UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
THE TIMES MIRROR COMPANY
-------------------------
(Name of Issuer)
Series A Common Stock, $1.00 Par Value
--------------------------------------
(Title of Class of Securities)
887364107
-------------
(CUSIP Number)
July 27, 1998
-------------------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 10 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 887364107 Page 2 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,892,100
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,892,100
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,892,100
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
2.99%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 887364107 Page 3 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,892,100
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,892,100
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,892,100
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
2.99%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 887364107 Page 4 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 273,900
Shares
Beneficially 6 Shared Voting Power
Owned By 1,892,100
Each
Reporting 7 Sole Dispositive Power
Person 273,900
With
8 Shared Dispositive Power
1,892,100
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,166,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
3.42%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 887364107 Page 5 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
PENNSYLVANIA
5 Sole Voting Power
Number of 273,900
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 273,900
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
273,900
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.43%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 10 Pages
Item 1(a) Name of Issuer:
The Times Mirror Company (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
Times Mirror Sq., 220 West First Street, Los Angeles, CA
90053.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Soros Fund Management LLC, a Delaware limited liability
company ("SFM LLC");
ii) Mr. George Soros ("Mr. Soros");
iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); and
iv) Duquesne Capital Management, L.L.C., a Pennsylvania
limited liability company ("Duquesne LLC").
This Statement relates to Shares (as defined herein) held
for the accounts of Quantum Partners LDC, a Cayman Islands exempted limited
duration company ("Quantum Partners") and the Duquesne LLC Clients (as defined
herein). SFM LLC, a Delaware limited liability company, serves as principal
investment manager to Quantum Partners and as such, has been granted investment
discretion over portfolio investments, including the Shares, held for the
account of Quantum Partners. Mr. Soros is the Chairman of SFM LLC. Mr.
Druckenmiller is the Lead Portfolio Manager and a Member of the Management
Committee of SFM LLC. Mr. Druckenmiller also owns a 75% interest in, and is the
sole managing member of, Duquesne LLC, an investment advisory firm that serves
as a discretionary investment advisor to a limited number of institutional
clients (the "Duquesne LLC Clients").
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of SFM
LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New
York, NY 10106.
The address of the principal business office of Duquesne LLC
is 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591.
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a United States citizen;
iii) Mr. Druckenmiller is a United States citizen; and
<PAGE>
Page 7 of 10 Pages
iv) Duquesne LLC is a Pennsylvania limited liability
company.
Item 2(d) Title of Class of Securities:
Series A Common Stock, $1.00 par value (the "Shares").
Item 2(e) CUSIP Number:
887364107
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of July 29, 1998 each of the Reporting Persons may
be deemed the beneficial owner of the following number
of Shares:
i) SFM LLC and Mr. Soros may be deemed to be the
beneficial owner of the 1,892,100 held for the
account of Quantum Partners.
ii) Mr. Druckenmiller may be deemed the beneficial
owner of 2,166,000 Shares. This number consists of
(A) 1,892,100 Shares held for the account of
Quantum Partners and (B) 273,900 Shares held for
the accounts of the Duquesne LLC Clients.
iii) Duquesne LLC may be deemed the beneficial owner of
the 273,900 Shares held for the accounts of
Duquesne LLC Clients.
Item 4(b) Percent of Class:
i) The number of Shares of which SFM LLC and Mr.
Soros may be deemed to be the beneficial owner
constitutes approximately 2.99% of the total
number of Shares outstanding.
ii) The number of Shares of which Mr. Druckenmiller
may be deemed to be the beneficial owner
constitutes approximately 3.42% of the total
number of Shares outstanding.
iii) The number of Shares of which Duquesne LLC may be
deemed to be the beneficial owner constitutes
approximately 0.43% of the total number of Shares
outstanding.
<PAGE>
Page 8 of 10 Pages
Item 4(c) Number of shares as to which such person has:
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 1,892,100
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,892,100
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,892,100
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:1,892,100
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 273,900
(ii) Shared power to vote or to direct the vote: 1,892,100
(iii) Sole power to dispose or to direct the disposition of: 273,900
(iv) Shared power to dispose or to direct the disposition of:1,892,100
Duquesne LLC
------------
(i) Sole power to vote or to direct the vote: 273,900
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 273,900
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 9 of 10 Pages
Item 5. Ownership of Five Percent or Less of a Class:
If this Statement is being filed to report the fact
that as of the date hereof each of the Reporting Persons has ceased to be the
beneficial owner of more than five percent of a class of securities, check the
following: [X]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The shareholders of Quantum Partners, including Quantum
Fund N.V., a Netherlands Antilles company have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares, held by
Quantum Partners in accordance with their ownership interests in Quantum
Partners.
(ii) The Duquesne LLC Clients have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the Shares, held
for their account.
SFM LLC and Mr. Soros expressly disclaim beneficial
ownership of any Shares held for the accounts of the Duquesne LLC Clients.
Duquesne LLC expressly disclaims beneficial ownership of any Shares held for the
accounts of Quantum Partners.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best
of his/its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 10 of 10 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: July 29, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Assistant General Counsel
Date: July 29, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Attorney-in-Fact
Date: July 29, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-----------------------------
Michael C. Neus
Attorney-in-Fact
Date: July 29, 1998 DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ JOSEPH W. HALESKI
-----------------------------
Joseph W. Haleski
Managing Director
