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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
______________________
THE TIMES MIRROR COMPANY
(NAME OF SUBJECT COMPANY)
THE TIMES MIRROR COMPANY
(NAMES OF PERSON(S) FILING STATEMENT)
SERIES A COMMON STOCK, $1.00 PAR VALUE
AND
SERIES C COMMON STOCK, $1.00 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
887364 10 7
AND
887364 30 5
(CUSIP NUMBER OF CLASS OF SECURITIES)
MARK H. WILLES
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
THE TIMES MIRROR COMPANY
TIMES MIRROR SQUARE
LOS ANGELES, CALIFORNIA 90053
(213) 237-3700
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON
BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH A COPY TO:
PETER F. ZIEGLER, ESQ.
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
(213) 229-7000
AND
JEROME L. COBEN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
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The Times Mirror Company, a Delaware corporation ("Times Mirror"), hereby
amends and supplements its Solicitation/Recommendation Statement on Schedule
14D-9, initially filed with the Securities and Exchange Commission on March 21,
2000, relating to the tender offer by Tribune Company, a Delaware corporation
("Tribune"), to purchase up to a total of 28 million shares of the outstanding
Series A Common Stock, par value $1.00 per share and Series C Common Stock, par
value $1.00 per share of Times Mirror (collectively, the "Shares") at $95 per
Share net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated March 21, 2000 (the "Offer to
Purchase"), and the related Letter of Transmittal (which, as may be amended from
time to time, together constitute the "Offer"). Capitalized terms used but not
defined herein have the meanings assigned to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
(1) The third paragraph of Section 8 on page 27 of the Schedule 14D-9
(immediately prior to the chart entitled "2000-2002 Business Plan") is amended
to read in its entirety as follows:
"The projected financial information set forth below necessarily reflects
numerous assumptions with respect to general business and economic conditions
and other matters, many of which are inherently uncertain or beyond Times
Mirror's or Tribune's control, and does not take into account any changes in
Times Mirror's operations or capital structure which may result from the Offer
and the Merger. Among other factors, the projected financial information
assumes: revenue growth of 6% in 2000, 5% in 2001 and 6% in 2002; operating
margin of 16.7% in 2000, 17.5% in 2001 and 18.0% in 2002; expense growth of 4.7%
in 2000, 4.2% in 2001 and 4.9% in 2002; cost of funds of 7.5% in 2000, 7.6% in
2001 and 7.8% in 2002; a tax rate of 43% in 2000, 43% in 2001 and 43% in 2002;
and capital expenditures of $180 million in 2000, $125 million in 2001 and $125
million in 2002. It is not possible to predict whether the assumptions made in
preparing the projected financial information will be valid, and actual results
may prove to be materially higher or lower than those contained in the
projections. The inclusion of this information should not be regarded as an
indication that Times Mirror or any other person who received this information
considered it a reliable predictor of future events, and this information should
not be relied on as such. Neither Tribune nor its representatives assumes any
responsibility for the validity, reasonableness, accuracy or completeness of the
projected financial information, and Times Mirror has made no representations to
Tribune regarding such information."
(2) The fourth paragraph of Section 8 on page 27 of the Schedule 14D-9
(immediately after to the chart entitled "2000-2002 Business Plan") is amended
to read in its entirety as follows:
"Cautionary Statement Concerning Forward-Looking Statements. Certain
matters discussed herein, including without limitation, the Plan Projections,
are forward-looking statements that involve risks and uncertainties. Such
information has been included in this Schedule 14D-9 for the limited purpose of
giving stockholders access to projections by Times Mirror's management that were
made available to Tribune. Information was prepared by Times
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Mirror's management for internal use and not with a view to publication. The
foregoing Plan Projections were based on assumptions concerning Times Mirror's
operations and business prospects in 2000 through 2002, including the assumption
that Times Mirror would continue to operate under the same ownership structure
as then existed. The Plan Projections were also based on other revenue, expense
and operating assumptions. Certain of these assumptions are set forth in the
immediately preceding paragraph. Information of this type is based on estimates
and assumptions that are inherently subject to significant economic and
competitive uncertainties and contingencies, all of which are difficult to
predict and many of which are beyond Times Mirror's control. Such uncertainties
and contingencies include, but are not limited to: changes in the economic
conditions in which Times Mirror operates; greater than anticipated competition
or price pressures; new product offerings; better or worse than expected
customer growth resulting in the need to expand operations and make capital
investments; and the impact of investments required to enter new markets.
Accordingly, there can be no assurance that the projected results would be
realized or that actual results would not be significantly higher or lower than
those set forth above. In addition, the Plan Projections were not prepared with
a view to public disclosure or compliance with the published guidelines of the
SEC or the guidelines established by the American Institute of Certified Public
Accountants regarding projections and forecasts, and are included in this Offer
to Purchase only because such information was made available to Tribune by Times
Mirror. Neither Tribune's nor Times Mirror's independent accountants have
examined or applied any agreed upon procedures to this information, and,
accordingly, assume no responsibility for this information. Neither Tribune nor
its representatives assumes any responsibility for the validity, reasonableness,
accuracy or completeness of the projected financial information, and Times
Mirror has made no representations to Tribune regarding such information.
Neither Tribune nor Times Mirror intends to provide any updated information with
respect to any forward-looking statements."
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 6, 2000
THE TIMES MIRROR COMPANY
By: /s/ Roger H. Molvar
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Roger H. Molvar
Senior Vice President and Controller
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