SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 11
Under the Securities Exchange Act of 1934
TEJON RANCH CO.
---------------
(Name of Issuer)
Common Stock, par value $0.50 per share
---------------------------------------
(Title of Class of Securities)
879080 10 9
-----------------
(CUSIP Number)
William Niese
Vice President and General Counsel
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)
with a copy to:
Jerome L. Coben, Esq.
Skadden, Arps, Slate, Meagher & Flom
300 S. Grand Avenue
Los Angeles, California 90071
(213) 687-5221
July 17, 1997
--------------------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report The acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following: / /
Check the following box if a fee is being paid with this Statement:
/ /
CUSIP No. 879080 10 9 Schedule 13D
- ---------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Times Mirror Company
IRS Employer Identification No. 95-1298980
- ---------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) /X/
(b) / /
- ---------------------------------------------------------------------------
(3) SEC USE ONLY
- ---------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable.
- ---------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
Not applicable. / /
- ---------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- ---------------------------------------------------------------------------
: (7) SOLE VOTING POWER
:
: 0
:---------------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:---------------------------------------
: (9) SOLE DISPOSITIVE
:
: 0
:---------------------------------------
:(10) SHARED DISPOSITIVE
:
: 0
- -----------------------------------:---------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- ---------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
- ---------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
- ---------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Times Mirror Foundation
IRS Employer Identification No. 95-6079651
- ---------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) /X/
(b) / /
- ---------------------------------------------------------------------------
(3) SEC USE ONLY
- ---------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable.
- ---------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
Not applicable. / /
- ---------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- ---------------------------------------------------------------------------
: (7) SOLE VOTING POWER
:
: 0
:---------------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:---------------------------------------
: (9) SOLE DISPOSITIVE
:
: 0
:---------------------------------------
:(10) SHARED DISPOSITIVE
:
: 0
- ---------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- ---------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
- ---------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
- ---------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Items 4 and 5 of the statement on Schedule 13D are amended
hereby as follows:
ITEM 4. PURPOSE OF TRANSACTION
On July 17, 1997, each of the Reporting Persons ceased to be the
beneficial owner of more than five percent of the outstanding shares of
Common Stock. On July 17, 1997, Times Mirror and the Foundation sold
2,935,508 and 1,050,000 shares of Common Stock, respectively, in a
privately negotiated transaction.
Except as set forth herein, the Reporting Persons have no present
plans or proposals that relate to or would result in any actions or events
required to be described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
On July 17, 1997, each of the Reporting Persons ceased to be the
beneficial owner of more than five percent of the outstanding shares of
Common Stock. On July 17, 1997, Times Mirror and the Foundation sold
2,935,508 and 1,050,000 shares of Common Stock, respectively, in a
privately negotiated transaction. The price paid in such transaction was
$13.50 per share of Common Stock and the purchasers in such transaction
were institutional investors. Such transaction was arranged by J.P. Morgan
Securities Inc., which received a customary fee for its services.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Information relating to The Times Mirror Company, its principal
officers, directors and controlling persons.
Exhibit 2 Form of Stock Purchase Agreement.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that this statement is true, complete and correct.
THE TIMES MIRROR COMPANY
By: /s/ STEVEN J. SCHOCH
Name: Steven J. Schoch
Title: Vice President and Treasurer
THE TIMES MIRROR FOUNDATION
By: /s/ STEVEN J. SCHOCH
Name: Steven J. Schoch
Title: Treasurer and Chief
Financial Officer
Dated: July 18, 1997
EXHIBIT 1
THE TIMES MIRROR COMPANY
Times Mirror is engaged principally in the newspaper publishing,
professional information and magazine publishing businesses. Times Mirror
publishes the LOS ANGELES TIMES, NEWSDAY, THE BALTIMORE SUN, THE HARTFORD
COURANT, THE MORNING CALL, THE (STAMFORD) ADVOCATE, GREENWICH TIME and
several smaller newspapers. Through its subsidiaries, Times Mirror also
provides professional information to the legal, aviation and health science
and consumer health markets, publishes books, journals and magazines and
also provides training information and services. Books, journals and other
material published, as well as services provided, by Times Mirror
subsidiaries include Matthew Bender legal products and services; Mosby-Year
Book medical and allied health books and journals; Jeppesen Sanderson
flight information aeronautical charts and pilot training materials; and
technical and professional training programs and materials. Through Times
Mirror Magazines, the Company also publishes a number of special interest
and trade magazines such as FIELD & STREAM, POPULAR SCIENCE, OUTDOOR LIFE,
GOLF MAGAZINE, TODAY'S HOMEOWNER and SKI MAGAZINE.
Times Mirror is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended. In accordance therewith it
files reports and other information with the Securities and Exchange
Commission (the "SEC"), the New York Stock Exchange Inc. and the Pacific
Stock Exchange, relating to its business and financial condition and other
matters. Information, as of specified dates, concerning its directors and
officers, their remuneration,options granted to them, the principal holders
of Times Mirror's securities and any material interest of such persons in
transactions with Times Mirror is disclosed in proxy statements distributed
to Times Mirror's shareholders and filed with the SEC and the New York
Stock Exchange Inc. Such reports, proxy statements and other information
should be available for inspection at the SEC's Public Reference Section,
450 Fifth Street, N.W., Washington, D.C. 20549, and copies may be obtained
upon payment of the SEC's customary charges. Such material also should be
available for inspection at the library of the New York Stock Exchange,
Inc., 11 Wall Street, New York, New York.
The name, business address and principal occupation of each of
Times Mirror's directors and executive officers, as well as certain other
persons who may be deemed to control Times Mirror are set forth below in
Sections I and II of this Exhibit 1. All such persons are citizens of the
United States. The business address of each of the executive officers of
Times Mirror, except as stated below, is 220 West First Street, Los
Angeles, California 90012. In addition to the directors and officers of
Times Mirror, there are certain other persons known to the Company to
beneficially own more than 5% of the outstanding shares of the equity
securities of the Company and may be deemed to control Times Mirror. These
persons are Chandler Trusts Nos. 1 and 2 (the "Chandler Trusts") and
Chandis Securities Company (see Section III below).
Neither Times Mirror nor any of its executive officers, directors
or controlling persons has during the past 5 years been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding resulting in a judgment, decree or
final order enjoining such person from future violations of or prohibiting
activities subject to federal or state securities laws or finding any
violation of any such law by such person.
I. DIRECTORS OF THE TIMES MIRROR COMPANY
C. Michael Armstrong Principal Occupation and Business Address:
Chairman of the Board and Chief Executive
Officer, Hughes Electronics Corporation, 7200
Hughes Terrace, Westchester, California
90045, a designer and manufacturer of
advanced electronic systems.
Gwendolyn Garland Babcock Principal Occupation and Residence Address:
Private investor. 1575 Circle Drive, San
Marino, California 91108.
Donald R. Beall Principal Occupation and Business Address:
Chairman of the Board and Chief Executive
Officer, Rockwell International Corporation,
2201 Seal Beach Boulevard, Seal Beach,
California 90740, a leading provider of
technology solutions in the industrial
automaton, semiconductor systems, avionics
and communications systems and automotive
component systems.
John E. Bryson Principal Occupation and Business Address:
Chairman of the Board and Chief Executive
Officer, Edison International Company and its
largest subsidiary, Southern California
Edison Company, 2244 Walnut Grove Avenue,
Rosemead, California 91770, a public utility.
Bruce Chandler Principal Occupation and Residence Address:
Private investor. 1600 South Bayfront,
Balboa Island, California 92662.
Otis Chandler Principal Occupation and Business Address:
Owner, The Vintage Museum of Transportation
and Wildlife, 1421 Emerson Avenue, Oxnard,
California 93033.
Robert F. Erburu Retired, The Times Mirror Company.
Clayton W. Frye, Jr. Principal Occupation and Business Address:
Senior Associate, Laurance S. Rockefeller,
responsible for overseeing and directing Mr.
Rockefeller's business, real estate and
investment interests, 30 Rockefeller Plaza,
Room 5600, New York, New York 10112.
Dr. Alfred E. Osborne, Jr. Principal Occupation and Business Address:
Director, the Harold Price Center for
Entrepreneurial Studies and Associate
Professor of Business Economics, the Anderson
School at the University of California at Los
Angeles, 405 Hilgard Avenue, Los Angeles,
California 90095. Dr. Osborne is also an
independent general partner of Technology
Funding Venture Partners, a company
registered under the 1940 Investment Company
Act.
Joan A. Payden Principal Occupation and Business Address:
Founder, President and Chief Executive
Officer, Payden & Rygel, 333 South Grand
Avenue, Los Angeles, California 90071, an
investment management firm registered under
the 1940 Investment Company Act which manages
domestic and global fixed-income portfolios.
William Stinehart, Jr. Principal Occupation and Business Address:
Attorney-at-Law and Partner in the law firm
of Gibson, Dunn & Crutcher LLP, 333 South
Grand Avenue, Los Angeles, California 90071.
Harold M. Williams Principal Occupation and Business Address:
President and Chief Executive Officer, the J.
Paul Getty Trust, 1200 Getty Federal Drive,
Los Angeles, California 90049, a charitable
trust devoted to the arts and humanities.
Warren B. Williamson Principal Occupation and Business Address:
Chairman and Chief Executive Officer, Chandis
Securities Company, 350 West Colorado
Boulevard, Pasadena, California 91105,
administrator of the Chandler Trusts; and,
Chairman of the Board of Trustees of the
Chandler Trusts.
Dr. Edward Zapanta Principal Occupation and Business Address:
Medical Doctor in private practice, 1605
South Hope Street, Suite 100, South Pasadena,
California 91030. Dr. Zapanta is also Senior
Medical Director of HealthCare Partners
Medical Group.
SECTION II. OFFICERS OF THE TIMES MIRROR COMPANY
UNLESS OTHERWISE INDICATED, THE PRESENT PRINCIPAL BUSINESS ADDRESS FOR EACH
OF THE FOLLOWING INDIVIDUALS IS AS FOLLOWS: C/O THE TIMES MIRROR COMPANY,
220 WEST FIRST STREET, LOS ANGELES, CALIFORNIA 90012.
Mark H. Willes Chairman of the Board, President and Chief
Executive Officer
Richard T. Schlosberg III Executive Vice President; Publisher and Chief
Executive Officer, the LOS ANGELES TIMES
Horst A. Bergmann Senior Vice President; President and Chief
Executive Officer, Jeppesen Sanderson & Co.
and Times Mirror Training, Inc.
Kathryn M. Downing Senior Vice President; President and Chief
Executive Officer, Matthew-Bender and Mosby-
Year Book
James R. Simpson Senior Vice President, Human Resources
E. Thomas Unterman Senior Vice President and Chief Financial
Officer
Donald F. Wright Senior Vice President, Eastern Newspapers
Edward L. Blood Vice President, Strategic Planning
C. Shelby Coffey III Vice President; Editor and Executive Vice
President, the LOS ANGELES TIMES
Debra A. Gastler Vice President, Taxes
Bonnie Guiton Hill Vice President; President and Chief Executive
Officer, The Times Mirror Foundation
Raymond A. Jansen Vice President; Publisher, NEWSDAY
Mary E. Junck Vice President; Publisher and Chief Executive
Officer, THE BALTIMORE SUN
William Niese Vice President and General Counsel
Stephen C. Meier Vice President, Public and Government Affairs
Roger H. Molvar Vice President and Controller
Steven J. Schoch Vice President and Treasurer
Michael E. Waller Vice President; Publisher, THE HARTFORD
COURANT
Efrem Zimbalist III Vice President; President, Times Mirror
Magazines
III. OTHER PERSONS DEEMED TO CONTROL TIMES MIRROR
Chandis Securities Company is a California corporation ("Chandis
Securities"), which administers the Chandler Trusts (defined below).
Chandis Securities owns, as of March 10, 1997, 8,581,432 shares (13%)
shares of Series A Common Stock of Times Mirror; 9,656,432 shares (36%) of
Series C Common Stock of Times Mirror; and 380,972 shares (46.25%) of the
Cumulative Redeemable Preferred Stock, Series A ("Series A Preferred
Stock") of Times Mirror, which is a nonvoting stock.
The Chandler Trusts are comprised of two trusts, Chandler Trust
No. 1 and Chandler Trust No. 2 (collectively, the "Chandler Trusts").
Chandler Trust No. 1 beneficially owns, as of March 10, 1997, 9,371,528
shares (14%) of the outstanding shares of Series A Common Stock of Times
Mirror; 9,371,528 shares (35%) of the outstanding shares of Series C Common
Stock of Times Mirror; and 391,525 shares (47.55%) of the Series A
Preferred Stock of Times Mirror. Chandler Trust No. 2 beneficially owns, as
of March 10, 1997, 715,586 shares (1%) of the outstanding shares of Series
A Common Stock of Times Mirror; 1,729,286 shares (6%) of the outstanding
shares of Series C Common Stock of Times Mirror; and 51,071 shares (6.20%)
of the Series A Preferred Stock of Times Mirror. In addition, Chandler
Trust No. 2 owns substantially all the outstanding stock of Chandis
Securities. The amounts stated above as owned by the Chandler Trusts
include the holdings of Chandis Securities Company.
The Trustees of the Chandler Trusts include four of Times Mirror's
directors: Gwendolyn Garland Babcock, Bruce Chandler, William Stinehart,
Jr. and Warren B. Williamson. The three other Trustees are Camilla
Chandler Frost, Douglas Goodan and Judy C. Webb. The Trustees and other of
their relatives are the beneficiaries of the Chandler Trusts. The Chandler
Trusts, their Trustees and the general family group of which they are
members may be deemed to be "parents" of Times Mirror within the meaning of
the Securities Act of 1933, as amended. The name, address and principal
occupation of each of the Trustees of the Chandler Trusts and each of the
directors and officers of Chandis Securities Company and, where applicable,
the name and address of the organization at which each such person carries
on his or her principal occupation, are set forth below.
Neither Chandis Securities, nor any of its executive officers,
directors or controlling persons, nor the Chandler Trusts, nor any of its
Trustees has during the past five years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding resulting in a judgment, decree or final order
enjoining such person from future violations of or prohibiting activities
subject to federal or state securities laws or finding any violation of any
such law by such person.
DIRECTORS OF CHANDIS SECURITIES COMPANY
Gwendolyn Garland Babcock Principal Occupation and Residence Address:
Private investor. 1575 Circle Drive, San
Marino, California 91108.
Bruce Chandler Principal Occupation and Residence Address:
Private investor. 1600 South Bayfront,
Balboa Island, California 92662.
Camilla Chandler Frost Principal Occupation and Business Address:
Secretary-Treasurer, Chandis Securities
Company, 350 West Colorado Boulevard,
Pasadena, California 91105.
Douglas Goodan Principal Occupation and Residence Address:
Private investor, 2550 Aberdeen Avenue, Los
Angeles, California 90027.
Harry C. Kirkpatrick Principal Occupation and Business Address:
Rancher, 9641 Spring Valley Road, Marysville,
California 95901.
William Stinehart, Jr. Principal Occupation and Business Address:
Attorney-at-Law and Partner in the law firm
of Gibson, Dunn & Crutcher, LLP, 333 South
Grand Avenue, Los Angeles, California 90071.
Judy C. Webb Principal Occupation and Residence Address:
Private investor, 19 Leeward Road, Belvedere,
California 94920.
Warren B. Williamson Principal Occupation and Business Address:
Chairman and Chief Executive Officer, Chandis
Securities Company, 350 West Colorado
Boulevard, Pasadena, California 91105,
Administrator of the Chandler Trusts; and,
Chairman of the Board of Trustees of the
Chandler Trusts.
OFFICERS OF CHANDIS SECURITIES COMPANY
UNLESS OTHERWISE INDICATED, THE PRINCIPAL BUSINESS ADDRESS FOR EACH OF THE
FOLLOWING INDIVIDUALS IS AS FOLLOWS: C/O CHANDIS SECURITIES COMPANY, 350
WEST COLORADO BOULEVARD, PASADENA, CALIFORNIA 91105
Warren B. Williamson Chairman of the Board
Douglas Goodman Vice President
Camilla Chandler Frost Secretary-Treasurer
TRUSTEES OF THE CHANDLER TRUSTS
Gwendolyn Garland Babcock Principal Occupation and Residence Address:
Private investor. 1575 Circle Drive, San
Marino, California 91108.
Bruce Chandler Principal Occupation and Residence Address:
Private investor. 1600 South Bayfront,
Balboa Island, California 92662.
Camilla Chandler Frost Principal Occupation and Business Address:
Secretary-Treasurer, Chandis Securities
Company, 350 West Colorado Boulevard,
Pasadena, California 91105.
Douglas Goodan Principal Occupation and Residence Address:
Private investor, 2550 Aberdeen Avenue, Los
Angeles, California 90027.
Judy C. Webb Principal Occupation and Residence Address:
Private investor, 19 Leeward Road, Belvedere,
California 94920.
William Stinehart, Jr. Principal Occupation and Business Address:
Attorney-at-Law and Partner in the law firm
of Gibson, Dunn & Crutcher, LLP, 333 South
Grand Avenue, Los Angeles, California 90071.
Warren B. Williamson Principal Occupation and Business Address:
Chairman and Chief Executive Officer, Chandis
Securities Company, 350 West Colorado
Boulevard, Pasadena, California 91105,
administrator of the Chandler Trusts; and,
Chairman of the Board of Trustees of the
Chandler Trusts.
THE TIMES MIRROR FOUNDATION
The Times Mirror Foundation (the "Foundation") is a private,
non-profit, philanthropic foundation. The business address for the
Foundation is 220 West First Street, Los Angeles, California 90012. The
principal occupations and the business or residence addresses of the
directors and officers of the Foundation are shown below.
Neither the Foundation nor any of its executive officers,
directors or controlling persons has during the past five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding resulting in a
judgment, decree or final order enjoining such person from future
violations of or prohibiting activities subject to federal or state
securities laws or finding any violation of any such law by such person.
DIRECTORS OF THE TIMES MIRROR FOUNDATION
Horst A. Bergmann Principal Occupation and Business
Address: Chairman, President and Chief
Executive officer, Jeppesen Sanderson &
Co. and Times Mirror Training, 55
Inverness Drive East, Englewood,
Colorado 90112.
C. Shelby Coffey, III Principal Occupation and Business
Address: Editor and Executive Vice
president, the LOS ANGELES TIMES, c/o
The Times Mirror Company, 220 West First
Street, Los Angeles, California 90012.
Frank Del Olmo Principal occupation and Business
Address: Assistant to the Editor, the
LOS ANGELES TIMES c/o The Times Mirror
Company, 220 West First Street, Los
Angeles, California 90012.
Bonnie Guiton Hill Principal Occupation and Business
Address: President and Chief Executive
Officer, The Times Mirror Foundation,
The Times Mirror Company, 220 West First
Street, Los Angeles, California 90012.
Mary E. Junck Principal Occupation and Business
Address: Publisher and Chief Executive
Officer, The Baltimore Sun Company, 501
North Calvert Street, Baltimore,
Maryland 21278.
David Laventhol Principal Occupation and Business
Address: Editor-at-Large, The Times
Mirror Company, 220 West First Street,
Los Angeles, California 90012.
Stephen C. Meier Principal Occupation and Business
Address: Vice President, Public and
Government Affairs, The Times Mirror
Company, 220 West First Street, Los
Angeles, California 90012.
Richard T. Schlosberg, III Principal Occupation and Business
Address: Publisher and Chief Executive
Officer, the LOS ANGELES TIMES;
Executive Vice President, The Times
Mirror Company, 220 West First Street,
Los Angeles, California 90012.
James R. Simpson Principal Occupation and Business
Address: Senior Vice President, Human
Resources, The Times Mirror Company, 220
West First Street, Los Angeles,
California 90012.
John Fox Sullivan Principal Occupation and Business
Address: Publisher, President and Chief
Executive Officer, THE NATIONAL JOURNAL.
E. Thomas Unterman Principal Occupation and Business
Address: Senior Vice President and Chief
Financial Officer, The Times Mirror
Company, 220 West First Street, Los
Angeles, California 90012.
Mark H. Willes Principal Occupation and Business
Address: Chairman, President and Chief
Executive Officer, The Times Mirror
Company, 220 West First Street, Los
Angeles, California 90012.
Donald F. Wright Principal Occupation and Business
Address: Senior Vice President, The
Times Mirror Company, 220 West First
Street, Los Angeles, California 90012.
OFFICERS OF THE TIMES MIRROR FOUNDATION
UNLESS OTHERWISE INDICATED, THE PRINCIPAL BUSINESS ADDRESS FOR EACH OF THE
FOLLOWING INDIVIDUALS IS AS FOLLOWS: C/O THE TIMES MIRROR FOUNDATION, 220
WEST FIRST STREET, LOS ANGELES, CALIFORNIA 90012.
Richard T. Schlosberg III Vice Chairman
Stephen C. Meier Vice Chairman
Bonnie Guiton Hill President and Chief Executive Officer
Lisa Cleri Reale Vice President
Steven J. Schoch Treasurer and Chief Financial Officer
Paul J. Richardson Assistant Secretary
STOCK PURCHASE AND SALE AGREEMENT dated as of July 17, 1997
between the Times Mirror Company ("Seller") and ("Buyer").
1. Subject to the terms and conditions hereof, on the Closing
Date (as defined below), Seller hereby agrees to sell, transfer and assign
to Buyer, without recourse, representation or warranty of any kind except
as set forth herein, and Buyer hereby agrees to purchase from Seller,
shares of Common Stock, par value $.50 (the "Shares"), of Tejon
Ranch Company (the "Company") for $13.50 per share, for an aggregate amount
of $ (the "Purchase Price").
2. The purchase and sale of the Shares will take place on July
22, 1997 or such later date as the parties hereto shall mutually agree (the
"Closing Date") and on the Closing Date J. P. Morgan Securities Inc. will
deliver the Shares, to Buyer, together with a duly executed stock power,
against payment of the Purchase Price in immediately available funds to
Seller's account number at Bank of America, ABA number 121000358,
reference: Tejon Ranch.
3. Seller hereby represents and warrants as of the date hereof
and as of the Closing Date that: (a) neither Seller nor anyone acting on
its behalf has offered the Shares or any part thereof by means of any
general solicitation or general advertising and neither Seller nor anyone
acting on its behalf has taken any action which would subject the sale of
the Shares to Buyer to the registration provisions of Section 5 of the
Securities Act of 1933, as amended (the "Act"); (b) Seller is the
beneficial owner of the Shares with good title thereto free and clear of
any liens, claims, options or other encumbrances; and (c) Seller has full
power, authority and legal right to sell the Shares.
4. As of the date hereof and as of the Closing Date, Buyer
hereby (a) acknowledges that the Seller is an Affiliate (as that term is
defined under the Act) of the Company and that the Shares have not been
registered under the Act or Blue Sky laws of any jurisdiction and agrees
that it is acquiring the Shares for its own account and not with a view to
sale or distribution in violation of applicable securities laws and that
the Company will issue appropriate instructions to its transfer agent
regarding compliance with the Act in connection with any future transfers
of the Shares; (b) confirms that Buyer has independently and without
reliance on Seller, other than reliance upon the representations,
warranties and covenants of Seller made herein, made its own analysis and
decision to enter into this Agreement and to purchase the Shares; and (c)
represents and warrants that (i) it is an accredited investor (as that term
is defined under the Act); (ii) in the normal course of its business it
invests in securities and is familiar with the terms of securities with
characteristics similar to the Shares and by reason of its business and
financial experience, possesses such knowledge, sophistication and
experience in business and financial matters so as to be capable of
evaluating the risks and merits of an investment in the Shares; and (iii)
on the Closing Date, after giving effect to the purchase contemplated
hereby, the Shares will not constitute an asset of an employee benefit plan
subject to the prohibited transaction rules in Section 406 of the ERISA.
Buyer also hereby represents and warrants as of the date hereof and as of
the Closing Date that, based on the information about the Company's
business contained in its Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, there are no governmental consents or filings
required in connection with its purchase of the Shares.
5. Each party hereto shall execute and deliver all further
documents or instruments reasonably requested by the other party in order
to effect the intent and purposes of this Agreement and obtain the full
benefit of this Agreement. To the extent that Seller shall receive any
dividend or other distribution, in any such case with respect to the Shares
that are the subject of this Agreement, from the Company after the Closing
Date, Seller shall promptly forward such dividend or other distribution to
Buyer in accordance with instructions delivered to Seller by Buyer.
6. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE
CONFLICTS OF LAWS PROVISIONS THEREOF AND SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF BUYER AND SELLER AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
7. This Agreement constitutes the complete agreement of the
parties with respect to the subject matter hereof, and supersedes all prior
communications and agreements of the parties with respect thereto, all of
which have become merged and integrated into this Agreement. This
Agreement cannot be amended, modified or waived, except by a writing
executed by each of the parties hereof. Nothing herein shall affect or in
any way supersede the July 11, 1997 confidentiality letter agreement
between the Buyer and J.P. Morgan Securities, Inc., as agent for Tejon
Ranch Company, which letter agreement shall remain in full force and effect
and shall survive the closing of this Agreement.
8. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written.
THE TIMES MIRROR COMPANY
By:_____________________________
Name: Steven J. Schoch
Title: Vice President and Treasurer
[BUYER]
By:_____________________________
Name:
Title:
