times
Mirror Company*...................................
4.2 Certificate of Amendment of Restated Certificate of
Incorporation of The Times Mirror Company
(formerly New TMC Inc.)*..........................
4.3 Bylaws of The Times Mirror Company**...............
4.4 Form of specimen certificate representing shares of
Series A Common Stock***..........................
5 Opinion of Gibson, Dunn & Crutcher LLP regarding
the legality of securities being registered.......
10 Registration Rights Agreement between the Company,
the Selling Stockholders and Chandler Trust No. 2
dated August 8, 1997.****.........................
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in
Exhibit 5 to this
Registration Statement)...........................
24 Power of Attorney (included on pages II-4, II-5 and
II-6 and of this
Registration Statement)...........................
</TABLE>
- --------
* Filed as an exhibit to the Registration Statement on Form S-4 of the
Registrant (File No. 33-87482) and incorporated herein by reference.
** Filed as an exhibit to the Registration Statement Form S-3 of the
Registrant (File No. 33-62165) and incorporated herein by reference.
*** Filed as an exhibit to Registration Statement Form 8-A dated November 21,
1994 and incorporated herein by reference.
**** Filed as an exhibit to the Current Report on Form 8-K filed August 11,
1997 and incorporated herein by reference.
II-7
<PAGE>
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER, LLP]
Exhibit 5
---------
August 28, 1997
(213) 229-7000
C 91007-03976
The Times Mirror Company
Times Mirror Square
Los Angeles, California 90053
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to The Times Mirror Company, a Delaware
corporation (the "Company"), in connection with (i) the issuance by the Company
of an aggregate of 2,263,788 shares of Series A Common Stock, par value $1.00
per share (the "Shares"), to the several persons (the "Selling Stockholders")
listed in the Registration Statement of the Company on Form S-3 to which this
opinion is an Exhibit (the "Registration Statement") in transactions exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"Act"), and (ii) the filing of the Registration Statement with respect to the
offer and sale of the Shares by the Selling Stockholders.
We are familiar with the corporate action taken by the Company in
connection with the authorization, issuance and sale of the Shares 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 the
Shares are legally issued, fully paid and non-assessable.
<PAGE>
The Times Mirror Company
August 28, 1997
Page 2
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, California and federal law.
We hereby consent to the use of our name under the caption "Certain
Legal Matters" in the Prospectus forming a part of the Registration Statement
and to the filing of this opinion as Exhibit 5 to the Registration Statement.
In giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Act or the General
Rules and Regulations of the Securities and Exchange Commission.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333- ) and related Prospectus of the
Times Mirror Company (the "Company") for the registration of 2,263,788 shares
of Series A Common Stock of the Company and to the incorporation by reference
therein of our report dated February 5, 1997, with respect to the consolidated
financial statements and schedule of the 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
August 25, 1997
