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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 27, 1998
THE TIMES MIRROR COMPANY
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
DELAWARE 1-13492 95-4481525
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)
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TIMES MIRROR SQUARE, LOS ANGELES, CALIFORNIA 90053
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (213) 237-3700
NONE
(Former Name or Address, if Changed Since Last Report)
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Item 5. Other Events.
In a press release dated April 27, 1998, The Times Mirror Company
("Times Mirror") and Reed Elsevier plc announced that Reed Elsevier plc will
acquire Matthew Bender & Company, Incorporated and Times Mirror's 50 percent
ownership interest in Shepard's Company in a transaction valued at $1.65
billion.
Attached as Exhibit 99 and incorporated herein by reference to this
Form 8-K is a copy of the press release, dated April 27, 1998, of Times Mirror.
Item 7. Exhibits
(c) Exhibits
99 Press Release issued by The Times Mirror Company on
April 27, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE TIMES MIRROR COMPANY
(Registrant)
Date: April 29, 1998 By: /s/ Thomas Unterman
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Thomas Unterman
Executive Vice President and
Chief Financial Officer
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EXHIBIT 99
For Immediate Release
Times Mirror and Reed Elsevier plc
Announce Transaction
NEW YORK, NEW YORK, April 27, 1998. -- The Times Mirror Company and Reed
Elsevier plc announced today that Reed Elsevier will acquire Matthew Bender &
Company and Times Mirror's 50 percent ownership interest in Shepard's in a
transaction valued at $1.65 billion.
"Our strategic review of the legal publishing marketplace led us to
conclude that the future growth of Matthew Bender and Shepard's would be best
achieved if they were part of a global legal information provider. Reed Elsevier
is a world-class publisher of legal information," said Mark H. Willes, Times
Mirror chairman, president and chief executive officer and publisher, Los
Angeles Times. "We are grateful to the employees of Matthew Bender and Shepard's
whose demonstrated commitment and dedication to excellence are the foundation
for the success of these leading U.S. analytical and citation publishers," said
Willes.
"This transaction secures for Reed Elsevier a market-leading
position in the publishing of analytical legal information in the US," said
Herman Bruggink, Co-Chairman of Reed Elsevier plc. "Expansion in the US legal
information market is a crucial element of Reed Elsevier's strategy following
the acquisition of LEXIS-NEXIS in 1994. The addition of Matthew Bender and the
remaining interest in Shepard's significantly strengthens our US legal
publishing operations," said Bruggink.
Matthew Bender & Company has over a 100-year history in legal
publishing, and is the nation's premier publisher of analytical legal research
information, in both print and electronic form. It first began publishing books
in 1887, and was acquired by Times Mirror in 1963. Matthew Bender's annual
revenues are approximately $200 million.
In 1996, Times Mirror and Reed Elsevier plc, through wholly owned
subsidiaries, formed a partnership to own Shepard's, the leading legal citation
service in the U.S. with annual revenues of approximately $70 million. Times
Mirror acquired Shepard's from The McGraw-Hill Companies in 1996 and
subsequently contributed Shepard's to the 50/50 partnership.
With annual revenues of approximately $5 billion, Reed Elsevier is one
of the world's largest information publishing companies. Among its legal
properties are LEXIS-NEXIS, the world's largest provider of full-text on-line
legal, news, business and government information; LEXIS Law Publishing, which
combines the books and CD-ROMS published under the Michie imprint with the
United States Supreme Court Reports and Lawyers' Edition; Butterworths, the
premier law publishing company in the UK; and Editions du Juris-Classeur, the
leading legal publisher in France.
The transaction regarding Matthew Bender is to be accomplished in a
corporate reorganization in the form of a merger. Times Mirror expects to
report a total gain of approximately $1.0 billion or $10.50 per share.
Pending the customary regulatory review, the transaction is expected to
be completed this summer.
Times Mirror is continuing with the divestiture process for Mosby, the
company's health sciences publisher, and an announcement is expected in the
second quarter. Goldman, Sachs & Co. has acted as financial advisor to Times
Mirror.
Times Mirror (TMC--New York and Pacific stock exchanges), a Los Angeles
news and information company, publishes the Los Angeles Times, Newsday, The
Baltimore Sun, The Hartford Courant, The Morning Call, The (Stamford) Advocate
and Greenwich Time, a wide array of professional information for the legal,
health sciences, health promotion, aviation and training markets and consumer
magazines. Times Mirror newspapers have won a total of 58 Pulitzer Prizes,
among the highest of any news and information company in the country.
Reed Elsevier plc is owned equally by Reed International PLC (NYSE:
RUK) and Elsevier NV (NYSE: ENL). Reed Elsevier is a world leading publisher
and information provider. Its activities include scientific, professional and
business publishing. Reed Elsevier's principal operations are in North
America and Europe and it has annual sales in excess of 3 billion Pounds
(approximately $5 billion).
Press Information Investor Information
Martha H. Goldstein Jean M. Jarvis
(213) 237-3727 (213) 237-3955
