<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 8
Under the Securities Exchange Act of 1934
TEJON RANCH CO.
---------------
(Name of Issuer)
Common Stock, par value $1.00 per share
---------------------------------------
(Title of Class of Securities)
879080 10 9
-----------------
(CUSIP Number)
Kathleen G. McGuinness
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
January 30, 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: / /
Page 1 of 6 pages
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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
:
: 3,812,330
:-------------------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:-------------------------------------------
: (9) SOLE DISPOSITIVE
:
: 3,812,330
:-------------------------------------------
:(10) SHARED DISPOSITIVE
:
: 0
- -----------------------------------:-------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,812,330
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
30.6%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 pages
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(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
:
: 300,000
:-------------------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:-------------------------------------------
: (9) SOLE DISPOSITIVE
:
: 300,000
:-------------------------------------------
:(10) SHARED DISPOSITIVE
:
: 0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.37%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 6 pages
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Items 2, 4, 5 and 6 of the statement on Schedule 13D are amended
hereby as follows:
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 8 to Schedule 13D is filed on behalf of the persons
listed below:
The Times Mirror Company ("Times Mirror")
The Times Mirror Foundation (the "Foundation")
Times Mirror and the Foundation are hereinafter referred to as the "Reporting
Persons." The information with respect to Times Mirror and the Foundation
required by Item 2 is set forth on Exhibit 1 hereto and is incorporated herein
by reference.
By letter dated January 30, 1997 from Times Mirror to each of Ardell
Investment Company, M.H. Sherman Company, Sherman Foundation and Donald Haskell
(collectively, the "Former Reporting Persons"), Times Mirror informed each of
the Former Reporting Persons that (a) Times Mirror and the Foundation were
terminating the Memorandum of Understanding dated December 28, 1978 by and among
Ardell Investment Company, Chandis Securities Company, M.H. Sherman Company,
Times Mirror and the Foundation (the "Memorandum of Understanding"), including
each of the powers-of-attorney created thereunder in favor of Times Mirror and
(b) Times Mirror was terminating any other power-of-attorney that may have been
executed by any of the Former Reporting Persons in favor of Times Mirror in
connection with (i) this Schedule 13D or any amendment thereto or (ii) the
beneficial ownership by any of the Former Reporting Persons of shares of Common
Stock and (c) Times Mirror and the Foundation were no longer acting, together
with the Former Reporting Persons, as a group with respect to the ownership of
shares of Common Stock. Copies of such letters are filed as Exhibits 2, 3, 4
and 5 to this Schedule 13D and are incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
Each of the Reporting Persons is currently reviewing its investment in
the Company as part of its overall review of its minority investments and is
considering a sale of all or part of the Common Stock beneficially owned by it
in the open market or in one or more privately negotiated transactions. Any
determination by either of the Reporting Persons to make a sale of all or part
of the Common Stock beneficially owned by it will depend upon market conditions
and other factors.
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.
Page 4 of 6 pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Times Mirror beneficially owns 3,812,330 shares of Common Stock,
which represent approximately 30.6% of the outstanding shares of Common Stock.
This number of shares beneficially owned by Times Mirror does not include
300,000 shares of Common Stock owned by the Foundation, as to which shares Times
Mirror disclaims beneficial ownership. The Foundation beneficially owns 300,000
shares of Common Stock, which represent approximately 2.37% of the outstanding
shares of Common Stock.
(b) Times Mirror has the sole power to vote or to direct the vote,
and the sole power to dispose or direct the disposition, of 3,812,330 shares of
Common Stock. The Foundation has the sole power to vote or to direct the vote,
and the sole power to dispose or direct the disposition, of 300,000 shares of
Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
By letter dated January 30, 1997 from Times Mirror to each of the
Former Reporting Persons, Times Mirror informed each of the Former Reporting
Persons that (a) Times Mirror and the Foundation were terminating the Memorandum
of Understanding, including each of the powers-of-attorney in favor of Times
Mirror created thereunder and (b) Times Mirror was terminating any other power-
of-attorney that may have been executed by any of the Former Reporting Persons
in favor of Times Mirror in connection with (i) this Schedule 13D or any
amendment thereto or (ii) the beneficial ownership by any of the Former
Reporting Persons of shares of Common Stock and (c) Times Mirror and the
Foundation were no longer acting, together with the Former Reporting Persons, as
a group with respect to the ownership of shares of Common Stock. Copies of such
letters are filed as Exhibits 2, 3, 4 and 5 to this Schedule 13D and are
incorporated herein by reference.
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 Letter, dated January 30, 1997 from The Times Mirror Company
to Ardell Investment Company
Exhibit 3 Form of Letter, dated January 30, 1997 from The Times Mirror Company
to M.H. Sherman Company
Exhibit 4 Form of Letter, dated January 30, 1997 from The Times Mirror Company
to the Sherman Foundation
Exhibit 5 Form of Letter, dated January 30, 1997 from The Times Mirror Company
to Donald Haskell
Page 5 of 6 pages
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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/ KATHLEEN G. McGUINNESS
-----------------------------------------
Name: Kathleen G. McGuinness
Title: Vice President and General Counsel
THE TIMES MIRROR FOUNDATION
By: /s/ STEPHEN C. MELER
------------------------------------------
Name: Stephen C. Meler
Title: President
Dated: January 31, 1997
Page 6 of 6 pages
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EXHIBIT 1
THE TIMES MIRROR COMPANY
Times Mirror is a media and information concern principally engaged in
newspaper publishing, book, magazine and other publishing, and cable television.
Times Mirror's newspaper publishing include the publication and sale of three
metropolitan newspapers: the LOS ANGELES TIMES, NEWSDAY and THE BALTIMORE SUN
NEWSPAPERS; four community newspapers: THE HARTFORD COURANT, THE MORNING CALL,
THE (STAMFORD) ADVOCATE and the GREENWICH TIME and several daily and weekly
newspapers. Through its subsidiaries, Times Mirror's publishing operations
provides professional information to the legal, aviation, health science and
consumer health markets. Books, journals and other material published by Times
Mirror include Matthew Bender law books; Mosby-Year Book medical and health
science books; CRC Press science and technical journals; Jeppesen Sanderson
flight information and pilot training products; textbooks in medicine, science
and mathematics, business and economics; the social sciences; technical and
professional training materials; and art and illustrated works. 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, HOME MECHANIX and SKI MAGAZINE.
Times Mirror is subject to the reporting requirements of the
Securities Exchange Act of 1934. 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.
<PAGE>
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.
2
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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
diversified, high-technology company with
leadership market positions in automaton,
avionics, semiconductor systems, aerospace,
defense electronics 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,
museum
3
<PAGE>
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, 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
4
<PAGE>
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
5
<PAGE>
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
Patrick A. Clifford Senior Vice President; Chairman, 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
Horst A. Bergmann Vice President; President, Jeppesen Sanderson &
Co.; President, Times Mirror Training, Inc.
C. Shelby Coffey III Vice President; Editor and Executive Vice
President, the LOS ANGELES TIMES
Kathryn M. Downing Vice President; President, Matthew-Bender
Debra A. Gastler Vice President, Taxes
Raymond A. Jansen Vice President; Publisher, NEWSDAY
Mary E. Junck Vice President; Publisher and Chief Executive
Officer, THE BALTIMORE SUN
Kathleen G. McGuinness Vice President, Secretary and General Counsel
6
<PAGE>
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
7
<PAGE>
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 January 30, 1997, 8,581,432 shares (13%) shares of Series
A Common Stock of the Company; 9,656,432 shares (36%) of Series C Common Stock
of the Company; and 380,792 shares (46.25%) of the Cumulative Redeemable
Preferred Stock, Series A ("Series A Preferred Stock") of the Company, 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 January 30, 1997, 9,371,528 shares (14%) of the
outstanding shares of Series A Common Stock of the Company; 9,371,528 shares
(35%) of the outstanding shares of Series C Common Stock of the Company; and
391,525 shares (47.55%) of the Series A Preferred Stock of the Company.
Chandler Trust No. 2 beneficially owns, as of January 30, 1997, 715,586 shares
(1%) of the outstanding shares of Series A Common Stock of the Company;
1,729,286 shares (6%) of the outstanding shares of Series C Common Stock of the
Company; and 51,071 shares (6.20%) of the Series A Preferred Stock of the
Company. 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 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 (5) years been convicted in a criminal proceeding (excluding
traffic
8
<PAGE>
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.
9
<PAGE>
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, 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
10
<PAGE>
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
11
<PAGE>
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, 333 South
Grand Avenue, Los Angeles, California 90071.
Warren B. Williamson Principal Occupation and Business Address: Chair
man 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
12
<PAGE>
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 (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.
1
<PAGE>
DIRECTORS OF THE TIMES MIRROR FOUNDATION
Horst A. Bergmann Principal Occupation and Business Address:
Chairman, President and Chief Executive
officer, Jeppesen Sanderson & Co., 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
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
2
<PAGE>
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
3
<PAGE>
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.
Mark H. Willes Chairman of the Board
Richard T.Schlosberg III Vice Chairman
Stephen C. Meier President and Chief Executive Officer
Lisa Cleri Reale Vice President
Steven J. Schoch Treasurer and Chief Financial Officer
Kathleen G. McGuinness Secretary
Paul J. Richardson Assistant Secretary
4
<PAGE>
EXHIBIT 2
[Letterhead of The Times Mirror Company]
January 30, 1997
Ardell Investment Company
P.O. Box 1715
Newport Beach, California 92659
Ladies and Gentlemen:
This letter shall constitute notice that, effective immediately:
1. The Times Mirror Company ("Times Mirror") and the Times
Mirror Foundation (the "Foundation") are terminating the Memorandum of
Understanding dated December 28, 1978 by and among Ardell Investment
Company, Chandis Securities Company, M.H. Sherman Company, Times
Mirror and the Foundation (the "Memorandum of Understanding"),
including each of the powers-of-attorney created thereunder in favor
of Times Mirror;
2. Times Mirror is terminating any other power-of-attorney that
may have been executed by you in favor of Times Mirror in connection
with (a) the Schedule 13D with respect to Tejon Ranch Co., filed on
December 28, 1978, or any amendment thereto or (b) your beneficial
ownership of shares of Common Stock, par value $1.00 per share, of
Tejon Ranch Co. ("Common Stock"); and
3. Times Mirror and the Foundation are no longer acting together
with Ardell Investment Company, M.H. Sherman Company, Sherman
Foundation and Donald Haskell as a group with respect to the ownership
of shares of Common Stock.
Very truly yours,
Kathleen G. McGuinness
<PAGE>
EXHIBIT 3
[Letterhead of The Times Mirror Company]
January 30, 1997
M.H. Sherman Company
P.O. Box 1715
Newport Beach, California 92659
Ladies and Gentlemen:
This letter shall constitute notice that, effective immediately:
1. The Times Mirror Company ("Times Mirror") and the Times
Mirror Foundation (the "Foundation") are terminating the Memorandum of
Understanding dated December 28, 1978 by and among Ardell Investment
Company, Chandis Securities Company, M.H. Sherman Company, Times
Mirror and the Foundation (the "Memorandum of Understanding"),
including each of the powers-of-attorney created thereunder in favor
of Times Mirror;
2. Times Mirror is terminating any other power-of-attorney that
may have been executed by you in favor of Times Mirror in connection
with (a) the Schedule 13D with respect to Tejon Ranch Co., filed on
December 28, 1978, or any amendment thereto or (b) your beneficial
ownership of shares of Common Stock, par value $1.00 per share, of
Tejon Ranch Co. ("Common Stock"); and
3. Times Mirror and the Foundation are no longer acting together
with Ardell Investment Company, M.H. Sherman Company, Sherman
Foundation and Donald Haskell as a group with respect to the ownership
of shares of Common Stock.
Very truly yours,
Kathleen G. McGuinness
<PAGE>
EXHIBIT 4
[Letterhead of The Times Mirror Company]
January 30, 1997
Sherman Foundation
P.O. Box 1715
Newport Beach, California 92659
Ladies and Gentlemen:
This letter shall constitute notice that, effective immediately:
1. The Times Mirror Company ("Times Mirror") and the Times
Mirror Foundation (the "Foundation") are terminating the Memorandum of
Understanding dated December 28, 1978 by and among Ardell Investment
Company, Chandis Securities Company, M.H. Sherman Company, Times
Mirror and the Foundation (the "Memorandum of Understanding"),
including each of the powers-of-attorney created thereunder in favor
of Times Mirror;
2. Times Mirror is terminating any other power-of-attorney that
may have been executed by you in favor of Times Mirror in connection
with (a) the Schedule 13D with respect to Tejon Ranch Co., filed on
December 28, 1978, or any amendment thereto or (b) your beneficial
ownership of shares of Common Stock, par value $1.00 per share, of
Tejon Ranch Co. ("Common Stock"); and
3. Times Mirror and the Foundation are no longer acting together
with Ardell Investment Company, M.H. Sherman Company, Sherman
Foundation and Donald Haskell as a group with respect to the ownership
of shares of Common Stock.
Very truly yours,
Kathleen G. McGuinness
<PAGE>
EXHIBIT 5
[Letterhead of The Times Mirror Company]
January 30, 1997
Donald Haskell
P.O. Box 1715
Newport Beach, California 92659
Ladies and Gentlemen:
This letter shall constitute notice that, effective immediately:
1. The Times Mirror Company ("Times Mirror") and the Times
Mirror Foundation (the "Foundation") are terminating the Memorandum of
Understanding dated December 28, 1978 by and among Ardell Investment
Company, Chandis Securities Company, M.H. Sherman Company, Times
Mirror and the Foundation (the "Memorandum of Understanding"),
including each of the powers-of-attorney created thereunder in favor
of Times Mirror;
2. Times Mirror is terminating any other power-of-attorney that
may have been executed by you in favor of Times Mirror in connection
with (a) the Schedule 13D with respect to Tejon Ranch Co., filed on
December 28, 1978, or any amendment thereto or (b) your beneficial
ownership of shares of Common Stock, par value $1.00 per share, of
Tejon Ranch Co. ("Common Stock"); and
3. Times Mirror and the Foundation are no longer acting together
with Ardell Investment Company, M.H. Sherman Company, Sherman
Foundation and Donald Haskell as a group with respect to the ownership
of shares of Common Stock.
Very truly yours,
Kathleen G. McGuinness
