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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 12, 1999
THE TIMES MIRROR COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 1-13492 95-4481525
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION
INCORPORATION) NO.)
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TIMES MIRROR SQUARE 90053
LOS ANGELES, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (213) 237-3700
NONE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On September 9, 1999, The Times Mirror Company (the "Company") filed a
Registration Statement on Form S-3 (No. 333-86807) (the "Registration
Statement"), as amended by Amendment No. 1 filed on October 4, 1999, relating to
the registration under the Securities Act of 1933, as amended, of up to an
initial aggregate offering price of $1 billion of debt securities, convertible
debt securities, exchangeable debt securities, preferred stock, convertible
preferred stock, exchangeable preferred stock, common stock, warrants, stock
purchase contracts and stock purchase units of the Company, which Registration
Statement was declared effective on October 5, 1999.
The Company has entered into an Indenture dated as of March 19, 1996
between the Company and Citibank, N.A., as trustee (the "Trustee"), pursuant to
which the Company intends to issue debt securities registered pursuant to the
Registration Statement.
In order to provide for the eligibility of the Trustee under the Trust
Indenture Act of 1939, the Trustee has executed a Statement of Eligibility (a
copy of such Statement of Eligibility and the exhibit thereto is attached hereto
as Exhibit 25).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed with this report on Form 8-K:
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Exhibit No. Description
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25 Statement of Eligibility of Trustee on Form T-1.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE TIMES MIRROR COMPANY
Date: October 12, 1999 By: /s/ THOMAS UNTERMAN
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THOMAS UNTERMAN
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number Description
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<S> <C>
25 Statement of Eligibility of Trustee on Form T-1.
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Registration No. 333-86807
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) [X]
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CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. employer
identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
-----------------------
THE TIMES MIRROR COMPANY
(Exact name of obligor as specified in its charter)
Delaware 95-4481525
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Times Mirror Square
Los Angeles, California
(Address of principal executive offices) 90053
(Zip Code)
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Debt Securities
(Title of the indenture securities)
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Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
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Name Address
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Comptroller of the Currency Washington D.C.
Federal Reserve Bank of New York New York, NY
33 Liberty Street
New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
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(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of
Eligibility.
Exhibits identified in parentheses below, on file with the
Commission, are incorporated herein by reference as exhibits
hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as
now in effect. (Exhibit 1 to T-1 to Registration Statement No.
2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business. (Exhibit 2 to T-1 to Registration Statement
No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise
corporate trust powers. (Exhibit 3 to T-1 to Registration
Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4
to T-1 to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
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Exhibit 6 - The consent of the Trustee required by Section 321(b)
of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to
Registration Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank,
N.A. (as of June 30, 1999 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 8th day of
October, 1999.
CITIBANK, N.A.
By /s/ Nancy Forte
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Nancy Forte
Senior Trust Officer
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Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION CONSOLIDATING
DOMESTIC AND FOREIGN SUBSIDIARIES OF
CITIBANK, N.A.
of New York in the State of New York, at the close of business on June 30, 1999,
published in response to call made by Comptroller of the Currency, under Title
12, United States Code, Section 161. Charter Number 1461 Comptroller of the
Currency Northeastern District.
ASSETS
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Thousands of dollars
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Cash and balances due from depository institutions:
Noninterest-bearing balances and currency
and coin .............................................. $ 9,506,000
Interest-bearing balances ............................. 12,615,000
Held-to-maturity securities ............................. 0
Available-for-sale securities ........................... 36,981,000
Federal funds sold and securities purchased
under agreements to resell ............................ 7,560,000
Loans and lease financing receivables:
Loans and Leases, net of unearned income .............. $ 197,415,000
LESS: Allowance for loan and
lease losses 4,704,000
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Loans and leases, net of unearned income,
allowance, and reserve ................................ $ 192,711,000
Trading assets .......................................... 27,650,000
Premises and fixed assets (including
capitalized leases) ................................... 3,924,000
Other real estate owned ................................. 366,000
Investments in unconsolidated subsidiaries
and associated companies .............................. 1,123,000
Customers' liability to this bank on acceptances
outstanding ........................................... 1,228,000
Intangible assets ....................................... 4,017,000
Other assets ............................................ 11,834,000
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TOTAL ASSETS ............................................ $ 309,515,000
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<CAPTION>
Thousands of dollars
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LIABILITIES
Thousands of dollars
Deposits:
In domestic offices ................................... $ 41,555,000
Noninterest-bearing $ 13,930,000
Interest-bearing 27,625,000
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In foreign offices, Edge and Agreement
subsidiaries, and IBFs ................................ 179,468,000
Noninterest-bearing 13,309,000
Interest-bearing 166,159,000
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Federal funds purchased and securities sold
under agreements to repurchase ........................ 7,516,000
Trading liabilities ..................................... 24,124,000
Other borrowed money (includes mortgage
indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year
or less ............................................. 11,128,000
With a remaining maturity of more than
one year through three years ........................ 1,454,000
With a remaining maturity of more than
three years ......................................... 2,512,000
Bank's liability on acceptances executed and
outstanding ........................................... 1,283,000
Subordinated notes and debentures ....................... 6,600,000
Other liabilities ....................................... 12,986,000
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TOTAL LIABILITIES ....................................... $ 288,626,000
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EQUITY CAPITAL
Perpetual preferred stock and related surplus ........... 0
Common stock ............................................ $ 751,000
Surplus ................................................. 9,609,000
Undivided profits and capital reserves .................. 11,201,000
Net unrealized holding gains (losses) on
available-for-sale securities ......................... 27,000
Accumulated net gains (losses) on cash
flow hedges ........................................... 0
Cumulative foreign currency translation
adjustments ........................................... (699,000)
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TOTAL EQUITY CAPITAL .................................... $ 20,889,000
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TOTAL LIABILITIES AND EQUITY
CAPITAL ............................................... $ 309,515,000
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I, Roger W. Trupin, Controller of the above-named bank do hereby declare
that this Report of Condition is true and correct to the best of my knowledge
and belief
ROGER W. TRUPIN
CONTROLLER
We, the undersigned directors, attest to the correctness of this Report
of Condition. We declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions and
is true and correct.
PAUL J. COLLINS
JOHN S. REED
WILLIAM R. RHODES
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