<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 9, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
THE TIMES MIRROR COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 95-4481525
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
ORGANIZATION)
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES OF (ZIP CODE)
REGISTRANT)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (213) 237-3700
THOMAS UNTERMAN
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
THE TIMES MIRROR COMPANY
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
(213) 237-3700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE OF PROCESS)
COPY TO:
WILLIAM A. NIESE, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND ASSISTANT SECRETARY
THE TIMES MIRROR COMPANY
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
(213) 237-3700
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement from the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
(The Facing Page is continued on the following page)
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.
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<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Debt Securities............. (2),(3) (2) (2) see below
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Convertible Debt
Securities................ (2),(3) (2) (2) see below
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Exchangeable Debt
Securities................ (2),(3) (2) (2) see below
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Preferred Stock............. (2),(4) (2) (2) see below
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Convertible Preferred
Stock..................... (2),(4) (2) (2) see below
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Exchangeable Preferred
Stock..................... (2),(4) (2) (2) see below
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Common Stock................ (2),(5) (2) (2) see below
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Warrants.................... (2),(6) (2) (2) see below
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Stock Purchase Contracts.... (2),(7) (2) (2) see below
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Stock Purchase Units........ (2),(8) (2) (2) see below
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Total............. $1,000,000,000(2),(9) (2) $1,000,000,000(2),(9) $285,510(10)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(2) In no event will the aggregate maximum offering price of all securities
issued, from time to time, pursuant to this Registration Statement exceed
$1,000,000,000. The proposed maximum offering price per unit will be
determined, from time to time, by the Registrant or other selling security
holders in connection with the issuance by the Registrant or other selling
security holders of the securities registered hereunder. Any securities
registered hereunder may be sold separately or as units with other
securities registered hereunder.
(3) Subject to footnote (2), there are being registered hereunder an
indeterminate principal amount of debt securities, convertible debt
securities and exchangeable debt securities as may be sold, from time to
time, for the account of the Registrant or other selling security holders,
including sales upon the exercise of warrants or as shall be issuable upon
exchange of exchangeable preferred stock or as shall be sold as part of
stock purchase contracts registered hereby. If any debt securities are
being issued at an original issue discount, then the offering price may be
in such greater principal amount as shall result in an aggregate initial
offering price not to exceed $1,000,000,000, less the dollar amount of any
securities previously issued hereunder.
(4) Subject to footnote (2), there are being registered hereunder an
indeterminate number of shares of preferred stock, convertible preferred
stock and exchangeable preferred stock as may be sold, from time to time,
for the account of the Registrant or other selling security holders,
including sales upon exercise of warrants. There are also being registered
hereunder an indeterminate number of shares of preferred stock as shall be
issuable under the stock purchase contracts or as shall be issuable upon
conversion of convertible debt securities registered hereby, or as shall be
issuable upon exchange of exchangeable debt securities registered hereby.
(5) Subject to footnote (2), there are being registered hereunder an
indeterminate number of shares of the Registrant's common stock as may be
sold, from time to time, for the account of the Registrant or other selling
security holders, including sales upon exercise of warrants. There are also
being registered hereunder an indeterminate number of shares of common
stock as shall be issuable under stock purchase contracts or as shall be
issuable upon conversion of convertible preferred stock or convertible debt
securities registered hereby, or as shall be issuable upon exchange of
exchangeable preferred stock or exchangeable debt securities registered
hereby.
(6) Subject to footnote (2), there are being registered hereunder an
indeterminate amount and number of warrants as may be sold, from time to
time, for the account of the Registrant or other selling security holders,
representing rights to purchase debt securities, preferred stock or common
stock.
(7) Subject to footnote (2), there are being registered hereunder an
indeterminate amount and number of stock purchase contracts, representing
rights to purchase preferred stock or common stock.
(8) Subject to footnote (2), there are being registered hereunder an
indeterminate amount and number of stock purchase units, representing
ownership of stock purchase contracts and debt securities or debt
obligations of third parties, including United States Treasury securities.
(9) Of the $1,000,000,000 of securities being offered hereunder, pursuant to
Rule 429(b) under the Securities Act of 1933, as amended, an aggregate of
$300,000,000 of securities are being carried forward from the Registrant's
prior Registration Statement on Form S-3 (SEC File No. 333-38605).
(10) This amount includes $90,910 previously paid in connection with the
$300,000,000 of securities being carried forward from the Registrant's
prior Registration Statement, as described in footnote (9).
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS CONTAINED IN THIS REGISTRATION STATEMENT ALSO RELATES TO SECURITIES
REGISTERED PURSUANT TO THE PRIOR REGISTRATION STATEMENT REFERRED TO IN FOOTNOTE
(9) TO THE PRECEDING TABLE.
<PAGE> 3
The information contained in this prospectus is not complete and may be changed.
A registration statement relating to these securities has been filed with the
SEC. These securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. This prospectus is not an
offer to sell nor does it seek an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED SEPTEMBER 9, 1999
PROSPECTUS
THE TIMES MIRROR COMPANY
<TABLE>
<S> <C>
DEBT SECURITIES EXCHANGEABLE PREFERRED STOCK
CONVERTIBLE DEBT SECURITIES COMMON STOCK
EXCHANGEABLE DEBT SECURITIES WARRANTS
PREFERRED STOCK STOCK PURCHASE CONTRACTS
CONVERTIBLE PREFERRED STOCK STOCK PURCHASE UNITS
</TABLE>
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf registration process, we or other selling security holders may
sell any combination of the securities described in this prospectus in one or
more offerings up to a total dollar amount of $1 billion. This prospectus
provides a general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More Information."
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This prospectus may not be used to consummate sales of securities unless
accompanied by a prospectus supplement.
The securities may be offered through one or more different plans of
distribution, including offerings through underwriters. See "Plan of
Distribution."
THE DATE OF THIS PROSPECTUS IS , 1999
<PAGE> 4
THE COMPANY
We are engaged principally in the newspaper publishing, professional
information and magazine publishing businesses. We publish the Los Angeles
Times, Newsday, The Baltimore Sun, The Hartford Courant, The Morning Call, The
(Stamford) Advocate, Greenwich Time and several smaller newspapers. Through our
subsidiaries, we also provide professional information to the aviation market
and publish magazines.
We were incorporated in the State of Delaware in June 1994 for the purpose
of owning and operating these businesses after a reorganization of our
predecessor which was completed in February 1995. Our predecessor was
incorporated in 1884 in the State of California and was reincorporated in the
State of Delaware in 1986. As used in this prospectus and the accompanying
prospectus supplement, the terms "we," "our," "ourselves" and "us" refer to The
Times Mirror Company, our subsidiaries and our predecessor, collectively, unless
the context suggests otherwise.
Our principal executive offices are located at Times Mirror Square, Los
Angeles, California 90053 and our telephone number is (213) 237-3700.
USE OF PROCEEDS
Unless otherwise set forth in the applicable prospectus supplement, we will
use the net proceeds from the sale of all Securities for general corporate
purposes.
RATIO OF EARNINGS TO FIXED CHARGES, RATIO OF EARNINGS
TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS, SUPPLEMENTAL PRO FORMA RATIO OF
EARNINGS TO FIXED CHARGES AND SUPPLEMENTAL PRO FORMA RATIO OF EARNINGS TO FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth for the periods indicated the:
- ratio of earnings to fixed charges
- ratio of earnings to fixed charges and preferred stock dividends
- supplemental pro forma ratio of earnings to fixed charges
- supplemental pro forma ratio of earnings to fixed charges and preferred
stock dividends
The ratio of earnings to fixed charges was computed by dividing earnings by
fixed charges for the periods indicated. For this purpose, "earnings" means
income (loss) from continuing operations before income taxes adjusted for:
- fixed charges (net of capitalized interest and interest related to ESOP)
- equity income or loss from unconsolidated affiliates
- amortization of capitalized interest
- distributed income from unconsolidated affiliates
Fixed charges include:
- interest incurred on long-term and other debt
- capitalized interest
- the interest factor deemed to be included in rental expense
- certain amortization of debt issuance cost
- interest related to ESOP
1
<PAGE> 5
The ratio of earnings to fixed charges and preferred stock dividends was
computed as described above except that fixed charges were combined with
preferred stock dividends for the periods indicated. Our Series A Preferred
Stock and Series B Preferred Stock was issued in 1995 and began accruing
dividends on March 1, 1995. On April 2, 1997, we redeemed all of our issued and
outstanding Series B Preferred Stock. Our Series C-1 Preferred Stock and Series
C-2 Preferred Stock was issued in 1997 with the Series C-1 Preferred Stock
accruing dividends beginning August 8, 1997 and the Series C-2 Preferred Stock
accruing dividends beginning September 10, 1997.
The supplemental pro forma ratio of earnings to fixed charges and
supplemental pro forma ratio of earnings to fixed charges and preferred stock
dividends give effect to:
- the treatment of AchieveGlobal, Allen Communication and The StayWell
Company as discontinued operations
- our recent transaction with the Chandler Trust No. 1 and the Chandler
Trust No. 2
- our relationship with TMCT II, LLC
- the planned replacement of our existing Series C-1 Preferred Stock and
Series C-2 Preferred Stock with our proposed Series D-1 Preferred Stock
and Series D-2 Preferred Stock
These items are described in more detail in our Current Report on Form 8-K dated
September 3, 1999 which is incorporated by reference as part of this prospectus.
The supplemental pro forma ratio of earnings to fixed charges were adjusted
for:
(1) the reclassification of earnings and fixed charges as a result of
reflecting AchieveGlobal, Allen Communication and The StayWell Company
as discontinued operations;
(2) changes to interest income and expense, equity income and income taxes
resulting from our recent transaction with the Chandler Trusts; and
(3) assuming both (1) and (2) occurred on January 1, 1998.
The supplemental pro forma ratio of earnings to fixed charges and preferred
stock dividends was computed based on the supplemental pro forma earnings
described above as well as the historical ratio described above, except that
preferred dividends were adjusted for:
(1) the net dividend differential resulting from the planned replacement of
our existing Series C-1 Preferred Stock and Series C-2 Preferred Stock
with our proposed Series D-1 Preferred Stock and Series D-2 Preferred
Stock with the dividend on the proposed Series D-1 Preferred Stock and
Series D-2 Preferred Stock at a constant 7.21% effective rate;
(2) elimination of 80% of the dividends on the Series D-1 Preferred Stock
and Series D-2 Preferred Stock which will be owned by TMCT II, LLC,
which is reflected as treasury stock; and
(3) assuming both (1) and (2) had occurred on January 1, 1998.
2
<PAGE> 6
<TABLE>
<CAPTION>
SIX
YEAR ENDED DECEMBER 31, MONTHS ENDED
------------------------------------ JUNE 30,
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges... 3.0x (a) 8.9x 7.4x 3.4x 5.5x
Ratio of earnings to fixed charges
and preferred stock dividends...... N/A (b) 3.0x 3.9x 2.2x 4.1x
Supplemental pro forma ratio of
earnings to fixed charges.......... -- -- -- -- 2.6x 4.0x
Supplemental pro forma ratio of
earnings to fixed charges and
preferred stock dividends.......... -- -- -- -- 2.4x 3.6x
</TABLE>
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(a) Earnings were approximately $286 million lower than the amount needed to
cover fixed charges in this year, as earnings in 1995 were impacted by
approximately $541 million in restructuring charges.
(b) Earnings were approximately $361 million lower than the amount needed to
cover fixed charges and preferred stock dividends in this year, as earnings
in 1995 were impacted by approximately $541 million in restructuring
charges.
DESCRIPTION OF DEBT SECURITIES
The debt securities covered by this prospectus may be either senior debt
securities or subordinated debt securities, in one or more series. The debt
securities may be convertible or exchangeable into shares of our Series A Common
Stock, Series B Common Stock or our preferred stock. The following description
of the debt securities sets forth certain general terms and provisions of such
securities but is not complete. We will describe the particular terms of each
series of debt securities in the prospectus supplement or prospectus supplements
relating to such series.
We will issue the debt securities in one or more series under an indenture
between us and a trustee chosen by us. This prospectus briefly outlines some of
the indenture provisions. We have filed the indenture as an exhibit to the
registration statement and you should read the indenture for provisions that may
be important to you. In the summary below, we have included references to
section numbers of the indenture so that you can easily locate these provisions.
GENERAL
The indenture does not limit the aggregate amount of debt securities that
may be issued thereunder, and debt securities may be issued thereunder from time
to time in one or more separate series up to the aggregate principal amount from
time to time authorized by us for each series. The senior debt securities, if
any, will be unsecured and unsubordinated obligations and will rank equally and
ratably with other of our unsecured and unsubordinated indebtedness. The
subordinated debt securities, if any, will be unsecured obligations and will be
subject to such subordination provisions as are established in accordance with
the terms of the indenture.
The applicable prospectus supplement or prospectus supplements will
describe, to the extent applicable, each of the following terms of the series of
debt securities in respect of which this prospectus is being delivered:
- the title of the debt securities
- any limit on the aggregate principal amount of the debt securities
- whether any of the debt securities are to be issuable in certificated,
book-entry or permanent global form and, if issuable in global form, the
terms and conditions, if any, upon which
3
<PAGE> 7
interests in such debt securities in global form may be exchanged, in
whole or in part, for the individual debt securities represented thereby
- the person to whom any interest will be payable
- the date of maturity
- the interest rate or rates or the method by which interest rates will be
determined
- the date or dates from which any such interest will accrue and the dates
on which any such interest will be payable
- the place where the principal of, premium, if any, and interest, if any,
will be payable
- any optional or mandatory redemption provisions
- the currency or currencies, including composite currencies, in which
payment of principal and any premium and interest will be paid, if other
than United States dollars
- any index or formula used to determine the amount of payments of
principal and any premium and any interest
- the portion of the principal amount that will be payable upon declaration
of the acceleration of the maturity
- any applicable restrictive covenants
- any applicable events of default
- the applicability of the provisions described under "Defeasance and
Discharge" herein
- whether the debt securities are convertible or exchangeable into our
common stock or preferred stock or any other of our securities or the
securities of any other entities and the terms of any such conversion or
exchange
- the specific terms and conditions, if any, upon which the debt securities
may be subordinated to other indebtedness of ours
- any other terms of the debt securities not inconsistent with the
provisions of the indenture
We may issue debt securities at a discount from their principal amount. The
applicable prospectus supplement will describe certain federal income tax
considerations and other special considerations applicable to any such original
issue discount securities.
EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT
Unless the applicable prospectus supplement indicates otherwise, payments
of principal, premium, if any, and interest, if any, on the debt securities will
be payable, and the exchange of and the transfer of debt securities will be
registrable, at our office or agency maintained for such purpose and at any
other office or agency maintained for such purpose. You will not be required to
pay any service charge for the registration of transfer or exchange of the debt
securities, but we may require payment of a sum sufficient to cover any tax or
other governmental charge imposed in connection with the registration of
transfer or exchange of the debt securities.
GLOBAL SECURITIES
If the debt securities are represented by one or more global securities,
the applicable prospectus supplement will describe the terms of the depositary
arrangement with respect to such securities.
4
<PAGE> 8
RESTRICTIVE COVENANTS
In addition to any other covenants that we describe in the applicable
prospectus supplement and except as we may otherwise describe in such prospectus
supplement, the indenture will require us, subject to certain limitations
described in the indenture, to, among other things, do the following:
- deliver to the trustee copies of all reports filed with the SEC
- deliver to the trustee annual officers' certificates with respect to our
compliance with our obligations under the indenture
- maintain our corporate existence subject to the provisions described
below relating to mergers and consolidations
- pay all taxes when they are due except where we are contesting such taxes
in good faith
Except as may be set forth in the applicable prospectus supplement, the
indenture will not restrict our business or operations, limit our indebtedness
or prohibit any liens, charges or other encumbrances on any properties or other
assets we may have from time to time.
REDEMPTION
If described in the applicable prospectus supplement, we will have the
right to redeem the debt securities, from time to time, in whole or in part, on
the terms set forth in such prospectus supplement. Such terms will include the
date after which we may redeem the debt securities and the price at which we may
redeem the debt securities.
CONSOLIDATION, MERGER AND SALE OR LEASE OF ASSETS
Except as we may otherwise set forth in the applicable prospectus
supplement, we, without consent of any holders of outstanding debt securities,
may consolidate with or merge into, or transfer or lease our assets
substantially as an entirety to any person, and any person may consolidate with
or merge into, or transfer or lease its assets substantially as an entirety to
us, provided that:
(1) the person, if other than us, formed by such consolidation or into
which we are merged or the person which acquires or leases our assets
substantially as an entirety (1) is a corporation, partnership or trust
organized and existing under the laws of any United States jurisdiction
and (2) expressly assumes our obligations on the debt securities and
under the indenture;
(2) immediately after giving effect to such transaction no event of
default, as generally described below, and no event which, after notice
or lapse of time or both, would become an event of default, happened
and is continuing; and
(3) certain other conditions are met, such as securing the debt securities
equally and ratably with any otherwise impermissible encumbrance
resulting from such transaction.
Unless we provide otherwise in the applicable prospectus supplement, we
will not give any protections to holders of debt securities, such as a right of
redemption, in the event of any sale or lease of all or any substantial part of
our assets or any merger, consolidation, change in control, liquidation or
dissolution of The Times Mirror Company.
5
<PAGE> 9
EVENTS OF DEFAULT
Unless we otherwise specify in the applicable prospectus supplement, any
one of the following events will constitute an "event of default" under the
indenture with respect to the debt securities of any series:
- we default for 30 days in payment of any interest on that series of the
debt securities
- we default in payment of any principal of (or premium, if any, on) that
series of the debt securities, either at maturity or upon redemption or
otherwise
- we default for 90 days after written notice in the performance of, or
breach of, any of our covenants or warranties in the indenture
- we or a court take certain actions relating to bankruptcy, insolvency or
reorganization
The indenture provides that if an event of default, other than an event of
default due to certain events of bankruptcy, insolvency or reorganization, has
occurred and is continuing, either the trustee or, except as we otherwise
specify in the applicable prospectus supplement, the holders of 50% or more in
principal amount of that series of the debt securities outstanding under the
indenture may declare the principal amount of all debt securities of that series
under that indenture to be due and payable immediately.
The indenture provides that the trustee shall, within 90 days after the
occurrence of a default under the indenture with respect to debt securities of
any series, mail to all holders of debt securities of such series notice of such
default known to the trustee, unless such default shall have been cured or
waived. However, in the case of default in the payment of principal of or
interest on any of such series, the trustee may withhold such notice if it in
good faith determines that the withholding of such notice is in the interest of
the holders.
The indenture provides that certain of our officers are required to furnish
to the trustee annually a statement that, to the best of their knowledge, we are
not in default in the performance and observance of any of the terms of the
indenture or, if they have knowledge that we are in default, such officers must
specify such default.
Unless we specify otherwise in the applicable prospectus supplement, the
indenture provides that the holders of not less than a majority in aggregate
principal amount of all outstanding debt securities of any series will have the
right, on behalf of the holders of all outstanding debt securities of such
series, to rescind a declaration of acceleration of the principal amount if the
underlying default is cured and/or to waive certain defaults. Such holders may
also, subject to certain limitations, direct the time, method and place of
conducting any proceeding for any remedy available to the trustee or exercising
any trust or power conferred on the trustee with respect to debt securities of
that series.
The indenture also provides that in case an event of default with respect
to debt securities of any series has occurred and is continuing, the trustee
shall exercise, with respect to such series, the rights and powers vested in the
trustee under the indenture, and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs. Subject to such provisions, the trustee
will be under no obligation to exercise any of its rights or powers under the
indenture at the request or direction of any of the holders unless such holders
shall have offered to the trustee reasonable security or indemnity.
DEFEASANCE AND DISCHARGE
Except as we may otherwise provide in the applicable prospectus supplement,
we can discharge or defease our obligations under the indenture as described
below.
6
<PAGE> 10
Under terms satisfactory to the trustee, we may discharge certain
obligations to holders of the debt securities that have not already been
delivered to the trustee for cancellation and that have either become due and
payable or are by their terms due and payable within one year, or scheduled for
redemption within one year. We can do this by irrevocably depositing with the
trustee funds, as trust funds, in an amount certified to be sufficient to pay at
maturity, or upon redemption, the principal of and premium, if any, and interest
on such debt securities.
We may "defease" our obligations to holders of the debt securities in two
ways -- "defeasance" and "covenant defeasance." At any time we can discharge
some or all of our obligations to holders of the debt securities. However, we
cannot avoid our duty to register the transfer or exchange of the debt
securities, to replace any temporary, mutilated, destroyed, lost or stolen debt
securities or to maintain an office or agency in respect of such debt
securities. We call this "defeasance." Alternatively, we may be released from
the obligations imposed by specific sections of the indenture for the debt
securities and cease to comply with such provisions without creating an event of
default. We call this "covenant defeasance". We may effect defeasance or
covenant defeasance with respect to any series of debt securities only if, among
other things:
(1) we irrevocably deposit with the trustee cash or U.S. government
obligations, or a combination thereof, as trust funds in an amount
certified to be sufficient to pay at maturity the principal of and
premium, if any, and interest on all debt securities of such series
outstanding;
(2) no event of default under the indenture has occurred and is continuing;
(3) the defeasance or covenant defeasance will not cause us to be in
default under any agreement to which we are a party or by which we are
bound; and
(4) we deliver to the trustee an opinion of counsel to the effect that the
holders of such series of debt securities will not recognize income,
gain or loss for federal income tax purposes as a result of such
defeasance or covenant defeasance and that such defeasance or covenant
defeasance will not otherwise alter such holders' federal income tax
treatment of principal and interest payments on the debt securities.
MODIFICATIONS TO THE INDENTURE
Unless otherwise stated in the applicable prospectus supplement, the
indenture for the debt securities will provide that we may enter into
supplemental indentures without the consent of the holders of debt securities
to, among other things:
- add covenants, conditions and restrictions for the protection of the
holders of debt securities
- surrender any right of or power conferred upon us
- cure any ambiguity or correct any inconsistency in the indenture
- make any change that does not adversely affect the legal rights of
holders of debt securities
- modify, eliminate or add to the provisions of the indenture for the debt
securities to the extent necessary to qualify the indenture under
applicable federal statutes
- make any other changes in the indenture before we issue debt securities
under it, provided that such changes are not prohibited by the Trust
Indenture Act of 1939, as amended
7
<PAGE> 11
Unless otherwise stated in the applicable prospectus supplement, the
indenture will also permit us and the trustee, with the consent of the holders
of at least a majority in principal amount of debt securities outstanding of
each series affected, to change the indenture and the rights of the holders of
those debt securities. However, without the consent of the holder of each
outstanding debt security affected thereby, we and the trustee may not:
- reduce the percentage in principal amount of debt securities of any
securities whose holders must consent to an amendment or supplement to or
waiver under that indenture
- reduce the rate of or change the time for payment of interest on any of
those debt securities
- reduce the principal of or change the fixed maturity of any of those debt
securities
- adversely affect any applicable conversion right
Unless otherwise stated in the applicable prospectus supplement, holders of
at least a majority in principal amount of debt securities outstanding of any
series may, on behalf of the holders of all debt securities of that series,
waive any past default under the indenture with respect to that series. However,
those holders may not waive a default (1) in the payment of the principal of, or
premium, if any, or interest on, any debt security of that series or (2) in
respect of a covenant or provision that under the indenture cannot be modified
or amended without the consent of the holder of each of the debt securities
outstanding of the series affected.
REGARDING THE TRUSTEE
The indenture contains certain limitations on the right of the trustee,
should it become our creditor, to obtain payment of claims in certain cases, or
to realize for its own account on certain property received in respect of any
such claim as security or otherwise. The trustee will be permitted to engage in
certain other transactions, so long as if it acquires any conflicting interest,
it eliminates such conflict or resigns.
GOVERNING LAW
Unless otherwise specified in the applicable prospectus supplement, the
indenture for the debt securities will be governed by New York law.
DESCRIPTION OF CAPITAL STOCK
We are authorized to issue:
- 500,000,000 shares of Series A Common Stock, of which 40,723,574 shares
were issued and outstanding at September 3, 1999
- 100,000,000 shares of Series B Common Stock, none of which was
outstanding at September 3, 1999
- 300,000,000 shares of Series C Common Stock, par value $1.00 per share,
of which 18,811,399 shares were issued and outstanding at September 3,
1999
- 33,000,000 shares of Preferred Stock, of which:
- 900,000 shares are designated Preferred Stock, Series A, par value $1.00
per share, of which 88,519 shares were issued and outstanding at
September 3, 1999
- 8,438,822 shares are designated Series B Preferred Stock, none of which
shares were issued and outstanding at September 3, 1999
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- 380,972 shares are designated as Series C-1 Preferred Stock, of which
76,194 shares were issued and outstanding at September 3, 1999
- 245,100 shares are designated Series C-2 Preferred Stock, of which
49,020 shares were issued and outstanding at September 3, 1999
We first issued Series C-1 Preferred Stock and Series C-2 Preferred Stock
on August 8, 1997.
The outstanding shares at September 3, 1999 exclude (1) 52,585,391 shares
of Series A Common Stock, (2) 735,049 shares of Series A Preferred Stock, (3)
304,778 shares of Series C-1 Preferred Stock, and (4) 196,080 shares of Series
C-2 Preferred Stock which are reported as treasury stock for financial reporting
purposes.
In connection with our recent transaction with the Chandler Trusts, we have
agreed to use our reasonable best efforts, subject to certain conditions, to
replace our outstanding Series C-1 Preferred Stock and Series C-2 Preferred
Stock with a new Series D-1 Preferred Stock and Series D-2 Preferred Stock. This
transaction and the proposed Series D-1 Preferred Stock and Series D-2 Preferred
Stock are described in more detail in our Current Report on Form 8-K dated
September 3, 1999 which is incorporated by reference as a part of this
prospectus.
COMMON STOCK
General
The following description of our common stock sets forth general terms and
provisions of the common stock to which any prospectus supplement may relate.
This includes a prospectus supplement providing that our common stock will be
issuable (1) upon conversion of debt securities or preferred stock which is
convertible into common stock, (2) upon exchange of debt securities or preferred
stock which is exchangeable into common stock, (3) upon exercise of warrants to
purchase common stock or (4) under the terms of stock purchase contracts to
purchase common stock, as the case may be.
No shares of the Series C Common Stock described below are covered by this
prospectus.
This prospectus covers, and a prospectus supplement may be delivered with
respect to, the exercise by a permitted transferee of stock options to acquire
Series A Common Stock initially granted to eligible employees and the subsequent
resale of such shares of Series A Common Stock by a charitable transferee, if
required.
The following description sets forth all of the material terms of the
Series A Common Stock, Series B Common Stock and Series C Common Stock and is
summarized from, and qualified in its entirety by reference to, our Restated
Certificate of Incorporation, filed as an exhibit to the Registration Statement
of which this prospectus constitutes a part. The Series A Common Stock is listed
on the NYSE and the Pacific Stock Exchange.
Rights to Designate Series B Common Stock
Pursuant to our Restated Certificate of Incorporation, our board of
directors is entitled to designate certain rights, powers and preferences of a
class of Series B Common Stock. In particular, our board of directors may
determine the exact number of votes per share of Series B Common Stock, which
may not be less than one-tenth of a vote per share nor more than one vote per
share. In addition, our board of directors may make other changes in the rights,
powers and preferences of the Series B Common Stock. However, in no such case
may the rights, powers and preferences of any the Series B Common Stock be
greater than those described in this prospectus.
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Subject to the discussion in the preceding paragraph, it is anticipated
that Series B Common Stock, if authorized by our board of directors, will be
identical in all respects to the Series A Common Stock currently outstanding,
except with respect to voting. Specifically, it is anticipated that each share
of Series B Common Stock will be entitled to one-tenth of a vote rather than one
vote per share.
Our board of directors presently has no intention of issuing any shares of
Series B Common Stock or of utilizing such authority to vary the terms of the
Series B Common Stock from those described herein unless it determines that such
change is necessary in light of legal developments or in order to comply with,
or establish an exemption from, any applicable law, regulation or rule of any
governmental authority, national securities exchange or national market system.
Voting
In general, all actions submitted to a vote of our stockholders will be
voted on by holders of Series A Common Stock, Series B Common Stock, Series C
Common Stock and Series B Preferred Stock voting together as a single class.
However, the affirmative vote of the holders of a majority of the outstanding
shares of Series A Common Stock, Series B Common Stock and/or Series C Common
Stock, voting separately as a class, is required:
- to approve any amendment to our Restated Certificate of Incorporation
that would alter or change the powers, preferences or special rights of
such series and affect it adversely
- to approve such other matters as may require class votes under the
General Corporation Law of the State of Delaware
The Series A Common Stock is entitled to one vote per share, and the Series
C Common Stock is entitled to ten votes per share.
Dividends and Other Distributions (including Distributions upon Liquidation or
Sale of the Company)
Unless otherwise determined by our board of directors in the resolutions
providing for the issuance of Series B Common Stock, each share of Series A
Common Stock, Series B Common Stock and Series C Common Stock is equal in
respect of dividends and other distributions in cash, stock or property,
including distributions upon our liquidation and consideration to be received
upon our merger or consolidation or a sale of all or substantially all of our
assets. However, in the case of dividends or other distributions payable on the
Series A Common Stock, Series B Common Stock or Series C Common Stock in shares
of such stock, including distributions pursuant to stock splits or dividends,
only Series A Common Stock is to be distributed with respect to Series A Common
Stock; only Series B Common Stock is to be distributed with respect to Series B
Common Stock; and only Series C Common Stock is to be distributed with respect
to Series C Common Stock.
In no event will either Series A Common Stock, Series B Common Stock or
Series C Common Stock be split, divided or combined unless each other class is
proportionately split, divided or combined.
Termination and Conversion of Series B Common Stock and/or Series C Common Stock
Either or both the Series B Common Stock and Series C Common Stock will
automatically be converted into Series A Common Stock on a share-for-share basis
upon the occurrence of any of the following:
- if our board of directors and the holders of a majority of the
outstanding shares of the series approve the conversion of all of such
series into Series A Common Stock
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- if, as a result of the existence of the series, the Series A Common Stock
becomes excluded from trading on the NYSE, the American Stock Exchange
and all other national securities exchanges and is also excluded from
quotation on NASDAQ or any other national quotation system then in use
- if our board of directors, in its sole discretion, elects to effect a
conversion of such series in connection with its approval of any sale or
lease of all or any substantial part of our assets or any merger,
consolidation, liquidation or dissolution
- if our board of directors, in its sole discretion, elects to effect a
conversion of such series after the board determines that there has been
a material adverse change in the liquidity, marketability or market value
of the outstanding Series A Common Stock, considered in the aggregate due
to any of the following:
- the exclusion of the Series A Common Stock from trading on a national
securities exchange or the exclusion of the Series A Common Stock from
quotation on NASDAQ, or such other national quotation system then in use
- requirements of federal or state law, in any such case, as a result of
the existence of such series
To the extent that our board of directors has discretion, the board will
decide whether or not to exercise its authority to effect a conversion of Series
B Common Stock or Series C Common Stock in light of all the existing facts and
circumstances affecting our interests and those of our stockholders, including
the effect such conversion could have on our vulnerability to an unsolicited
hostile takeover attempt and any of the other factors referred to in this
prospectus.
In the event of any such termination of Series B Common Stock or Series C
Common Stock, certificates formerly representing outstanding shares of that
series shall thereafter be deemed to represent a like number of shares of Series
A Common Stock. If both Series B Common Stock and Series C Common Stock are
terminated, all outstanding shares of Series A Common Stock shall be denominated
Common Stock and all certificates representing outstanding shares of Series A
Common Stock shall thereafter be deemed to represent a like number of shares of
Common Stock.
Preemptive Rights
None of the Series A Common Stock, the Series B Common Stock or the Series
C Common Stock carries any preemptive right enabling a holder to subscribe for
or receive shares of any class of our stock nor any other securities convertible
into shares of our stock. Our board of directors will continue to possess the
power to issue shares of authorized but unissued Series A Common Stock, Series B
Common Stock, Series C Common Stock and preferred stock without further
stockholder action.
PREFERRED STOCK
The following summary contains a description of certain general terms of
our preferred stock to which any prospectus supplement may relate.
If we offer any series of preferred stock, certain terms of that series of
preferred stock will be described in the applicable prospectus supplement.
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If we offer (1) preferred stock or warrants exercisable for preferred
stock, (2) stock purchase contracts to purchase preferred stock, (3) preferred
stock exchangeable for common stock or debt securities, or (4) preferred stock
convertible into common stock or debt securities, the applicable prospectus
supplement will describe the rights, privileges, preferences and restrictions of
such preferred stock, exchangeable preferred stock or convertible preferred
stock, including, without limitation, the following:
- the designation
- the number of authorized shares of the series in question
- the dividend rate (or method of calculation)
- any voting rights, conversion rights, anti-dilution protections,
exchangeability provisions and terms of any debt securities that are
exchangeable for preferred stock
- any redemption provisions
- any liquidation preferences
- any sinking fund provisions
If fractional interests in shares of preferred stock may be issued, there
will be a depositary for the shares of preferred stock involved and the
applicable prospectus supplement will describe the terms of the depositary
arrangement and related matters.
Upon issuance, against full payment of the purchase price therefor, shares
of preferred stock will be fully paid and nonassessable. Preferred stock
issuable upon (1) exercise of any warrants exercisable for preferred stock, upon
payment in full of the warrant exercise price, (2) conversion of any convertible
debt securities or exchange of any exchangeable debt securities or (3) under
stock purchase contracts will be fully paid and nonassessable when issued in
accordance with the terms of such convertible debt securities, exchangeable debt
securities or stock purchase contracts.
No shares of the Series A Preferred Stock, the Series B Preferred Stock,
the Series C-1 Preferred Stock, the Series C-2 Preferred Stock, the proposed
Series D-1 Preferred Stock or the proposed Series D-2 Preferred Stock are
covered by this prospectus.
ANTITAKEOVER EFFECT OF PROVISIONS OF OUR CHARTER AND BYLAWS AND DELAWARE LAW
Our Restated Certificate of Incorporation and bylaws contain various
provisions intended to (1) promote stability of our stockholder base and (2)
render more difficult certain unsolicited or hostile attempts to take us over
which could disrupt our business, divert the attention of our directors,
officers and employees and adversely affect the independence and integrity of
our media operations. A summary of the principal provisions which may have an
antitakeover effect is set forth below.
Classified Board of Directors, Removal of Directors and Related Matters
Pursuant to our Restated Certificate of Incorporation, our board of
directors is divided into three classes, each class to consist as nearly as
possible of one-third of the directors. The term of office of each class of
directors expires three years from the year of election. The Certificate also
provides that directors may be removed only for cause and only by a majority of
the votes entitled to be cast by the holders of all shares of capital stock
entitled to vote generally in the election of directors. Additionally, if the
proposal to remove a director is made by or on behalf of a related person, as
such term is described below, removal will also require the affirmative vote of
a majority of the votes entitled to be cast by the holders of all shares of
capital stock entitled to vote generally in the election of directors held by
persons other than such related person. Thus, a third party seeking to gain
control of our board of directors may be forced to wait until the expiration of
the respective
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terms of incumbent directors, unless there were cause and sufficient voting
strength to remove a particular director or directors.
Increased Stockholder Vote Required in Certain Business Combinations
Our Restated Certificate of Incorporation requires, subject to certain
exceptions summarized below, that any business combination be approved by (1)
the affirmative vote of the holders of not less than 80% of the votes entitled
to be cast by the holders of all shares of capital stock entitled to vote
generally in the election of directors and (2) the affirmative vote of the
holders of a majority of the disinterested shares.
"Business combinations" as used in this section include generally the
following:
- mergers or reorganizations of The Times Mirror Company or our
subsidiaries with or into a related person
- mergers or reorganizations of a related person with or into The Times
Mirror Company or one of our subsidiaries
- reorganizations that would have the effect of increasing the voting power
of a related person
- certain acquisitions by us of securities issued by or assets of a related
person
- liquidations, sales or transfers to a related person of our assets, which
assets constitute a substantial part of the Company
A business combination does not need to satisfy the foregoing approval
requirements if the business combination has been approved by a majority of our
directors who (1) are unaffiliated with the relevant related person and who were
members of our board of directors before we were incorporated in the State of
Delaware, or (2) became a member of our board of directors before the relevant
related person became a related person.
Business combinations in which our stockholders are to receive cash,
securities or other property in exchange for their shares of capital stock do
not need the affirmative vote of the holders of not less than 80% of the votes
entitled to be cast by the holders of all shares of capital stock entitled to
vote generally in the election of directors if (1) the value of the
consideration meets certain thresholds of fairness, as specified in our Restated
Certificate of Incorporation, and (2) the business combination is approved by
the affirmative vote of the holders of a majority of the disinterested shares.
As used in this section, a "related person" is a person or entity, or an
affiliate or associate (as defined in Rule 12b-2 under the Exchange Act) of such
person or entity, that beneficially owns, in the aggregate, five percent or more
of our outstanding voting interests. However, the term "related person" does not
include (1) any person or entity that beneficially owned five percent or more of
our common stock on the date upon which we were incorporated in the State of
Delaware, or (2) any employee benefit plan established to provide benefits for
our employees, any trust plan related thereto, or any trustee or fiduciary when
acting in such capacity with respect to any such plan or trust.
The term "disinterested shares" means, as to any related person, shares of
our voting stock held by stockholders other than such related person.
Restriction on a Stockholder's Power to Call Stockholders' Meetings and
Elimination of Right to Act Without a Meeting
Our Restated Certificate of Incorporation provides that a special meeting
of stockholders may be called only by our board of directors. Furthermore, if a
related person or a director affiliated with a related person makes a proposal
requiring stockholder approval, the affirmative vote of a majority of our
directors who (1) are unaffiliated with the relevant related person and who were
members of our
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board of directors before we were incorporated in the State of Delaware, or (2)
became a member of our board of directors before the relevant related person
became a related person, is also required to call a special meeting of
stockholders. The principal effect of this provision is to prevent stockholders
from forcing a special meeting to consider a proposal opposed by our board of
directors.
Our Restated Certificate of Incorporation provides that any action taken by
our stockholders must be effected at an annual or special meeting of our
stockholders and may not be taken by written consent.
Procedures for Stockholder Nominations and Proposals
Our Restated Certificate of Incorporation provides that a stockholder must
furnish written notice to our Secretary of any nomination or business proposal
to be brought before a stockholders meeting not less than 30 nor more than 60
days prior to the meeting as originally scheduled. However, if we give less than
40 days public notice of a meeting date, a stockholder must furnish notice of a
nomination or business proposal not later than the close of business on the
tenth day following the mailing or the public disclosure of our notice of the
meeting date. These procedures prohibit last-minute attempts by any stockholder
to nominate a director or present a business proposal at an annual stockholders
meeting, even if such a nomination or proposal might be desired by a majority of
the stockholders.
Relevant Factors to be Considered by the Board of Directors
Our Restated Certificate of Incorporation provides that, in evaluating
certain proposed business transactions and the best interests of us and of our
stockholders, our board of directors shall consider all relevant factors,
including but not limited to the following:
- freedom of the press
- the independence and integrity of our operations
- the social and economic effects of the transactions on stockholders,
employees, customers, suppliers and our other constituents
- the effects on the communities in which they operate
In providing our board of directors with a broader basis for determining
the advisability of a proposed transaction, our Restated Certificate of
Incorporation gives our board authority to reject, among other transactions, a
proposed acquisition of The Times Mirror Company notwithstanding the fact that
the proposal may include favorable economic benefits for our stockholders.
Amendment of Certain Charter and Bylaw Provisions
Our Restated Certificate of Incorporation provides that any alteration,
amendment, repeal or rescission of the provisions contained in the Restated
Certificate of Incorporation must be approved by a majority of our directors
then in office and by the affirmative vote of the holders of a majority of the
votes entitled to be cast by the holders of all shares of capital stock entitled
to vote generally in the election of directors. However, if the proposed
alteration, amendment, repeal or rescission of the provisions contained in the
Restated Certificate of Incorporation relates to certain provisions specified in
the Restated Certificate of Incorporation, then any such change must also be
approved either:
(1) by a majority of the authorized number of our directors and, if
one or more related persons exist, by a majority of the directors who
(a) are unaffiliated with any related person and who were members
of our board of directors before we were incorporated in the State of
Delaware, or
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(b) became members of our board of directors before any related
persons became related persons, or
(2) by the affirmative vote of the holders of not less than 80% of the
votes entitled to be cast by the holders of all shares of capital stock
entitled to vote generally in the election of directors.
In addition, if the change is proposed by a related person or a director
affiliated with a related person, the change must be approved by the affirmative
vote of a majority of the votes entitled to be cast by the holders of all shares
of capital stock entitled to vote generally in the election of directors
represented by disinterested shares.
Business Combinations with Interested Stockholders under Delaware Law
Section 203 of the Delaware General Corporation Law prevents a publicly
held corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless:
- before the date on which the person became an interested stockholder, the
board of directors of the corporation approved either the business
combination or the transaction in which the person became an interested
stockholder;
- the interested stockholder owned at least 85% of the outstanding voting
stock of the corporation at the beginning of the transaction in which it
became an interested stockholder, excluding stock held by directors who
are also officers of the corporation and by employee stock plans that do
not provide participants with the rights to determine confidentially
whether shares held subject to the plan will be tendered in a tender or
exchange offer; or
- after the date on which the interested stockholder became an interested
stockholder, the business combination is approved by the board of
directors and the holders of two-thirds of the outstanding voting stock
of the corporation voting at a meeting, excluding the voting stock owned
by the interested stockholder.
As defined in Section 203, an "interested stockholder" is generally a
person owning 15% or more of the outstanding voting stock of the corporation. As
defined in Section 203, a "business combination" includes mergers,
consolidations, stock and assets sales and other transactions with the
interested stockholder.
The provisions of Section 203 may have the effect of delaying, deferring or
preventing a change of control of The Times Mirror Company.
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DESCRIPTION OF WARRANTS
We may issue warrants, including warrants to purchase debt securities and
warrants to purchase common stock or preferred stock. We may issue warrants
independently of or together with any other securities and the warrants may be
attached to or separate from such securities.
We shall issue each series of warrants under a separate warrant agreement
to be entered into between us and a warrant agent. We previously filed the form
of the warrant agreement as an exhibit to the Registration Statement of which
this prospectus is a part. The warrant agent will act solely as our agent in
connection with the warrants of such series and will not assume any obligation
or relationship of agency for or with holders or beneficial owners of warrants.
The following sets forth certain general terms and provisions of the
warrants that may be offered hereby. Further terms of the warrants and the
applicable warrant agreement will be set forth in the applicable prospectus
supplement.
WARRANTS TO PURCHASE DEBT SECURITIES
The applicable prospectus supplement will describe the terms of any
warrants to purchase debt securities, including the following:
- the title of such warrants
- the offering price for such warrants, if any
- the aggregate number of such warrants
- the designation and terms of the debt securities purchasable upon
exercise of such warrants
- if applicable, the designation and terms of the securities with which
such warrants are issued and the number of such warrants issued with each
such security
- if applicable, the date from and after which such warrants and any
securities issued therewith will be separately transferable
- the principal amount of debt securities purchasable upon exercise of a
debt warrant and the price at which such principal amount of debt
securities may be purchased upon exercise
- the date on which the right to exercise such warrants shall commence and
the date on which such right shall expire
- if applicable, the minimum or maximum amount of such warrants that may be
exercised at any one time
- whether the warrants represented by the warrant certificates or debt
securities that may be issued upon exercise of the warrants will be
issued in registered or bearer form
- information with respect to book-entry procedures, if any
- the currency, currencies or currency units in which the offering price,
if any, and the exercise price are payable
- if applicable, a discussion of certain United States federal income tax
considerations
- the antidilution provisions of such warrants, if any
- the redemption or call provisions, if any, applicable to such warrants
- any additional terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of such warrants
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WARRANTS TO PURCHASE COMMON STOCK OR PREFERRED STOCK
The applicable prospectus supplement will describe the terms of any
warrants to purchase common stock or preferred stock, including the following:
- the title of such warrants
- the offering price of such warrants, if any
- the aggregate number of such warrants
- the designation and terms of the common stock or preferred stock
purchasable upon exercise of such warrants
- if applicable, the designation and terms of the securities with which
such warrants are issued and the number of such warrants issued with each
such security
- if applicable, the date from and after which such warrants and any
securities issued therewith will be separately transferable
- the number of shares of common stock or preferred stock purchasable upon
exercise of a warrant and the price at which such shares may be purchased
upon exercise
- the date on which the right to exercise such warrants shall commence and
the date on which such right shall expire
- if applicable, the minimum or maximum amount of such warrants that may be
exercised at any one time
- the currency, currencies or currency units in which the offering price,
if any, and the exercise price are payable
- if applicable, a discussion of certain United States federal income tax
considerations
- the antidilution provisions of such warrants, if any
- the redemption or call provisions, if any, applicable to such warrants
- any additional terms of such warrants, including terms, procedures and
limitations relating to the exchange and exercise of such warrants
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts obligating
holders to purchase from us, and obliging us to sell to the holders, a specified
number of shares of our common stock or our preferred stock at a future date or
dates.
The price per share of preferred stock or common stock may be fixed at the
time the stock purchase contracts are issued or may be determined by reference
to a specific formula set forth in the stock purchase contracts.
The stock purchase contracts may be issued separately or as a part of the
"stock purchase units" which will consist of (1) a stock purchase contract and
(2) debt securities or debt obligations of third parties, including United
States Treasury securities, securing the holders' obligations to purchase the
preferred stock or the common stock under the stock purchase contract.
The stock purchase contracts may require us to make periodic payments to
the holders of the stock purchase contracts or vice-versa, and such payments may
be unsecured or prefunded on some basis.
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The stock purchase contracts may require holders to secure their
obligations under such contracts in a specified manner. The stock purchase
contracts may provide us the option to deliver cash in lieu of our preferred
stock or common stock.
The applicable prospectus supplement will describe the terms of any stock
purchase contracts or stock purchase units, including, without limitation, the
following:
- the title of the stock purchase contracts or stock purchase units
- the stated amount of the stock purchase units and the principal amount of
any of our debt securities, or debt obligations of third parties,
including United States Treasury securities, constituting a component of
a stock purchase unit
- the number of shares of our common stock or preferred stock that shall be
purchased upon settlement of the stock purchase contracts
- the right, if any, of us to deliver cash in lieu of preferred stock or
common stock and the manner of calculating such cash amount
- the amount of any fees payable, whether to us or to holders, with respect
to the stock purchase contracts
- the interest rate applicable to any of our debt securities or debt
securities of third parties, including United States Treasury securities,
constituting a component of a stock purchase unit
- the rights, if any, of the holders to settle stock purchase contracts
early and the terms upon which such early settlement may be effected
- the date on which, subject to the rights of the holders to settle stock
purchase contracts early and termination of the stock purchase contracts,
the stock purchase contracts will be settled
- the events that may cause a termination of the stock purchase contracts
prior to the date of settlement
- any other terms of the stock purchase contracts or stock purchase units
not inconsistent with the provisions of the instrument or instruments
pursuant to which such stock purchase contracts or stock purchase units
are issued
The description in the prospectus supplement will not purport to be
complete and will be qualified in its entirety by reference to the stock
purchase contracts, and, if applicable, collateral arrangements and depositary
arrangements relating to such stock purchase contracts or stock purchase units.
PLAN OF DISTRIBUTION
The securities which may be offered pursuant to this prospectus and any
prospectus supplement may be offered by us or by selling security holders
(including donees and pledgees of security holders) to one or more underwriters
for public offering and sale by them or to investors directly or through agents.
Any such underwriter or agent involved in the offer and sale of such securities
will be named in the applicable prospectus supplement. Such securities may also
be offered by us or by selling security holders directly to investors on the
seller's own behalf in those jurisdictions where the seller is authorized to do
so. Sales of such securities may be effected by us or a selling security holder
from time to time in one or more types of transactions (which may include block
transactions) on the NYSE, in the over-the-counter market, in negotiated
transactions, through put or call options transactions relating to the
securities, through short sales of the securities, or a combination of such
methods of sale. Such transactions may or may not involve brokers or dealers.
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We are not aware of any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of such securities, nor is
there any underwriter or coordinating broker acting in connection with the
proposed sale of such securities by any selling security holder.
Underwriters may offer and sell the securities at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. We also may
offer and sell the securities in exchange for one or more of our outstanding
debt securities or other securities.
In connection with the sale of the securities, underwriters may receive
compensation in the form of underwriting discounts, concessions or commissions
from us or the selling security holders and may also receive commissions from
purchasers of the securities for whom they may act as agent. Underwriters may
sell the securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters or commissions from the purchasers for whom they may act as agents.
Direct sales of securities may be made on a national securities exchange or
otherwise.
Selling security holders, dealers and agents participating in the
distribution of the securities may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by them on
resale of the securities may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933, as amended. Selling security
holders, underwriters, dealers and agents may be entitled, under agreements
entered into with us, to indemnification against and contribution toward certain
civil liabilities. The selling security holders may agree to indemnify any
underwriter, agent, dealer or broker-dealer that participates in transactions
involving sales of the securities against certain liabilities, including
liabilities arising under the Securities Act. Because selling security holders
may be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, selling security holders may be subject to the prospectus
delivery requirements of the Securities Act, which may include delivery through
the facilities of the NYSE pursuant to Rule 153 under the Securities Act.
Certain of the underwriters, dealers and agents and their associates may
engage in transactions with, and perform services for, us in the ordinary course
of business.
Unless otherwise specified in the applicable prospectus supplement, each
class or series of securities will be a new issue with no established trading
market, other than the Series A Common Stock, which is listed on the New York
Sock Exchange and the Pacific Stock Exchange. We may elect to list any other
class or series of securities on any exchange, but we are not obligated to do
so. It is possible that one or more underwriters may make a market in a class or
series of securities, but the underwriters will not be obligated to do so and
may discontinue any market making at any time without notice. We cannot give any
assurance as to the liquidity of the trading-market for any of the securities.
Certain persons participating in the offering may engage in over-allotment,
stabilizing transactions, short-covering transactions and penalty bids in
accordance with Regulation M under the Securities Exchange Act. Over-allotment
involves sales in excess of the offering size, which create a short position.
Stabilizing transactions permit bids to purchase the underlying security so long
as the stabilizing bids do not exceed a specified maximum. Short-covering
transactions involve purchases of the securities in the open market after the
distribution is completed to cover short positions. Penalty bids permit the
underwriters to reclaim a selling concession from a dealer when the securities
originally sold by the dealer are purchased in a covering transaction to cover
short positions. Those activities may cause the price of the securities to be
higher than it would otherwise be. The persons engaging in these activities may
discontinue any of these activities at any time.
19
<PAGE> 23
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Additionally, you may
inspect the information we file with the SEC at the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to other documents filed separately with the SEC. The information
incorporated by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information.
This prospectus includes, by incorporation reference, the documents listed
below. We previously filed each of the documents with the SEC (File No.
1-13492). They contain important information about us and our financial
condition:
- Annual Report on Form 10-K for the year ended December 31, 1998
- Quarterly Report on Form 10-Q for the quarter ended March 31, 1999
- Quarterly Report on Form 10-Q for the quarter ended June 30, 1999
- Current Report on Form 8-K dated September 3, 1999
- The descriptions of the our Series A Common Stock set forth under the
heading "Description of Registrant's Securities to be Registered" in our
Registration Statements on Form 8-A dated November 21, 1994 and December
22, 1994, respectively, together with any amendment or report filed with
the SEC for the purpose of updating such descriptions
We also incorporate by reference in this prospectus all additional
documents we file with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended, between the date of this prospectus
and the date of the closing of each offering or securities pursuant to this
prospectus. These documents include periodic reports, such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements.
You can obtain any of the documents incorporated by reference in this
prospectus, at no cost, by writing or telephoning us at our principal executive
offices at the following address: The Times Mirror Company, Times Mirror Square,
Los Angeles, California 90053, Attention: Corporate Secretary, (213) 237-3700.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
We have filed exhibits with this registration statement that include
important information regarding the securities. You should read the exhibits
carefully for provisions that may be important to you.
20
<PAGE> 24
LEGAL OPINIONS
Gibson, Dunn & Crutcher LLP has rendered an opinion (filed as an exhibit to
the registration statement of which this prospectus is a part) with respect to
the validity of the securities covered by this prospectus. Certain legal matters
in connection with offerings made by this prospectus may be passed on for any
underwriters, agents or dealers by counsel named in the prospectus supplement.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended December 31, 1998, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our consolidated financial statements and schedule are incorporated
by reference in reliance on Ernst & Young LLP's report, given on their authority
as experts in accounting and auditing.
21
<PAGE> 25
- ------------------------------------------------------
- ------------------------------------------------------
WE HAVE NOT AUTHORIZED ANY DEALER, SALESMAN OR OTHER PERSON TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR IN ANY PROSPECTUS SUPPLEMENT.
YOU MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS DOES NOT
OFFER TO SELL OR BUY ANY SECURITIES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL.
THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE OF THIS PROSPECTUS.
-------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Company......................... 1
Use of Proceeds..................... 1
Ratio of Earnings to Fixed Charges,
Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends,
Supplemental Pro Forma Ratio of
Earnings to Fixed Charges and
Supplemental Pro Forma Ratio of
Earnings to Fixed Charges and
Preferred Stock Dividends......... 1
Description of Debt Securities...... 3
Description of Capital Stock........ 8
Description of Warrants............. 16
Description of Stock Purchase
Contracts and Stock Purchase
Units............................. 17
Plan of Distribution................ 18
Where You Can Find More
Information....................... 20
Legal Opinions...................... 21
Experts............................. 21
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
THE TIMES MIRROR
COMPANY
$1,000,000,000
-------------------------
DEBT SECURITIES
CONVERTIBLE DEBT SECURITIES
EXCHANGEABLE DEBT SECURITIES
PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK
EXCHANGEABLE PREFERRED STOCK
COMMON STOCK
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
-------------------------
-------------------------
PROSPECTUS
-------------------------
, 1999
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 26
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
The following are the estimated expenses of the issuance and distribution
of the securities being registered, all of which will be paid by the Registrant.
<TABLE>
<S> <C>
Registration fee............................................ $194,600
Blue Sky fees and expenses.................................. 10,000
Printing expenses........................................... 50,000
Legal fees and expenses..................................... 50,000
Accounting fees and expenses................................ 7,500
Trustee's fees and expenses (including counsel fees)........ 20,000
Miscellaneous............................................... 10,000
--------
Total............................................. $342,100
========
</TABLE>
- -------------------------
* All amounts are estimated except the SEC's registration fee.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Pursuant to Section 102(b)(7) of the General Corporation Law of the State
of Delaware (the "GCL"), the Amended and Restated Certificate of Incorporation
of The Times Mirror Company (the "Company") eliminates the liability of the
Company's directors to the Company or its stockholders for breach of fiduciary
duties as a director, except for liabilities related to breach of the duty of
loyalty, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, and certain other liabilities.
As permitted by Section 145 of the GCL, Article VII, Section 1 of the
Company's Bylaws provide for the indemnification of its directors, officers, and
employees against expenses actually and reasonably incurred in connection with
certain stated proceedings and under certain stated conditions.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
1.1 Form of Underwriting Agreement (for equity securities)(1)
1.2 Form of Underwriting Agreement (for debt securities)(1)
3.1 Restated Certificate of Incorporation of The Times Mirror
Company(2)
3.2 Certificate of Amendment of Restated Certificate of
Incorporation of The Times Mirror Company (formerly New TMC
Inc.)(2)
3.3 Certificate of Designations of Series C Common Stock, par
value $1.00 per share, of The Times Mirror Company (formerly
New TMC Inc.)(2)
3.4 Amended and Restated Bylaws of The Times Mirror Company(3)
3.5 Certificate of Designations of Series A Preferred Stock(4)
3.6 Certificate of Designation of Series B Preferred Stock(4)
3.7 Certificate of Designation of Series C-1 Preferred Stock(5)
3.8 Certificate of Designation of Series C-2 Preferred Stock(5)
4.1 Form of the indenture(6)
4.2 Form of Certificate of Designation with respect to Preferred
Stock(7)
4.3 Form of specimen certificate representing shares of
Preferred Stock.(6)
</TABLE>
II-1
<PAGE> 27
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
4.4 Form of specimen certificate representing shares of Common
Stock.(6)
4.5 Form of Warrant Agreement (for equity securities)(7)
4.6 Form of Warrant Agreement (for debt securities)( 7)
4.7 Form of Purchase Contract Agreement with respect to the
Stock Purchase Contracts (including as Exhibit A thereto the
form of Security Certificate)(1)
4.8 Form of Pledge Agreement with respect to the Stock Purchase
Contracts(1)
5 Opinion of Gibson, Dunn & Crutcher LLP regarding the
legality of securities being registered
12.1 Computation of Ratio of Earnings to Fixed Charges and Ratio
of Earnings to Fixed Charges and Preferred Stock
Dividends(3)
12.2 Computation of Ratio of Earnings to Fixed Charges and Ratio
of Earnings to Fixed Charges and Preferred Stock
Dividends(8)
12.3 Computation of Supplemental Pro Forma Ratio of Earnings to
Fixed Charges and Supplemental Pro Forma Ratio of Earnings
to Fixed Charges and Preferred Stock Dividends
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
5 to this Registration Statement)
24 Powers of Attorney (included on pages II-5 and II-6 of this
Registration Statement)
25 Statement of Eligibility of trustee on Form T-1(1)
</TABLE>
- -------------------------
(1) To be filed by amendment, by incorporation by reference or by Current
Reports on Form 8-K in connection with the offering of the Securities.
(2) Filed as an exhibit to the Registration Statement on Form S-4 of the
Registrant (File No. 33-87482) and incorporated herein by reference.
(3) Filed as an exhibit to the Annual Report on Form 10-K for the year ended
December 31, 1998 and incorporated herein by reference.
(4) Filed as an exhibit to the Annual Report on Form 10-K for the year ended
December 31, 1995 and incorporated herein by reference.
(5) Filed as an exhibit to the Current Report on Form 8-K dated August 8, 1997
and incorporated herein by reference.
(6) Filed as an exhibit to the Registration Statement on Form S-3 of the
Registrant (File No. 333-38605) and incorporated herein by reference.
(7) Filed as an exhibit to the Registration Statement on Form S-3 of the
Registrant (File No. 33-62165) and incorporated herein by reference.
(8) Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by reference.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
II-2
<PAGE> 28
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 and Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the Securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(6) That, for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed
as a part of a registration statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of the registration statement as of the time it was declared
effective.
II-3
<PAGE> 29
(7) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(8) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust indenture Act in accordance with the rules and regulations
prescribed by the SEC under Section 305(b)(2) of the Trust indenture Act.
II-4
<PAGE> 30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on September 9,
1999.
THE TIMES MIRROR COMPANY
By: /s/ THOMAS UNTERMAN
------------------------------------
Thomas Unterman
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark H. Willes, Thomas Unterman and William A.
Niese, and each of them, as his or her true and lawful attorney-in-fact and
agent with full powers of substitution and resubstitution, or him or her and in
his or her name, place and stead, in any and all capacities to sign any or all
amendments and post-effective amendments (including post-effective amendments
filed pursuant to Rule 462(b) under the Securities Act of 1933) to this
Registration Statement, and to file the same, with all exhibits hereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, as fully to all intents and purposes as
he or she might or could do in person, lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this report has
been signed by the following persons on behalf of the Registrant in the
capacities and on the dates indicated:
<TABLE>
<C> <C> <S>
By: /s/ MARK H. WILLES Chairman of the Board, September 9, 1999
------------------------------------------------- President, Chief
Mark H. Willes Executive Officer and
Director (Principal
Executive Officer)
By: /s/ THOMAS UNTERMAN Executive Vice President September 9, 1999
------------------------------------------------- and Chief Financial
Thomas Unterman Officer (Principal
Financial and Accounting
Officer)
By: /s/ GWENDOLYN GARLAND BABCOCK Director September 1, 1999
-------------------------------------------------
Gwendolyn Garland Babcock
By: /s/ DONALD R. BEALL Director September 2, 1999
-------------------------------------------------
Donald R. Beall
</TABLE>
II-5
<PAGE> 31
<TABLE>
<C> <C> <S>
By: /s/ JOHN E. BRYSON Director September 9, 1999
-------------------------------------------------
John E. Bryson
By: /s/ BRUCE CHANDLER Director September 9, 1999
-------------------------------------------------
Bruce Chandler
By: /s/ CLAYTON W. FRYE, JR. Director September 3, 1999
-------------------------------------------------
Clayton W. Frye, Jr.
By: /s/ ROGER GOODAN Director September 3, 1999
-------------------------------------------------
Roger Goodan
By: /s/ SHERRY LANSING Director September 1, 1999
-------------------------------------------------
Sherry Lansing
By: /s/ DAWN GOULD LEPORE Director September 2, 1999
-------------------------------------------------
Dawn Gould Lepore
By: /s/ ALFRED E. OSBORNE, JR. Director September 9, 1999
-------------------------------------------------
Alfred E. Osborne, Jr.
By: /s/ ROBERT W. SCHULT Director September 1, 1999
-------------------------------------------------
Robert W. Schult
By: /s/ WILLIAM STINEHART, JR. Director September 9, 1999
-------------------------------------------------
William Stinehart, Jr.
By: /s/ WARREN B. WILLIAMSON Director September 9, 1999
-------------------------------------------------
Warren B. Williamson
By: /s/ EDWARD ZAPANTA Director September 9, 1999
-------------------------------------------------
Edward Zapanta
</TABLE>
II-6
<PAGE> 32
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
1.1 Form of Underwriting Agreement (for equity securities)(1)
1.2 Form of Underwriting Agreement (for debt securities)(1)
3.1 Restated Certificate of Incorporation of The Times Mirror
Company(2)
3.2 Certificate of Amendment of Restated Certificate of
Incorporation of The Times Mirror Company (formerly New TMC
Inc.)(2)
3.3 Certificate of Designations of Series C Common Stock, par
value $1.00 per share, of The Times Mirror Company (formerly
New TMC Inc.)(2)
3.4 Amended and Restated Bylaws of The Times Mirror Company(3)
3.5 Certificate of Designations of Series A Preferred Stock(4)
3.6 Certificate of Designation of Series B Preferred Stock(4)
3.7 Certificate of Designation of Series C-1 Preferred Stock(5)
3.8 Certificate of Designation of Series C-2 Preferred Stock(5)
4.1 Form of the indenture(6)
4.2 Form of Certificate of Designation with respect to Preferred
Stock(7)
4.3 Form of specimen certificate representing shares of
Preferred Stock.(6)
4.4 Form of specimen certificate representing shares of Common
Stock.(6)
4.5 Form of Warrant Agreement (for equity securities)(7)
4.6 Form of Warrant Agreement (for debt securities)(7)
4.7 Form of Purchase Contract Agreement with respect to the
Stock Purchase Contracts (including as Exhibit A thereto the
form of Security Certificate)(1)
4.8 Form of Pledge Agreement with respect to the Stock Purchase
Contracts(1)
5 Opinion of Gibson, Dunn & Crutcher LLP regarding the
legality of securities being registered
12.1 Computation of Ratio of Earnings to Fixed Charges and Ratio
of Earnings to Fixed Charges and Preferred Stock
Dividends(3)
12.2 Computation of Ratio of Earnings to Fixed Charges and Ratio
of Earnings to Fixed Charges and Preferred Stock
Dividends(8)
12.3 Computation of Ratio of Supplemental Pro Forma Earnings to
Fixed Charges and Supplemental Pro Forma Ratio of Earnings
to Fixed Charges and Preferred Stock Dividends
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
5 to this Registration Statement)
24 Powers of Attorney (included on pages II-5 and II-6 of this
Registration Statement)
25 Statement of Eligibility of trustee on Form T-1(1)
</TABLE>
- -------------------------
(1) To be filed by amendment, by incorporation by reference or by Current
Reports on Form 8-K in connection with the offering of the Securities.
(2) Filed as an exhibit to the Registration Statement on Form S-4 of the
Registrant (File No. 33-87482) and incorporated herein by reference.
(3) Filed as an exhibit to the Annual Report on Form 10-K for the year ended
December 31, 1998 and incorporated herein by reference.
(4) Filed as an exhibit to the Annual Report on Form 10-K for the year ended
December 31, 1995 and incorporated herein by reference.
<PAGE> 33
(5) Filed as an exhibit to the Current Report on Form 8-K dated August 8, 1997
and incorporated herein by reference.
(6) Filed as an exhibit to the Registration Statement on Form S-3 of the
Registrant (File No. 333-38605) and incorporated herein by reference.
(7) Filed as an exhibit to the Registration Statement on Form S-3 (File No.
33-62165) and incorporated herein by reference.
(8) Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999 and incorporated herein by reference.
<PAGE> 1
EXHIBIT 5
[GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]
September 9, 1999
The Times Mirror Company
Times Mirror Square
Los Angeles, California 90053
Re: Registration of $700 million of Debt Securities,
Convertible Debt Securities, Exchangeable Debt
Securities, Preferred Shares, Convertible Preferred
Shares, Exchangeable Preferred Shares, Common Shares,
Warrants, Stock Purchase Contracts and Stock Purchase Units
Ladies and Gentlemen:
We have acted as counsel to The Times Mirror Company, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), pursuant to the Registration
Statement to which this opinion is an Exhibit (the "Registration Statement"), of
$700 million in the aggregate of the Company's (i) debt securities (the "Regular
Debt Securities"), debt securities convertible into one or both of Common Shares
(as defined herein) and Preferred Shares (as defined herein) (the "Convertible
Debt Securities") and debt securities exchangeable for one or both of Common
Shares and Preferred Shares (the "Exchangeable Debt Securities" and together
with the Regular Debt Securities and Convertible Debt Securities, the "Debt
Securities"), (ii) shares of Preferred Stock (the "Regular Preferred Shares"),
shares of Preferred Stock convertible into Common Shares (the "Convertible
Preferred Shares") and shares of Preferred Stock exchangeable for Debt
Securities (the "Exchangeable Preferred Shares" and together with the Regular
Preferred Shares and Convertible Preferred Shares, the "Preferred Shares"),
(iii) shares of Series A Common Stock, par value $1.00 per share (the "Series A
Common Stock") and Series B Common Stock, par value $1.00 per share (the "Series
<PAGE> 2
GIBSON, DUNN & CRUTCHER LLP
The Times Mirror Company
September 9, 1999
Page 2
B Common Stock" and together with the Series A Common Stock, the "Common
Shares"), (iv) Warrants (the "Warrants") to purchase Debt Securities, Common
Shares or Preferred Shares of the Company, (v) stock purchase contracts (the
"Stock Purchase Contracts") to purchase Preferred Shares or Common Shares and
(vi) stock purchase units (the "Stock Purchase Units"), which consist of a Stock
Purchase Contract and Debt Securities or debt obligations of third parties,
including United States Treasury securities, securing the holder's obligation to
purchase Preferred Shares or Common Shares under the Stock Purchase Contract.
The Debt Securities, Preferred Shares, Common Shares, Warrants, Stock Purchase
Contracts and Stock Purchase Units may be issued as part of units consisting of
any combination of such securities.
We are familiar with the corporate action taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Debt Securities, the Preferred Shares, the Common Shares, the Warrants, the
Stock Purchase Contracts and the Stock Purchase Units and have made such other
legal and factual inquiries as we deem necessary for purposes of rendering this
opinion.
Based on the foregoing and in reliance thereon, and subject to
completion of the corporate action proposed to be taken by the Company referred
to above (including without limitation the due reservation of the Common Shares
and Preferred Shares for issuance, with respect to the Preferred Shares, the due
authorization, approval and filing of the Certificate of Designations referred
to below, with respect to the Debt Securities, the due authorization of the
Indenture (as defined below) and the due establishment of the specific terms of
the Debt Securities to be issued thereunder in accordance with the terms of the
Indenture, with respect to the Warrants, the due authorization of the Warrant
Agreement (as defined below), with respect to the Stock Purchase Contracts, the
due authorization of the Purchase Contract Agreement (as defined below) and
Pledge Agreement (as defined below), and with respect to the Stock Purchase
Units, the due establishment of the terms of such Stock Purchase Units by or in
accordance with resolutions of the Board of Directors of the Company authorizing
the issuance and sale of the Stock Purchase Units and the due authorization of
all documentation relating to such Stock Purchase Units), the effectiveness of
the Registration Statement, the due execution and delivery of the Indenture(s)
pursuant to which the Debt Securities will be issued (together, the
"Indenture"), the Warrant Agreement relating to the Warrants (the "Warrant
Agreement") and the Purchase Contract Agreement (the "Purchase Contract
Agreement") and the Pledge Agreement (the "Pledge Agreement") relating to the
Stock Purchase Contracts, each in materially the form filed or to be filed as an
Exhibit to the Registration Statement (by amendment, by incorporation by
reference or by Current Reports on Form 8-K), and the qualifications and
limitations set forth below, we are of the opinion that:
<PAGE> 3
GIBSON, DUNN & CRUTCHER LLP
The Times Mirror Company
September 9, 1999
Page 3
(a) the Debt Securities (including any Debt Securities included
in any Stock Purchase Units or issuable upon exchange of
any Exchangeable Preferred Shares), Warrants, Stock
Purchase Contracts (including any Stock Purchase Contracts
included in any Stock Purchase Units) and Stock Purchase
Units, upon the issuance thereof and timely payment in full
therefor in the manner described in the Registration
Statement and the Prospectus Supplement describing the
terms of the Debt Securities, Warrants, Stock Purchase
Contracts and Stock Purchase Units as issued, will be
validly issued, fully paid and nonassessable;
(b) the Debt Securities (including any Debt Securities included
in any Stock Purchase Units or issuable upon exchange of
any Exchangeable Preferred Shares) so issued will be
legally binding obligations of the Company, entitled to the
benefits provided under the Indenture pursuant to which
they are issued;
(c) any Warrants so issued will be legally binding obligations
of the Company, entitled to the benefits provided under the
applicable Warrant Agreement;
(d) any Stock Purchase Contracts (including any Stock Purchase
Contracts included in any Stock Purchase Units) so issued
will be legally binding obligations of the Company,
entitled to the benefits provided under the applicable
Purchase Contract Agreement and Pledge
Agreement;
(e) any Stock Purchase Units so issued will be legally binding
obligations of the Company; and
(f) the Preferred Shares and Common Shares issued separately or
upon the conversion or exchange of any Convertible Debt
Securities or Exchangeable Debt Securities, respectively,
so issued and upon the exercise of any Warrants and Stock
Purchase Contracts so issued (as to the Preferred Shares,
when issued pursuant to the Certificate of Designations
pursuant to Section 151 of the Delaware General Corporation
Law in materially the form filed as an Exhibit to the
Registration Statement (the "Certificate of
Designations")), and the Common Shares issued upon
conversion of any such Convertible Preferred Shares so
issued (i) will have been duly authorized and reserved for
issuance separately, upon conversion or exchange of such
<PAGE> 4
GIBSON, DUNN & CRUTCHER LLP
The Times Mirror Company
September 9, 1999
Page 4
Convertible Debt Securities or Exchangeable Debt
Securities, respectively, exercise of any such Warrants and
Stock Purchase Contracts and conversion of any such
Convertible Preferred Shares upon the respective issuance
of each, as the case may be, and (ii) upon the issuance of
such Preferred Shares and Common Shares separately against
payment in full therefor or pursuant to (x) the Indenture
upon valid conversion or exchange of such Convertible Debt
Securities or Exchangeable Debt Securities, respectively,
(y) exercise of such Warrants and Stock Purchase Contracts
and payment in full of the exercise price provided for
therein or (z) valid conversion of any such Convertible
Preferred Shares so issued in accordance with the
Certificate of Designations, as the case may be, will be
validly issued, fully paid and nonassessable.
Our opinions set forth above are subject to the effect of (a)
applicable bankruptcy, reorganization, insolvency, moratorium and other similar
laws and court decisions of general application (including without limitation
statutory or other laws regarding fraudulent or preferential transfers) relating
to, limiting or affecting the enforcement of creditors' rights generally, (b)
general principles of equity that may limit the enforceability of any of the
remedies, covenants or other provisions of the Debt Securities, the Indenture,
the Warrants, the Warrant Agreement, the Stock Purchase Contracts, the Stock
Purchase Units, the Purchase Contract Agreement, the Pledge Agreement and the
Certificate of Designations and the availability of injunctive relief or other
equitable remedies and (c) the application of principles of equity (regardless
of whether enforcement is considered in proceedings at law or in equity) as such
principles relate to, limit or affect the enforcement of creditors' rights
generally.
In addition, we express no opinion as to: (a) any provisions of the
Debt Securities, the Indenture, the Warrant Agreement, the Warrants, the Stock
Purchase Contracts, the Stock Purchase Units, the Purchase Contract Agreement,
the Pledge Agreement or the Certificate of Designations regarding the remedies
available to any person (1) to take action that is arbitrary, unreasonable or
capricious or is not taken in good faith or in a commercially reasonable manner,
whether or not such action is permitted under the Debt Securities, the
Indenture, the Warrant Agreement, the Warrants, the Stock Purchase Contracts,
the Stock Purchase Units, the Purchase Contract Agreement, the Pledge Agreement
or the Certificate of Designations or (2) for violations or breaches that are
determined by a court to be non-material or without substantially adverse effect
upon the ability of the Company to perform its material obligations under the
Debt Securities, the Indenture, the Warrant Agreement, the Warrants, the Stock
Purchase Contracts, the Stock Purchase Units, the Purchase Contract Agreement,
the
<PAGE> 5
GIBSON, DUNN & CRUTCHER LLP
The Times Mirror Company
September 9, 1999
Page 5
Pledge Agreement or the Certificate of Designations; or (b) the provisions of
the Debt Securities or the Indenture that may provide for interest on interest
or penalty interest.
The Company is a Delaware corporation. We are not admitted to
practice in Delaware. However, we are generally familiar with the Delaware
General Corporation Law and have made such review thereof as we consider
necessary for the purpose of this opinion. Subject to the foregoing, this
opinion is limited to Delaware, New York and federal law.
You have informed us that you intend to issue one or more of the
Common Shares, Preferred Shares, Debt Securities, Warrants, Stock Purchase
Contracts or Stock Purchase Units from time to time on a delayed or continuous
basis, and this opinion is limited to the laws referred to above as in effect on
the date hereof. We understand that prior to issuing any Common Shares,
Preferred Shares, Debt Securities, Warrants, Stock Purchase Contracts or Stock
Purchase Units (i) you will advise us in writing of the terms thereof and (ii)
you will afford us an opportunity to (x) review the operative documents pursuant
to which such Common Shares, Preferred Shares, Debt Securities, Warrants, Stock
Purchase Contracts and Stock Purchase Units are to be issued (including the
applicable Prospectus Supplement) and (y) file such supplement or amendment to
this opinion (if any) as we may reasonably consider necessary or appropriate by
reason of the terms of such Common Shares, Preferred Shares, Debt Securities,
Warrants, Stock Purchase Contracts or Stock Purchase Units.
We hereby consent to the use of our name under the caption "Legal
Opinions" in the Prospectus forming a part of the Registration Statement and to
the filing of this opinion as Exhibit 5 to the Registration Statement. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Act or the General Rules and
Regulations of the Securities and Exchange Commission.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
<PAGE> 1
EXHIBIT 12.3
THE TIMES MIRROR COMPANY
SUPPLEMENTAL PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES AND
SUPPLEMENTAL PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1998 JUNE 30, 1999
----------------- ------------------
<S> <C> <C>
Pro forma fixed charges:
Interest expense................................................... $110,473 $ 61,587
Portion of rents deemed to be interest............................. 11,533 5,873
Amortization of debt expense....................................... 2,151 976
-------- --------
Total fixed charges............................................ 124,157 68,436
Preferred dividends.................................................. 15,113 6,931
-------- --------
Fixed charges and preferred dividends................................ $139,270 $ 75,367
======== ========
Pro forma earnings:
Income from continuing operations before income taxes.............. $186,635 $201,914
Fixed charges...................................................... 124,157 68,436
Amortization of capitalized interest............................... 3,902 1,873
Equity loss from less than 50% owned unconsolidated affiliates .... 13,146 1,956
-------- --------
Total earnings................................................. $327,840 $274,179
======== ========
Supplemental pro forma ratio of earnings to fixed charges............ 2.6x 4.0x
Supplemental pro forma ratio of earnings to fixed charges and
preferred stock dividends.......................................... 2.4x 3.6x
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-______) and related Prospectus of The
Times Mirror Company for the registration of Debt Securities, Convertible Debt
Securities, Exchangeable Debt Securities, Preferred Stock, Convertible Preferred
Stock, Exchangeable Preferred Stock, Common Stock, Warrants, Stock Purchase
Contracts, and Stock Purchase Units, with an aggregate offering price of not
more than $1 billion and to the incorporation by reference therein of our report
dated February 8, 1999, with respect to the consolidated financial statements
and schedule of The Times Mirror Company included in its Annual Report (Form
10-K) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
September 9, 1999
