<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
------------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
--------------- TO
--------------- .
COMMISSION FILE NUMBER 1-13492
------------------------
THE TIMES MIRROR COMPANY
<TABLE>
<S> <C>
DELAWARE 95-4481525
STATE OF INCORPORATION I.R.S. EMPLOYER ID. NO.
</TABLE>
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
TELEPHONE: (213) 237-3700
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Number of shares of Series A Common Stock outstanding at August 7, 1998:
59,491,293, excluding 18,237,864 shares held by subsidiaries of the Registrant
and 4,001,067 shares held by TMCT, LLC, representing 80% of the shares held by
TMCT, LLC and 5,022,554 shares held as treasury shares.
Number of shares of Series C Common Stock outstanding at August 7, 1998:
25,337,433.
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<PAGE> 2
THE TIMES MIRROR COMPANY
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Financial information herein, and management's discussion thereof, include
consolidated data for The Times Mirror Company ("Registrant" or "Times Mirror")
and its subsidiaries. Registrant and its subsidiaries are sometimes herein
referred to collectively as the "Company."
2
<PAGE> 3
THE TIMES MIRROR COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
SECOND QUARTER ENDED YEAR TO DATE ENDED
JUNE 30, JUNE 30,
-------------------- ------------------------
1998 1997 1998 1997
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES..................................... $760,574 $719,106 $1,478,226 $1,399,445
COSTS AND EXPENSES:
Cost of sales.............................. 391,053 361,184 776,573 715,481
Selling, general and administrative
expenses................................ 246,515 246,815 491,290 490,718
Restructuring and one-time charges......... 39,697 39,697
-------- -------- ---------- ----------
677,265 607,999 1,307,560 1,206,199
OPERATING PROFIT............................. 83,309 111,107 170,666 193,246
Interest expense............................. (19,018) (8,122) (34,681) (15,969)
Interest income.............................. 2,463 450 7,701 1,411
Equity loss.................................. (2,204) (160) (7,088) (1,134)
Other, net................................... 10,026 1,248 14,421 1,408
-------- -------- ---------- ----------
Income from continuing operations before
income tax provision....................... 74,576 104,523 151,019 178,962
Income tax provision......................... 30,561 44,050 62,375 76,201
-------- -------- ---------- ----------
Income from continuing operations............ 44,015 60,473 88,644 102,761
Income from discontinued operations, net of
income taxes............................... 5,186 5,513 5,818 8,458
-------- -------- ---------- ----------
NET INCOME................................... 49,201 65,986 94,462 111,219
Preferred dividend requirements.............. 5,424 8,266 10,848 19,177
-------- -------- ---------- ----------
Earnings applicable to common shareholders... $ 43,777 $ 57,720 $ 83,614 $ 92,042
======== ======== ========== ==========
Basic earnings per share:
Continuing operations...................... $ .44 $ .54 $ .88 $ .88
Discontinued operations.................... .06 .06 .07 .09
-------- -------- ---------- ----------
Basic earnings per share..................... $ .50 $ .60 $ .95 $ .97
======== ======== ========== ==========
Diluted earnings per share:
Continuing operations...................... $ .43 $ .53 $ .86 $ .85
Discontinued operations.................... .06 .05 .06 .09
-------- -------- ---------- ----------
Diluted earnings per share................... $ .49 $ .58 $ .92 $ .94
======== ======== ========== ==========
Weighted average shares outstanding:
Basic...................................... 87,844 96,469 88,088 95,213
======== ======== ========== ==========
Diluted.................................... 90,277 101,447 90,507 97,637
======== ======== ========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
THE TIMES MIRROR COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
ASSETS ----------- ------------
<S> <C> <C>
Current assets
Cash and cash equivalents................................. $ 64,979 $ 48,804
Accounts receivable, less allowances for doubtful accounts
and returns of $44,288 and $44,276...................... 355,362 364,820
Inventories............................................... 48,604 44,896
Deferred income taxes..................................... 60,893 58,857
Prepaid expenses.......................................... 40,342 22,279
Net assets of discontinued operations..................... 402,859 421,384
Other current assets...................................... 14,483 36,598
----------- -----------
Total current assets.................................... 987,522 997,638
Property, plant and equipment, net.......................... 933,260 938,083
Goodwill.................................................... 694,743 513,607
Other intangibles........................................... 102,986 108,184
Deferred charges............................................ 126,803 133,290
Equity investments.......................................... 103,251 101,448
Other assets................................................ 552,058 454,766
----------- -----------
Total assets............................................ $ 3,500,623 $ 3,247,016
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
THE TIMES MIRROR COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
LIABILITIES AND SHAREHOLDERS' EQUITY ----------- ------------
<S> <C> <C>
Current liabilities
Accounts payable.......................................... $ 209,806 $ 261,866
Short-term debt........................................... 533,760 139,067
Employees' compensation................................... 90,172 104,712
Unearned income........................................... 144,136 145,728
Other current liabilities................................. 81,017 97,508
----------- -----------
Total current liabilities............................... 1,058,891 748,881
Long-term debt.............................................. 929,958 925,404
Deferred income taxes....................................... 183,037 174,888
Other liabilities........................................... 485,401 508,244
----------- -----------
Total liabilities....................................... 2,657,287 2,357,417
Common stock subject to put options......................... 37,700 13,600
Commitments and contingencies
Shareholders' equity
Preferred stock, $1 par value; stated at liquidation
value; convertible to Series A common stock:
Series A: 900,000 shares authorized; 824,000 shares
issued and outstanding................................. 411,784 411,784
Series C-1: 381,000 shares authorized, issued and
outstanding............................................ 190,486 190,486
Series C-2: 245,000 shares authorized, issued and
outstanding............................................ 122,550 122,550
Preferred stock, $1 par value; 23,035,000 shares
authorized; no shares issued or outstanding
Common stock; $1 par value:
Series A: 500,000,000 shares authorized; 86,668,000 and
86,552,000 shares issued and outstanding............... 86,668 86,552
Series B: 100,000,000 shares authorized; no shares
issued or outstanding
Series C, convertible to Series A common stock;
300,000,000 shares authorized; 25,422,000 and
25,503,000 shares issued and outstanding............... 25,422 25,503
Additional paid-in capital................................ 1,235,150 1,253,142
Retained earnings......................................... 408,017 384,503
Accumulated other comprehensive income.................... 11,699 12,804
----------- -----------
2,491,776 2,487,324
Less treasury stock at cost:
Series A common stock; 25,237,000 and 24,151,000 shares;
and Series A preferred stock; 735,000 shares............ (1,686,140) (1,611,325)
----------- -----------
Total shareholders' equity.............................. 805,636 875,999
----------- -----------
Total liabilities and shareholders' equity.............. $ 3,500,623 $ 3,247,016
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
THE TIMES MIRROR COMPANY
STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
YEAR TO DATE ENDED
JUNE 30,
----------------------
1998 1997
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by operating activities of continuing
operations............................................ $ 89,032 $ 125,539
Net cash provided by (used in) operating activities of
discontinued operations............................... 35,941 (33,327)
--------- ---------
Net cash provided by operating activities.............. 124,973 92,212
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions, net of cash acquired........................ (193,182) (7,568)
Proceeds from sales of assets............................. 19,259 56,946
Capital expenditures...................................... (56,918) (46,459)
Capitalization of product costs........................... (4,205) (4,420)
Notes receivable.......................................... (67,858)
Other, net................................................ (34,547) (6,705)
--------- ---------
Net cash used in investing activities of continuing
operations............................................ (337,451) (8,206)
Net cash used in investing activities of discontinued
operations............................................ (14,466) (25,218)
--------- ---------
Net cash used in investing activities.................. (351,917) (33,424)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of commercial paper and
short-term borrowings.................................. 434,055 5,497
Repurchase of common stock................................ (130,565) (331,440)
Repayments of other debt.................................. (46,654) (7)
Dividends paid............................................ (42,389) (43,199)
Proceeds from exercise of stock options................... 27,412 19,438
Net proceeds from issuance of long-term debt.............. 190,532
Other, net................................................ 1,260 899
--------- ---------
Net cash provided by (used in) financing activities.... 243,119 (158,280)
--------- ---------
Increase (decrease) in cash and cash equivalents............ 16,175 (99,492)
Cash and cash equivalents at beginning of year.............. 48,804 140,955
--------- ---------
Cash and cash equivalents at end of period.................. $ 64,979 $ 41,463
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE> 7
THE TIMES MIRROR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 -- BASIS OF PREPARATION
The accompanying condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been
included. The results of operations for interim periods are not necessarily
indicative of the results that may be expected for the fiscal year. For further
information, refer to the consolidated financial statements and accompanying
notes included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
Certain amounts in previously issued financial statements have been
reclassified to conform to the 1998 presentation. Financial information in the
accompanying notes to Condensed Consolidated Financial Statements excludes
discontinued operations, except where noted.
NOTE 2 -- COMPREHENSIVE INCOME
As of January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). SFAS
130 establishes new rules for the reporting of comprehensive income and its
components; however, the adoption of SFAS 130 had no impact on the Company's net
income or shareholders' equity. SFAS 130 requires unrealized gains or losses on
the Company's available-for-sale securities and foreign currency translation
adjustments to be included in other comprehensive income. Such items were
reported in shareholders' equity prior to the adoption of SFAS 130. Prior year
financial statements have been reclassified to conform to the requirements of
SFAS 130.
Total comprehensive income amounted to $47,977,000 and $49,130,000 for the
second quarters of 1998 and 1997, respectively, and $93,357,000 and $70,130,000
for the year to date periods ended June 30, 1998 and 1997, respectively.
Comprehensive income differs from net income in 1997 primarily due to realized
gains recognized in net income, which were previously included as part of
comprehensive income.
NOTE 3 -- DISCONTINUED OPERATIONS
The Company signed definitive agreements with Reed Elsevier plc on April
26, 1998 for the disposition of Matthew Bender & Company, Incorporated (Matthew
Bender), the Company's legal publisher, in a tax-free reorganization and the
sale of Times Mirror's 50% ownership interest in Shepard's. The two transactions
were valued at $1.65 billion in the aggregate and were completed on July 31,
1998. The disposition of Matthew Bender was accomplished through the merger of
an affiliate of Reed Elsevier with and into Matthew Bender with Matthew Bender
as the surviving corporation in the merger. As a result of the merger, TMD,
Inc., a wholly owned subsidiary of Times Mirror, received all of the issued and
outstanding common stock of CBM Acquisition Parent Co. (MB Parent). MB Parent is
a holding company that owns controlling voting preferred stock of Matthew Bender
with a stated value of $61,616,000 and participating stock of Matthew Bender. MB
Parent is also the sole member of Liberty Bell I, LLC (Liberty Bell I).
Affiliates of Reed Elsevier own voting preferred stock of MB Parent with a
stated value of $68,750,000 which affords them voting control over MB Parent,
subject to certain rights held by Times Mirror with respect to Liberty Bell I.
Concurrently with the closing of the merger, the Company became the sole manager
of Liberty Bell I and controls its operations and assets. At the time of the
merger, the principal asset of Liberty Bell I was $1,375,000,000 of cash. The
consolidated financial statements of Times Mirror will include the accounts of
Liberty Bell I.
7
<PAGE> 8
THE TIMES MIRROR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The disposition of the Company's 50% interest in Shepard's was also
consummated on July 31, 1998 by a transfer of the respective partnership
interests owned by two subsidiaries of the Company to affiliates of Reed
Elsevier for a cash consideration of $274,650,000.
The Company also signed a definitive agreement with Harcourt General, Inc.
on May 6, 1998 for the disposition of Mosby Inc. (Mosby), its health sciences
publisher, in a tax-free reorganization valued at $415,000,000. A second request
for information has been received from the Department of Justice in connection
with the divestiture of Mosby which is expected to close in the 1998 third
quarter.
Prior year financial statements have been restated for discontinued
operations. Results for discontinued operations include Matthew Bender, Mosby,
and the Shepard's joint venture. Income from discontinued operations is
summarized as follows (in thousands):
<TABLE>
<CAPTION>
SECOND QUARTER ENDED YEAR TO DATE ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues.......................................... $95,287 $92,707 $181,535 $186,250
------- ------- -------- --------
Income before income tax provision................ 10,451 9,263 11,738 14,189
Income tax provision.............................. 5,265 3,750 5,920 5,731
------- ------- -------- --------
Income from discontinued operations............... $ 5,186 $ 5,513 $ 5,818 $ 8,458
======= ======= ======== ========
</TABLE>
The assets and liabilities of discontinued operations have been classified
in the condensed consolidated balance sheets as net assets of discontinued
operations and consist of the following (in thousands):
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
-------- ------------
<S> <C> <C>
Accounts receivable, net.................................... $ 97,905 $137,364
Other current assets........................................ 53,629 65,857
Property, plant and equipment, net.......................... 55,565 59,347
Equity investments.......................................... 243,895 249,123
Other assets................................................ 98,145 104,054
-------- --------
Total assets.............................................. 549,139 615,745
Current liabilities......................................... 136,124 188,433
Non-current liabilities..................................... 10,156 5,928
-------- --------
Total liabilities......................................... 146,280 194,361
-------- --------
Net assets of discontinued operations..................... $402,859 $421,384
======== ========
</TABLE>
NOTE 4 -- RESTRUCTURING
In the second quarter of 1998, the Company, in anticipation of the expected
impact of the divestitures, began a comprehensive review of its business
configurations, operating systems and other investments to determine
economically attractive actions it can take to prepare for future growth. The
1998 second-quarter restructuring and one-time charges represent the first
portion of this program, which will continue through the balance of the year. In
aggregate, the Company expects pre-tax charges in 1998 from this program to be
between $225 million and $275 million, or $1.80 to $2.15 per share. The program
is anticipated to produce an annual savings of approximately $25 million,
beginning in 1999.
8
<PAGE> 9
THE TIMES MIRROR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The balance sheet classification of the remaining restructuring liabilities
is as follows (in thousands):
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
-------- ------------
<S> <C> <C>
Other current liabilities:
1995 Restructuring........................................ $12,863 $18,534
1996 Restructuring........................................ 128
1998 Restructuring........................................ 8,127
Other liabilities:
1995 Restructuring........................................ 23,095 30,304
1998 Restructuring........................................ 11,175
------- -------
$55,260 $48,966
======= =======
</TABLE>
The restructuring liabilities relate primarily to lease payments, severance
costs and contract buyout costs. During the year to date ended June 30, 1998,
cash spent on severance payments related to restructuring efforts totaled
$1,665,000. At June 30, 1998, the remaining liability for severance costs
aggregated $4,246,000.
NOTE 5 -- DEBT
Debt consists of the following (in thousands):
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
-------- ------------
<S> <C> <C>
Short-term debt:
Commercial paper at weighted average interest rates of
5.7% and 5.9%.......................................... $283,503 $ 86,448
Notes payable to bank at weighted average interest rate of
5.7%................................................... 237,000
Notes payable at 6.125% due January 2, 1998............... 39,209
Current maturities of long-term debt...................... 7,572 7,671
Other..................................................... 5,685 5,739
-------- --------
Total short-term debt.................................. $533,760 $139,067
======== ========
Long-term debt:
6.61% Debentures due September 15, 2027, net of
unamortized discount of $100 and $101.................. $249,900 $249,899
4.75% Liquid Yield Option Notes due 2017, net of
unamortized discount of $293,044 and $297,845.......... 206,956 202,155
7 1/4% Debentures due March 1, 2013....................... 148,215 148,215
7 1/4% Debentures due November 15, 2096, net of
unamortized discount of $562 and $565.................. 147,438 147,435
7 1/2% Debentures due July 1, 2023........................ 98,750 98,750
Property financing obligation expiring on August 8, 2009,
net of unamortized discount of $161,819 and $165,353,
with an effective interest rate of 4.3%................ 50,894 54,743
4 1/4% Premium Equity Participating Securities due March
15, 2001; 1,305,000 securities stated at current
maturity value......................................... 35,317 31,809
Others at various interest rates, maturing through 2001... 60 69
-------- --------
937,530 933,075
Less current maturities..................................... (7,572) (7,671)
-------- --------
Total long-term debt................................... $929,958 $925,404
======== ========
</TABLE>
9
<PAGE> 10
THE TIMES MIRROR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The Company has interest rate swap agreements on the 7 1/2% Debentures and
the Liquid Yield Option Notes (LYON(TM)) for notional amounts of $100,000,000
and $170,111,000, respectively. These swaps effectively convert a portion of the
Company's long-term fixed rate debt to a variable rate obligation based on
LIBOR. As such, these interest rate swaps converted the weighted average
interest rate from 5.6% to 4.1% for the year to date ended June 30, 1998.
The 4 1/4% Premium Equity Participating Securities (PEPS) hedge the
Company's investment in the common stock of Netscape Communications Corporation
(Netscape). The amount payable at maturity is determined by reference to the
fair market value of the Netscape stock. Changes in the current maturity value
of the PEPS are included in accumulated other comprehensive income, net of
applicable income taxes. At June 30, 1998 and December 31, 1997, the fair market
value of Netscape common stock was $27.0625 and $24.375 per share, respectively.
The PEPS are redeemable at the option of the Company, in whole or in part, at
any time after December 15, 2000.
On May 26, 1998, the Company entered into an uncommitted bank line of
credit which provides for unsecured borrowings up to $250,000,000, of which
$237,000,000 was outstanding at June 30, 1998.
NOTE 6 -- EARNINGS AND DIVIDENDS PER SHARE
The following table sets forth the calculation of basic and diluted
earnings per share from continuing operations (in thousands, except per share
amounts):
<TABLE>
<CAPTION>
SECOND QUARTER ENDED YEAR TO DATE ENDED
JUNE 30, JUNE 30,
--------------------- --------------------
1998 1997 1998 1997
-------- --------- -------- --------
<S> <C> <C> <C> <C>
Earnings:
Income from continuing operations.............. $44,015 $ 60,473 $ 88,644 $102,761
Preferred dividends............................ (5,424) (8,266) (10,848) (19,177)
------- -------- -------- --------
Earnings applicable to common shareholders for
basic earnings per share.................... 38,591 52,207 77,796 83,584
LYONs interest expense, net of tax............. 1,146
------- -------- -------- --------
Earnings applicable to common shareholders for
diluted earnings per share.................. $38,591 $ 53,353 $ 77,796 $ 83,584
======= ======== ======== ========
Shares:
Weighted average shares for basic earnings per
share....................................... 87,844 96,469 88,088 95,213
Effect of dilutive securities:
Stock options............................... 2,433 2,466 2,419 2,424
LYONs convertible debt...................... 2,512
------- -------- -------- --------
Adjusted weighted average shares for diluted
earnings per share.......................... 90,277 101,447 90,507 97,637
======= ======== ======== ========
Basic earnings per share from continuing
operations.................................. $ .44 $ .54 $ .88 $ .88
======= ======== ======== ========
Diluted earnings per share from continuing
operations.................................. $ .43 $ .53 $ .86 $ .85
======= ======== ======== ========
</TABLE>
The Company has certain convertible securities which are not included in
the calculation of diluted earnings per share because the effects are
antidilutive.
Cash dividends of $.36 and $.25 per share of common stock were declared for
the year to date periods ended June 30, 1998 and 1997, respectively.
10
<PAGE> 11
THE TIMES MIRROR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 7 -- CAPITAL STOCK AND STOCK REPURCHASE PROGRAM
At June 30, 1998, the Company had 650,000 put options outstanding with an
average strike price of approximately $58.00. The put options, which have
various expiration dates in the second half of 1998, entitle the holder to sell
shares of Times Mirror common stock to the Company at the strike price on the
expiration date of the put option. The potential obligation under these put
options has been transferred from shareholders' equity to "Common stock subject
to put options."
The Company's stock repurchase program, which includes the issuance of put
options from time to time, is described in Note 13 to the Consolidated Financial
Statements in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997. The Company repurchased 2,082,000 shares of common stock
during the year to date ended June 30, 1998 for an aggregate cost of
$130,565,000. On July 27, 1998, the Company entered into a forward purchase
contract to purchase 2,000,000 shares of Series A common stock. Additionally,
since the closing of the Matthew Bender transaction, the Company's affiliate,
Liberty Bell I has purchased 2,714,000 shares of Series A common stock.
NOTE 8 -- STOCK OPTIONS
During the year to date ended June 30, 1998, the Company issued 998,000
shares of its common stock as a result of the exercise of stock options.
NOTE 9 -- USE OF ESTIMATES AND OTHER UNCERTAINTIES
Financial statements prepared in accordance with generally accepted
accounting principles require management to make estimates and judgments that
affect amounts and disclosures reported in the financial statements. Actual
results could differ from those estimates, although management does not believe
that any differences would materially affect its financial position or reported
results.
The Company's future results could be adversely affected by a number of
factors, including (a) an increase in paper, printing and distribution costs
over the levels anticipated; (b) increased consolidation among major retailers
or other events depressing the level of display advertising; (c) an economic
downturn in the Company's principal newspaper markets or other occurrences
leading to decreased circulation and diminished revenues from both display and
classified advertising; (d) an increase in expenses related to new initiatives
and product improvement efforts in the flight information and consumer health
information operating units; (e) unfavorable foreign currency fluctuations; and
(f) a general economic downturn resulting in decreased professional or corporate
spending on discretionary items such as information or training and in decreased
consumer spending on discretionary items such as magazines or newspapers.
NOTE 10 -- CONTINGENT LIABILITIES
The Company and its subsidiaries are defendants in various actions for
libel and other matters arising out of their business operations. In addition,
from time to time, the Company and its subsidiaries are involved as parties in
various governmental and administrative proceedings, including environmental
matters. The Company does not believe that any such proceedings currently
pending will have a material adverse effect on its consolidated financial
position, although an adverse resolution in any reporting period of one or more
of these matters could have a material impact on results of operations for that
period.
NOTE 11 -- FUTURE ACCOUNTING REQUIREMENT
In June 1998, the Financial Accounting Standards Board issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities," (SFAS 133)
which is required to be adopted in years
11
<PAGE> 12
THE TIMES MIRROR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
beginning after June 15, 1999. Management does not anticipate that the adoption
of SFAS 133 will have a significant effect on earnings or the financial position
of the Company.
NOTE 12 -- ACQUISITION
On April 30, 1998, the Company acquired the Los Angeles area business of EZ
Buy & EZ Sell Recycler Corporation (Recycler), consisting primarily of the
Recycler publications in the Los Angeles, Orange, Riverside, San Bernardino and
Ventura counties and a portion of Santa Barbara county for $188.7 million. The
Company also invested in preferred stock and provided a term loan to Target
Media Partners, a new entity which owns all of the non-Los Angeles area assets
of Recycler, for a total amount of $34.8 million.
NOTE 13 -- RESULTS OF OPERATIONS FOR 1997
The Company's results of operations for the year ended December 31, 1997,
restated for discontinued operations (see Note 3), are as follows:
<TABLE>
<S> <C>
Revenues.................................................... $2,897,982
Costs and expenses:
Cost of sales............................................. 1,484,175
Selling, general and administrative expenses.............. 1,031,585
----------
2,515,760
Operating profit............................................ 382,222
Interest expense............................................ (42,288)
Interest income............................................. 2,543
Equity loss................................................. (1,878)
Other, net.................................................. 5,324
----------
Income from continuing operations before income tax
provision................................................. 345,923
Income tax provision........................................ 138,187
----------
Income from continuing operations........................... 207,736
Income from discontinued operations, net of income taxes.... 42,576
----------
Net income.................................................. 250,312
Preferred dividend requirements............................. 32,481
----------
Earnings applicable to common shareholders.................. $ 217,831
==========
Basic earnings per share:
Continuing operations..................................... $ 1.89
Discontinued operations................................... .46
----------
Basic earnings per share.................................... $ 2.35
==========
Diluted earnings per share:
Continuing operations..................................... $ 1.84
Discontinued operations................................... .45
----------
Diluted earnings per share.................................. $ 2.29
==========
Weighted average shares outstanding:
Basic..................................................... 92,572
==========
Diluted................................................... 94,930
==========
</TABLE>
12
<PAGE> 13
THE TIMES MIRROR COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
In the second quarter of 1998, the Company reached agreements to divest its
legal publisher Matthew Bender & Company, Incorporated (Matthew Bender), its 50%
ownership interest in legal citation provider Shepard's, and its health sciences
publisher Mosby, Inc. (Mosby). On July 31, 1998, the Company completed the
divestiture of Matthew Bender in a tax-free reorganization and the sale of the
Company's interest in Shepard's to Reed Elsevier plc. The two transactions were
valued at $1.65 billion in the aggregate. A second request for information has
been received from the Department of Justice in connection with the divestiture
of Mosby. While the Company will continue to operate Mosby until the expected
closing of the transaction later in the 1998 third quarter, Mosby, along with
Matthew Bender and the Shepard's joint venture, are reported as discontinued
operations for all periods presented.
In anticipation of the expected impact of the divestitures, the Company has
begun a comprehensive review of its business configurations, operating systems
and other investments to determine economically attractive actions it can take
to prepare for future growth. The 1998 second-quarter pre-tax restructuring and
one-time charges of $39.7 million ($24.7 million after applicable income taxes)
represent the first portion of this program, which will likely continue through
the balance of the year. In aggregate, the Company expects pre-tax charges in
1998 from this program to be between $225 million and $275 million, or $1.80 to
$2.15 per share. The program is anticipated to produce an annual savings of
approximately $25.0 million, beginning in 1999.
In addition, the pace of share repurchase activity will be accelerated to
result in the repurchase of approximately 9.0 million shares of Series A common
stock in 1998. The Company purchased 2.1 million shares through the 1998 second
quarter. On July 27, 1998, the Company entered into a forward purchase contract
to purchase 2.0 million shares of Series A common stock. Additionally, 2.7
million shares of Series A common stock were purchased subsequent to June 30,
1998.
13
<PAGE> 14
THE TIMES MIRROR COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
CONSOLIDATED RESULTS OF OPERATIONS
The following table summarizes the Company's consolidated financial results
(dollars in thousands, except per share amounts):
<TABLE>
<CAPTION>
SECOND QUARTER ENDED YEAR TO DATE ENDED
JUNE 30, JUNE 30,
-------------------- ------------------------
1998 1997 1998 1997
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues..................................... $760,574 $719,106 $1,478,226 $1,399,445
Restructuring and one-time charges........... 39,697 39,697
Operating profit............................. 83,309 111,107 170,666 193,246
Interest expense, net........................ (16,555) (7,672) (26,980) (14,558)
Other, net................................... 10,026 1,248 14,421 1,408
Income from continuing operations............ 44,015 60,473 88,644 102,761
Income from discontinued operations, net of
income taxes............................... 5,186 5,513 5,818 8,458
Net income................................... 49,201 65,986 94,462 111,219
Preferred dividend requirements.............. 5,424 8,266 10,848 19,177
Earnings applicable to common shareholders... 43,777 57,720 83,614 92,042
Basic earnings per share:
Continuing operations...................... $ .44 $ .54 $ .88 $ .88
Discontinued operations.................... .06 .06 .07 .09
-------- -------- ---------- ----------
Basic earnings per share..................... $ .50 $ .60 $ .95 $ .97
======== ======== ========== ==========
Diluted earnings per share:
Continuing operations...................... $ .43 $ .53 $ .86 $ .85
Discontinued operations.................... .06 .05 .06 .09
-------- -------- ---------- ----------
Diluted earnings per share................... $ .49 $ .58 $ .92 $ .94
======== ======== ========== ==========
</TABLE>
Growth in each of the Company's three business segments led to higher
revenues for both the second quarter and the year to date ended June 30, 1998,
with particular strength in the Newspaper Publishing segment.
Consolidated operating profit excluding restructuring and one-time charges
for the 1998 second quarter rose to $123.0 million, or 11%, compared with $111.1
million in the 1997 second quarter, reflecting improved results in the Newspaper
Publishing and Professional Information segments, as well as lower Corporate and
Other expenses, partially offset by reduced operating profit in Magazine
Publishing. For the year to date ended June 30, 1998, Newspaper Publishing's
operating profit excluding restructuring and one-time charges declined slightly
compared to the same prior year period due to higher newsprint expense and
increased investments in circulation growth, particularly at the Los Angeles
Times. Higher newsprint expense along with the Company's continuing spending to
build advertising and circulation volume growth, particularly at The Times, is
expected to result in newspaper operating costs rising faster in 1998 than in
1997.
Diluted earnings per share for 1998 benefited from lower preferred dividend
requirements and a reduction in average shares outstanding. Preferred dividend
requirements in 1998 declined due to the Company's redemption of its Series B
preferred stock and a recapitalization in 1997.
Net interest expense for the second quarter and the year to date ended June
30, 1998 was higher than the prior year periods due primarily to increased debt
levels attributable to common stock repurchases, new acquisitions and the
recapitalization in the third quarter of 1997.
14
<PAGE> 15
THE TIMES MIRROR COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
ANALYSIS BY SEGMENT
The following sections discuss the revenues and operating results of the
Company's principal lines of businesses, excluding the 1998 restructuring and
one-time charges of $39.7 million, unless specifically stated otherwise. All
comments, except where noted, apply to both the second quarter and the year to
date ended June 30, 1998 compared to the same prior year periods.
NEWSPAPER PUBLISHING
Newspaper Publishing revenues and operating profit were as follows (dollars
in thousands):
<TABLE>
<CAPTION>
SECOND QUARTER ENDED JUNE 30, YEAR TO DATE ENDED JUNE 30,
------------------------------- --------------------------------
1998 1997 CHANGE 1998 1997 CHANGE
--------- --------- ------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
Revenues
Advertising............... $454,799 $419,875 8.3% $ 870,435 $ 811,078 7.3%
Circulation............... 109,634 109,536 0.1 216,162 218,001 (0.8)
Other..................... 21,298 13,547 57.2 42,055 25,391 65.6
-------- -------- ---------- ----------
$585,731 $542,958 7.9% $1,128,652 $1,054,470 7.0%
======== ======== ========== ==========
Operating profit............ $ 85,259 $115,295 (26.1)% $ 175,413 $ 210,559 (16.7)%
======== ======== ========== ==========
Operating profit excluding
restructuring and one-time
charges................... $120,109 $115,295 4.2% $ 210,263 $ 210,559 (0.1)%
======== ======== ========== ==========
</TABLE>
Newspaper Publishing revenues rose with gains in advertising at each of the
Company's newspapers. The Company's Eastern Newspapers continued to show strong
advertising revenue growth, particularly in classified advertising aided, in
part, by the 1997 second-half acquisition of This Week Publications, Inc.
Advertising revenues increased at The Times, the Company's largest newspaper,
primarily due to strength in retail advertising and the acquisition of Recycler
in the second quarter of 1998. Excluding acquisitions, advertising revenues rose
6% and 5% for the second quarter and year to date ended June 30, 1998,
respectively, compared to the same prior year periods.
Daily circulation volume gains continued at the Company's three largest
newspapers, particularly at The Times. While pricing and promotional discount
programs continued in the 1998 second quarter, circulation revenues increased
slightly compared to the 1997 second quarter due primarily to the acquisition of
Recycler.
Segment operating profit for the 1998 second quarter improved on the higher
revenue despite the increase in newsprint expense. Newsprint expense in the
second quarter of 1998 rose 22%, as average prices rose 12% and consumption
increased 9% compared to the same prior year quarter. Non-newsprint costs for
the 1998 second quarter rose 6% compared to the same prior year period,
reflecting, in part, the 1997 second-half acquisitions of weeklies and shoppers
and the acquisition of Recycler. For the year to date ended June 30, 1998,
operating profit declined slightly compared to the same prior year period due to
higher newsprint expense along with the Company's continuing spending to build
advertising and circulation volume growth, particularly at The Times. Newsprint
expense for the year to date ended June 30, 1998 rose 23%, as average prices
rose 15% and consumption increased 7% compared to the same prior year period.
Non-newsprint costs rose 6% for the year to date ended June 30, 1998 compared to
the same prior year period. Excluding acquisitions, non-newsprint costs rose 1%
and 2% in the second quarter and year to date ended June 30, 1998, respectively,
compared to the same prior year periods.
Newspaper Publishing segment's restructuring and one-time charges totaled
$34.9 million in the second quarter of 1998. These charges relate primarily to
contract buyout costs and are expected to be paid out through the year 2005.
15
<PAGE> 16
THE TIMES MIRROR COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
PROFESSIONAL INFORMATION
Professional Information revenues and operating profit were as follows
(dollars in thousands):
<TABLE>
<CAPTION>
SECOND QUARTER ENDED JUNE 30, YEAR TO DATE ENDED JUNE 30,
------------------------------- ----------------------------
1998 1997 CHANGE 1998 1997 CHANGE
--------- --------- ------- -------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Revenues....................... $110,049 $104,581 5.2% $215,783 $201,941 6.9%
======== ======== ======== ========
Operating profit............... $ 12,204 $ 14,699 (17.0)% $ 29,162 $ 26,825 8.7%
======== ======== ======== ========
Operating profit excluding
restructuring and one-time
charges...................... $ 17,051 $ 14,699 16.0% $ 34,009 $ 26,825 26.8%
======== ======== ======== ========
</TABLE>
Professional Information segment's results reflect the divestiture of
Matthew Bender/Shepard's and the pending disposition of Mosby, both of which
have been reported as discontinued operations. Professional Information revenues
from continuing operations increased due primarily to the 1997 third quarter
acquisition of Krames Communications Incorporated, a publisher of
consumer-oriented health education information. Operating profit rose due to
improved performance at AchieveGlobal, the Company's training company, as well
as the acquisition of Krames.
Professional Information segment's restructuring and one-time charges
totaled $4.8 million in the second quarter of 1998.
MAGAZINE PUBLISHING
Magazine Publishing revenues and operating profit were as follows (dollars
in thousands):
<TABLE>
<CAPTION>
SECOND QUARTER ENDED JUNE 30, YEAR TO DATE ENDED JUNE 30,
----------------------------- ----------------------------
1998 1997 CHANGE 1998 1997 CHANGE
-------- -------- ------- -------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Revenues......................... $59,623 $59,511 0.2% $125,268 $117,387 6.7%
======= ======= ======== ========
Operating profit................. $ 1,953 $ 5,268 (62.9)% $ 1,730 $ 7,859 (78.0)%
======= ======= ======== ========
</TABLE>
The acquisitions of TransWorld Skateboarding and Warp in April 1997, as
well as Ride BMX, SNAP and InterZine Productions, Inc. in the first quarter of
1998, contributed to higher revenues. The pace of magazine advertising revenues
slowed in the 1998 second quarter which was offset by higher circulation
revenues, primarily from newsstand sales. Operating profit declined due to the
ongoing investment in the relaunch of The Sporting News, higher paper costs and
expenses related to new acquisitions.
CORPORATE AND OTHER
Corporate and Other revenues and operating loss were as follows (dollars in
thousands):
<TABLE>
<CAPTION>
SECOND QUARTER ENDED JUNE 30, YEAR TO DATE ENDED JUNE 30,
------------------------------ ------------------------------
1998 1997 CHANGE 1998 1997 CHANGE
-------- -------- ------ -------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Revenues................... $ 4,966 $ 12,179 (59.2)% $ 8,689 $ 26,014 (66.6)%
======== ======== ======== ========
Operating loss............. $(16,107) $(24,155) (33.3)% $(35,639) $(51,997) (31.5)%
======== ======== ======== ========
</TABLE>
The decline in revenues was attributable to the divestitures of two
publishing operations in mid-1997. Operating loss decreased from the prior year
due to the absence of operating losses from divested businesses and certain
information systems costs incurred in 1997, as well as lower employee benefit
costs.
16
<PAGE> 17
THE TIMES MIRROR COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
OTHER INCOME
For the second quarter and year to date ended June 30, 1998, the Company
had gains on the disposition of incidental properties which were partially
offset by equity losses related to certain of its new media initiatives.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operating cash requirements are funded primarily by its
operations. For the year to date ended June 30, 1998, cash generated from
operating activities and proceeds from borrowings have been used primarily to
fund acquisitions and share repurchases. At June 30, 1998, the Company had a
$400 million long-term revolving line of credit through a group of domestic and
international banks. This line of credit is used to support a commercial paper
program which is available for short-term cash requirements. The Company had
approximately $283.5 million of commercial paper outstanding at June 30, 1998
under this credit facility.
ACQUISITION AND DISPOSITIONS
On April 30, 1998, the Company acquired the Los Angeles area business of EZ
Buy & EZ Sell Recycler Corporation (Recycler), consisting primarily of the
Recycler publications in the Los Angeles, Orange, Riverside, San Bernardino and
Ventura counties and a portion of Santa Barbara county for $188.7 million. The
Company also invested in preferred stock and provided a term loan to Target
Media Partners, a new entity that owns all of the non-Los Angeles area assets of
Recycler for a total amount of $34.8 million.
On July 31, 1998, the Company completed the divestiture of Matthew Bender
in a tax-free reorganization and the sale of the Company's 50% ownership
interest in Shepard's to Reed Elsevier plc. The two transactions were valued at
$1.65 billion in the aggregate. Concurrently with the closing of the Matthew
Bender transaction, the Company became the sole manager of Liberty Bell I, LLC
(Liberty Bell I), the principal asset of which was approximately $1.38 billion
of cash. Subsequent to such closing, Liberty Bell I purchased 2.7 million shares
of the Company's Series A common stock. The Company intends to deploy the
remaining assets of Liberty Bell I to finance acquisitions and investments,
including purchases of the Company's common stock, and does not intend to use
those funds for the Company's working capital purposes or to retire the
Company's debt. Proceeds from the sale of Shepard's were used to pay down
commercial paper and short-term borrowings of $222.4 million.
The Company also signed a definitive agreement on May 6, 1998 for Harcourt
General, Inc. to acquire Mosby in a transaction valued at $415 million. A second
request for information has been received from the Department of Justice in
connection with the review of Mosby. The divestiture of Mosby is expected to be
completed in the 1998 third quarter.
COMMON SHARE REPURCHASES
The Company repurchased 2.1 million and 6.5 million shares of its Series A
common stock during the year to date periods ended June 30, 1998 and 1997,
respectively. On July 27, 1998, the Company entered into a forward purchase
contract to purchase 2.0 million shares of Series A common stock. Additionally,
Liberty Bell I purchased 2.7 million shares of Series A common stock subsequent
to June 30, 1998. The Company believes that the purchase of shares of its common
stock by Liberty Bell I is an attractive investment for Liberty Bell I that will
also enhance Times Mirror shareholder value as well as offset dilution from the
shares of common stock issued under the Company's stock-based employee
compensation and benefit programs. Repurchases are expected to be made in the
open market or in private transactions, depending on market conditions, and may
be discontinued at any time. In connection with this program, the Company from
time to time sells put options on its common stock.
17
<PAGE> 18
THE TIMES MIRROR COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
CASH FLOW
The following table sets forth certain items from the Statements of
Condensed Consolidated Cash Flows (dollars in millions):
<TABLE>
<CAPTION>
YEAR TO DATE ENDED
JUNE 30,
------------------
1998 1997
------- -------
<S> <C> <C>
Net cash provided by operating activities of continuing
operations................................................ $ 89.0 $ 125.5
Acquisitions, net of cash acquired.......................... (193.2) (7.6)
Capital expenditures........................................ (56.9) (46.5)
Repurchase of common stock.................................. (130.6) (331.4)
Issuance of debt............................................ 434.1 196.0
</TABLE>
Cash generated by operating activities of continuing operations for the
year to date ended June 30, 1998 was lower compared to the same period in 1997
due primarily to higher interest payments and restructuring expenditures, as
well as lower operating profit which was partially offset by a reduction in tax
payments.
Capital expenditures for the year to date ended June 30, 1998 were higher
compared to the same period in 1997 due primarily to investments for upgrades
and enhancements in the Newspaper Publishing segment. Capital expenditures for
1998 are expected to be higher than the 1997 levels due to the Company's
continuing investments for future growth, particularly in the Newspaper
Publishing segment.
Total debt at June 30, 1998 rose to $1.46 billion from $1.06 billion at
December 31, 1997 due to the issuance of commercial paper and short-term
borrowings.
DIVIDENDS
Cash dividends of $.36 and $.25 per share of common stock were declared for
the year to date ended June 30, 1998 and 1997, respectively.
FORWARD-LOOKING STATEMENTS
The forward-looking statements set forth above and elsewhere in this
Quarterly Report on Form 10-Q are subject to uncertainty and could be adversely
affected by a number of factors. Some of these factors are described in Note 9
to the Condensed Consolidated Financial Statements.
18
<PAGE> 19
THE TIMES MIRROR COMPANY
BUSINESS SEGMENT INFORMATION(1)
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SECOND QUARTER ENDED YEAR TO DATE ENDED
JUNE 30, JUNE 30,
-------------------- ------------------------
1998 1997 1998 1997
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES
Newspaper Publishing....................... $585,731 $542,958 $1,128,652 $1,054,470
Professional Information................... 110,049 104,581 215,783 201,941
Magazine Publishing........................ 59,623 59,511 125,268 117,387
Corporate and Other........................ 4,966 12,179 8,689 26,014
Intersegment Revenues...................... 205 (123) (166) (367)
-------- -------- ---------- ----------
$760,574 $719,106 $1,478,226 $1,399,445
======== ======== ========== ==========
OPERATING PROFIT (LOSS)(2)
Newspaper Publishing....................... $ 85,259 $115,295 $ 175,413 $ 210,559
Professional Information................... 12,204 14,699 29,162 26,825
Magazine Publishing........................ 1,953 5,268 1,730 7,859
Corporate and Other........................ (16,107) (24,155) (35,639) (51,997)
-------- -------- ---------- ----------
$ 83,309 $111,107 $ 170,666 $ 193,246
======== ======== ========== ==========
DEPRECIATION AND AMORTIZATION
Newspaper Publishing....................... $ 29,617 $ 27,256 $ 58,582 $ 53,788
Professional Information................... 5,083 4,594 10,102 9,203
Magazine Publishing........................ 2,018 1,775 3,963 3,395
Corporate and Other........................ 1,831 1,294 3,497 2,559
-------- -------- ---------- ----------
$ 38,549 $ 34,919 $ 76,144 $ 68,945
======== ======== ========== ==========
CAPITAL EXPENDITURES
Newspaper Publishing....................... $ 25,873 $ 20,224 $ 43,105 $ 31,051
Professional Information................... 5,051 2,707 9,033 5,414
Magazine Publishing........................ 413 361 846 923
Corporate and Other........................ 1,600 4,891 3,934 9,071
-------- -------- ---------- ----------
$ 32,937 $ 28,183 $ 56,918 $ 46,459
======== ======== ========== ==========
</TABLE>
- ---------------
(1) Represents activity from continuing operations.
(2) Includes 1998 second quarter restructuring and one-time charges as follows
(in thousands):
<TABLE>
<S> <C>
Newspaper Publishing................... $34,850
Professional Information............... 4,847
-------
$39,697
=======
</TABLE>
19
<PAGE> 20
THE TIMES MIRROR COMPANY
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No material legal proceedings are pending.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
(a) The Company's Annual Meeting of Shareholders was held on May 7, 1998.
(c) At the Annual Meeting of Shareholders, the following matters were voted
upon: the election of four persons to Class III of the Board of Directors of the
Company and the ratification of the appointment of Ernst & Young LLP, as
independent auditors for the Company and its subsidiaries for the year ending
December 31, 1998.
The results of the voting on matters presented at the Company's Annual
Meeting of Shareholders were as follows:
<TABLE>
<CAPTION>
VOTES
DESCRIPTION VOTES FOR WITHHELD
----------- ----------- ---------
<S> <C> <C>
Election of Directors
Gwendolyn Garland Babcock.......................... 285,812,531 1,029,568
Clayton W. Frye, Jr................................ 285,986,872 855,227
William Stinehart, Jr.............................. 285,482,232 1,359,867
Mark H. Willes..................................... 285,935,107 906,992
</TABLE>
There were no abstentions or broker non-votes on the election of Directors.
<TABLE>
<CAPTION>
VOTES BROKER
DESCRIPTION VOTES FOR AGAINST ABSTENTIONS NON-VOTES
----------- ----------- ------- ----------- ---------
<S> <C> <C> <C> <C>
Ratification of the appointment of Ernst & Young
LLP............................................... 286,453,399 143,812 244,888 0
</TABLE>
ITEM 5. OTHER MATTERS
Shareholder proposals submitted pursuant to Rule 14a-8 of the Securities
Exchange Act of 1934 must be received by the Company on or before November 27,
1998 to be considered for inclusion in the proxy statement for the 1999 Annual
Meeting of Shareholders, which is expected to be held on May 6, 1999. Management
of the Company may exercise discretionary voting authority with respect to any
shareholder proposal that is not submitted for inclusion pursuant to Rule 14a-8
in the proxy statement for the 1999 Annual Meeting of Shareholders if such
proposal is received by the Company after April 6, 1999. To be presented at a
shareholders' meeting, any shareholder proposal must comply with, among other
things, the requirements of the Company's Restated Certificate of Incorporation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<C> <S>
3. Restated Bylaws of Times Mirror.
12. Ratio of Earnings to Fixed Charges and Ratio of Earnings to
Fixed Charges and Preferred Dividends.
27. Financial Data Schedules.
</TABLE>
20
<PAGE> 21
THE TIMES MIRROR COMPANY
(b) The Company filed a report on Form 8-K dated April 27, 1998 announcing
that Reed Elsevier plc would acquire Matthew Bender & Company, Incorporated and
the Company's 50% ownership interest in Shepard's in a transaction valued at
$1.65 billion.
The Company filed a report on Form 8-K dated May 1, 1998 announcing the
completion of its acquisition of the EZ Buy and EZ Sell Recycler Corporation's
Los Angeles area publications and the formation of a new company, Target Media
Partners, jointly owned by the Company, DLJ Merchant Banking Partners, and
former Recycler management and other shareholders. Target Media would own and
operate the remaining Recycler publications outside of the Los Angeles area.
The Company filed a report on Form 8-K dated May 6, 1998 announcing that
Harcourt General, Inc. had signed a definitive agreement to acquire Mosby, Inc.,
Times Mirror's professional health sciences publishing business, in a
transaction valued at $415 million.
21
<PAGE> 22
SIGNATURE
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
By: /s/ THOMAS UNTERMAN
--------------------------------------
Thomas Unterman
Executive Vice President and
Chief Financial Officer
Date: August 13, 1998
22
<PAGE> 1
EXHIBIT 3
THE TIMES MIRROR COMPANY
(A DELAWARE CORPORATION)
RESTATED BYLAWS
(INCORPORATING AMENDMENT DATED MARCH 5, 1998)
EFFECTIVE MAY 7, 1998
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of The Times Mirror
Company (hereinafter called the Corporation) shall be in the City of Wilmington,
County of New Castle, State of Delaware.
SECTION 2. Principal Office. The principal office for the transaction
of the business of the Corporation shall be at Times Mirror Square, in the City
of Los Angeles, County of Los Angeles, State of California. The Board of
Directors (hereinafter called the Board) is hereby granted full power and
authority to change said principal office from one location to another.
SECTION 3. Other Offices. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board may from time to time determine or as the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. All annual meetings of stockholders and
all other meetings of stockholders shall be held either at the principal office
or at any other place within or without the State of Delaware which may be
designated by the Board pursuant to authority hereinafter granted to said Board.
SECTION 2. Annual Meetings. Annual meetings of the stockholders of the
Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.
SECTION 3. Special Meetings. Special meetings of the stockholders of
the Corporation for any purpose or purposes may only be called in accordance
with the provisions in the Certificate of Incorporation.
<PAGE> 2
SECTION 4. Notice of Meetings. Except as otherwise required by law,
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him personally, or by
depositing such notice in the United States mail, in a postage prepaid envelope,
directed to him at his post office address furnished by him to the Secretary of
the Corporation for such purpose or, if he shall not have furnished to the
Secretary his address for such purpose, then at his post office address last
known to the Secretary, or by transmitting a notice thereof to him at such
address by telegraph, cable or wireless. Except as otherwise expressly required
by law, no publication of any notice of a meeting of the stockholders shall be
required. Every notice of a meeting of the stockholders shall state the place,
date and hour of the meeting, and, in the case of a special meeting, shall also
state the purpose for which the meeting is called. Notice of any meeting of
stockholders shall not be required to be given to any stockholder to whom notice
may be omitted pursuant to applicable Delaware law or who shall have waived such
notice and such notice shall be deemed waived by any stockholder who shall
attend such meeting in person or by proxy, except a stockholder who shall attend
such meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Except as otherwise expressly required by law, notice of any
adjourned meeting of the stockholders need not be given if the time and place
thereof are announced at the meeting at which the adjournment is taken.
SECTION 5. Quorum. Except as otherwise required by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof. Subject to the
requirement of a larger percentage vote contained in the Certificate of
Incorporation, these Bylaws or by statute, the stockholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.
In the absence of a quorum at any meeting or any adjournment thereof, a majority
in voting interest of the stockholders present in person or by proxy and
entitled to vote thereat or, in the absence therefrom of all the stockholders,
any officer to preside at, or to act as secretary of, such meeting may adjourn
such meeting from time to time. At any such adjourned meeting at which a quorum
is present any business may be transacted which might have been transacted at
the meeting as originally called.
SECTION 6. Voting. (a) Each stockholder shall, at each meeting of the
stockholders, be entitled to vote in person or by proxy each share of the stock
of the Corporation having voting rights on the matter in question and which
shall have been held by him and registered in his name on the books of the
Corporation:
(i) on the date fixed pursuant to Article VI, Section 5 of
these Bylaws as the record date for the determination of stockholders entitled
to notice of and to vote at such meeting, or
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(ii) if no such record date shall have been so fixed, then (a)
at the close of business on the day next preceding the day on which notice of
the meeting shall be given or (b) if notice of the meeting shall be waived, at
the close of business on the day next preceding the day on which the meeting
shall be held.
(b) Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to vote, unless in the transfer by the pledgor on the books of the Corporation
he shall have expressly empowered the pledgee to vote thereon, in which case
only the pledgee, or his proxy, may represent such stock and vote thereon. Stock
having voting power standing of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety or otherwise, or with respect to which two or more
persons have the same fiduciary relationship, shall be voted in accordance with
the provisions of the General Corporation Law of the State of Delaware.
(c) Any such voting rights may be exercised by the stockholder entitled
thereto in person or by his proxy appointed by an instrument in writing,
subscribed by such stockholder or by his attorney thereunto authorized and
delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders all
matters, except as otherwise provided in the Certificate of Incorporation, in
these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.
SECTION 7. List of Stockholders. The Secretary of the Corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, of not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
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SECTION 8. Judges. If at any meeting of stockholders a vote by written
ballot shall be taken on any question, the chairman of such meeting may appoint
a judge or judges to act with respect to such vote. Each judge so appointed
shall first subscribe an oath faithfully to execute the duties of a judge at
such meeting with strict impartiality and according to the best of his ability.
Such judges shall decide upon the qualification of the voters and shall certify
and report the number of shares represented at the meeting and entitled to vote
on such question, determine the number of votes entitled to be cast by each
share, conduct and accept the votes, and, when the voting is completed,
ascertain and report the number of shares voted respectively for and against the
question, and determine and retain for a reasonable period a record of the
disposition of any challenge made to any determination made by such judges.
Reports of judges shall be in writing and subscribed and delivered by them to
the Secretary of the Corporation. The judges need not be stockholders of the
Corporation, and any officer of the Corporation may be a judge on any question
other than a vote for or against a proposal in which he shall have a material
interest. The judges may appoint or retain other persons or entities to assist
the judges in the performance of the duties of the judges.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. Subject to any requirements in the
Certificate of Incorporation, the Bylaws, and of the Delaware General
Corporation Law as to action which must be authorized or approved by the
stockholders, any and all corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be under the
direction of the Board to the fullest extent permitted by law. Without limiting
the generality of the foregoing, it is hereby expressly declared that the
directors shall have the following powers, to wit:
First - To select and remove all officers, agents and employees of the
Corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the Certificate of Incorporation or the Bylaws, fix
their compensation, and require from them security for faithful service.
Second - To conduct, manage and control the affairs and business of the
Corporation, and to make such rules and regulations therefor not inconsistent
with law, or with the Certificate of Incorporation or the Bylaws, as they may
deem best.
Third - To change the location of the registered office of the
Corporation in Article I, Section I hereof; to change the principal office and
the principal office for the transaction of the business of the Corporation from
one location to another as provided in Article I, Section 2, hereof; to fix and
locate from time to time one or more subsidiary offices of the Corporation
within or without the State of Delaware as provided in Article I, Section 3
hereof; to designate any place within or without the State of Delaware for the
holding of any stockholders' meeting or meetings; and to adopt, make and use a
corporate seal, and to prescribe the forms of certificates of stock, and to
alter the form of such seal and of such certificates from time to
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time, as in their judgment they may deem best, provided such seal and such
certificate shall at all times comply with the provisions of law.
Fourth - To authorize the issue of shares of stock of the Corporation
from time to time, upon such terms and for such considerations as may be lawful.
Fifth - To borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust and
securities therefor.
Sixth - By resolution adopted by a majority of the authorized number of
directors, to designate an executive and other committees, each consisting of
one or more directors, to serve at the pleasure of the Board, and to prescribe
the manner in which proceedings of such committee shall be conducted. Unless the
Board or these Bylaws shall otherwise prescribe the manner of proceedings of any
such committee, meetings of such committee may be regularly scheduled in advance
and may be called at any time by the chairman of the committee or by any two
members thereof; otherwise, the provisions of these Bylaws with respect to
notice and conduct of meetings of the Board shall govern. Any such committee, to
the extent provided in a resolution of the Board and subject to any restrictions
or limitations on the delegation of power and authority imposed by applicable
Delaware law, shall have and may exercise all of the powers and authority of the
Board.
SECTION 2. Number and Term of Office. The authorized number of
directors of this Corporation shall be not less than ten (10) nor more than
twenty (20) until this Section 2 is amended by a resolution duly adopted by the
directors or by the shareholders, in either case in accordance with the
provisions of Article XVI of the Certificate of Incorporation. The authorized
number of directors shall be fixed at eleven (11) until such authorized number
is changed by a resolution duly adopted by the directors or by the shareholders,
in either case in accordance with the provisions of Article XVI of the
Certificate of Incorporation. Directors need not be shareholders. Each of the
directors of the Corporation shall serve until his or her term has expired and
his or her successor is elected and qualified, or until his or her earlier
death, resignation or removal.
SECTION 3. Election of Directors. The directors shall be elected by the
stockholders of the Corporation, and at each election the persons receiving the
greatest number of votes, up to the number of directors then to be elected,
shall be the persons then elected. The election of directors is subject to any
provision contained in the Certificate of Incorporation relating thereto,
including any provision for a classified Board and for cumulative voting.
SECTION 4. Resignations. Any director of the Corporation may resign at
any time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately upon
receipt; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
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SECTION 5. Vacancies. Except as otherwise provided in the Certificate
of Incorporation, any vacancy on the Board, whether because of death,
resignation, disqualification, an increase in the number of directors, or any
other cause, may be filled by vote of the majority of the remaining directors,
although less than a quorum. Each director so chosen to fill a vacancy shall
hold office until his successor shall have been elected and shall qualify or
until he shall resign or shall have been removed.
No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.
SECTION 6. Place of Meeting. The Board or any committee thereof may
hold any of its meetings at such place or places within or without the State of
Delaware as the Board or such committee may from time to time by resolution
designate or as shall be designated by the person or persons calling the meeting
or in the notice or a waiver of notice of any such meeting. Directors may
participate in any regular or special meeting of the Board or any committee
thereof by means of conference telephone or similar communications equipment
pursuant to which all persons participating in the meeting of the Board or such
committee can hear each other, and such participation shall constitute presence
in person at such meeting.
SECTION 7. First Meeting. The Board shall meet as soon as practicable
after each annual election of directors and notice of such first meeting shall
not be required.
SECTION 8. Regular Meetings. Regular meetings of the Board may be held
at such times as the Board shall from time to time by resolution determine. If
any day fixed for a regular meeting shall be a legal holiday at the place where
the meeting is to be held, then the meeting shall be held at the same hour and
place on the next succeeding business day not a legal holiday. Except as
provided by law, notice of regular meetings need not be given.
SECTION 9. Special Meetings. Special meetings of the Board for any
purpose or purposes shall be called at any time by the Chairman of the Board or,
if he is absent or unable or refuses to act, by the President or, if he is
absent or unable or refuses to act, or by the Executive Vice President, or if he
is absent or unable or refuses to act, by any Senior Vice President or by any
Vice President or by any two directors. Except as otherwise provided by law or
by these Bylaws, written notice of the time and place of special meetings shall
be delivered personally to each director, or sent to each director by mail or by
other form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records of the Corporation, or if it is not
shown on such records and is not readily ascertainable, at the place in which
the meetings of the directors are regularly held. In case such notice is mailed
or telegraphed, it shall be deposited in the United States mail or delivered to
the telegraph company in the County in which the principal office for the
transaction of the business of the Corporation is located at least forty-eight
(48) hours prior to the time of the holding of the meeting. In case such notice
is delivered personally as above provided, it shall be so delivered at least
twenty-four (24) hours prior to the time of the holding of the meeting. Such
mailing, telegraphing or delivery as above provided shall be due, legal and
personal notice to such director. Except where otherwise required by law or by
these Bylaws, notice of the purpose of a special meeting need not be given.
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Notice of any meeting of the Board shall not be required to be given any
director who is present at such meeting, except a director who shall attend such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.
SECTION 10. Quorum and Manner of Acting. Except as otherwise provided
in these Bylaws, the Certificate of Incorporation or by applicable law, the
presence of a majority of the authorized number of directors shall be required
to constitute a quorum for the transaction of business at any meeting of the
Board, and all matters shall be decided at any such meeting, a quorum being
present, by the affirmative votes of a majority of the directors present. A
meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, provided any action taken is
approved by at least a majority of the required quorum for such meeting. In the
absence of a quorum, a majority of directors present at any meeting may adjourn
the same from time to time until a quorum shall be present. Notice of any
adjourned meeting need not be given. The directors shall act only as a Board,
and the individual directors shall have no power as such.
SECTION 11. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if consent in writing is given thereto by all members of the
Board or of such committee, as the case may be, and such consent is filled with
the minutes of proceedings of the Board or committee.
SECTION 12. Compensation. Directors who are not employees of the
Corporation or any of its subsidiaries may receive an annual fee for their
services as directors in an amount fixed by resolution of the Board, and in
addition, a fixed fee, with or without expenses of attendance, may be allowed by
resolution of the Board for attendance at each meeting, including each meeting
of a committee of the Board. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity as an
officer, agent, employee, or otherwise, and receiving compensation therefor.
SECTION 13. Committees. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution of the Board and subject to any
restrictions or limitations on the delegation of power and authority imposed by
applicable Delaware law, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it. Any such committee shall keep written minutes of
its meetings and report the same to the Board at the next regular meeting of the
Board.
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ARTICLE IV
OFFICERS
SECTION 1. Officers. The officers of the Corporation shall be a
Chairman of the Board, one or more Vice Chairmen of the Board, a President, one
or more Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, a
Secretary, a Treasurer, a Controller, one or more Assistant Secretaries,
Assistant Treasurers, and Assistant Controllers, and such other officers as may
be appointed at the discretion of the Board in accordance with the provisions of
Section 3 of this Article IV. One person may hold two or more offices, except
that the Secretary may not hold the offices of Chairman of the Board or
President.
SECTION 2. Election. The officers of the Corporation, except such
officers as may be appointed or elected in accordance with the provisions of
Section 3 or Section 5 of this Article IV, shall be chosen annually by the Board
at the organization meeting hereof, and each shall hold office until he or she
shall resign or shall be removed or otherwise disqualified to serve, or his or
her successor shall be elected and qualified.
SECTION 3. Other Officers. In addition to the officers chosen annually
by the Board at its organization meeting, the Board also may appoint or elect
such other officers as the business of the Corporation may require, each of whom
shall have such authority and perform such duties as are provided in these
Bylaws or as the Board may from time to time specify, and shall hold office
until he or she shall resign or shall be removed or otherwise disqualified to
serve, or his or her successor shall be elected and qualified.
SECTION 4. Removal and Resignation. Any officer may be removed, either
with or without cause, by a majority of the directors at the time in office, at
any regular or special meeting of the Board, or, except in case of an officer
chosen by the Board, by any officer upon whom such power of removal may be
conferred by the Board.
Any officer may resign at any time by giving written notice to the
Board or to the President or to the Secretary of the Corporation. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 5. Vacancies. A vacancy is any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the Bylaws for regular appointments to such office.
SECTION 6. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the stockholders and all meetings of the Board of
Directors of the Corporation and shall exercise and perform any other powers and
duties that are assigned to him by the Board of Directors of the Corporation or
by these Bylaws. He shall be a member of the Executive Committee and shall be an
ex officio member of all other committees.
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SECTION 7. Chief Executive Officer. The Chief Executive Officer of the
Corporation shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and affairs of the
Corporation. He shall have the general powers and duties of management usually
vested in the Chief Executive Officer of a Corporation and shall have such other
powers and duties as may be prescribed by the Board of Directors or by these
Bylaws.
SECTION 8. Vice Chairmen of the Board. The Vice Chairmen of the Board
shall exercise and may perform such powers and duties as may be assigned to them
by the Chairman of the Board, or by the Board, or as may be prescribed by the
Bylaws. In the absence or disability of the Chairman of the Board, or in the
event and during the period of a vacancy in that office, the Vice Chairmen, in
order of their rank as fixed by the Board or, if not ranked, the Vice Chairman
designated by the Board, shall preside at all meetings of the stockholders and
at all meetings of the Board.
SECTION 9. President. The President shall exercise and may perform such
powers and duties with respect to the administration of the business and affairs
of the Corporation as may from time to time be assigned by the Chairman of the
Board, or by the Board, or as may be prescribed by the Bylaws. In the absence or
disability of the Chairman of the Board and Vice Chairmen of the Board, or in
the event and during the period of a vacancy in such office, the President shall
perform all the duties of the Chairman of the Board and when so acting shall
have all of the powers of, and be subject to all the restrictions upon, the
Chairman of the Board and Chief Executive Officer of the Corporation.
SECTION 10. Executive Vice Presidents. The Executive Vice Presidents
shall exercise and may perform such powers and duties with respect to the
administration of the business and affairs of the Corporation as may from time
to time be assigned by the Chairman of the Board, or the Board, or as may be
prescribed by these Bylaws. In the absence or disability of the Chairman of the
Board, Vice Chairmen of the Board and the President, the Executive Vice
Presidents in order of their rank as fixed by the Board or, if not ranked, the
Executive Vice President designated by the Board, shall perform all of the
duties of the Chairman of the Board and when so acting shall have all the powers
of, and be subject to all the restrictions upon, the Chairman of the Board and
Chief Executive Officer of the Corporation.
SECTION 11. Senior Vice Presidents and Vice Presidents. The Senior Vice
Presidents and Vice Presidents shall exercise and may perform such powers and
duties with respect to the Corporation as may from time to time be assigned to
each of them by the Chairman of the Board, a Vice Chairman of the Board, the
President, an Executive Vice President, or the Board, or as may be prescribed by
these Bylaws. In the absence or disability of the Chairman of the Board, the
Vice Chairmen of the Board, the President and the Executive Vice Presidents, the
Senior Vice President and Vice President in order of their rank as fixed by the
Board or, if not ranked, the Senior Vice President or Vice President designated
by the Board shall perform all of the duties of the Chairman of the Board, and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the Chairman of the Board and Chief Executive Officer of the
Corporation.
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SECTION 12. Secretary. The Secretary shall keep, or cause to be kept,
at the principal office, or such other place as the Board may order, a book of
minutes of all meetings of directors and stockholders, with the time and place
of holding, whether regular or special, and if special, how authorized and the
notice thereof given, the names of those present at directors' meetings, the
number of shares present or represented at stockholders' meetings, and the
proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office
or at the office of the Corporation's transfer agent, a share register, or a
duplicate share register, showing the names of the stockholders and their
addresses; the number of classes of shares held by each; the number and date of
certificates issued for the same; and the number and date of cancellation of
every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board required by these Bylaws or by law to be
given, and he shall keep the seal of the Corporation in safe custody, and shall
have such other powers and perform such other duties as may be prescribed by
these Bylaws or assigned by the Board, the Chairman of the Board, a Vice
Chairman of the Board, the President, an Executive Vice President or any Senior
Vice President or Vice President to whom the Secretary may report. If for any
reason the Secretary shall fail to give notice of any special meeting of the
Board called by one or more of the persons identified in the first paragraph of
Section 9, Article III, or if the Secretary shall fail to give notice of any
special meeting of the stockholders called by one or more of the persons
identified in Section 2 , Article II, then any such person or persons may give
notice of any such special meeting.
SECTION 13. Treasurer. The Treasurer shall supervise, have custody of
and be responsible for all funds and securities of the Corporation. The
Treasurer shall deposit all moneys and other valuables in the name and to the
credit of the Corporation with such depositaries as may be designated by the
Board or in accordance with authority delegated by the Board. The Treasurer
shall disburse the funds of the Corporation as may be ordered or authorized by
the Board, shall render to the Chairman of the Board, the President and the
directors, whenever they request it, an account of all transactions as Treasurer
and shall have such other powers and perform such other duties as may be
prescribed by these Bylaws or assigned by the Board, the Chairman of the Board,
a Vice Chairman of the Board, the President, an Executive Vice President or any
Senior Vice President or Vice President to whom the Treasurer may report.
SECTION 14. Controller. The Controller shall keep and maintain, or
cause to be kept and maintained, adequate and correct accounts of the properties
and business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus and
shares. Any surplus, including earned surplus, paid-in-surplus and surplus
arising from a reduction of stated capital, shall be classified according to
source and shown in a separate account. The books of account shall at all
reasonable times be open to inspection by any director.
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The Controller also shall supervise the maintenance of adequate and
correct accounts of the properties and business transactions of all subsidiaries
of the Corporation and shall have such other powers and perform such other
duties as may from time to time be prescribed by these Bylaws or assigned to him
by the Board, the Chairman of the Board, a Vice Chairman of the Board, the
President, an Executive Vice President or any Senior Vice President or Vice
President to whom the Controller may report.
ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 1. Execution of Contracts. The Board, except as otherwise
provided in these Bylaws, may authorize any officer or officers, or agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.
SECTION 2. Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidence of indebtedness, issued in the name of
or payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board. Each such officer, assistant, agent or attorney shall
give such bond, if any, as the Board may require.
SECTION 3. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositaries as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the President, any Vice
President or the Treasurer (or any other officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation who
shall from time to time be determined by the Board) may endorse, assign and
deliver checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation.
SECTION 4. General and Special Bank Accounts. The Board may from time
to time authorize the opening and keeping of general and special bank accounts
with such banks, trust companies or other depositaries as the Board may select
or as may be selected by any officer or officers, assistant or assistants, agent
or agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.
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ARTICLE VI
SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
Chairman of the Board, or the President or the Executive Vice President or a
Senior Vice President or a Vice President, and by the Secretary or an Assistant
Secretary. Any of or all of the signatures on the certificates may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon any such certificate shall
thereafter have ceased to be such officer, transfer agent or registrar before
such certificate is issued, such certificate may nevertheless be issued by the
Corporation with the same effect as though the person who signed such
certificate, or whose facsimile signature shall have been placed thereupon, were
such officer, transfer agent or registrar at the date of issue. A record shall
be kept of the respective names of the persons, firms or corporations owning the
stock represented by such certificates, the number and class of shares
represented by such certificates, respectively, and the respective dates
thereof, and in case of cancellation, the respective dates of cancellation.
Every certificate surrendered to the Corporation for exchange or transfer shall
be canceled, and no new certificate or certificates shall be issued in exchange
for any existing certificate until such existing certificate shall have been so
canceled, except in cases provided for in Section 4 of this Article VI.
SECTION 2. Transfers of Stock. Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 3 of Article VI, and upon
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon. The person in whose name shares of stock
stand on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation. Whenever any transfer of shares shall be
made for collateral security, and not absolutely, such fact shall be so stated
expressly in the entry of transfer if, when the certificate or certificates
shall be presented to the Corporation for transfer, both the transferor and the
transferee request the Corporation to do so.
SECTION 3. Regulations. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these Bylaws, concerning the
issue, transfer and registration of certificates for shares of the stock of the
Corporation. It may appoint, or authorize any officer or officers to appoint,
one or more transfer clerks or one or more transfer agents and one or more
registrars, and may require all certificates for stock to bear the signature or
signatures of any of them.
SECTION 4. Lost, Stolen, Destroyed, and Mutilated Certificates. In any
case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided,
12
<PAGE> 13
however, that a new certificate may be issued without requiring any bond when,
in the judgment of the Board, it is proper to do so.
SECTION 5. Fixing Date for Determination of Stockholders of Record. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any other
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which shall not be more
than 60 nor less than 10 days before the date of such meeting, nor more than 60
days prior to any other event for which a record date is fixed. When a record
date is so fixed, only stockholders who are such of record on that date are
entitled to notice of and to vote at the meeting or to give written consent
without a meeting, or to receive any such report, dividend, distribution, or
allotment or rights, or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
the record date. If in any case involving the determination of stockholders for
any purpose other than notice of or voting as a meeting of stockholders or
expressing consent to corporate action without a meeting the Board shall not fix
such a record date, the record date for determining stockholders for such
purpose shall be the close of business on the day on which the Board shall adopt
the resolution relating thereto. A determination of stockholders entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of such meeting; provided, however, that the Board may fix a new record date for
the adjourned meeting.
ARTICLE VII
INDEMNIFICATION
SECTION 1. Actions, Etc. Other Than by or in the Right of the
Corporation. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee of the Corporation, or is
or was serving at the request of the Corporation as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not at in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.
13
<PAGE> 14
SECTION 2. Actions, Etc., by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer or employee of the Corporation, or is
or was serving at the request of the Corporation as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
SECTION 3. Indemnification of Agents. The Corporation may, but only to
the extent that the Board of Directors may (but shall not be obligated to)
authorize from time to time, grant rights to indemnification and to the
advancement of expenses to any agent of the Corporation to the fullest extent of
the provisions of this Article VII as they apply to the indemnification and
advancement of expenses of directors and officers of the Corporation.
SECTION 4. Determination of Right of Indemnification. Any
indemnification under Section 1 of this Article VII or Section 2 of this Article
VII (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer or employee is proper in the circumstances because he has met
the applicable standard of conduct set forth in Section 1 of this Article VII or
Section 2 of this Article VII. Such determination shall be made (i) by the Board
by a majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the stockholders.
SECTION 5. Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Article, to the extent that a
director, officer or employee of the Corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
Section 1 of this Article VII or Section 2 of this Article VII, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
14
<PAGE> 15
SECTION 6. Prepaid Expenses. Expenses incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
in the specific case upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this Article. Such expenses (including attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions, if
any, as the Board deems appropriate.
SECTION 7. Other Rights and Remedies. The indemnification provided by
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer or employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.
SECTION 8. Insurance. Upon resolution passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer or employee of the Corporation, or is or was serving
at the request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of this
Article.
SECTION 9. Constituent Corporations. For the purposes of this Article,
references to "the Corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation, so
that any person who is or was a director, officer or employee of such a
constituent corporation or is or was serving at the request of such constituent
corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as he would if he had served the resulting or surviving
corporation in the same capacity.
SECTION 10. Other Enterprises, Fines, and Serving at the Corporation's
Request. For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer or employee of the corporation which imposes
duties on, or involves services by, such director, officer or employee with
respect to an employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this Article.
15
<PAGE> 16
ARTICLE VIII
MISCELLANEOUS
SECTION 1. Seal. The Board shall adopt a corporate seal, which shall be
in the form of a circle and shall bear the name of the Corporation and words
showing that the Corporation is incorporated in the State of Delaware.
SECTION 2. Waiver of Notices. Whenever notice is required to be given
by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.
SECTION 3. Amendments. Except as otherwise provided herein or in the
Certificate of Incorporation, these Bylaws, or any of them, may be altered,
amended, repealed or rescinded and new Bylaws may be adopted, (i) by the Board,
or (ii) by the stockholders, at any annual meeting of stockholders, or at any
special meeting of stockholders, provided that notice of such proposed
alteration, amendment, repeal, rescission or adoption is given in the notice of
meeting.
SECTION 4. Representation of Other Corporations. The Chairman of the
Board or the President or the Executive Vice President or a Senior Vice
President or any Vice President or the Secretary or any Assistant Secretary of
this Corporation are authorized to vote, represent and exercise on behalf of
this Corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of this Corporation. The
authority herein granted to said officers to vote or represent on behalf of this
Corporation any and all shares held by this Corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
person authorized so to do by proxy or power of attorney duly executed by said
officers.
16
<PAGE> 1
EXHIBIT 12
THE TIMES MIRROR COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
YEAR TO DATE
ENDED JUNE 30,
1998
--------------
<S> <C>
Fixed charges:
Interest expense .......................................................... $ 34,716
Portion of rents deemed to be interest .................................... 6,540
Amortization of debt expense .............................................. 937
--------
Total fixed charges ................................................ 42,193
Preferred dividends .......................................................... 18,481
--------
Fixed charges and preferred dividends ..................................... $ 60,674
========
Earnings:
Income from continuing operations before income tax provision ............. $151,019
Fixed charges ............................................................. 42,193
Amortization of capitalized interest ...................................... 1,954
Add: Equity loss from less than 50% owned unconsolidated affiliates ...... 9,782
--------
Total earnings ....................................................... $204,948
========
Ratio of earnings to fixed charges ........................................... 4.9x
Ratio of earnings to fixed charges and preferred dividends ................... 3.4x
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JUNE 30,
1998 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 64,979
<SECURITIES> 0
<RECEIVABLES> 399,650
<ALLOWANCES> 44,288
<INVENTORY> 48,604
<CURRENT-ASSETS> 987,522
<PP&E> 1,920,910
<DEPRECIATION> 987,650
<TOTAL-ASSETS> 3,500,623
<CURRENT-LIABILITIES> 1,058,891
<BONDS> 929,958
0
724,820
<COMMON> 112,090
<OTHER-SE> (31,274)
<TOTAL-LIABILITY-AND-EQUITY> 3,500,623
<SALES> 1,478,226
<TOTAL-REVENUES> 1,478,226
<CGS> 776,573
<TOTAL-COSTS> 776,573
<OTHER-EXPENSES> 39,697
<LOSS-PROVISION> 12,472
<INTEREST-EXPENSE> 34,681
<INCOME-PRETAX> 151,019
<INCOME-TAX> 62,375
<INCOME-CONTINUING> 88,644
<DISCONTINUED> 5,818
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 94,462
<EPS-PRIMARY> 0.95
<EPS-DILUTED> 0.92
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MARCH 31,
1998 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 41,809
<SECURITIES> 0
<RECEIVABLES> 392,406
<ALLOWANCES> 45,121
<INVENTORY> 46,453
<CURRENT-ASSETS> 940,205
<PP&E> 1,893,329
<DEPRECIATION> 961,706
<TOTAL-ASSETS> 3,236,576
<CURRENT-LIABILITIES> 699,274
<BONDS> 917,822
0
724,820
<COMMON> 112,089
<OTHER-SE> 72,749
<TOTAL-LIABILITY-AND-EQUITY> 3,236,576
<SALES> 717,652
<TOTAL-REVENUES> 717,652
<CGS> 385,520
<TOTAL-COSTS> 385,520
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 7,643
<INTEREST-EXPENSE> 15,663
<INCOME-PRETAX> 76,443
<INCOME-TAX> 31,814
<INCOME-CONTINUING> 44,629
<DISCONTINUED> 632
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 45,261
<EPS-PRIMARY> .45
<EPS-DILUTED> .44
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DECEMBER 31,
1997 ANNUAL REPORT ON 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 48,804
<SECURITIES> 0
<RECEIVABLES> 409,096
<ALLOWANCES> 44,276
<INVENTORY> 44,896
<CURRENT-ASSETS> 997,638
<PP&E> 1,880,947
<DEPRECIATION> 942,864
<TOTAL-ASSETS> 3,247,016
<CURRENT-LIABILITIES> 748,881
<BONDS> 925,404
0
724,820
<COMMON> 112,055
<OTHER-SE> 39,124
<TOTAL-LIABILITY-AND-EQUITY> 3,247,016
<SALES> 2,897,982
<TOTAL-REVENUES> 2,897,982
<CGS> 1,484,175
<TOTAL-COSTS> 1,484,175
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 24,583
<INTEREST-EXPENSE> 42,288
<INCOME-PRETAX> 345,923
<INCOME-TAX> 138,187
<INCOME-CONTINUING> 207,736
<DISCONTINUED> 42,576
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 250,312
<EPS-PRIMARY> 2.35
<EPS-DILUTED> 2.29
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEPTEMBER
30, 1997 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 51,998
<SECURITIES> 0
<RECEIVABLES> 380,722
<ALLOWANCES> 42,892
<INVENTORY> 42,624
<CURRENT-ASSETS> 910,853
<PP&E> 1,868,909
<DEPRECIATION> 942,497
<TOTAL-ASSETS> 3,128,006
<CURRENT-LIABILITIES> 678,609
<BONDS> 940,132
0
724,820
<COMMON> 112,054
<OTHER-SE> (1,896)
<TOTAL-LIABILITY-AND-EQUITY> 3,128,006
<SALES> 2,103,851
<TOTAL-REVENUES> 2,103,851
<CGS> 1,086,161
<TOTAL-COSTS> 1,086,161
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 13,943
<INTEREST-EXPENSE> 27,568
<INCOME-PRETAX> 265,735
<INCOME-TAX> 110,945
<INCOME-CONTINUING> 154,790
<DISCONTINUED> 23,353
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 178,143
<EPS-PRIMARY> 1.61
<EPS-DILUTED> 1.56
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JUNE 30,
1997 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 41,463
<SECURITIES> 0
<RECEIVABLES> 358,232
<ALLOWANCES> 39,150
<INVENTORY> 43,356
<CURRENT-ASSETS> 905,882
<PP&E> 2,003,016
<DEPRECIATION> 915,581
<TOTAL-ASSETS> 3,078,197
<CURRENT-LIABILITIES> 532,750
<BONDS> 633,740
0
411,784
<COMMON> 95,737
<OTHER-SE> 713,042
<TOTAL-LIABILITY-AND-EQUITY> 3,078,197
<SALES> 1,399,445
<TOTAL-REVENUES> 1,399,445
<CGS> 715,481
<TOTAL-COSTS> 715,481
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 9,363
<INTEREST-EXPENSE> 15,969
<INCOME-PRETAX> 178,962
<INCOME-TAX> 76,201
<INCOME-CONTINUING> 102,761
<DISCONTINUED> 8,458
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 111,219
<EPS-PRIMARY> 0.97
<EPS-DILUTED> 0.94
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MARCH 31,
1997 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 44,251
<SECURITIES> 0
<RECEIVABLES> 359,003
<ALLOWANCES> 43,020
<INVENTORY> 60,329
<CURRENT-ASSETS> 930,421
<PP&E> 1,986,954
<DEPRECIATION> 896,712
<TOTAL-ASSETS> 3,107,740
<CURRENT-LIABILITIES> 638,007
<BONDS> 433,693
0
576,379
<COMMON> 93,620
<OTHER-SE> 668,873
<TOTAL-LIABILITY-AND-EQUITY> 3,107,740
<SALES> 680,339
<TOTAL-REVENUES> 680,339
<CGS> 354,297
<TOTAL-COSTS> 354,297
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 5,065
<INTEREST-EXPENSE> 7,847
<INCOME-PRETAX> 74,439
<INCOME-TAX> 32,151
<INCOME-CONTINUING> 42,288
<DISCONTINUED> 2,945
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 45,233
<EPS-PRIMARY> 0.37
<EPS-DILUTED> 0.36
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DECEMBER 31,
1996 ANNUAL REPORT ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 140,955
<SECURITIES> 0
<RECEIVABLES> 390,182
<ALLOWANCES> 42,973
<INVENTORY> 60,256
<CURRENT-ASSETS> 1,011,296
<PP&E> 1,979,825
<DEPRECIATION> 877,054
<TOTAL-ASSETS> 3,239,998
<CURRENT-LIABILITIES> 535,533
<BONDS> 459,007
0
576,379
<COMMON> 96,730
<OTHER-SE> 825,701
<TOTAL-LIABILITY-AND-EQUITY> 3,239,998
<SALES> 2,780,087
<TOTAL-REVENUES> 2,780,087
<CGS> 1,497,380
<TOTAL-COSTS> 1,497,380
<OTHER-EXPENSES> 17,348
<LOSS-PROVISION> 24,229
<INTEREST-EXPENSE> 20,245
<INCOME-PRETAX> 278,979
<INCOME-TAX> 110,607
<INCOME-CONTINUING> 168,372
<DISCONTINUED> 38,072
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 206,444
<EPS-PRIMARY> 1.59
<EPS-DILUTED> 1.54
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEPTEMBER
30, 1996 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 56,718
<SECURITIES> 0
<RECEIVABLES> 368,569
<ALLOWANCES> 39,607
<INVENTORY> 69,194
<CURRENT-ASSETS> 1,113,275
<PP&E> 1,987,981
<DEPRECIATION> 890,641
<TOTAL-ASSETS> 3,338,182
<CURRENT-LIABILITIES> 806,001
<BONDS> 299,666
0
576,379
<COMMON> 98,987
<OTHER-SE> 854,966
<TOTAL-LIABILITY-AND-EQUITY> 3,338,182
<SALES> 2,031,014
<TOTAL-REVENUES> 2,031,014
<CGS> 1,107,903
<TOTAL-COSTS> 1,107,903
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 15,326
<INTEREST-EXPENSE> 21,576
<INCOME-PRETAX> 178,175
<INCOME-TAX> 78,627
<INCOME-CONTINUING> 99,548
<DISCONTINUED> 28,217
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 127,765
<EPS-PRIMARY> 0.92
<EPS-DILUTED> 0.89
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JUNE 30,
1996 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 54,182
<SECURITIES> 0
<RECEIVABLES> 334,227
<ALLOWANCES> 34,834
<INVENTORY> 67,270
<CURRENT-ASSETS> 1,044,892
<PP&E> 1,965,152
<DEPRECIATION> 871,450
<TOTAL-ASSETS> 3,261,645
<CURRENT-LIABILITIES> 607,455
<BONDS> 317,685
0
576,379
<COMMON> 102,627
<OTHER-SE> 981,483
<TOTAL-LIABILITY-AND-EQUITY> 3,261,645
<SALES> 1,349,089
<TOTAL-REVENUES> 1,349,089
<CGS> 742,536
<TOTAL-COSTS> 742,536
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 10,350
<INTEREST-EXPENSE> 12,092
<INCOME-PRETAX> 121,444
<INCOME-TAX> 52,979
<INCOME-CONTINUING> 68,465
<DISCONTINUED> 3,595
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 72,060
<EPS-PRIMARY> .48
<EPS-DILUTED> .47
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MARCH 31,
1996 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 99,523
<SECURITIES> 0
<RECEIVABLES> 347,327
<ALLOWANCES> 35,475
<INVENTORY> 79,209
<CURRENT-ASSETS> 1,121,901
<PP&E> 1,947,100
<DEPRECIATION> 854,473
<TOTAL-ASSETS> 3,270,741
<CURRENT-LIABILITIES> 552,242
<BONDS> 298,258
0
576,379
<COMMON> 104,691
<OTHER-SE> 1,053,107
<TOTAL-LIABILITY-AND-EQUITY> 3,270,741
<SALES> 666,682
<TOTAL-REVENUES> 666,682
<CGS> 378,919
<TOTAL-COSTS> 378,919
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 5,175
<INTEREST-EXPENSE> 5,724
<INCOME-PRETAX> 51,200
<INCOME-TAX> 23,320
<INCOME-CONTINUING> 27,880
<DISCONTINUED> (1,843)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26,037
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DECEMBER 31,
1995 ANNUAL REPORT ON 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 174,648
<SECURITIES> 0
<RECEIVABLES> 370,511
<ALLOWANCES> 36,708
<INVENTORY> 70,010
<CURRENT-ASSETS> 1,311,480
<PP&E> 1,939,689
<DEPRECIATION> 842,401
<TOTAL-ASSETS> 3,487,496
<CURRENT-LIABILITIES> 741,618
<BONDS> 247,062
0
576,379
<COMMON> 105,698
<OTHER-SE> 1,124,159
<TOTAL-LIABILITY-AND-EQUITY> 3,487,496
<SALES> 2,728,497
<TOTAL-REVENUES> 2,728,497
<CGS> 1,502,803
<TOTAL-COSTS> 1,502,803
<OTHER-EXPENSES> 498,409
<LOSS-PROVISION> 20,498
<INTEREST-EXPENSE> 22,305
<INCOME-PRETAX> (288,638)
<INCOME-TAX> (54,846)
<INCOME-CONTINUING> (233,792)
<DISCONTINUED> 1,473,267
<EXTRAORDINARY> 0
<CHANGES> (12,724)
<NET-INCOME> 1,226,751
<EPS-PRIMARY> 10.02
<EPS-DILUTED> 10.02
</TABLE>
