<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
THE TIMES MIRROR COMPANY
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of each Amount to be Proposed Proposed Amount of
Class of Registered(2) Maximum Maximum Registration
Securities to be Offering Aggregate Fee(3)
Registered(1) Per Share(3) Offering
Price(3)
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<S> <C> <C> <C> <C>
Common Stock, 233,893,648 $38.325 $8,963,973,868 $2,328,441
without par value
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</TABLE>
(1) The Registration Statement relates to the common stock, without par value,
of the Registrant issuable to holders of series A common stock, par value $1 per
share, and series C common stock, par value $1 per share, of Times Mirror
(together, the "Times Mirror common stock") in connection with the merger.
(2) The number of shares to be registered pursuant to this Registration
Statement is based on the maximum number of shares of Tribune common stock
issuable to stockholders of Times Mirror in the merger.
(3) The amount of registration fee, calculated pursuant to Rule 457(f)(1) and
457(c) of the Securities Act, is based on an initial fee of $2,205,358, paid
with the filing of the original Registration Statement, with respect to
221,728,670 shares based on an April 14, 2000 share price of $37.675 and a fee
of $123,083, paid with the filing of this Amendment, with respect to 12,164,973
shares based on a May 3, 2000 share price of $38.325. The foregoing Times Mirror
share prices reflect an exchange ratio of 2.5 shares of Tribune common stock per
share of Times Mirror common stock and represent the average of the high and low
prices of Times Mirror common stock on their respective dates, as reported on
the New York Stock Exchange, Inc.
[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $2,328,441
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(2) Form, Schedule or Registration Statement No.: Amendment No. 1 to
Registration Statement of Form S-4/A (333-35422)
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(3) Filing Party: TRIBUNE COMPANY
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(4) Date Filed: APRIL 21, 2000
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Notes:
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[FIDELITY INVESTMENTS LOGO APPEARS HERE]
IMMEDIATE ATTENTION REQUIRED
May 11, 2000
Re: Times Mirror Savings Plus Plan and The Times Mirror Employee Stock
Ownership Plan
Dear Plan Participant:
Our records reflect that, as a participant in the Times Mirror Savings Plus
Plan (the "Savings Plus Plan") and/or The Times Mirror Employee Stock Ownership
Plan (the "ESOP", and together with the Savings Plus Plan, the "Plans"), a
portion of your individual accounts is invested in shares of Times Mirror
Series A common stock and/or Series C common stock (the "Shares").
As a result of such participation, you have the right to direct Fidelity
Management Trust Company ("Fidelity") on the voting of such Shares with respect
to the merger of The Times Mirror Company with and into Tribune Company to be
voted at the Special Meeting of Times Mirror Shareholders, scheduled for June
12, 2000.
To vote regarding the merger at the Special Meeting, you must complete, sign
and return the WHITE proxy card that accompanies the enclosed proxy
statement/prospectus and return it to Harris Trust in the WHITE envelope
delivered therewith so that the WHITE proxy card is received by Harris Trust on
or before June 7, 2000. As an alternative, you may also vote regarding the
merger by telephone as described on the enclosed WHITE proxy card.
Please note that your directions to Fidelity concerning this meeting will be
reviewed by LaSalle Bank, N.A., an independent fiduciary appointed by Times
Mirror for such purpose (the "Independent Fiduciary"). Fidelity will vote
participant shares in accordance with participant directions unless the
Independent Fiduciary directs Fidelity that under applicable law, participants'
elections cannot be followed. In that instance, the Independent Fiduciary will
direct Fidelity regarding how such shares should be voted. Further, if you fail
to return your instructions, your Shares in both the Savings Plus Plan and the
ESOP will be voted by the Trustee as directed by the Independent Fiduciary.
You will receive under separate cover information concerning the election of
the merger consideration, as described in the enclosed materials. Please
contact Fidelity at 1-800-606-4015 if you require additional information
concerning the procedure to make a consideration election for shares credited
to your individual account(s) under the Plans.
Sincerely,
Fidelity Management Trust Company
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[TIMES MIRROR LOGO]
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF SHAREHOLDERS, JUNE 12, 2000
TO: Participants in the Times Mirror Savings Plus Plan
and The Times Mirror Employee Stock Ownership Plan
The Times Mirror Savings Plus Plan (the "Savings Plus Plan") and The Times
Mirror Employee Stock Ownership Plan (the "ESOP") provide that the Trustee shall
vote all the shares of Times Mirror Common Stock held in the Savings Plus Plan
and all shares allocated to participants' accounts under the ESOP at any meeting
of shareholders of the Company as described on this WHITE card and in the
attached letter from Fidelity Management Trust Company. Please mark your voting
instructions for the June 12, 2000 Special Meeting of Shareholders or any
adjournment or postponement thereof in the spaces provided on the reverse side
of this WHITE card, sign and date the form and return it to the Company's
transfer agent in the enclosed WHITE postage prepaid envelope. Please return
this WHITE card before June 7, 2000.
THE TRUSTEE
You may receive other instruction cards for shares registered in a different
manner. If so, please sign and return all such instruction cards in the enclosed
WHITE envelope.
SERIES A and SERIES C COMMON STOCK
TO: Trustee for the Savings Plus Plan and the ESOP
Please vote all shares of Times Mirror Series A and Series C Common Stock held
in my account under the Savings Plus Plan and all such shares allocated to my
account under the ESOP as follows:
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE
FOLD AND DETACH HERE
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TIMES MIRROR
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 1.
1. Adoption of the Agreement and Plan of Merger, dated as of March 13, 2000,
between Tribune Company and The Times Mirror Company.
FOR AGAINST ABSTAIN
( ) ( ) ( )
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments,
postponements, continuations or reschedulings thereof. However, no proxy that is
voted against Proposal 1 will be voted in favor of adjournment, postponement,
continuation or rescheduling of the meeting for the purpose of allowing
additional time to solicit additional votes or proxies in favor of adoption of
the Agreement and Plan of Merger.
NOTE: Your voting instructions are solicited for
shares in your Savings Plus Plan account and
shares allocated to your account under the ESOP.
All such shares will be voted as you direct,
subject to a review and possible override by the
Independent Fiduciary. If you fail to return your
instructions, your shares in both the Savings Plus
Plan and the ESOP will be voted by the Trustee as
directed by the Independent Fiduciary.
Dated: __________________________, 2000
______________________________________
(Signature - please sign exactly as imprinted at
left)
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FOLD AND DETACH HERE
CONTROL NUMBER [TIMES MIRROR LOGO]
VOTE BY TELEPHONE
Call [STAR] [STAR] Toll Free [STAR] [STAR] On a Touch Tone Telephone
(888) 221-0694 - ANYTIME
There is NO CHARGE for this call
Your telephone vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card, and gives them
discretion to vote on such other matters as may properly come before the
meeting. You will be asked to enter a Control Number which is located on the
box on the left side of this form. If you enter your Control Number, but do not
make a choice of any item, your shares will be voted FOR ITEM 1.
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Have this proxy card in hand when you vote. To vote as the Board of Directors
recommends on Item 1, press 1. When asked, please confirm your vote by pressing
1 again. If you do not plan on voting as the Board recommends, please press 0
and follow the recorded instructions.
IF YOU VOTE BY TELEPHONE, DO NOT MAIL BACK THIS WHITE PROXY CARD. PROXIES
SUBMITTED BY TELEPHONE MUST BE RECEIVED BY 9:30 A.M., LOS ANGELES TIME, ON
WEDNESDAY, JUNE 7, 2000.
IF YOU DO NOT VOTE BY TELEPHONE, YOU MUST MAIL BACK THIS WHITE PROXY CARD TO
HARRIS TRUST IN THE ENCLOSED WHITE ENVELOPE SO THAT IT IS RECEIVED ON OR BEFORE
WEDNESDAY, JUNE 7, 2000.
THANK YOU FOR VOTING!
