<PAGE> 1
Filed Pursuant to
Rule 424(b)(2)
Registration No. 333-86807
Prospectus Supplement to Prospectus dated October 5, 1999.
<TABLE>
<S> <C> <C>
$600,000,000
[TIMES MIRROR THE TIMES MIRROR COMPANY
LOGO] $200,000,000 6.65% Notes due October 15, 2001
$400,000,000 7.45% Notes due October 15, 2009
</TABLE>
----------------------
The Times Mirror Company is offering two series of notes. The notes will
pay interest on April 15 and October 15 of each year. Times Mirror will make the
first interest payment on April 15, 2000. Times Mirror will issue the notes only
in denominations of $1,000 and integral multiples of $1,000.
Times Mirror has the option to redeem all or a portion of the 7.45% Notes
due October 15, 2009 at any time at the redemption price described in this
prospectus supplement, plus accrued interest. The redemption price will in no
event be less than 100% of the principal amount of the notes to be redeemed. The
terms of the notes will permit Times Mirror to effect a de-recognition
defeasance of the principal amount of the notes by depositing specified assets
with the trustee under the indenture or an escrow agent to be held for the
benefit of the holders, as described under "Description of the
Notes -- De-Recognition Defeasance."
----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------
<TABLE>
<CAPTION>
Per Per
6.65% Note Total 7.45% Note Total
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Initial public offering price... 99.931% $199,862,000 99.869% $399,476,000
Underwriting discount........... 0.250% $ 500,000 0.650% $ 2,600,000
Proceeds, before expenses, to
Times Mirror.................. 99.681% $199,362,000 99.219% $396,876,000
</TABLE>
The initial public offering prices set forth above do not include accrued
interest, if any. Interest on the notes will accrue from October 19, 1999 and
must be paid by the purchaser if the notes are delivered after October 19, 1999.
----------------------
The underwriters expect to deliver the notes in book-entry form only
through the facilities of The Depository Trust Company against payment in New
York, New York on October 19, 1999.
GOLDMAN, SACHS & CO.
SALOMON SMITH BARNEY
MERRILL LYNCH & CO.
MORGAN STANLEY DEAN WITTER
----------------------
Prospectus Supplement dated October 14, 1999.
<PAGE> 2
USE OF PROCEEDS
The net proceeds received by us from the sale of the notes, after deducting
expenses payable by us, will be used for repayment of all amounts due under our
$550,000,000 short-term bank line of credit with Citicorp USA, Inc., which
matures on November 30, 1999, and for general corporate purposes, including the
reduction of our outstanding commercial paper balance. Substantially all of the
debt that will be repaid from the proceeds of this offering was incurred in
connection with the 1999 Transaction, described below. As of October 13, 1999,
$550,000,000 was due under the Citicorp line of credit, at an interest rate of
6.17%, and our outstanding principal balance of commercial paper was
$329,951,000, at a weighted average interest rate of 5.57%.
RECENT DEVELOPMENTS
In September 1999, we completed a transaction, referred to herein as the
1999 Transaction, involving agreements with our largest shareholders, Chandler
Trust No. 1 and Chandler Trust No. 2. The 1999 Transaction effectively
accelerated and augmented our previously announced stock purchase program.
The 1999 Transaction involved the formation of a new limited liability
company, TMCT II, LLC, by the Chandler Trusts, us and our affiliates, Eagle New
Media Investments, LLC and Eagle Publishing Investments, LLC. We, the Eagle
companies and the Chandler Trusts made the following capital contributions to
TMCT II:
- we contributed (1) preferred units issued by the operating partnerships
of 8 unrelated real estate investment trusts (the "OP REIT Interests")
with an aggregate purchase price of $600,000,000 and (2) $2,000,000 in
cash;
- the Eagle companies contributed a total of $633,252,000 in cash or cash
equivalents; and
- the Chandler Trusts contributed 9,306,000 shares of our Series A common
stock, 6,236,000 shares of our Series C common stock, 381,000 shares of
our Series C-1 preferred stock and 245,000 shares of our Series C-2
preferred stock (the "TMCT II Contributed Shares").
Our purchase of the OP REIT Interests was funded with the proceeds of the
Citicorp line of credit and our commercial paper line. The cash contributed to
TMCT II was used by TMCT II to purchase a portfolio of securities (the "TMCT II
Portfolio").
We, the Eagle companies and the Chandler Trusts share in the cash flow,
profits and losses of the various assets held by TMCT II. The cash flow from the
OP REIT Interests and the TMCT II Portfolio is largely allocated to the Chandler
Trusts. The cash flow from the TMCT II Contributed Shares is largely allocated
to us. Due to the allocations of the economic benefits in TMCT II, for financial
reporting purposes, 80% of the TMCT II Contributed Shares are included in
treasury stock, 80% of the preferred dividends on the Series C-1 and C-2
preferred stock will be excluded from the preferred dividend requirements and
80% of the dividends on the common stock contributed to TMCT II will be
effectively eliminated.
In connection with the 1999 Transaction, we agreed to use our reasonable
best efforts to replace our outstanding Series C-1 and C-2 preferred stocks
(which are now owned by TMCT II) with new Series D-1 and D-2 preferred stocks.
The new Series D-1 and D-2 preferred stocks will be identical to the existing
Series C-1 and C-2 preferred stocks except that the increases in the dividend
rate on the new Series D-1 and D-2 preferred stocks will be pursuant to a fixed
and certain schedule. The new Series D-1 and D-2 preferred stocks will be held
by TMCT II and considered to be TMCT II Contributed Shares.
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<PAGE> 3
As a result of the 1999 Transaction, for financial reporting purposes, the
following number of shares have been added to our treasury stock and will be
excluded from our earnings per share calculations:
- Series A and C common stocks -- 12,433,000;
- Series C-1 preferred stock -- 305,000; and
- Series C-2 preferred stock -- 196,000.
The annual preferred dividend requirements will be reduced to $8,055,000
beginning in 2000.
In addition, in September 1999, we announced our decision to sell
AchieveGlobal, Inc., a professional training company; Allen Communication, an
interactive software and training courseware developer; The StayWell Company, a
health improvement information company; and the properties of The Sporting News,
a sports related magazine, including sportingnews.com. We decided to sell these
businesses in order to concentrate on our core strengths in newspaper
publishing, flight information and magazine publishing. We anticipate we will
complete these dispositions by the first quarter of 2000.
In connection with the proposed dispositions, we have restated our
historical consolidated financial statements to treat these businesses (other
than The Sporting News) as discontinued operations. Our restated consolidated
financial statements are included in our current report on Form 8-K dated
September 3, 1999 and filed with the Securities and Exchange Commission on
September 29, 1999. Additional information regarding the 1999 Transaction and
the proposed dispositions can also be found in our current report on Form 8-K
dated September 3, 1999 and filed with the Securities and Exchange Commission on
September 7, 1999.
RATIO OF EARNINGS TO FIXED CHARGES AND 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 (less capitalized interest and interest in 1994 on debt of
our employee stock ownership plan)
- equity income or loss from our unconsolidated affiliates
- amortization of capitalized interest
- distributed income from our 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 in 1994 on debt of our employee stock ownership plan, for which
we guaranteed repayment
S-3
<PAGE> 4
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 were 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 were 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 offering of the notes made hereby
- the 1999 Transaction
The supplemental pro forma ratio of earnings to fixed charges was adjusted
for:
(1) changes to interest income and expense, equity income and income taxes
resulting from the 1999 Transaction;
(2) changes to interest expense and amortization of debt expense relating
to the notes offered hereby; and
(3) assuming that both (1) and (2) had 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 ratio 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 is to be owned by TMCT II, to
reflect the portion treated as treasury stock; and
(3) assuming both (1) and (2) had occurred on January 1, 1998.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, SIX MONTHS
------------------------------------- ENDED
1994 1995 1996 1997 1998 JUNE 30, 1999
---- ---- ----- ---- ---- -------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges......................... 3.0x (a) 10.4x 9.2x 4.2x 6.0x
Ratio of earnings to fixed charges
and preferred stock dividends... N/A (b) 3.2x 4.4x 2.8x 4.3x
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....... -- -- -- -- 2.3x 3.6x
</TABLE>
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(a) Earnings were approximately $251 million lower than the amount needed to
cover fixed charges in this year, as earnings in 1995 were impacted by
approximately $502 million in restructuring charges.
(b) Earnings were approximately $326 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 $502 million in restructuring
charges.
S-4
<PAGE> 5
CAPITALIZATION
The following table sets forth our capitalization and pro forma
capitalization at June 30, 1999. The pro forma capitalization gives effect to
(1) the 1999 Transaction (including the replacement of outstanding Series C-1
and C-2 preferred stocks with new Series D-1 and D-2 preferred stocks and the
addition to treasury stock for financial reporting purposes of 80% of the Series
D-1 and D-2 preferred stocks) and (2) the issuance of the notes described
herein. This table should be read in conjunction with our historical
consolidated financial statements and related notes thereto and our pro forma
condensed consolidated financial statements and related notes thereto, both of
which are incorporated by reference in the accompanying prospectus.
<TABLE>
<CAPTION>
JUNE 30, 1999
----------------------------
HISTORICAL(1) PRO FORMA
------------- -----------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
Short-term debt............................................. $ 372,877 $ 373,539
Long-term debt, net......................................... 956,108 1,555,446
Shareholders' equity
Preferred stock, $1 par value; stated at liquidation
value; convertible to Series A common stock:
Series A: 900,000 shares authorized; 824,000 shares
issued and outstanding............................... 411,784 411,784
Series C-1: 381,000 (historical) shares authorized,
issued and outstanding............................... 190,486 --
Series C-2: 245,000 (historical) shares authorized,
issued and outstanding............................... 122,550 --
Series D-1: 381,000 (pro forma) shares authorized,
issued and outstanding............................... -- 190,486
Series D-2: 245,000 (pro forma) shares authorized,
issued and outstanding............................... -- 122,550
Common stock, $1 par value:
Series A: 500,000,000 shares authorized; 87,033,000
(historical) and 93,269,000 (pro forma) shares issued
and outstanding...................................... 87,033 93,269
Series C: 300,000,000 shares authorized; 25,087,000
(historical) and 18,851,000 (pro forma) shares issued
and outstanding; convertible to Series A common
stock................................................ 25,087 18,851
Additional paid-in capital.................................. 1,295,657 1,295,657
Retained earnings........................................... 1,709,217 1,709,217
Accumulated other comprehensive income...................... 9,662 9,662
Less treasury stock at cost:
Series A common stock: 40,242,000 (historical) and
52,675,000 (pro forma) shares; Series A preferred
stock: 735,000 shares; Series D-1 preferred stock:
305,000 (pro forma) shares; Series D-2 preferred stock:
196,000 (pro forma) shares............................. (2,542,554) (3,546,756)
----------- -----------
Total shareholders' equity........................ 1,308,922 304,720
----------- -----------
Total capitalization.............................. $ 2,637,907 $ 2,233,705
=========== ===========
</TABLE>
- ---------------
(1) As restated in our current report on Form 8-K dated September 3, 1999 and
filed with the Securities and Exchange Commission on September 29, 1999.
S-5
<PAGE> 6
DESCRIPTION OF THE NOTES
The following description of the two series of notes offered hereby
supplements the more general description of debt securities that appears in the
accompanying prospectus. You should read this section together with the section
entitled "Description of Debt Securities" in the accompanying prospectus. If
there are any inconsistencies between this section and the accompanying
prospectus, you should rely on the information in this section. Capitalized
terms used herein and not defined herein shall have the meanings given to them
in the accompanying prospectus or in the indenture referred to herein.
GENERAL
The 6.65% Notes and the 7.45% Notes will each:
- be debt securities as described in the accompanying prospectus;
- mature on October 15, 2001 and October 15, 2009, respectively;
- bear interest at the rate of 6.65% per year and 7.45% per year,
respectively;
- be limited to $200,000,000 and $400,000,000 aggregate principal amount,
respectively;
- be issued as a new and separate series under an indenture, dated as of
March 19, 1996, between us and Citibank, N.A., as trustee (the
"Trustee"), which is more fully described in the accompanying prospectus,
as supplemented by the supplemental indenture amending the indenture to
provide for de-recognition defeasance of the notes;
- be issued in registered book-entry form only, in denominations of $1,000
or integral multiples of $1,000;
- be our unsecured and unsubordinated debt;
- rank equally with our other unsecured and unsubordinated debt;
- be subject to defeasance and covenant defeasance as described in the
accompanying prospectus and to the additional defeasance provisions as
described below under "De-Recognition Defeasance"; and
- with respect to the 7.45% Notes due October 15, 2009, be redeemable at
our option as described below under "Optional Redemption."
Interest on the 6.65% Notes and the 7.45% Notes will:
- be payable semi-annually in arrears on April 15 and October 15 of each
year to the persons in whose names the notes are registered at the close
of business on April 1 and October 1 of such year, as the case may be,
prior to the payment date;
- accrue from October 19, 1999 and payments will begin on April 15, 2000;
and
- be calculated on the basis of a 360-day year consisting of twelve 30-day
months.
OPTIONAL REDEMPTION
The 7.45% Notes due October 15, 2009 will be redeemable, in whole or in
part, at our option at any time. The redemption price for the notes to be
redeemed will equal the greater of:
- 100% of the principal amount of such notes; and
- as determined by an Independent Investment Banker (as defined below), the
sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of any payments
of interest accrued as of the redemption date) discounted to the
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<PAGE> 7
redemption date on a semiannual basis at the Adjusted Treasury Rate (as
defined below), plus, in each case, accrued interest thereon to the
redemption date. The redemption price will be calculated assuming a
360-day year consisting of twelve 30-day months.
"Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to (A) the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, plus (B) 15 basis points.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date (A)
the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such Quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by us.
"Reference Treasury Dealer" means each of Goldman, Sachs & Co., Salomon
Smith Barney Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan
Stanley & Co. Incorporated and their respective successors; provided, however,
that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), we will
substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. (New York
City time) on the third Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of the notes to be redeemed.
Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the notes or portions thereof
called for redemption.
The notes will not be entitled to the benefit of a sinking fund.
RESTRICTIVE COVENANTS
In addition to the covenants described under "Description of Debt
Securities -- Restrictive Covenants" in the accompanying prospectus, the
covenant described below (the "Additional Covenant") shall also be applicable to
the notes. The following defined terms apply for purposes of the Additional
Covenant and the Additional Event of Default (as defined below) set forth below:
"1995 Debentures" means our 7 1/2% Debentures due July 1, 2023 and our
7 1/4% Debentures due March 1, 2013, both issued under the 1995 Indenture.
"1995 Indenture" means the Indenture, dated January 30, 1995, by and
between us and The Bank of New York, as successor trustee, as amended,
supplemented or otherwise modified from time to time.
"Principal Property" shall have the meaning set forth from time to time in
the 1995 Indenture. Under the 1995 Indenture as in effect on the date hereof,
the term "Principal Property" means "any manufacturing plant or facility located
within the United States of America (other than its territories or
S-7
<PAGE> 8
possessions) and owned by Times Mirror or any Subsidiary, except such plant or
facility which, in the opinion of the Board of Directors of Times Mirror, is not
of material importance to the business conducted by Times Mirror and its
Subsidiaries, taken as a whole." There can be no assurance that such definition
will not be amended, modified or eliminated in the future.
"Restricted Subsidiary" shall have the meaning set forth from time to time
in the 1995 Indenture. Under the 1995 Indenture as in effect on the date hereof,
the term "Restricted Subsidiary" means "any Subsidiary which owns or leases a
Principal Property." There can be no assurance that such definition will not be
amended, modified or eliminated in the future.
"Subsidiary" and "Voting Shares" shall have the meanings set forth from
time to time in the 1995 Indenture. Under the 1995 Indenture as in effect on the
date hereof, the term "Subsidiary" means "any corporation a majority of the
Voting Shares of which is at the time owned directly or indirectly by Times
Mirror and its other Subsidiaries" and "Voting Shares" means "outstanding shares
of capital stock having voting power for the election of directors, whether at
all times or only so long as no senior class of stock has such voting power
because of default in dividends or other default." There can be no assurance
that such definitions will not be amended, modified or eliminated in the future.
The Additional Covenant is as follows:
Covenant to Secure Notes Equally. Times Mirror will not, nor will it permit
any Subsidiary to, secure any of the 1995 Debentures by mortgage, pledge, lien
or other encumbrance (mortgages, pledges, liens and other encumbrances being
hereinafter called "mortgage" or "mortgages") upon any Principal Property or on
any shares of stock or indebtedness of any Restricted Subsidiary (whether such
Principal Property, shares of stock or indebtedness is now owned or hereafter
acquired) without in any such case effectively providing, concurrently with such
mortgage in favor of the 1995 Debentures, that the 6.65% Notes and the 7.45%
Notes (together with, if Times Mirror shall so determine, any other indebtedness
of or guaranteed by Times Mirror or such Restricted Subsidiary ranking equally
with the 6.65% Notes and the 7.45% Notes then existing or thereafter created)
shall be secured equally and ratably with the 1995 Debentures so long as any of
the 1995 Debentures shall be so secured. If the 1995 Debentures are no longer
secured by such Principal Property, shares of stock or indebtedness (whether as
a result of a repayment of the 1995 Debentures, voluntary release or otherwise),
then, upon delivery to the Trustee of an Officers' Certificate to that effect,
any mortgage on such Principal Property, shares of stock or indebtedness in
favor of the 6.65% Notes and the 7.45% Notes shall be reconveyed, released and
terminated. In the event that the 1995 Debentures shall no longer be outstanding
whether by discharge, defeasance or otherwise, then, upon delivery to the
Trustee of an Officers' Certificate to that effect, this covenant shall
immediately cease to be applicable to the 6.65% Notes and the 7.45% Notes
(provided that if this covenant requires the release of any mortgage securing
the 6.65% Notes and the 7.45% Notes, this covenant shall remain in effect solely
for the purpose of effecting such release).
DE-RECOGNITION DEFEASANCE
Pursuant to the indenture, as supplemented, we will be permitted to effect
a de-recognition defeasance of all or a portion of the principal of (but not the
interest on) the 6.65% Notes and the 7.45% Notes in accordance with the
Statement of Financial Accounting Standards No. 125 of the Financial Accounting
Standards Board. To effect a de-recognition defeasance with respect to such
notes, we must deposit or cause to be deposited with the Trustee or an escrow
agent assets to be held for the benefit of the holders of such notes sufficient,
in the opinion of a nationally recognized firm of independent public
accountants, to pay an amount equal to the portion of the principal amount of
such notes to be defeased on a date not later than three Business Days prior to
the maturity date of such notes. If Times Mirror elects to effect a
de-recognition defeasance with respect to less than all of the principal amount
of the notes of any series, the de-recognition defeasance will apply to a pro
rata portion of the principal amount of each outstanding note of such series.
The assets deposited with the Trustee or escrow agent must consist of financial
assets limited to (i) U.S. Government
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<PAGE> 9
obligations, (ii) debt securities issued by one or more U.S.
government-sponsored enterprises, (iii) other debt securities that are rated at
the time of deposit Aaa by Moody's Investor Services and AAA by Standard &
Poor's Rating Services and (iv) contracts under which the Trustee or escrow
agent has a right to receive payments from a financial counterparty which
payments are secured by a pledge of any of the foregoing securities ("Assigned
Rights"). In addition, to effect a de-recognition defeasance, Times Mirror must
satisfy the conditions precedent for a covenant defeasance described under the
heading "Defeasance and Discharge" in the accompanying prospectus, except as
provided above.
With respect to the notes for which we have elected de-recognition
defeasance, holders will be entitled to look first only to the assets held by
the Trustee or escrow agent for payment of the portion of the principal amount
of such notes that has been defeased, and we will not be liable for payment of
such portion of the principal amount of such notes to the extent that amounts
received by the Trustee in respect of these assets are adequate to pay such
portion of the principal amount when due. To the extent that amounts received in
respect of the assets held by the Trustee or escrow agent are insufficient to
pay the full portion of the principal amount of such notes that has been
defeased when due, the holders will be entitled to receive payment from us of
any such portion of the principal amount that remains unsatisfied. There can be
no assurance with respect to any series of the notes as to which de-recognition
defeasance is elected that amounts collected by the Trustee from assets held by
the Trustee or escrow agent will be sufficient to pay the full portion of the
principal amount that has been defeased or, with respect to assets consisting of
Assigned Rights, that the financial contract constituting such Assigned Rights
will not be terminated in accordance with its terms prior to the time such notes
are due and payable. Accordingly, prospective purchasers should make an
investment decision with respect to the notes solely on the basis of an
evaluation of our creditworthiness. Except as provided above, after the
de-recognition defeasance, Times Mirror will continue to be responsible to
perform its obligations under the indenture.
By accepting the 6.65% Notes and the 7.45% Notes, the holders of such notes
are deemed to have consented to and approved the supplemental indenture amending
the indenture to provide for de-recognition defeasance of such notes.
EVENTS OF DEFAULT
In addition to the events described under "Description of Debt
Securities -- Events of Default" in the accompanying prospectus, an event of
default (the "Additional Event of Default") shall exist for the 6.65% Notes and
the 7.45% Notes under the indenture if an Event of Default (as defined in the
1995 Indenture) has occurred and is continuing as a result of a breach of any
covenant set forth in Section 1006 or Section 1007 of the 1995 Indenture as such
covenants are in effect from time to time. Any such Event of Default under the
1995 Indenture which is waived by the requisite holders of the 1995 Debentures,
or which is otherwise cured, shall no longer be continuing for purposes of the
6.65% Notes and the 7.45% Notes and the indenture. In the event that the 1995
Debentures shall no longer be outstanding whether by discharge, defeasance or
otherwise, or if Section 1006 and Section 1007 are eliminated from the 1995
Indenture, then, upon delivery to the Trustee of an Officers' Certificate to
that effect, the Additional Event of Default for the 6.65% Notes and the 7.45%
Notes under the indenture shall thereupon be eliminated.
Section 1006 of the 1995 Indenture, as in effect on the date hereof,
provides substantially as follows, although there can be no assurance that such
section shall not be amended, modified or eliminated in the future:
Limitations on Liens. Times Mirror will not, nor will it permit any
Subsidiary to, issue, assume or guarantee any debt for money borrowed (herein
referred to as "Debt") secured by mortgage, pledge, lien or other encumbrance
(mortgages, pledges, liens and other encumbrances being hereinafter called
"mortgage" or "mortgages") upon any Principal Property or on any shares of stock
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<PAGE> 10
or indebtedness of any Restricted Subsidiary (whether such Principal Property,
shares of stock or indebtedness is now owned or hereafter acquired) without in
any such case effectively providing, concurrently with the issuance, assumption
or guaranty of any such Debt, that the 1995 Debentures (together with, if Times
Mirror shall so determine, any other indebtedness of or guaranteed by Times
Mirror or such Restricted Subsidiary ranking equally with the 1995 Debentures
then existing or thereafter created) shall be secured equally and ratably with
such Debt; provided, however, that the foregoing restrictions shall not apply
to:
(i) mortgages on property, shares of stock or indebtedness of or
guaranteed by any corporation existing at the time such corporation becomes
a Restricted Subsidiary;
(ii) mortgages on property existing at the time of acquisition of such
property by Times Mirror or a Restricted Subsidiary, or mortgages to secure
the payment of all or any part of the purchase price of such property upon
the acquisition of such property by Times Mirror or a Restricted
Subsidiary, or to secure any Debt incurred or guaranteed by Times Mirror or
a Restricted Subsidiary prior to, at the time of, or within 120 days after
the later of the acquisition, completion of construction (including any
improvements on an existing property) or commencement of full operation of
such property, which Debt is incurred or guaranteed for the purpose of
financing all or any part of the purchase price thereof or construction or
improvements thereon; provided, however, that in the case of any such
acquisition, construction or improvement the mortgage shall not apply to
any property theretofore owned by Times Mirror or a Restricted Subsidiary
other than, in the case of any such construction or improvement, any
theretofore unimproved real property on which the property so constructed,
or improvement, is located;
(iii) mortgages securing Debt of a Restricted Subsidiary owing to
Times Mirror or to another Restricted Subsidiary;
(iv) mortgages on property of a corporation existing at the time such
corporation is merged into or consolidated with Times Mirror or a
Restricted Subsidiary or at the time of a purchase, lease or other
acquisition of the properties of a corporation or firm as an entirety or
substantially as an entirety by Times Mirror or a Restricted Subsidiary;
(v) mortgages on property of Times Mirror or a Restricted Subsidiary
in favor of the United States of America or any State thereof, or any
department, agency or instrumentality or political subdivision of the
United States of America or any State thereof, or in favor of any other
country, or any political subdivision thereof, to secure partial, progress,
advance or other payments pursuant to any contract or statute or to secure
any indebtedness incurred or guaranteed for the purpose of financing all or
any part of the purchase price or the cost of construction of the property
subject to such mortgages (including, but not limited to, mortgages
incurred in connection with pollution control, industrial revenue or
similar financings);
(vi) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any mortgage referred to
in the foregoing clauses (i) to (v), inclusive; provided, however, that the
principal amount of Debt secured thereby shall not exceed the principal
amount of Debt so secured at the time of such extension, renewal or
replacement, and that such extension, renewal or replacement shall be
limited to all or part of the property which secured the mortgage so
extended, renewed or replaced (plus improvements and construction on such
property);
(vii) liens imposed by law, such as mechanics', workmen's,
repairmen's, materialmen's, carriers', warehousemen's, vendors' or other
similar liens arising in the ordinary course of business, or governmental
(federal, state or municipal) liens arising out of contracts for the sale
of products or services by Times Mirror or any Restricted Subsidiary, or
deposits or pledges to obtain the release of any of the foregoing liens;
(viii) pledges or deposits under worker's compensation laws or similar
legislation and liens of judgments thereunder which are not currently
dischargeable, or good faith deposits in connection
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<PAGE> 11
with bids, tenders, contracts (other than for the payment of money) or
leases to which Times Mirror or any Restricted Subsidiary is a party, or
deposits to secure public or statutory obligations of Times Mirror or any
Restricted Subsidiary, or deposits in connection with obtaining or
maintaining self-insurance or to obtain the benefits of any law, regulation
or arrangement pertaining to unemployment insurance, old age pensions,
social security or similar matters, or deposits of cash or obligations of
the United States of America to secure surety, appeal or customs bonds to
which Times Mirror or any Restricted Subsidiary is a party, or deposits in
litigation or other proceedings such as, but not limited to, interpleader
proceedings;
(ix) liens created by or resulting from any litigation or other
proceeding which is being contested in good faith by appropriate
proceedings, including liens arising out of judgments or awards against
Times Mirror or any Restricted Subsidiary with respect to which Times
Mirror or such Restricted Subsidiary is in good faith prosecuting an appeal
or proceedings for review; or liens incurred by Times Mirror or any
Restricted Subsidiary for the purpose of obtaining a stay or discharge in
the course of any litigation or other proceeding to which Times Mirror or
such Restricted Subsidiary is a party; or
(x) liens for taxes or assessments or governmental charges or levies
not yet due or delinquent, or which can thereafter be paid without penalty,
or which are being contested in good faith by appropriate proceedings;
landlord's liens on property held under lease; and any other liens or
charges incidental to the conduct of the business of Times Mirror or any
Restricted Subsidiary or the ownership of the property and assets of any of
them which were not incurred in connection with the borrowing of money or
the obtaining of advances or credit and which do not, in the opinion of
Times Mirror, materially impair the use of such property in the operation
of the business of Times Mirror or such Restricted Subsidiary or the value
of such property for the purposes of such business.
Notwithstanding the foregoing, Times Mirror and any one or more
Subsidiaries may issue, assume or guarantee Debt secured by mortgages which
would otherwise be subject to the foregoing restrictions in an aggregate amount
which, together with all other Debt of Times Mirror and its Restricted
Subsidiaries which (if originally issued, assumed or guaranteed at such time)
would otherwise be subject to the foregoing restrictions (not including Debt
permitted to be secured under clauses (i) through (x) above), does not at the
time exceed 10% of the shareholders' equity of Times Mirror and its consolidated
Subsidiaries, as shown on the audited consolidated financial statements of Times
Mirror as of the end of the fiscal year preceding the date of determination.
Section 1007 of the 1995 Indenture, as in effect on the date hereof,
provides substantially as follows, although there can be no assurance that such
section shall not be amended, modified or eliminated in the future:
Limitations on Sale and Leaseback Transactions. Times Mirror will not, nor
will it permit any Restricted Subsidiary to, enter into any arrangement with any
person providing for the leasing by Times Mirror or any Restricted Subsidiary of
any Principal Property of Times Mirror or any Restricted Subsidiary, whether
such Principal Property is now owned or hereafter acquired (except for temporary
leases for a term of not more than three years, except for leases between Times
Mirror and a Restricted Subsidiary or between Restricted Subsidiaries and except
for leases of a Principal Property entered into within 120 days after the later
of the acquisition, completion of construction or commencement of full operation
of such Principal Property), which property has been or is to be sold or
transferred by Times Mirror or such Restricted Subsidiary to such person (herein
referred to as a "Sale and Leaseback Transaction"), unless:
(i) Times Mirror or such Restricted Subsidiary would be entitled to
issue, assume or guarantee Debt secured by a mortgage upon such property at
least equal in amount to the Attributable Debt (as defined) in respect of
such Sale and Leaseback Transaction without equally and ratably securing
the 1995 Debentures, provided, however, that from and after the date on
which such Sale and Leaseback Transaction becomes effective, the
Attributable Debt in
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<PAGE> 12
respect of such Sale and Leaseback Transaction shall be deemed for all
purposes under Sections 1006 and 1007 of the 1995 Indenture to be Debt
subject to the provisions of Section 1006 of the 1995 Indenture; or
(ii) Times Mirror shall apply an amount in cash equal to the
Attributable Debt in respect of such Sale and Leaseback Transaction to the
retirement (other than any mandatory retirement or by way of payment at
maturity), within 90 days of the effective date of any such Sale and
Leaseback Transaction, of Debt of Times Mirror or any Restricted Subsidiary
(other than Debt owned by Times Mirror or any Restricted Subsidiary and
other than Debt of Times Mirror which is subordinated to the 1995
Debentures) which by its terms matures at, or is extendible or renewable at
the sole option of the obligor without requiring the consent of the obligee
to, a date more than twelve months after the date of the creation of such
Debt. "Attributable Debt," in respect of any Sale and Leaseback Transaction
means, at the time of determination, the present value (discounted at the
rate of interest implicit in the lease) of the obligation of the lessee for
net rental payments during the remaining term of the lease (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended).
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 the holders of 25% or more in principal amount
of a series of the notes may declare the principal amount of all the notes of
that series to be due and payable immediately.
BOOK-ENTRY SYSTEM
The notes will be represented by one or more Global Securities. Each Global
Security will be deposited with, or on behalf of, The Depository Trust Company,
New York, New York ("DTC"), and be registered in the name of DTC or its nominee.
Except under certain limited circumstances described below, the notes will not
be issued in definitive form.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended. DTC holds securities that its participants
("participants") deposit with DTC. DTC also facilitates the settlement among
participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a direct
participant, either directly or indirectly. The rules applicable to DTC and its
participants are on file with the Securities and Exchange Commission.
As long as DTC or its nominee is the registered owner of a Global Security,
DTC or its nominee, as the case may be, will be considered the sole owner or
holder of the notes represented by that Global Security for all purposes under
the indenture. Except under certain limited circumstances described below,
owners of beneficial interests in a Global Security will not be entitled to have
notes represented by that Global Security registered in their names, will not
receive or be entitled to receive physical delivery of the notes in definitive
form and will not be considered the owners or holders of the notes under the
indenture.
Upon the issuance of a Global Security, DTC will credit the accounts of
persons designated by the underwriters on its book-entry registration and
transfer system with the respective principal
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<PAGE> 13
amounts of the notes represented by the Global Security. Ownership of beneficial
interests in a Global Security will be limited to participants or persons that
clear through or maintain a custodial relationship with a participant. Ownership
of beneficial interests in a Global Security will be shown on, and the transfer
of that ownership will be effected only through, DTC's or its nominee's records
(with respect to interests of participants) and on participant's records (with
respect to interests of persons other than participants). The laws of some
states require that certain purchasers of securities take physical delivery of
such securities in definitive form. These laws and their limitations may impair
the ability to transfer beneficial interests in a Global Security.
Principal and interest payments on notes registered in the name of DTC or
its nominee will be made to DTC or its nominee, as the case may be, as the
registered owner of the relevant Global Security. Neither us nor the Trustee or
any paying agent for the notes will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
interests in a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial interests.
We expect that DTC or its nominee, upon receipt of any payment of principal
or interest, will immediately credit each participant's accounts with payments
in amounts proportionate to their respective beneficial interests in the
principal amount of the relevant Global Security as shown on its records. We
also expect that payments by participants to owners of beneficial interests in a
Global Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such participants.
If DTC is at any time unwilling or unable to continue as depository with
respect to any Global Security and we do not appoint a successor depository
within 90 days, we will issue notes in definitive form in exchange for the
entire Global Security. In addition, we may at any time and in our sole
discretion determine not to have the notes represented by a Global Security and,
in such event, will issue notes in definitive form in exchange for the entire
Global Security. In any such instance, an owner of a beneficial interest in a
Global Security will be entitled to physical delivery of notes in definitive
form represented by such Global Security equal in principal amount to such
beneficial interest and to have such notes registered in its name. Notes issued
in definitive form will be issued as registered notes in denominations of $1,000
and integral multiples thereof, unless otherwise specified by us.
DTC management is aware that some computer applications, systems, and the
like for processing data ("Systems") that are dependent upon calendar dates,
including dates before, on, or after January 1, 2000, may encounter "Year 2000
problems." DTC has informed its participants and other members of the financial
community that it has developed and is implementing a program so that its
Systems, as the same relate to the timely payment of distributions (including
principal and income payments) to securityholders, book-entry deliveries, and
settlement of trades within DTC, continue to function appropriately. This
program includes a technical assessment and a remediation plan, each of which is
complete. Additionally, DTC's plan includes a testing phase, which is expected
to be completed within appropriate time frames.
However, DTC's ability to perform properly its services is also dependent
upon other parties, including but not limited to issuers and their agents, as
well as third party vendors from whom DTC licenses software and hardware, and
third party vendors on whom DTC relies for information or the provision of
services, including telecommunication and electrical utility service providers,
among others. DTC has informed its participants and other members of the
financial community that it is contacting (and will continue to contact)
third-party vendors from whom DTC acquires services to impress upon them the
importance of such services being Year 2000 compliant and to determine the
extent of their efforts for Year 2000 remediation (and, as appropriate, testing)
of their services. In addition, DTC is in the process of developing contingency
plans it deems appropriate.
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<PAGE> 14
According to DTC, the foregoing information with respect to DTC has been
provided to its participants and other members of the financial community for
informational purposes only and is not intended to serve as a representation,
warranty, or contract modification of any kind.
The information contained in this section concerning DTC and DTC's
book-entry system has been obtained from sources that Times Mirror believes to
be reliable, but Times Mirror takes no responsibility for the accuracy thereof.
SETTLEMENT AND PAYMENT
Settlement for the notes will be made by the underwriters in immediately
available funds. All payments of principal and interest on the notes will be
made by us in immediately available funds.
INFORMATION CONCERNING THE TRUSTEE
The Trustee also acts as trustee under the indenture that governs our:
- 4 1/4% Premium Equity Participating Securities due March 15, 2001;
- 7 1/4% Debentures due November 15, 2096; and
- 6.61% Debentures due September 15, 2027.
In addition, the Trustee acts as trustee, registrar, paying agent and
conversion agent under the indenture dated as of April 15, 1997 relating to our
Liquid Yield Option(TM) Notes due 2017 (Zero Coupon-Subordinated). In the
ordinary course of business, we maintain deposits with the Trustee and the
Trustee has also from time to time provided other banking services to us.
S-14
<PAGE> 15
UNDERWRITING
Times Mirror and the underwriters for the offering (the "Underwriters")
named below have entered into an underwriting agreement and a pricing agreement
with respect to the notes. Subject to certain conditions, each Underwriter has
severally agreed to purchase the principal amount of notes indicated in the
following table.
<TABLE>
<CAPTION>
Principal Amount Principal Amount
Underwriters of 6.65% Notes of 7.45% Notes
------------ ---------------- ----------------
<S> <C> <C>
Goldman, Sachs & Co.................................. $120,000,000 $240,000,000
Salomon Smith Barney Inc............................. 40,000,000 80,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated... 20,000,000 40,000,000
Morgan Stanley & Co. Incorporated.................... 20,000,000 40,000,000
------------ ------------
Total...................................... $200,000,000 $400,000,000
============ ============
</TABLE>
----------------------
Notes sold by the Underwriters to the public will initially be offered at
the respective initial public offering prices set forth on the cover of this
prospectus supplement. Any notes sold by the Underwriters to securities dealers
may be sold at a discount from the initial public offering price of up to 0.150%
and 0.400% of the principal amount of the 6.65% Notes and the 7.45% Notes,
respectively. Any such securities dealers may resell any notes purchased from
the Underwriters to certain other brokers or dealers at a discount from the
initial public offering price of up to 0.125% and 0.250% of the principal amount
of the 6.65% Notes and the 7.45% Notes, respectively. If all the 6.65% Notes and
the 7.45% Notes are not sold at the initial public offering price, the
Underwriters may change the offering price and the other selling terms.
The notes are new issues of securities with no established trading market.
Times Mirror has been advised by the Underwriters that the Underwriters intend
to make a market in the notes but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the notes.
In connection with the offering, the Underwriters may purchase and sell the
notes in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the Underwriters of a greater number of
notes than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the notes while the
offering is in progress.
The Underwriters also may impose a penalty bid. This occurs when a
particular Underwriter repays to the Underwriters a portion of the underwriting
discount received by it because the Underwriters have repurchased notes sold by
or for the account of such Underwriter in stabilizing or short covering
transactions.
These activities by the Underwriters may stabilize, maintain or otherwise
affect the market price of the notes. As a result, the price of the notes may be
higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued by the Underwriters at any
time. These transactions may be effected in the over-the-counter market or
otherwise.
Goldman, Sachs & Co. and certain other Underwriters are currently
performing, have in the past performed, and may in the future perform,
commercial or investment banking services for Times Mirror and its affiliates
for which they have received, and may in the future receive, fees or other
compensation. As described under the heading "Use of Proceeds," a portion of the
proceeds of the offering of the notes will be used to repay amounts due to
Citicorp USA, Inc., an affiliate of Salomon Smith Barney Inc., under our line of
credit. This offering is being made in compliance with Rule 2710(c)(8) of the
National Association of Securities Dealers, Inc. Citibank, N.A., an affiliate of
Salomon Smith Barney Inc., is acting as the Trustee for the notes under the
indenture.
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<PAGE> 16
Times Mirror estimates that its share of the total expenses of the
offering, excluding underwriting discounts and commissions, will be
approximately $342,000.
Times Mirror has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
CERTAIN LEGAL MATTERS
The validity of the notes offered hereby will be passed upon for Times
Mirror by Gibson, Dunn & Crutcher LLP, Los Angeles, California. The validity of
the notes offered hereby will be passed upon for the Underwriters by Latham &
Watkins, Los Angeles, California.
FORWARD-LOOKING STATEMENTS
Any forward-looking statements made or incorporated by reference into this
prospectus supplement are subject to risks and uncertainty. There can be no
assurance that these future results will be achieved. For example, there can be
no assurance that Times Mirror will be able to complete the dispositions
discussed under the heading "Recent Developments" on terms and conditions that
are acceptable to Times Mirror. Readers are cautioned that the achievement of
such expectations, and other aspects of our performance, could be adversely
affected by a number of factors. Some of these factors are described in Note 8
to our restated condensed consolidated financial statements for the quarter
ended June 30, 1999, included in our current report on Form 8-K dated September
3, 1999 and filed with the Securities and Exchange Commission on September 29,
1999.
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<PAGE> 17
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, under certain circumstances, 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 OCTOBER 5, 1999
<PAGE> 18
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, our affiliates 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 sold by us pursuant to this
prospectus and the applicable prospectus supplement for general corporate
purposes.
RATIO OF EARNINGS TO FIXED CHARGES AND 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 (less capitalized interest and interest in 1994 on debt of
our employee stock ownership plan)
- 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
2
<PAGE> 19
- interest in 1994 on debt of our employee stock ownership plan, for which
we guaranteed repayment
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:
- 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 and filed with the SEC on September 7, 1999 which is
incorporated by reference as part of this prospectus.
The supplemental pro forma ratio of earnings to fixed charges was adjusted
for changes to interest income and expense, equity income and income taxes
resulting from our recent transaction with the Chandler Trusts assuming the
transaction 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, to
reflect the portion treated as treasury stock; and
(3) assuming both (1) and (2) had occurred on January 1, 1998.
3
<PAGE> 20
<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) 10.4x 9.2x 4.2x 6.0x
Ratio of earnings to fixed charges
and preferred stock dividends..... N/A (b) 3.2x 4.4x 2.8x 4.3x
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>
- -------------------------
(a) Earnings were approximately $251 million lower than the amount needed to
cover fixed charges in this year, as earnings in 1995 were impacted by
approximately $502 million in restructuring charges.
(b) Earnings were approximately $326 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 $502 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.
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
4
<PAGE> 21
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.
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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.
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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, except 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.
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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
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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
series 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 41,397,944 shares
were issued and outstanding at September 24, 1999
- 100,000,000 shares of Series B Common Stock, none of which was
outstanding at September 24, 1999
- 300,000,000 shares of Series C Common Stock, par value $1.00 per share,
of which 18,300,813 shares were issued and outstanding at September 24,
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 24, 1999
- 8,438,822 shares are designated Series B Preferred Stock, none of which
shares were issued and outstanding at September 24, 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 24, 1999
- 245,100 shares are designated Series C-2 Preferred Stock, of which
49,020 shares were issued and outstanding at September 24, 1999
We first issued Series C-1 Preferred Stock and Series C-2 Preferred Stock
on August 8, 1997.
The outstanding shares at September 24, 1999 exclude (1) 52,421,607 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 and filed with the SEC on September 7, 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 amended and restated 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 Restated
Certificate of Incorporation 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
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party seeking to gain control of our board of directors may be forced to wait
until the expiration of the respective 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
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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, 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
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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
(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;
- on consummation of the transaction in which it became an interested
stockholder, the interested stockholder owned at least 85% of the voting
stock of the corporation which was outstanding at the time the
transaction commenced, 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
- on 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 incorporated by reference
to a previous filing 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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<PAGE> 35
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 (if expressly permitted by the
terms of any security offered pursuant to this prospectus and the applicable
prospectus supplement) 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
Stock 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.
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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 and filed with the SEC
on September 7, 1999
- Current Report on Form 8-K dated September 3, 1999 and filed with the SEC
on September 29, 1999
- The descriptions of 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 of 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 the registration statement of which this
prospectus forms a part that include important information regarding the
securities. You should read the exhibits carefully for provisions that may be
important to you.
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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 Current Report on Form 8-K
dated September 3, 1999 and filed with the Securities and Exchange Commission on
September 29, 1999, 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.
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No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus supplement
or the accompanying prospectus. You must not rely on any unauthorized
information or representations. This prospectus supplement and the accompanying
prospectus is an offer to sell only the notes offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The information
contained in or incorporated by reference in this prospectus supplement or the
accompanying prospectus is current only as of its date.
----------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Supplement
Use of Proceeds...................... S-2
Recent Developments.................. S-2
Ratio of Earnings to Fixed Charges
and Ratio of Earnings to Fixed
Charges and Preferred Stock
Dividends.......................... S-3
Capitalization....................... S-5
Description of the Notes............. S-6
Underwriting......................... S-15
Certain Legal Matters................ S-16
Forward-Looking Statements........... S-16
Prospectus
The Company.......................... 2
Use of Proceeds...................... 2
Ratio of Earning to Fixed Charges and
Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends...... 2
Description of Debt Securities....... 4
Description of Capital Stock......... 9
Description of Warrants.............. 17
Description of Stock Purchase
Contracts and Stock Purchase
Units.............................. 18
Plan of Distribution................. 19
Where You Can Find More
Information........................ 21
Legal Opinions....................... 22
Experts.............................. 22
</TABLE>
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$600,000,000
THE TIMES MIRROR COMPANY
$200,000,000 6.65% Notes
due October 15, 2001
$400,000,000 7.45% Notes
due October 15, 2009
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[TIMES MIRROR LOGO]
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GOLDMAN, SACHS & CO.
SALOMON SMITH BARNEY
MERRILL LYNCH & CO.
MORGAN STANLEY DEAN WITTER
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