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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): APRIL 24, 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 5. OTHER EVENTS.
In a press release dated April 24, 2000, Tribune Company ("Tribune")
announced that 13 Tribune executives joined the board of directors of The Times
Mirror Company ("Times Mirror") as of April 24, 2000, in connection with the
previously announced merger pending between Times Mirror and Tribune. Tribune
also announced that as of April 24, 2000, Mark H. Willes is no longer chairman
of the board, president and chief executive office of Times Mirror, and that Mr.
Willes will be replaced as chairman of the Times Mirror board by John W.
Madigan, chairman, president and chief executive officer of Tribune. Tribune
also announced that Times Mirror named John P. Puerner as president and
publisher of the Los Angeles Times and John S. Carroll as executive vice
president and editor of the Los Angeles Times, both appointments effective as of
April 24, 2000.
Attached as Exhibit 99 and incorporated herein by reference to this Form
8-K is a copy of the press release, dated April 24, 2000, of Tribune Company.
ITEM 7. EXHIBITS.
(c) Exhibits
99 Press Release issued by Tribune on April 24, 2000
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: April 24, 2000
THE TIMES MIRROR COMPANY
By: /s/ ROGER H. MOLVAR
------------------------------------
Roger H. Molvar
Senior Vice President and
Controller
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EXHIBIT 99
TRIBUNE EXECUTIVES JOIN TIMES MIRROR BOARD
JOHN PUERNER NAMED LOS ANGELES TIMES PRESIDENT AND PUBLISHER
JOHN CARROLL NAMED EXECUTIVE VICE PRESIDENT AND EDITOR
CHICAGO, Mon., April 24, 2000 - Tribune Company announced the addition of
Tribune executives to The Times Mirror Company's board of directors, effective
today.
John W. Madigan, Tribune chairman, president and chief executive officer, has
become chairman of the Times Mirror board. Mark H. Willes, Times Mirror chairman
of the board, president and chief executive officer, has stepped down. Until the
Tribune-Times Mirror merger closes, executives who reported to Willes now will
report to Efrem Zimbalist III, Times Mirror executive vice president and chief
financial officer. Willes will remain on the board. In addition to Madigan, 12
other Tribune executives have joined the Times Mirror board.
"We're pleased to join the Times Mirror board after the successful completion of
the tender offer. The transition is proceeding smoothly," said Madigan. "Tribune
and Times Mirror share a rich heritage of journalistic excellence. With our
combined companies, we will continue the tradition of providing quality news,
information and entertainment and serving our local communities."
Tribune currently owns 40 percent of Times Mirror as a result of its recent cash
tender offer for shares of the Los Angeles-based company. As previously
announced, Tribune and Times Mirror will merge in a cash and stock transaction
valued at approximately $8 billion. The transaction will create the nation's
premier local-market multimedia company, combining national reach and a major
presence in 18 of the nation's top 30 U.S. markets, including New York, Los
Angeles and Chicago.
JOHN PUERNER NAMED LOS ANGELES TIMES PRESIDENT AND PUBLISHER
Times Mirror has named John P. Puerner president and publisher of the Los
Angeles Times, effective today. Prior to this appointment, Puerner was
president, publisher and chief executive officer of Orlando Sentinel
Communications. Puerner succeeds Kathryn M. Downing, who served as publisher of
the Los Angeles Times since June 1999 and president and chief executive officer
since March 1998.
"John is a highly skilled newspaper executive who believes deeply in great
journalism," said Jack Fuller, Tribune Publishing president. "I have worked with
him for more than a decade and
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have the highest confidence in his ability and his commitment to the values of
candor, courage, community leadership and financial strength that are the
underpinning of everything we do."
Puerner, 48, joined Tribune Company in 1979 and held various corporate financial
roles, including controller, director of planning and assistant treasurer. In
1988, he joined the Chicago Tribune as a strategic projects director in
circulation, until being named director of circulation administration in
February 1989. From November 1989 to September 1993, Puerner served as Chicago
Tribune vice president and director of marketing and development. In 1993, he
was named Orlando Sentinel Communications president and CEO and publisher of
The Orlando Sentinel. Puerner holds a bachelor's degree and an MBA from the
University of Colorado.
JOHN CARROLL NAMED LOS ANGELES TIMES EXECUTIVE VICE PRESIDENT AND EDITOR
Times Mirror announced that John S. Carroll, senior vice president and editor
of The Baltimore Sun and vice president of Times Mirror, has been named
executive vice president and editor of the Los Angeles Times, effective today.
He succeeds Michael Parks, who was named editor and senior vice president of
the Los Angeles Times in 1997 and named to executive vice president in 1998.
"John is one of the country's most respected editors who has a long and
distinguished record of making very good newspapers even better," said Puerner.
"I'm very pleased that he will be joining us at the Los Angeles Times to
continue the newspaper's tradition of journalistic excellence."
Carroll, 58, has served as senior vice president and editor of The Baltimore Sun
since 1991. He was appointed vice president of Times Mirror in 1998. From 1979
to 1991, Carroll worked at the Lexington (Ky.) Herald and later the Lexington
Herald-Leader in several executive roles, including editor, vice president and
executive vice president. Before that, he held several editor positions at the
Philadelphia Inquirer from 1972 to 1979. From 1966 to 1972, Carroll worked at
The Baltimore Sun as a local reporter, Vietnam correspondent, Middle East
correspondent and White House correspondent. He began his newspaper career in
1963 as a state staff reporter for the Providence (R.I.) Journal-Bulletin. From
May 1964 to May 1966, Carroll served in the U.S. Army. He holds a bachelor's
degree from Haverford College, and he was a Nieman Fellow at Harvard University
and a Visiting Journalist Fellow at Queen Elizabeth House-Oxford University.
TRIBUNE EXECUTIVES JOINING TIMES MIRROR BOARD
In addition to Madigan, 12 other Tribune executives today join Times Mirror's
board: Philip B. Doherty, Tribune Publishing vice president/finance; Dennis J.
FitzSimons, Tribune executive vice president and Tribune Broadcasting
president; Jack Fuller, Tribune Publishing president; David J. Granat, Tribune
vice president/treasurer; Donald C. Grenesko, Tribune senior vice
president/finance and administration; David D. Hiller, Tribune senior vice
president/development; Crane H. Kenney, Tribune vice president/general counsel
and secretary; Timothy J. Landon, Tribune Interactive vice president/business
development; Luis E. Lewin, Tribune vice president/human resources; R. Mark
Mallory, Tribune vice president and controller; Ruthellyn
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Musil, Tribune vice president/corporate relations; and James E. O'Dell, Tribune
Publishing vice president/operations and systems.
The Tribune-Times Mirror merger is subject to satisfaction of certain
conditions, including approval of Tribune and Times Mirror shareholders and the
expiration of a 30-day waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act. That 30-day waiting period is scheduled to expire on April
26, 2000.
Tribune expects to complete the merger in the second or third quarter of 2000.
This news release does not constitute an offer to sell or a solicitation of an
offer to buy Tribune common stock. Such an offer may be made only pursuant to a
prospectus in compliance with the Securities Act of 1933. All stockholders
should read the joint proxy statement/prospectus concerning the merger and
related transactions that will be filed with the Securities and Exchange
Commission and mailed to stockholders of Tribune and Times Mirror. The joint
proxy statement/prospectus will contain important information that stockholders
should consider before making any decision regarding the merger and related
transactions. After it is filed, the joint proxy statement/prospectus, as well
as other filings containing information about Tribune and Times Mirror, can be
obtained from the SEC's Internet site (http://www.sec.gov). In addition, the
joint proxy statement/prospectus and other documents Tribune has filed with the
SEC may be obtained from Tribune by directing a request to: Tribune Company,
435 N. Michigan Ave., 6th Floor/Corporate Relations, Chicago, Ill. 60611,
Attention: Investor Relations Contact.
TRIBUNE (NYSE: TRB) is a leading media company with operations in television and
radio broadcasting, publishing, interactive and education. It is an industry
leader in venture partnerships with new-media companies. In 2000, for the third
straight year, Tribune ranked No. 1 among its industry peers in Fortune
magazine's list of most-admired companies in America. More information on
Tribune is available on the Internet: http://www.tribune.com. Earnings and other
news releases also can be accessed by calling 1-800-757-1694.
TIMES MIRROR (TMC - New York and Pacific stock exchanges), a Los Angeles-based
news and information company, publishes the Los Angeles Times, Newsday, The
Baltimore Sun, The Hartford Courant, The Morning Call, The (Stamford) Advocate
and Greenwich Time. In professional information, Jeppesen is a leading provider
of print and electronic flight information services, and Times Mirror Magazines
publishes leading consumer magazines, including Field & Stream, Popular
Science, GOLF Magazine and Outdoor Life. More information about Times Mirror is
available on the company's Web site, www.tm.com.
LOS ANGELES TIMES The Los Angeles Times, winner of 24 Pulitzer Prizes, is the
largest metropolitan daily newspaper in the country. It publishes four daily
regional editions--covering the Los Angeles metropolitan area, the San Fernando
Valley, and Orange and Ventura counties--as well as a National Edition. The
Times' Web site, latimes.com, is one of the leading sources for national and
international news and information on the World Wide Web, and the primary
source of news and information for and about Southern California.
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TRIBUNE MEDIA CONTACT: INVESTOR CONTACT:
Katherine Sopranos Ruthellyn Musil
312/222-4204 (Office) 312/222-3787 (Office)
312/222-1573 (Fax) 312/222-1573 (Fax)
[email protected] [email protected]
LOS ANGELES TIMES MEDIA CONTACT:
Martha Goldstein
213/237-3727 (Office)
213/237-2998 (Fax)
[email protected]
