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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 13, 2000
THE TIMES MIRROR COMPANY
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 1-13492 95-4481525
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
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TIMES MIRROR SQUARE, LOS ANGELES, CALIFORNIA 90053
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (213) 237-3700
NONE
(Former Name or Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant
(a) On June 12, 2000, The Times Mirror Company, a Delaware corporation (the
"Company") merged (the "Merger") with and into Tribune Company, a Delaware
corporation ("Tribune"), pursuant to the Agreement and Plan of Merger, dated as
of March 13, 2000, between Tribune and the Company (the "Merger Agreement").
Pursuant to the Merger Agreement, each share of Series A Common Stock, par
value $1.00 per share, of the Company (the "Company Series A Common") issued and
outstanding, other than shares owned or held directly or indirectly by Tribune
or the Company, and each share of Series C Common Stock, par value $1.00 per
share, of the Company (the "Company Series C Common", and together with the
Company Series A Common, the "Company Common Stock") issued and outstanding,
other than shares owned or held directly or indirectly by Tribune or the
Company, was converted into either 2.5 shares of common stock, par value $0.01,
of Tribune ("Tribune Common Stock") or the right to receive $95 in cash.
In addition, each share of 8% Cumulative Conversion Preferred Stock, Series
A, par value $1.00 per share, of the Company issued and outstanding was
converted into one share of a new series of preferred stock that was issued by
Tribune and designated as Series C Convertible Preferred Stock, without par
value, of Tribune; each share of Preferred Stock, Series D-1, par value $1.00
per share, of the Company issued and outstanding was converted into one share of
a new series of preferred stock that was issued by Tribune and designated as
Series D-1 Preferred Stock, without par value, of Tribune; and each share of
Preferred Stock, Series D-2, par value $1.00 per share, of the Company issued
and outstanding was converted into one share of a new series of preferred stock
that was issued by Tribune and designated as Series D-2 Preferred Stock, without
par value, of Tribune.
In connection with the Merger, Tribune will issue approximately 234 million
shares of Tribune Common Stock to former shareholders of the Company Common
Stock. These shares represent approximately 48.5% of the Tribune Common Stock
outstanding immediately after the Merger. This information is based on the
number of shares of Tribune Common Stock outstanding on May 3, 2000 and does not
take into account the Tribune or Company convertible preferred stock, stock
options or other equity-based awards or other transactions involving the
issuance of Tribune Common Stock.
Under the terms of the Merger Agreement, Tribune has amended its bylaws to
provide that four persons associated with the Chandler Trusts have become
directors of Tribune, effective June 12, 2000, increasing the number of Tribune
directors to 16. The four new Tribune directors are Messrs. Jeffrey Chandler,
Roger Goodan, William Stinehart, Jr. and Thomas Unterman, with terms expiring
in 2001, 2002, 2003 and 2001, respectively (collectively, the "CT Directors").
Messrs. Goodan and Stinehart were directors of the Company prior to the
effective time of the Merger.
In addition, the Tribune bylaw amendment provides for a special nominating
committee, comprised initially of Messrs. Chandler, Goodan and Stinehart (the
"CT Nominating Committee"), which, at each Tribune stockholders' meeting at
which directors are to be elected,
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shall nominate a number of individuals for election to the board of directors of
Tribune as is necessary to ensure that, assuming the election of such
individuals, there will be three directors on the Tribune board who were among
the initial CT Directors or were nominated by the CT Nominating Committee. The
CT Nominating Committee will have the exclusive authority to fill any vacancy
which results from the removal, resignation, retirement, death or inability of a
CT Director to serve as a member of the Tribune board. The CT Nominating
Committee will remain in effect until the earlier of the termination of the
Chandler Trusts and the sale, distribution or other disposition by the Chandler
Trusts of more than 15% of the aggregate number of shares of Tribune Common
Stock issued to the Chandler Trusts pursuant to the Merger.
The Tribune bylaw amendment also provides that Tribune will maintain its
interest in the Los Angeles Times in a separate subsidiary (the "LA Times Sub")
until such time as the Chandler Trusts are terminated or the Chandler Trust
sell, make a distribution of, or otherwise make a disposition of greater than
15% of the aggregate number of shares of Tribune Common Stock issued to the
Chandler Trusts pursuant to the Merger. The board of directors of the LA Times
Sub will be appointed as follows: 40% by the CT Nominating Committee and 60% by
the full board of directors of Tribune. Approval of 75% of the members of the
board of the LA Times Sub will be required to approve the appointment of the
publisher of the Los Angeles Times or sell, transfer or otherwise dispose of the
Los Angeles Times other than (i) as part of a sale of all or substantially all
of Tribune's publishing group, (ii) as a result of a change of control of
Tribune, or (iii) as required by governmental or regulatory authorities.
(b) Not applicable.
Item 5. Other Events.
On June 12, 2000, Tribune issued a press release announcing (i) the
approval by the Tribune stockholders and the Company Stockholders of the Merger
Agreement and (ii) the completion of the Merger. A copy of the press release is
attached hereto as Exhibit 99.1.
Item 7. Exhibits.
(c) Exhibits
99.1 Press Release, dated June 12, 2000, of Tribune Company and The
Times Mirror Company
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: June 12, 2000
THE TIMES MIRROR COMPANY
By: /s/ WILLIAM A. NIESE
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William A. Niese
Vice President, General Counsel
and Assistant Secretary
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