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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 6, 1998
THE TIMES MIRROR COMPANY
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
DELAWARE 1-13492 95-4481525
(State of Incorporation) (Commission File No.) (IRS Employer Identification)
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TIMES MIRROR SQUARE, LOS ANGELES, CALIFORNIA 90053
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (213) 237-3700
NONE
(Former Name or Address, if Changed Since Last Report)
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Item 5. Other Events.
In a press release dated May 6, 1998, The Times Mirror Company
("Times Mirror") and Harcourt General, Inc. ("Harcourt General") jointly
announced that Harcourt General has signed a definitive agreement to acquire
Mosby, Inc., Times Mirror's professional health sciences publishing business,
in a transaction valued at $415 million.
Attached as Exhibit 99 and incorporated herein by reference to this
Form 8-K is a copy of the press release, dated May 6, 1998, of Times Mirror and
Harcourt General.
Item 7. Exhibits
(c) Exhibits
99 Press Release issued by The Times Mirror Company and
Harcourt General on May 6, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE TIMES MIRROR COMPANY
(Registrant)
Date: May 12, 1998 By: /s/ Thomas Unterman
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Thomas Unterman
Executive Vice President and
Chief Financial Officer
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EXHIBIT 99
For Immediate Release
HARCOURT GENERAL TO BUY MOSBY
FROM TIMES MIRROR
NEW YORK, NEW YORK, May 6, 1998 -- Harcourt General, Inc. (NYSE:H) and
The Times Mirror Company (NYSE:TMC) jointly announced today that Harcourt
General has signed a definitive agreement to acquire Mosby, Inc., Times
Mirror's professional health sciences publishing business, in a transaction
valued at $415 million.
Mosby, which published more than three thousand books and 100
periodicals in nursing, allied health and medicine, has annual revenues of
approximately $225 million. Harcourt General, through its W.B. Saunders and
Churchill Livingstone businesses, is a leading worldwide medical publisher of
approximately 3,300 books and 230 periodicals in print and electronic formats.
Richard A. Smith, chairman and chief executive officer of Harcourt
General, said, "This is a strategic acquisition which gives us a strong
worldwide position in the medical publishing industry, which accounts for about
$1.8 billion in annual revenues in the United States alone. Mosby publishes in
31 foreign languages and sells its publications in 41 countries. Its strength
in the fields of nursing, allied health and medicine complement our existing
health science publishing business, giving us a well-rounded line-up of health
sciences publications to sell throughout the world."
"The strategic review of the health sciences publishing marketplace
that we began last Fall led us to conclude that the future growth of Mosby
would be best achieved if it were part of a global health sciences publisher.
Harcourt General is currently the primary international distributor for most of
Mosby's products and has the worldwide scale to maximize Mosby's potential,"
said Mark H. Willes, Times Mirror chairman, president and chief executive
officer and publisher, Los Angeles Times. "Mosby is one of the world's leading
health science publishers because of the talent and
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expertise of its employees and authors. We are very appreciative of their
efforts," said Willes.
Completion of the transaction is subject to normal terms and
conditions, including clearance under the Hart-Scott-Rodino Act.
Harcourt General said the transaction will generate about $12 million
in annual goodwill amortization.
"The Mosby transaction will be accomplished through a corporate
reorganization in the form of a merger. Harcourt General will finance its
participation through existing cash balances and bank credit lines," Mr. Smith
said. "After goodwill amortization, the transaction will dilute earnings per
share in the first 12 months by 10 to 15 cents, but is expected to add to
earnings per share in subsequent years," he added.
Mosby will become part of the Worldwide Scientific/Technical/Medical
(STM) group of Harcourt Brace & Company, Harcourt General's $1.8 billion
publishing subsidiary. "Mosby will increase annual revenues of the Worldwide
STM Group to more than $700 million," Mr. Smith said "giving us further
efficiencies that are necessary to compete in these important and growing
markets for professional information." In addition to the medical publishing
businesses, the Harcourt Brace Worldwide STM Group includes Academic Press, the
largest U.S.-based publisher of scientific and technical information.
Times Mirror expects to report a total gain of approximately $195
million or $2.05 per share from this transaction.
Goldman, Sachs & Co. acted as financial advisor to Times Mirror. Lazard
Freres & Co. acted as financial advisor to Harcourt General.
Harcourt General is a leading global multiple-media publisher and
service provider to established educational, trade and professional markets as
well as to emerging for-profit educational, career-training and assessment
markets. The company is also a leading specialty retailer through its 53
percent controlling interest in The Neiman Marcus Group (NYSE:NMG).
Times Mirror, a Los Angeles news and information company, publishes the
Los Angeles Times, Newsday, The
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Baltimore Sun, The Hartford Courant, The Morning Call, The (Stamford) Advocate,
and Greenwich Time; a wide array of professional information for the legal,
health sciences, health promotion, aviation and training markets and consumer
magazines. Times Mirror's newspapers have won a total of 58 Pulitzer Prizes,
among the highest of any news and information company in the country.
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Harcourt General
Press Information:
Peter Farwell
(617) 232-8200
Times Mirror:
Press Information Investor Information
Martha H. Goldstein Jean M. Jarvis
(213) 237-3727 (213) 237-3955
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This press release contains certain forward-looking statements that are subject
to risk and uncertainty. There can be no assurance that these future results
will be achieved. Readers are cautioned to refer to the Company's Annual Report
on Form 10-K for the year ended December 31, 1997 filed with the Securities and
Exchange Commission for a description of factors which could affect the
Company's performance.
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