<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.142-12
THE TIMES MIRROR COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
THE TIMES MIRROR COMPANY
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / 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) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
TIMES MIRROR
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
NOTICE OF ANNUAL MEETING
As a shareholder, you are invited to be represented in person or by proxy at
the Annual Meeting of Shareholders of The Times Mirror Company to be held in the
Harry Chandler Auditorium, Times Mirror Square, First and Spring Streets in Los
Angeles, California on Tuesday, May 3, 1994 at 9:30 a.m., Pacific Daylight Time,
for the following purposes:
1. To elect five persons to Class II of the Board of Directors in
accordance with Article VIII, Section 1 of the Certificate of
Incorporation.
2. To consider and act upon a proposal to approve the Non-Employee Director
Stock Option Plan.
3. To consider and act upon a proposal to ratify the appointment by the
Board of Directors of Ernst & Young as independent auditors for the
Company and its subsidiaries for the year ending December 31, 1994.
4. To transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on March 7, 1994 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
It is important that your shares are represented at the meeting whether or
not you plan to attend in person. Accordingly, you are requested to mark, sign,
date and return the enclosed proxy as promptly as possible. A return envelope is
provided for your convenience.
By Order of the Board of Directors,
O. Jean Williams
Secretary
March 21, 1994
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Notice of Annual Meeting.......................................... Cover
Proxy Statement................................................... 1
Election of Directors............................................. 1
Ownership of Common Stock......................................... 9
Compensation of Directors......................................... 12
Committees of the Board of Directors.............................. 13
Approval of Non-Employee Director Stock Option Plan............... 14
Appointment of Independent Auditors............................... 17
Other Matters..................................................... 17
Executive Compensation............................................ 18
Report of the Executive Personnel and Compensation Committee on
Executive Compensation.......................................... 23
Stock Price Performance Graph..................................... 27
Retirement Plans.................................................. 28
Termination Arrangements.......................................... 30
Revocation of Proxies............................................. 31
1995 Annual Meeting............................................... 31
General........................................................... 32
Appendix A........................................................ A-1
</TABLE>
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OF THE TIMES MIRROR COMPANY
MAY 3, 1994
This Proxy Statement is furnished in connection with the solicitation by the
directors of The Times Mirror Company (the "Company") of proxies for use at the
Annual Meeting of Shareholders to be held on Tuesday, May 3, 1994 or at any
adjournment thereof (the "1994 Annual Meeting"), as set forth in the
accompanying notice. This Proxy Statement and the accompanying Proxy Cards are
being mailed to shareholders on or about March 21, 1994. A shareholder giving a
proxy may revoke it at any time before it is exercised (see Revocation of
Proxies on page 31). Any proxy which is not revoked will be voted at the meeting
in accordance with the shareholder's instructions. Unless otherwise directed in
the accompanying proxy, the proxy holders named therein will vote FOR the
election of Class II of the Board of Directors; FOR approval of the Non-Employee
Director Stock Option Plan; and FOR the proposal to ratify the appointment of
Ernst & Young as independent auditors for the year ending December 31, 1994.
On March 7, 1994, the record date for determination of shareholders entitled
to notice of and to vote at the meeting, 96,347,045 shares of Series A Common
Stock (the "Series A Stock") and 32,255,703 shares of Series C Common Stock (the
"Series C Stock") were outstanding. Each share of Series A Stock has one vote
and each share of Series C Stock has ten votes on all matters. Shareholders have
the right to elect directors by cumulative voting with each share entitled to a
number of votes equal to the votes to which the share is entitled times the
number of directors to be elected, which votes may be cast for one candidate or
distributed among any two or more candidates.
An affirmative vote of a majority of the shares present and voting at the
meeting is required for approval of all items being submitted to the
shareholders for their consideration. Abstentions and broker non-votes are each
included in the determination of the number of shares present and voting. Each
is tabulated separately. Abstentions are counted in tabulations of the votes
cast on proposals presented to shareholders whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved.
The annual report of the Company for the year ended December 31, 1993 is
being mailed to shareholders with this Proxy Statement.
ELECTION OF DIRECTORS
One of the purposes of the 1994 Annual Meeting is the election of five
persons to Class II of the Board of Directors in accordance with Article VIII,
Section 1 of the Certificate of Incorporation. Unless instructed to the
contrary, the persons named in the accompanying proxy will vote the shares for
the election of the nominees named herein to Class II of the Board of Directors
as described below. Although it is not contemplated that any nominee will
decline or be unable to serve, the shares will be voted by the proxy holders in
their discretion for another person if such a contingency should arise. The term
of each person elected as a director will continue until the director's term has
expired and until his or her successor is elected and qualified.
THE TIMES MIRROR COMPANY
TIMES MIRROR SQUARE, LOS ANGELES, CALIFORNIA 90053
<PAGE>
All nominees are currently serving as directors in Class II and all were
recommended by the Nominating Committee for election at the 1994 Annual Meeting.
The name, age and principal business or occupation of each nominee and each of
the other directors who will continue in office after the 1994 Annual Meeting,
the year in which each first became a director of the Company, committee
memberships and other information are shown below in the brief description
beside the photograph of each of the nominees and continuing directors.
Ownership of equity securities of the Company at March 7, 1994 is indicated in
the section headed "Ownership of Common Stock" beginning on page 9, below.
NOMINEES FOR DIRECTORS
At the 1994 Annual Meeting, the term of incumbent directors in Class II will
expire and, except as noted otherwise, all Class II directors will stand for
reelection in accordance with Article VIII, Section 1 of the Company's
Certificate of Incorporation. Eli S. Jacobs, a Class II director, will be
retiring from service on the Board. The directors elected to Class II at the
1994 Annual Meeting shall serve for a three-year term ending at the annual
meeting to be held in 1997. The current term of directors in Class III will
continue until the annual meeting to be held in 1995 and the current term of
directors in Class I will continue until the annual meeting in 1996 and, in each
case, until their respective successors are elected and qualified. Accordingly,
each of the following persons is nominated for election to CLASS II of the Board
of Directors (to serve three-year terms ending at the 1997 Annual Meeting and
until their respective successors are elected and qualified):
[PHOTO 1]
JOHN E. BRYSON, 50, is Chairman of the Board and Chief
Executive Officer of SCEcorp and its principal
subsidiary, Southern California Edison Company. He was
elected to his current positions in October 1990 after
serving five years as Executive Vice President and
Chief Financial Officer of Southern California Edison
Company. Mr. Bryson has been a director of the Company
since 1991 and is a member of the Executive Committee,
the Executive Personnel and Compensation Committee and
the Audit Committee. He holds a Bachelor of Arts degree
from Stanford University and a J.D. degree from Yale
Law School. Mr. Bryson is also a director of SCEcorp,
Southern California Edison Company and First Interstate
Bancorp.
[PHOTO 2]
BRUCE CHANDLER, 57, has been a private investor since
1989. From 1968 to 1989, he practiced law in the State
of California. He has been a director of the Company
since 1975 and is a member of the Finance Committee.
Mr. Chandler is a graduate of the University of
Southern California and holds a J.D. degree from the
University of San Diego School of Law. He is also a
trustee of the Chandler Trusts and a director of
Chandis Securities Company. (A)
2
<PAGE>
NOMINEES FOR DIRECTORS
[PHOTO 3]
DR. ALFRED E. OSBORNE, JR., 49, is Director of the
Entrepreneurial Studies Center and Associate Professor
of Business Economics at the Anderson School at UCLA.
He has been with UCLA since 1972. From August 1977 to
July 1979, Dr. Osborne served as a Brookings
Institution Economic Policy Fellow at the Securities
and Exchange Commission. He has been a director of the
Company since 1980 and is Chairman of the Audit
Committee and a member of the Executive Personnel and
Compensation Committee and the Nominating Committee.
Dr. Osborne holds a bachelor's degree in electrical
engineering, a master's degree in economics, a master
of business administration in finance and a doctorate
in business-economics, all from Stanford University. He
is also a director of First Interstate Bank of
California, Nordstrom, Inc., ReadiCare, Inc., Seda
Specialty Packaging Corporation and United States
Filter Corporation. He is an independent general
partner of Technology Funding Venture Partners V, a
1940 Investment Company Act company.
[PHOTO 4]
WILLIAM STINEHART, JR., 50, is a partner in the law
firm of Gibson, Dunn & Crutcher where he has practiced
law since 1969. Gibson, Dunn & Crutcher has provided
legal services to the Company and its subsidiaries for
many years and is expected to do so in the future. Mr.
Stinehart has been a director of the Company since 1991
and is a member of the Executive Committee, the
Executive Personnel and Compensation Committee and the
Finance Committee. He holds a Bachelor of Arts degree
from Stanford University and a J.D. degree from UCLA
Law School, and is a member of the Board of Trustees of
the Harvey and Mildred Mudd Foundation. He is also a
director of Chandis Securities.
[PHOTO 5]
DR. EDWARD ZAPANTA, 55, is a practicing physician
providing neurosurgical care in the Los Angeles area.
He has been in private practice since 1970. Dr. Zapanta
has been a director of the Company since 1988 and is
Chairman of the Nominating Committee and a member of
the Finance Committee. Dr. Zapanta attended the
University of California at Los Angeles, received his
medical doctor's degree from the University of Southern
California School of Medicine, and currently serves as
a trustee of the University of Southern California. Dr.
Zapanta is also Senior Medical Director of HealthCare
Partners and a director of Southern California Edison
Company.
3
<PAGE>
CONTINUING DIRECTORS
CLASS III (currently serving until the 1995 Annual Meeting and until their
respective successors are elected and qualified):
[PHOTO 6]
OTIS CHANDLER, 66, is owner of the Vintage Museum of
Transportation and Wildlife located in Oxnard,
California. He has been a director of the Company since
1962. He served as Chairman of the Executive Committee
of the Board of Directors of the Company from January
1, 1986 through December 31, 1991. Mr. Chandler also
served as Chairman of the Board and Editor-in-Chief of
the Company from 1981 through 1985 and as Vice Chairman
of the Board from 1968 through 1980. He was Publisher
of the LOS ANGELES TIMES from 1960 through 1980. Mr.
Chandler is a member of the Nominating Committee. He is
a graduate of Stanford University. Mr. Chandler is also
a trustee of the Chandler Trusts and a director of
Chandis Securities Company. (A)
[PHOTO 7]
ROBERT F. ERBURU, 63, is Chairman of the Board,
President and Chief Executive Officer of the Company. A
director of the Company since 1968, Mr. Erburu served
as President of the Company from 1974 through 1986 and
reassumed that position on January 1, 1994. He has been
Chief Executive Officer of the Company since 1981 and
Chairman of the Board since 1986. He is a member of the
Executive Committee and the Nominating Committee and is
Chairman of the Retirement Plan Committee. Mr. Erburu
graduated from the University of Southern California
with a B.A. degree in Journalism and holds a J.D.
degree from Harvard Law School. He is also a director
of Tejon Ranch Company. Mr. Erburu is chairman of the
Board of Trustees of The Huntington Library, Art
Collections and Botanical Gardens and of the J. Paul
Getty Trust, as well as a trustee of The Ahmanson
Foundation, and several other charitable foundations.
He is a director of the Council on Foreign Relations
and the Tomas Rivera Center and is a Fellow of the
American Academy of Arts and Sciences. In addition, he
is a member of the Business Council, the Business
Roundtable and the California Business Roundtable.
4
<PAGE>
CONTINUING DIRECTORS
[PHOTO 8]
CLAYTON W. FRYE, JR., 63, is the Senior Associate of
Laurance S. Rockefeller. He has served in that capacity
since 1973 and is responsible for overseeing and
directing Mr. Rockefeller's business, real estate and
investment interests, among other things. Mr. Frye has
been a director of the Company since 1988 and is
Chairman of the Executive Personnel and Compensation
Committee and a member of the Executive Committee, the
Audit Committee and the Finance Committee. Mr. Frye is
a graduate of Stanford University, where he received
both an A.B. and an M.B.A. degree. He is also a
director of Tejon Ranch Company and several
privately-held companies.
[PHOTO 9]
DAVID LAVENTHOL, 60, is Editor-at-Large of The Times
Mirror Company. He was President of the Company from
January 1, 1987 to December 31, 1993 and Publisher and
Chief Executive Officer of the LOS ANGELES TIMES from
August 31, 1989 to December 31, 1993. He has been a
director since 1987 and is a member of the Retirement
Plan Committee. He served as a Senior Vice President of
the Company in 1986 and as a Vice President from 1981
through 1985. Mr. Laventhol also served as Publisher
and Chief Executive Officer of Newsday, Inc. from 1978
until 1986, having been an officer of that subsidiary
of the Company since 1971. He graduated from Yale
University and holds a master of arts degree from the
University of Minnesota. Mr. Laventhol is a director of
the United Negro College Fund, Chairman of the Board of
Trustees of the Museum of Contemporary Art and Chairman
of the Board of the International Press Institute.
[PHOTO 10]
HAROLD M. WILLIAMS, 66, is President and Chief
Executive Officer of the J. Paul Getty Trust in Los
Angeles, a charitable trust devoted to the arts and
humanities. Among its activities, the Trust operates
the Getty Museum, an internationally renowned
collection of fine arts, in Malibu, California. Before
assuming his present position in 1981, Mr. Williams
served approximately four years as Chairman of the
Securities and Exchange Commission in Washington, D.C.
Mr. Williams has been a director since 1983 and is a
member of the Executive Committee, the Audit Committee
and the Finance Committee. He is a graduate of the
University of California at Los Angeles and holds a
J.D. degree from Harvard Law School. Mr. Williams is
also a director of American Medical International,
Inc., Broad, Inc. and R.H. Macy & Co., Inc.
5
<PAGE>
CONTINUING DIRECTORS
CLASS I (currently serving until the 1996 Annual Meeting and until their
respective successors are elected and qualified):
[PHOTO 11]
GWENDOLYN GARLAND BABCOCK, 59, has been a private
investor for more than five years. She has been a
director of the Company since 1976 and is a member of
the Finance Committee. Mrs. Babcock is a graduate of
Bryn Mawr College. She is a member of the board of
overseers of The Huntington Library, Art Gallery and
Botanical Gardens. Mrs. Babcock is also a trustee of
the Chandler Trusts and a director of Chandis
Securities Company. (A)
[PHOTO 12]
DONALD R. BEALL, 55, is Chairman of the Board and Chief
Executive Officer of Rockwell International
Corporation. Prior to assuming his present position in
February 1988, Mr. Beall served as President and Chief
Operating Officer of Rockwell Corporation for ten
years. He has been a director of the Company since 1990
and is a member of the Executive Committee, the
Executive Personnel and Compensation Committee and the
Nominating Committee. Mr. Beall received a bachelor of
science degree from San Jose State University and a
master of business administration degree from the
University of Pittsburgh. He is also a director of
Rockwell International Corporation, Amoco Corporation
and Procter & Gamble Co.
6
<PAGE>
CONTINUING DIRECTORS
[PHOTO 13]
JOAN A. PAYDEN, 62, is a founder, president and chief
executive officer of Payden & Rygel, an investment
management firm registered under the 1940 Investment
Company Act which manages domestic and global
fixed-income portfolios. She has held those positions
since the formation of the firm in 1983. Prior thereto,
Ms. Payden was the managing partner of the west coast
operation of Scudder, Stevens & Clark. A director of
the Company since 1993, Ms. Payden is a member of the
Audit Committee and the Finance Committee. Ms. Payden
has a B.A. in Mathematics and Physics from Trinity
College in Washington, D.C. and completed graduate
study at Columbia University as well as the Advanced
Management Program at Harvard Business School. She is a
chartered financial analyst and is a member of the
Executive Committee of the Los Angeles Chamber of
Commerce as well as a trustee of the Pacific Asia
Museum and Loyola Marymount University. She is also a
member of the Board of Visitors of the Anderson
Graduate School of Management at UCLA.
[PHOTO 14]
WARREN B. WILLIAMSON, 65, is Chairman and Chief
Executive Officer of Chandis Securities Company and
Chairman of the Board of Trustees of the Chandler
Trusts. In 1989, Mr. Williamson retired from Crowell,
Weedon and Co., a stock brokerage firm with which he
had been associated since 1970. He has been a director
of the Company since 1977, and is Chairman of the
Executive Committee, Chairman of the Finance Committee
and a member of the Executive Personnel and
Compensation Committee. Mr. Williamson is a graduate of
Claremont Men's College. He is also a director of
Chandis Securities Company and Hollywood Park, Inc. In
addition, Mr. Williamson is Chairman of the Trustees of
the Art Center College of Design. (A)
7
<PAGE>
NOTES
(A) Four of the Company's present directors (Gwendolyn Garland Babcock, Bruce
Chandler, Otis Chandler and Warren B. Williamson) are cousins and are among
the seven trustees of two trusts known as the "Chandler Trusts." The other
three trustees are Camilla Chandler Frost, Douglas Goodan and Judy C. Webb.
Camilla Chandler Frost is the sister of Otis Chandler and a cousin of the
other directors named above. Douglas Goodan and Judy C. Webb are also
cousins of the directors named above. The trustees and other relatives are
the beneficiaries of the Chandler Trusts. On March 7, 1994, the Chandler
Trusts owned in the aggregate 10,087,114 shares of Series A Stock and
11,100,814 shares of Series C Stock. Chandis Securities Company, a
corporation, owns 8,581,432 shares of Series A Stock and 9,656,432 shares of
Series C Stock. Substantially all of the outstanding stock of Chandis
Securities Company is owned by one of the Chandler Trusts. In addition to
their interests in shares held by the Chandler Trusts, Mrs. Babcock, her
husband and children hold an aggregate of 9,969 shares of Series A Stock and
21,449 shares of Series C Stock, and Otis Chandler (individually and as
trustee), his wife and children hold an aggregate of 69,579 shares of Series
A Stock and 95,767 shares of Series C Stock. On March 7, 1994, this general
family group owned directly or indirectly an aggregate of 18,970,475 shares
of Series A Stock and 21,074,003 shares of Series C Stock (including shares
owned by the Chandler Trusts and Chandis Securities Company), constituting
19.69% of the shares of Series A Stock and 65.33% of the Series C Stock
outstanding on that date, representing 54.84% of the voting interests of all
outstanding shares of Common Stock.
(B) The persons named above and the general family group of which they are
members may be deemed to be "parents" of the Company within the meaning of
the Securities Act of 1933, as amended. Except as identified on pages 9
through 12, no other person was known by the Company to own beneficially
more than 5% of the outstanding voting securities of the Company on March 7,
1994. On that date, as indicated below, all officers and directors owned
beneficially, directly or indirectly, an aggregate of 25,239,540 shares
(26.20%) of the Series A Stock and 25,248,435 shares (78.28%) of the Series
C Stock, representing 66.30% of the voting interests of all outstanding
shares of Common Stock. This includes shares owned by members of the general
family group referred to above, the families of other officers and directors
and shares owned by the Chandler Trusts, Chandis Securities Company and
Pfaffinger Foundation (a non-profit corporation of which Robert F. Erburu is
a trustee) and various benefit plans for employees of the Company and its
subsidiaries.
8
<PAGE>
OWNERSHIP OF COMMON STOCK
With the exception of The Times Mirror Employee Stock Ownership Trust which
holds 7.44% of the outstanding shares of Series C Stock (see page 11), the
following persons are the only persons known to the Company to be "beneficial
owners" (as that term is defined in the rules of the Securities and Exchange
Commission) of more than 5% of any class of the Company's voting securities
outstanding at March 7, 1994.
<TABLE>
<CAPTION>
SERIES A SERIES C
NAME AND ADDRESS OF COMMON PERCENT OF COMMON PERCENT OF
BENEFICIAL OWNER STOCK SERIES STOCK SERIES
- -------------------------------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
The Trustees of the Chandler Trusts 18,668,546* 19.38% 20,757,246* 64.35%
c/o Chandis Securities Company
350 West Colorado Boulevard,
Suite 430
Pasadena, CA 91105
Gwendolyn Garland Babcock 18,670,847* 19.38% 20,775,315* 64.41%
c/o Chandis Securities Company
350 West Colorado Boulevard,
Suite 430
Pasadena, CA 91105
Bruce Chandler 18,668,546* 19.38% 20,757,246* 64.35%
c/o Chandis Securities Company
350 West Colorado Boulevard,
Suite 430
Pasadena, CA 91105
Otis Chandler 18,726,227* 19.44% 20,820,035* 64.55%
Times Mirror Square
Los Angeles, CA 90053
Warren B. Williamson 18,668,546* 19.38% 20,757,246* 64.35%
c/o Chandis Securities Company
350 West Colorado Boulevard,
Suite 430
Pasadena, CA 91105
The Capital Group, Inc. 8,019,200** 8.22% -- --
333 South Hope Street
Los Angeles, California 90071
FMR Corp. 6,159,935 6.39% -- --
82 Devonshire Street
Boston, Massachusetts 02109
<FN>
- ----------
* Includes shares held by Chandis Securities Company and the Chandler Trusts
(see Notes A and B on page 8).
** See page 10.
</TABLE>
9
<PAGE>
As of December 31, 1993, Capital Guardian Trust Company and Capital Research
and Management Company, operating subsidiaries of The Capital Group, Inc.,
exercised investment discretion with respect to 1,413,200 and 6,606,000 shares
of Series A Stock, respectively, or a combined total of 8.22% of the Company's
outstanding shares of Series A Stock which was owned by various institutional
investors.
"Beneficial ownership" of the Company's Common Stock by nominees for
election as director, by the named executive officers, and by all directors and
officers as a group, at March 7, 1994 is shown in the following table. For this
purpose, the rules of the Securities and Exchange Commission require that every
person who has or shares the power to vote or dispose of shares of stock be
reported as a "beneficial owner" of all shares as to which such power exists. As
a consequence, many persons may be deemed to be the "beneficial owners" of the
same securities and for this reason ALL shares of Series A Stock and Series C
Stock held by the trustees of the Chandler Trusts and by Chandis Securities
Company (see Note A on page 8) are included in the shares reported in the table
below as "beneficially owned" by EACH director who is also a trustee of the
Chandler Trusts.
<TABLE>
<CAPTION>
SERIES A COMMON STOCK SERIES C COMMON STOCK
------------------------------------------ --------------------------------------------------
ADDITIONAL ADDITIONAL
SHARES SHARES
NUMBER DEEMED TO DEEMED TO
OF BE PERCENT NUMBER BE PERCENT
SHARES "BENEFICIALLY OF OF SHARES "BENEFICIALLY OF
NAME OWNED(1) OWNED"(2) TOTAL SERIES OWNED(1) OWNED"(2) TOTAL SERIES
- ---------------------------- ------- ------------ ---------- ------ ------------- ------------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gwendolyn Garland Babcock 289 18,670,558(3) 18,670,847 19.38% 17,429 20,757,886(3) 20,775,315 64.41 %
Donald R. Beall 1,000 -- 1,000 * -- -- -- --
John E. Bryson -- -- -- -- -- -- -- --
Bruce Chandler -- 18,668,546(3) 18,668,546 19.38% -- 20,757,246(3) 20,757,246 64.35 %
Otis Chandler 42 18,726,185(3) 18,726,227 19.44% 42 20,819,993(3) 20,820,035 64.55 %
Robert F. Erburu 156,771 3,036,723(4) 3,193,494 3.31% 119,463 1,851,308(4) 1,970,771 6.11 %
Clayton W. Frye, Jr. 4,770 -- 4,770 * 270 -- 270 *
Curtis A. Hessler 17,153 -- 17,153 * 140 -- 140 *
Eli S. Jacobs 200 -- 200 * 200 -- 200 *
David Laventhol 58,035 2,780,499(5) 2,838,534 2.95% 24,272 1,267,018(5) 1,291,290 4.00 %
Dr. Alfred E. Osborne, Jr. 700 -- 700 * 550 -- 550 *
Joan A. Payden 1,000 -- 1,000 * -- -- -- --
Richard T. Schlosberg, III 18,296 -- 18,296 * 850 -- 850 *
William Stinehart, Jr. 500 -- 500 * -- -- -- --
Larry W. Wangberg 20,440 -- 20,440 * 3,826 -- 3,826 *
Harold M. Williams 200 -- 200 * 200 -- 200 *
Warren B. Williamson -- 18,668,546(3) 18,668,546 19.38% -- 20,757,246(3) 20,757,246 64.35 %
Dr. Edward Zapanta 1,050 -- 1,050 * -- -- -- --
All directors and officers
as a group (34 persons,
including those named
above)(6) 359,133 24,880,407 25,239,540 26.20% 191,179 25,057,256 25,248,435 78.28 %
<FN>
- ------------
* Less than 1%. (NOTES CONTINUED ON FOLLOWING PAGE)
</TABLE>
10
<PAGE>
<TABLE>
<S> <C>
(1) Includes shares purchased on or before December 31, 1993 by the Trustee
under the Times Mirror Savings Plus Plan and held by the Trustee for the
accounts of participating officers at that date, and shares allocated to the
accounts of participating officers as of December 31, 1993 under the Times
Mirror Employee Stock Ownership Plan referred to on page 29 hereof.
(2) Beneficial ownership of shares listed in these columns is disclaimed by the
directors.
(3) See Note A on page 8.
(4) Includes shares owned by Pfaffinger Foundation, The Times Mirror Stock Trust
and the Times Mirror Savings Plus Plan Trust. Mr. Erburu disclaims
beneficial ownership of these shares.
(5) Includes shares owned by The Times Mirror Stock Trust and the Times Mirror
Savings Plus Plan Trust. Mr. Laventhol disclaims beneficial ownership of
these shares.
(6) Includes shares held by The Times Mirror Employee Stock Ownership Trust,
Pfaffinger Foundation, The Times Mirror Stock Trust and the Times Mirror
Savings Plus Plan Trust, as well as shares owned by the Chandler family.
</TABLE>
EMPLOYEE BENEFIT PLANS
Three trusts maintained by the Company hold shares of Times Mirror Common
Stock for various qualified retirement plans for employees of the Company and
its subsidiaries. These trusts and their holdings of Times Mirror Common Stock
as of March 7, 1994 are as follows:
<TABLE>
<CAPTION>
SERIES A COMMON STOCK SERIES C COMMON STOCK
-------------------------- --------------------------
NUMBER OF PERCENT OF NUMBER OF PERCENT OF
SHARES SERIES SHARES SERIES
NAME OF TRUST HELD OUTSTANDING HELD OUTSTANDING
- --------------------------------------------------- ---------- -------------- ---------- --------------
<S> <C> <C> <C> <C>
The Times Mirror Stock Trust(1).................... -- -- 901,582 2.80%
The Times Mirror Employee Stock Ownership Trust
(the "ESOP Trust")(2)............................. 3,146,937 3.27% 2,400,175 7.44%
Times Mirror Savings Plus Plan Trust(3)............ 2,781,728 2.89% 365,915 1.13%
<FN>
- ----------
(1) This trust holds Common Stock on behalf of The Times Mirror Pension Plan and
various retirement plans for employees of the Company's subsidiaries. All
decisions as to the voting and disposition of such Common Stock are under
the authority and responsibility of the trust's two trustees, Robert F.
Erburu and David Laventhol. (NOTES CONTINUED ON FOLLOWING PAGE)
</TABLE>
11
<PAGE>
<TABLE>
<S> <C>
(2) Shares of Times Mirror Common Stock allocated to participants' accounts in
the Times Mirror Employee Stock Ownership Plan are voted by the participants
themselves on matters presented at meetings of shareholders, while
unallocated shares will be voted by the three trustees: James F. Guthrie
(Vice President and Chief Financial Officer), James R. Simpson (Vice
President, Human Resources) and Thomas Unterman (Vice President and General
Counsel). The three trustees have authority and responsibility for the
disposition of both allocated and unallocated shares of Common Stock.
(3) Shares of Times Mirror Common Stock held in the Times Mirror Savings Plus
Plan accounts or allocated to participants' Payroll-Based Stock Ownership
Plan ("PAYSOP") accounts are voted by the participants themselves on matters
presented at meetings of shareholders.
</TABLE>
COMPENSATION OF DIRECTORS
The Board of Directors is presently comprised of fifteen directors, two of
whom are salaried employees of the Company. Five directors in Class II will be
elected at the Annual Meeting of Shareholders on May 3, 1994. Directors who are
not employees of the Company receive an annual retainer of $25,000 and a fee of
$800 for attendance at each meeting of the Board of Directors and for attendance
at each meeting of a committee of the Board of which they are members, except
that the Chairmen of all of the Committees except the Retirement Plan Committee
each receive an additional annual retainer of $3,000. Directors' retainers and
fees otherwise payable to directors who are not employees of the Company or a
subsidiary may be deferred under a plan adopted in 1982. Amounts deferred are
held by the Company until termination of service as a director and thereafter
are to be paid out in annual installments. Each year additional amounts equal to
interest, at the lower of the average yield to maturity during the year on
United States Treasury debt or the maximum rate permitted by applicable
provisions of the Constitution of the State of California, will be added to
amounts deferred under this program. For each director who is not an employee,
the Company provides $150,000 life insurance coverage and $100,000 travel
accident insurance while traveling on Company business. Salaried employees
receive no additional compensation or benefits for their services as directors.
A director with at least five years of service is entitled to a retirement
benefit payable for the number of years of service as an outside director. The
amount of the annual benefit upon commencement of retirement is equal to the sum
of the annual retainer in effect at the time of termination plus attendance fees
for Board meetings and service on committees paid or payable for the calendar
year preceding termination. In order to receive a benefit, a director must be a
member of the Board in good standing at the time of his or her retirement and be
available while receiving benefits for consultation upon request.
12
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
The standing committees of the Board are an Executive Committee, an Audit
Committee, an Executive Personnel and Compensation Committee, a Finance
Committee, a Nominating Committee and a Retirement Plan Committee. The functions
of each of these six committees are described and the members of each are listed
below.
The Executive Committee has and may exercise substantially all authority of
the Board of Directors with specific exceptions provided by law and the
Company's bylaws. The members of the Executive Committee are Warren B.
Williamson (Chairman), Donald R. Beall, John E. Bryson, Robert F. Erburu,
Clayton W. Frye, Jr., William Stinehart, Jr. and Harold M. Williams. The
Executive Committee met three times in 1993.
Each year, the Audit Committee reviews the Company's audit plan, the scope
of activities of the independent auditors and of internal auditors, the results
of the audit after completion, and the fees for services performed during the
year, and recommends to the Board of Directors the firm to be appointed as
independent auditors. During a portion of each meeting this Committee meets with
representatives of the independent auditors without any officers or employees of
the Company present. The members of the Audit Committee are Dr. Alfred E.
Osborne, Jr. (Chairman), John E. Bryson, Clayton W. Frye, Jr., Joan A. Payden
and Harold M. Williams, none of whom is either an officer or employee of the
Company. The Audit Committee met three times in 1993.
The Executive Personnel and Compensation Committee administers the Company's
Key Employee Long-Term Incentive Plan, Executive Stock Option and Restricted
Stock Plans, determines the compensation of key officers of the Company,
authorizes and approves bonus-incentive compensation programs for executive
personnel of the Company and considers and discusses other matters relating to
key executive personnel, including management succession and promotions. Clayton
W. Frye, Jr. (Chairman), Donald R. Beall, John E. Bryson, Dr. Alfred E. Osborne,
Jr., William Stinehart, Jr. and Warren B. Williamson, none of whom is either an
officer or employee of the Company, are the members of the Executive Personnel
and Compensation Committee. The Executive Personnel and Compensation Committee
met four times in 1993.
The Finance Committee studies and makes recommendations to the Board of
Directors regarding the investment of assets of the Company's pension and profit
sharing plans. Warren B. Williamson (Chairman), Gwendolyn Garland Babcock, Bruce
Chandler, Clayton W. Frye, Jr., Joan A. Payden, William Stinehart, Jr., Harold
M. Williams and Dr. Edward Zapanta are the members of the Finance Committee,
which met twice in 1993.
The Nominating Committee considers and recommends to the Board nominees for
possible election to the Board of Directors and considers other matters
pertaining to the size and composition of the Board of Directors and its
Committees. The members of the Nominating Committee are Dr. Edward Zapanta
(Chairman), Donald R. Beall, Otis Chandler, Robert F. Erburu and Dr. Alfred
13
<PAGE>
E. Osborne, Jr. The Nominating Committee met once in 1993. The Nominating
Committee recommended the renomination of all incumbent directors in Class II
for election at the 1994 Annual Meeting except Eli S. Jacobs who will be
retiring from service on the Board. The Nominating Committee will give
appropriate consideration to qualified persons recommended by shareholders if
such recommendations are accompanied by information sufficient to enable the
Nominating Committee to evaluate the qualifications of the persons recommended.
Such recommendations must be submitted in writing to the Secretary of the
Company no later than the December 31 preceding the annual meeting of
shareholders at which directors are to be elected.
The Retirement Plan Committee is responsible for review, evaluation and
oversight of pension, profit-sharing and other retirement-oriented programs of
the Company and its subsidiaries and the performance of these programs in
relation to their purposes. Robert F. Erburu (Chairman) and David Laventhol are
the members of the Retirement Plan Committee. The Retirement Plan Committee met
three times in 1993.
In 1993, there were seven meetings of the Board of Directors. During the
year, each of the incumbent directors attended at least 75% of the aggregate
number of meetings of the Board and Committees on which he or she sits.
APPROVAL OF NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
On March 3, 1994, the Board of Directors adopted, subject to the approval of
the shareholders of the Company, the Non-Employee Director Stock Option Plan
(the "Director Stock Option Plan"). As discussed under "Compensation of
Directors" on page 12 of this Proxy Statement, non-employee directors of the
Company currently receive cash compensation as an annual retainer and as
committee and meeting fees. The Company believes it is important that the
interests of its directors be aligned with those of its shareholders and,
consequently, adopted the Director Stock Option Plan as a means of further
strengthening that link.
The following summary of the main features of the Director Stock Option Plan
is qualified in its entirety by the complete text of the Director Stock Option
Plan which is set out as Appendix A to this Proxy Statement. Capitalized terms
used in the following summary but not defined therein shall have the meanings
contained in the Director Stock Option Plan.
PURPOSE. The purpose of the Director Stock Option Plan is to provide for
the receipt by non-employee directors of the Company of all or a portion of
their directors fees in the form of stock options in order to further align
their interests with those of the shareholders by increasing their proprietary
interests in the Company. All directors who are not employees of the Company or
its subsidiaries may participate in the Director Stock Option Plan. There are
currently thirteen non-employee directors.
14
<PAGE>
ELECTION OF STOCK OPTIONS. In order to receive stock options, the
non-employee director must deliver to the Company an election form on which
he/she designates the type and percent of fees to be received in the form of
stock options (the "Election Percent"). The election is irrevocable unless
modified or revoked by submitting a Change of Election form.
OPTION FORMULA. The number of shares underlying stock options granted to
any non-employee director who has elected to receive stock options in lieu of
fees shall be equal to the whole number (with any fractional interests rounded
up to the next highest whole number) determined by dividing the total amount of
the annual retainer, committee fees, and/or meeting fees for which the election
is made by the number resulting from the application of the Black-Scholes option
pricing model to an option for one share of Series A common stock as determined
on the Initial Grant Date or Grant Date, as applicable. In applying the
Black-Scholes option pricing model the following variables will apply: the
risk-free rate of return will be the long-term Treasury bill rate in effect on
the Grant Date or Initial Grant Date; the assumed dividend rate will be that in
effect on the Grant Date or Initial Grant Date; the volatility will be
determined on the basis of the Series A common stock's volatility over the four
calendar quarters preceding the Grant Date or the Initial Grant Date; and any
other variables that may be established by the Committee.
APPLICATION OF FORMULA TO FEES. On the Initial Grant Date, the amount of
fees to be received in the form of stock options shall be the Election Percent
multiplied by the amount of such fees payable for the period from the Effective
Date to the Initial Grant Date. On each Grant Date after the Initial Grant Date,
the amount of fees to be received in the form of stock options will be the
Election Percent multiplied by the amount of such fees payable for the period
through such Grant Date since the Initial Grant Date or the previous Grant Date,
as applicable.
OPTION PRICE AND TERM. Only nonqualified stock options may be granted under
the Director Stock Option Plan. The price per share of the shares subject to
each option shall be not less than 100% of the Fair Market Value of such stock
on the date the stock option is granted. Stock options granted will be fully
exercisable as of the date granted and will expire on the tenth anniversary of
the date of grant.
CESSATION OF SERVICE. Upon cessation of service as a non-employee director
any and all stock options owed to the non-employee director, but which have not
been granted as of the date of cessation of service, for services rendered by
the non-employee director since the Initial Grant Date or Grant Date immediately
preceding the date of cessation of service, will be promptly granted and will
remain exercisable until the expiration of the term of the option. In addition,
all stock options held by the non-employee director as of the date of cessation
of service may be exercised by the non-employee director until the expiration of
the option term.
ADMINISTRATION AND AMENDMENT. The Director Stock Option Plan will be
administered by the Committee. It may be terminated, suspended or amended as the
Committee deems advisable as long
15
<PAGE>
as such does not revoke or alter in any manner adverse to any non-employee
director any outstanding stock options and provided, further, that no amendment
may be made without shareholder approval if the effect of such amendment will be
to cause the Director Stock Option Plan to fail to comply with Rule 16b-3 of the
Securities Exchange Act. The Director Stock Option Plan will expire on the tenth
anniversary of its effective date, which is the date on which shareholder
approval is obtained.
NONTRANSFERABILITY. No stock option may be transferred, assigned, pledged
or hypothecated in any way except pursuant to a will or the laws of descent and
distribution or pursuant to a valid qualified domestic relations order. During
the non-employee director's lifetime, a stock option may be exercised only by
the non-employee director or his/her legal guardian or representative.
GENERAL. A total of 200,000 shares of Times Mirror Series A common stock
are reserved for issuance under the Director Stock Option Plan. The Company may
adjust the number and kind of stock options as appropriate in the event of a
reorganization, stock split, merger or other such change in capitalization.
TAX TREATMENT. The following is a brief description of the federal income
tax treatment that will generally apply to awards made under the Director Stock
Option Plan based on federal income tax laws in effect on the date hereof.
The grant of an option under the Director Stock Option Plan is generally not
a taxable event for the optionee and is not a taxable event for the Company.
Upon exercise of the option, the optionee will generally recognize ordinary
income in an amount equal to the excess of the fair market value of the stock
acquired upon exercise (determined as of the date of exercise) over the exercise
price of such option, and the Company will be entitled to a deduction equal to
such amount.
If the optionee is subject to Section 16 of the Securities Exchange Act,
special rules will apply if the option is exercised during the period of time
(the "Section 16(b) Period") within six months of the date it is issued. In such
case, the optionee will not recognize ordinary income and the Company will not
be entitled to a deduction until the expiration of the Section 16(b) Period.
Upon such expiration, the optionee will recognize ordinary income, and the
Company will be entitled to a deduction, equal to the excess of the fair market
value of the stock (determined as of the expiration of the Section 16(b) Period)
over the option exercise price. Such an optionee may elect under Section 83(b)
of the Internal Revenue Code to recognize ordinary income on the date of
exercise, in which case the Company would be entitled to a deduction at that
time equal to the amount of the ordinary income recognized.
Due to the elective nature of the Director Stock Option Plan, the number of
stock options that would have been received by any one or more non-employee
directors in the last fiscal year or will be received by such in the future is
not determinable.
16
<PAGE>
The affirmative vote of the holders of at least a majority of the voting
interests of the outstanding shares of Times Mirror Common Stock represented and
entitled to vote at the meeting is required for approval of the Non-Employee
Director Stock Option Plan.
THE BOARD OF DIRECTORS OF THE COMPANY HAS ADOPTED THE NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN AND RECOMMENDS A VOTE FOR ITS APPROVAL.
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company, on the recommendation of its Audit
Committee (consisting of directors who are neither officers nor employees of the
Company--see page 13), has appointed Ernst & Young as independent auditors for
the Company and its subsidiaries for 1994, subject to ratification by the
shareholders.
Ernst & Young has served as independent auditors for the Company since 1936.
One or more members of the firm will attend the Annual Meeting. Ernst & Young
has indicated that it does not presently intend to make a statement at the
Annual Meeting, but a member of the firm will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG AS INDEPENDENT AUDITORS.
OTHER MATTERS
There was a failure to file on a timely basis, during fiscal year 1993, a
Form 4 on behalf of each of the directors Gwendolyn Garland Babcock and John E.
Bryson to report, in each instance, a one-time disposition of shares of Company
stock. In both instances, their brokers disposed of shares of Company stock
beneficially owned by each without timely advising the directors.
Management does not know of any matter to be acted upon at the meeting other
than the matters described above. If any other matter properly comes before the
meeting, however, the proxy holders will vote thereon in accordance with their
best judgment.
17
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information with respect to the compensation
of the chief executive officer and each of the other four most highly
compensated executive officers of the Company for services in all capacities to
the Company for the fiscal years ended December 31, 1991, 1992 and 1993.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------
AWARDS
------------------------
ANNUAL COMPENSATION SECURITIES PAYOUTS
--------------------------------- UNDERLYING -------
OTHER ANNUAL RESTRICTED STOCK LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION STOCK OPTIONS(3) PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) (1)($) (2)($) (#) ($) (1)(4)($)
- -------------------------------- ---- ------- ------- --------------- ----------- ----------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert F. Erburu 1993 875,001 300,000 0 0 100,000 0 4,497
Chairman of the Board, 90,000
President, and Chief 1992 875,001 0 0 0 56,000 N/A 4,364
Executive Officer 1991 875,001 0 -- 0 0 N/A --
David Laventhol(5) 1993 580,000 150,000 0 0 55,000 0 4,497
President 1992 580,000 0 0 0 30,000 N/A 4,364
1991 580,000 0 -- 0 0 N/A --
Curtis A. Hessler(6) 1993 449,520 150,000 76,698(7) 0 28,000 0 4,497
Executive Vice President 23,700
1992 424,039 110,000 134,393 0 16,500 N/A 4,364
1991 318,750 -- -- 592,500 0 N/A --
Richard T. Schlosberg, III 1993 399,038 150,000 0 0 28,000 0 4,497
Executive Vice President 23,700
1992 349,711 110,000 62,415 0 16,500 N/A 4,364
1991 334,807 50,000 -- 0 0 N/A --
Larry W. Wangberg 1993 339,615 200,000 0 0 20,000 70,000 4,497
Senior Vice President 17,400
1992 319,616 190,000 0 0 13,000 N/A 4,364
1991 299,616 103,500 -- 0 N/A --
<FN>
- ------------
(1) Amounts of "Other Annual Compensation" and "All Other Compensation" are
not required for the fiscal year ended December 31, 1991.
(2) As of December 31, 1993, the number and value of restricted stock award
holdings were as follows: 25,000 ($834,375) by Mr. Erburu; 8,000
($267,000) by Mr. Laventhol; 15,000 ($500,625) by Mr. Hessler; 2,250
($75,094) by Mr. Schlosberg; and 2,250 ($75,094) by Mr. Wangberg.
Dividends are payable on restricted stock to the extent paid on the
Company's Series A common stock. The Company ceased awarding restricted
stock when it commenced its Long-Term Incentive Plan in 1992.
(3) In the past, the Executive Personnel and Compensation Committee has made
annual long-term incentive awards and stock option awards in the month of
February of the year in respect of which the awards were granted. In 1993,
the Committee changed its practice and commenced making such awards in the
month of November preceding the year in question. Consequently, the table
above reflects two awards made in 1993. The first award, which was made in
</TABLE>
18
<PAGE>
<TABLE>
<S> <C>
February in accordance with the Committee's previous practice, was in
respect of 1993, and the second award, which was made in November in
accordance with the Committee's new practice, was in respect of 1994. (See
also footnotes (1) on pages 19 and 22.)
(4) Amounts in this column are Company contributions to individual Savings
Plus Plan (401(k)) accounts.
(5) Mr. Laventhol resigned as President of the Company effective December 31,
1993.
(6) Mr. Hessler was elected an officer of the Company effective February 15,
1991.
(7) Includes $51,250 in relocation assistance.
</TABLE>
OPTION GRANTS TABLE
The following table sets forth all grants of stock options in 1993 to the
named executive officers of the Company under the Company's 1992 Key Employee
Long-Term Incentive Plan.
OPTION GRANTS IN FISCAL YEAR 1993(1)
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ---------------------------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL GRANT
UNDERLYING OPTIONS DATE
OPTIONS GRANTED TO EXERCISE OR PRESENT
GRANTED(2) EMPLOYEES IN BASE PRICE EXPIRATION VALUE(3)
NAME (#) 1993 ($/SH) DATE ($)
- --------------------------- ----------- ------------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Robert F. Erburu 100,000 4.1 32.125 02/19/03 892,000
90,000 3.7 31.50 11/30/03 854,100
David Laventhol 55,000 2.3 32.125 02/19/03 490,600
Curtis A. Hessler 28,000 1.2 32.125 02/19/03 249,760
23,700 1.0 31.50 11/30/03 224,913
Richard T. Schlosberg, III 28,000 1.2 32.125 02/19/03 249,760
23,700 1.0 31.50 11/30/03 224,913
Larry W. Wangberg 20,000 0.8 32.125 02/19/03 178,400
17,400 0.7 31.50 11/30/03 165,126
<FN>
- ----------
(1) The table above reflects two awards for 1993 as a result of the Executive
Personnel and Compensation Committee's decision to change the timing of
awards. (See footnote 3 on page 18.) The first grant of stock options
shown above was made on February 19, 1993 and was for the three-year cycle
commencing in 1993, and the second grant was made on November 30, 1993 and
was for the three-year cycle commencing in 1994 (see footnote 2, below).
(2) The options have a ten-year term and first become exercisable nine years
and nine months from the date of grant. Twenty-five percent of the options
will become eligible for accelerated vesting following the end of an
initial three-year performance cycle provided that the Company's total
shareholder return over the three-year period equals or exceeds a 30th
percentile ranking relative
</TABLE>
19
<PAGE>
<TABLE>
<S> <C>
to a designated group of other major media/communications firms over the
same period. In the event that the Company's relative total shareholder
return performance equals or exceeds a 40th percentile ranking, fifty
percent of the options will become eligible for accelerated vesting. Upon
achievement of a relative total shareholder return ranking equal to or
greater than the 50th percentile of the peer group, all of the options
will become eligible for accelerated vesting. In the event that the
Company's relative total shareholder return performance for the initial
three-year performance cycle does not result in the accelerated vesting of
100% of the options, remaining unvested options will become eligible for
accelerated vesting following the end of each successive fiscal year until
the Company's performance for the most recent three-year cycle results in
the vesting of 100% of the options, or nine years and nine months have
elapsed since the date of grant.
(3) Based on the Black-Scholes option pricing model. For the February 19, 1993
grant, the model assumes (a) volatility calculated using the standard
deviation of the Company's stock price during the three years prior to the
grant date (0.2621); (b) a risk-free rate of return based on the weekly
average of the 10-year Treasury Bill rate for the 52 weeks prior to the
grant date (6.85%); and (c) the actual annual dividend yield of the
Company's stock on the date of grant (3.52%). For the November 30, 1993
grant, the model assumes (a) volatility calculated using the standard
deviation of the Company's stock price during the three years prior to the
grant date (0.2316); (b) a risk-free rate of return based on the weekly
average of the 10-year Treasury Bill rate for the 52 weeks prior to the
grant date (5.93%); and (c) the actual annual dividend yield of the
Company's stock on the date of grant (3.44%). For both grants, there is a
vesting discount of 5% for each year of vesting restrictions. The total
discount for each grant of 25% was based on assumed "cliff" vesting five
years from the date of grant.
</TABLE>
20
<PAGE>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1993 AND
OPTION VALUES AT DECEMBER 31, 1993
The following tables set forth the number of securities underlying
unexercised options held by the named executive officers at December 31, 1993
and the value of unexercised in-the-money options at December 31, 1993. None of
the named executive officers exercised any stock options during 1993.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
DECEMBER 31, 1993(#) AT DECEMBER 31, 1993(1)
------------------------------- -------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------- ----------------- ------------ ----------------- ------------
<S> <C> <C> <C> <C>
Robert F. Erburu.............................. 0 246,000 0 $ 293,750
David Laventhol............................... 0 85,000 0 68,750
Curtis A. Hessler............................. 0 68,200 0 79,438
Richard T. Schlosberg, III.................... 0 68,200 0 79,438
Larry W. Wangberg............................. 0 50,400 0 57,625
<FN>
- ----------
(1) Represents the difference between the closing price of the Company's Series
A common stock on December 31, 1993 ($33.3750) and the exercise price of the
options.
</TABLE>
21
<PAGE>
LONG-TERM INCENTIVE PLAN AWARDS TABLE
The following table describes deferred cash incentives awarded in 1993 under
the Company's Long-Term Incentive Plan to the named executive officers.
LONG-TERM INCENTIVE PLAN AWARDS IN FISCAL YEAR 1993(1)
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
----------------------------------
PERFORMANCE OR
OTHER PERIOD
UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME OR PAYOUT(2) ($) ($) ($)
- --------------------------- ------------------- ----------- --------- ----------
<S> <C> <C> <C> <C>
Robert F. Erburu 3 450,000 900,000 1,800,000
3 200,000 800,000 1,600,000
David Laventhol 3 250,000 500,000 1,000,000
Curtis A. Hessler 3 125,000 250,000 500,000
3 56,250 225,000 450,000
Richard T. Schlosberg, III 3 125,000 250,000 500,000
3 56,250 225,000 450,000
Larry W. Wangberg 3 90,000 180,000 360,000
3 40,000 160,000 320,000
<FN>
- ----------
(1) The table above reflects two awards for 1993 as a result of the Executive
Personnel and Compensation Committee's decision to change the timing of
awards. (See footnote 3 on page 18.) The first deferred cash incentive award
was made on February 19, 1993 and was for the three-year cycle commencing in
1993, and the second deferred cash incentive award was made on November 30,
1993 and was for the three-year cycle commencing in 1994 (see footnote 2,
below).
(2) Deferred cash incentive awards provide participants with the opportunity to
earn an annual cash award based on performance over the three-year period
prior to payout. Under the terms of the February 19, 1993 grant, the amount
of payout is based upon the Company's total shareholder return over a
three-year period as compared to a designated group of other major media/
communications firms. Under the terms of the November 30, 1993 grant,
performance for earning awards is measured by a management accounting
concept known as Times Mirror Value Management--Total Shareholder Return
("TMVM TSR"). For a Times Mirror business, and for Times Mirror as a whole,
TMVM TSR is the discount rate that makes the ending value of the business,
plus its interim net-of-reinvestment cash flows, equal to its initial value,
with ending and initial value computed as a fixed multiple of the
sustainable net cash flow level achieved in the measured year. TMVM TSR is
affected only by actual business performance and does not reflect changes in
actual stock market "multiples," or in the market cost of capital, over the
period of performance. TMVM TSR goals for Company-wide performance
associates target awards with a TMVM TSR equal to the median historic total
shareholder return of the S&P 500. In the event that the Company's TMVM TSR
over the Performance Cycle is equal to at least 8% the participant will
receive the threshold amount, 12% will result in payout of the target and
20% and above will result in payout of the maximum.
</TABLE>
22
<PAGE>
THE FOLLOWING MATERIAL IS NOT DEEMED TO BE PART OF A DOCUMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, AND IS NOT TO BE DEEMED TO BE INCORPORATED BY REFERENCE IN ANY
DOCUMENTS FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, WITHOUT THE
EXPRESS CONSENT OF THE PERSONS NAMED BELOW.
REPORT OF THE EXECUTIVE PERSONNEL
AND COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
COMMITTEE CHARTER: The Board of Directors of The Times Mirror Company (the
"Company") has delegated to the Executive Personnel and Compensation Committee
(the "Committee") the authority to review, consider and determine the
compensation of the Company's Executive Officers. This Committee was first
established in 1962 and its activities have included the review and development
of executive compensation programs and the award of incentive payments under
those programs. The names of the Committee's members appear below. None of the
members of the Committee is employed by the Company and none is employed by
companies whose boards of directors include an officer of the Company.
COMPENSATION POLICIES: The Committee's policies are designed to assist the
Company in attracting, retaining and motivating qualified executives by
providing competitive levels of compensation that integrate the Company's annual
and long-term performance goals, reward strong corporate performance, and
recognize individual initiative and achievements. Targeted levels of the
executives' overall compensation are set at levels that the Committee believes,
based on a regular review of survey data provided by independent, nationally
recognized compensation consulting firms, is at or slightly above the median of
other companies of comparable size, complexity and industry focus. The
compensation survey data reviewed by the Committee includes information on pay
levels for the specific companies included in the peer group used to compare the
Company's total shareholder return performance in the performance graph on page
27, as well as other companies within the media/ communications industry against
which the Company may compete in whole or in part for business or talent. For
positions within specialized segments of the Company's business, including
magazines and cable television, the Committee also reviews compensation data for
companies operating principally within such segments. Importantly, the
executives' compensation is weighted heavily toward programs contingent upon the
Company's near-and long-term financial performance and the return provided to
the Company's stockholders. The Committee also believes that stock ownership by
management and stock-based performance compensation programs are beneficial in
aligning the interests of management and shareholders in enhancing shareholder
value.
The Committee's policies were considered extensively in 1991 and 1992,
culminating in the replacement of the Company's Restricted Stock Plan with the
proposal to and adoption by shareholders of the Company's 1992 Key Employee
Long-Term Incentive Plan (the "Long-Term Incentive Plan"). They were again
considered in 1993 in connection with the modification of this plan. As a
23
<PAGE>
result of this process, the compensation of the Company's executives is balanced
among (a) an annual base salary which, together with certain benefits, is set at
approximately the median of the Company's peer group, subject to variation by
individual executive based on the executive's performance and length of service
with the Company, (b) the potential for an annual incentive award consistent
with industry practice and based on the level of the Company's operating income
and other financial, strategic and individual performance criteria, (c) an award
under the Long-Term Incentive Plan of stock options, of which the speed of
vesting is dependent upon the Company's performance in total shareholder return
over a three-year period relative to a group of comparable companies, and (d)
the potential for a deferred cash award under the Long-Term Incentive Plan based
on Company and business unit performance measured in terms of TMVM TSR (defined
above) over a three-year period.
In establishing salary levels, annual incentive award targets and award
targets under the Long-Term Incentive Plan, the Committee relies on advice and
competitive survey data provided by two independent and nationally recognized
compensation consulting firms: Strategic Compensation Associates and Towers,
Perrin. Based on information provided to the Committee by these firms, the
Committee believes that the total compensation package of the Company's
executive group falls within the policy guidelines established by the Committee
of providing a performance-sensitive compensation opportunity for the Company's
executives at or slightly above the median of the Company's peer group. Also,
consistent with the Committee's policy of emphasizing performance-based pay, the
actual compensation recently earned by the Company's senior executives generally
has fallen below median competitive levels due to modest annual incentive
payments and the failure of the Company to achieve the minimum level of
performance required under the Long-Term Incentive Plan for the performance
cycle ending on December 31, 1993 to generate deferred cash payments or
accelerate the vesting of stock options granted thereunder.
In determining annual incentive award payments for 1993 performance, the
Committee considered the Company's 1993 operating results, which represented
meaningful improvement over the prior year despite the continued negative effect
of external economic conditions on the Company's most significant operating
units; the operating results of the Company's individual business units, where
applicable; strategic efforts to moderate the impact of the recession on the
Company's key businesses; and the performance against specific objectives
applicable to individual executives.
Except for modest payments of deferred cash awards as provided for in the
Long-Term Incentive Plan to reward a limited number of business unit executives
for business unit performance, no cash payments or accelerated vesting of
options were provided under the Plan for the performance cycle ending on
December 31, 1993.
COMPENSATION OF ROBERT F. ERBURU, THE CHIEF EXECUTIVE OFFICER: The
Committee's consideration of the compensation of the Company's Chief Executive
Officer, Robert F. Erburu, was strongly influenced by the contribution Mr.
Erburu has made during his career with the Company; his role as a
24
<PAGE>
representative of the Company in the industry, its community and in national
affairs; the progress the Company is making in diversifying its operations into
non-advertising-based businesses; and the Company's efforts to moderate the
severe impact of the recent recession on the most significant operating units of
the Company. In addition, the Committee considered the fact that Mr. Erburu
voluntarily declined base salary increases and the payment of annual
bonus-incentive awards in 1991, 1992 and 1993. Finally, it considered data
presented by the Company's compensation consultants regarding the base salary,
annual cash compensation and total compensation provided to the CEO's of the
Company's industry peers. This data indicated that the recent actual total
compensation provided to Mr. Erburu has been significantly below the median
compensation of his industry counterparts. Based on the consideration of the
above factors, the Committee determined to increase Mr. Erburu's annual base
salary for 1994 to $925,000 and to award an annual bonus-incentive for the
Company's 1993 fiscal year performance of $300,000. Based on the competitive
data provided by the Company's compensation consultants, the increase in Mr.
Erburu's annual base salary results in a salary level equal to approximately the
75th percentile of CEO salaries among the Company's peer group. Due to the
Company's failure to meet the threshold performance objective established for
the deferred cash award under the Long-Term Incentive Plan for the performance
cycle ending on December 31, 1993, no long-term cash award was earned by Mr.
Erburu for the performance cycle.
In establishing Mr. Erburu's award targets under the 1994 executive
bonus-incentive program and his stock option grant and target long-term cash
award for the performance cycle beginning with the Company's 1994 fiscal year,
the Committee relied extensively on the competitive compensation data provided
by its compensation consultants and the Committee's opinion regarding the
portion of Mr. Erburu's total compensation that should be dependent upon annual
and long-term performance. Based on these considerations, the Committee granted
Mr. Erburu an option to purchase 90,000 shares of Times Mirror Series A common
stock and a target long-term cash opportunity of $800,000 under the Long-Term
Incentive Plan. The stock options granted to Mr. Erburu will first become
available for vesting following the end of the Company's 1996 fiscal year, with
the amount vesting at that time dependent upon the Company's total shareholder
return relative to its peer group over the 1994-through-1996 performance cycle.
Payment of the deferred cash incentive award will be dependent upon the
Company's achievement of specified TMVM TSR objectives over the 1994 through
1996 performance cycle.
COMPANY POLICY REGARDING SECTION 162(M) OF THE INTERNAL REVENUE CODE: The
1993 Omnibus Budget Reconciliation Act ("OBRA") became law in August 1993. Under
the new law, income tax deductions for compensation paid by publicly-traded
companies may be limited to the extent total compensation (including base
salary, annual bonus, restricted stock awards, stock option exercises, and
non-qualified benefits) for certain executive officers exceeds $1 million in any
one year. Under OBRA, the deduction limit does not apply to payments which
qualify as "performance-based." To
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<PAGE>
qualify as "performance-based," compensation payments must be made from a plan
that is administered by a committee of outside directors. In addition, the
material terms of the plan must be disclosed to and approved by shareholders,
and the committee must certify that the performance goals were achieved before
payments can be awarded.
The Committee intends to design the Company's compensation programs to
conform with the OBRA legislation and related regulations so that total
compensation paid to any employee will not exceed $1 million in any one year,
except for compensation payments in excess of $1 million which qualify as
"performance-based." However, the Company may pay compensation which is not
deductible in limited circumstances when sound management of the Company so
requires.
<TABLE>
<S> <C>
Clayton W. Frye, Jr., Alfred E. Osborne, Jr.
CHAIRMAN William Stinehart, Jr.
Donald R. Beall Warren B. Williamson
John E. Bryson
</TABLE>
26
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
THE STOCK PRICE PERFORMANCE GRAPH DEPICTED BELOW SHALL NOT BE DEEMED
INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE
THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933 OR UNDER
THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT THE COMPANY
SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE
BE DEEMED FILED UNDER SUCH ACTS.
The graph below compares the cumulative total return of Times Mirror, the
S&P 500 Stock Index and the following group of peer companies: A. H. Belo
Corporation, Capital Cities ABC, Inc., Dow Jones & Co., Inc., E. W. Scripps
Company, Gannett, Inc., Knight-Ridder, Inc., McClatchy Newspapers, Inc., McGraw
Hill, Inc., Media General, Inc., Meredith Corporation, Multimedia, Inc., New
York Times Company, Tribune Company, and the Washington Post Company. Affiliated
Publications, Inc., which was listed as a member of the peer companies in 1993,
has merged with the New York Times Company and, consequently, is no longer
listed separately.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
TIMES MIRROR, S&P 500, AND PEER GROUP
WEIGHTED AND UNWEIGHTED BY MARKET CAPITALIZATION
Graph filed previously with SEC under Form SE on March 21, 1994
Assumes $100 invested on December 31, 1988 in the stock of Times Mirror, the S&P
500 Index, Peer Companies (Weighted by Market Capitalization), and Peer
Companies (Unweighted by Market Capitalization). Total Return assumes
reinvestment of dividends.
27
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RETIREMENT PLANS
The following table illustrates the maximum annual benefits payable as a
single life annuity under the basic benefit formula in the Pension Plan (see
below) to an officer or employee retiring at age 65 with the specified
combination of final average salary and years of credited service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE AT RETIREMENT
FINAL AVERAGE -----------------------------------------------------
SALARY (5 YEARS) 15 20 25 30 35
- ------------------------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$ 300,000................................ $ 78,750 $ 105,000 $ 131,250 $ 157,500 $ 183,750
400,000................................ 105,000 140,000 175,000 210,000 245,000
500,000................................ 131,250 175,000 218,750 262,500 306,250
600,000................................ 157,500 210,000 262,500 315,000 367,500
700,000................................ 183,750 245,000 306,250 367,500 428,750
800,000................................ 210,000 280,000 350,000 420,000 490,000
900,000................................ 236,250 315,000 393,750 472,500 551,250
1,000,000............................... 262,500 350,000 437,500 525,000 612,500
</TABLE>
The Company maintains a retirement income plan (the "Pension Plan") which is
a funded, qualified, non-contributory, defined benefit plan that covers all
salaried employees, including executive officers. The Pension Plan provides
benefits based on the participant's highest average salary for five consecutive
years within the ten years prior to retirement and the participant's length of
service. Benefit amounts will be offset by a portion of the primary Social
Security benefit to be received by the participant. A survivor's annuity for the
spouse of a vested participant is also provided.
In general, compensation covered by the Pension Plan includes salary and
wages, but does not include bonuses, overtime pay, or other unusual or
extraordinary compensation. For the executive officers whose compensation is
shown in the table on page 18 up to $235,840 in 1993 and designated as salary in
that table is covered by the Pension Plan. Credited years of service under the
Pension Plan as of December 31, 1993 were approximately 33 years for Mr. Erburu,
24 years for Mr. Laventhol, 3 years for Mr. Hessler, 6 years for Mr. Schlosberg
and 10 years for Mr. Wangberg.
The amounts shown in the table above have been calculated without adjustment
for Social Security benefits, and thus may be subject to reduction to recognize
primary Social Security benefits to be received by the participant. The amounts
shown in the table above have also been calculated without reference to the
maximum limitations ($115,641 in 1993) imposed by the Internal Revenue Code on
benefits which may be paid, or on compensation that may be recognized, under a
qualified defined benefit plan. Optional forms of payment available under the
Pension Plan may result in substantially reduced payments to an employee
electing such an option.
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In addition to the amounts shown in the above table, active participants
employed on March 29, 1985 are eligible for a past service benefit improvement
as a single sum equal to 2% of 1984 base salary times years of credited service
before 1985. This amount will be increased by an amount equal to interest,
currently at 7 1/2% per annum, until termination or retirement and then may be
paid as a single sum or converted into an equivalent annuity commencing at
retirement.
The Company also maintains an Employee Stock Ownership Plan (the "ESOP").
Benefits provided by the ESOP are coordinated with benefits provided under the
Pension Plan so that benefits payable under the ESOP will be offset against
benefits otherwise payable under the Pension Plan. Officers of the Company are
eligible to participate in the ESOP and, subject to applicable limitations
imposed by the Internal Revenue Code and by the Employee Retirement Income
Security Act of 1974, will be entitled to receive shares allocated to their
accounts and other benefits provided by the ESOP. Estimated individual account
balances as of December 31, 1993, including estimated allocations for 1993,
included approximately 6,295 shares of Series A and Series C common stock for
Mr. Erburu, 5,230 shares for Mr. Laventhol, 540 shares for Mr. Hessler, 2,285
shares for Mr. Schlosberg and 3,425 for Mr. Wangberg.
The Company has also established a Supplemental Executive Retirement Plan
(the "SERP") to provide retirement benefits for certain officers of the Company
designated by the Executive Personnel and Compensation Committee (the
"Compensation Committee"). Participants in the SERP will be entitled to receive
benefits thereunder after reaching age 65 in addition to benefits payable under
all other employee benefit plans. Of the named officers on page 18, the
Compensation Committee has designated Messrs. Erburu, Laventhol, Hessler, and
Schlosberg as participants in the SERP.
Benefits payable under the SERP will be determined in substantially the same
manner as under the Pension Plan except that (a) earnings shall include both
base salary and awards under the bonus-incentive program, and (b) the amount
payable shall be calculated without regard to the provisions of Section 415 of
the Internal Revenue Code or other legal limits on benefits under a qualified
pension plan. The SERP provides that each participant shall receive benefits
thereunder at least equal to the difference between the amount such participant
is entitled to receive under the Pension Plan and the amount he or she would
have been entitled to receive without regard to the maximum limitations imposed
by the Internal Revenue Code. If a married participant dies, his or her spouse
will be entitled to receive a lifetime annuity equal to approximately one-half
the amount the participating officer would have been entitled to receive under
the SERP as of the date of the participant's death.
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The SERP is unfunded. Except for the annuity payable to a spouse after the
death of a participant, no benefits are payable under the SERP, and participants
have no vested rights thereunder, unless and until a participant continues in
the employ of the Company until retirement on or after attaining age 65 or the
Compensation Committee grants the executive vested status, except that Mr.
Erburu's benefits under the SERP are now fully vested and he may elect to
commence benefits under the SERP upon termination of his employment without
reduction to reflect commencement prior to age 65 if he complies with the
agreement described on page 31. The SERP also provides that upon a change of
control, the benefits of each participant under the SERP (other than Mr. Erburu
whose benefits under the SERP are already fully vested under the arrangements
described on page 31 and so would not be affected by a change of control), shall
be fully vested and each such participant shall be entitled to receive his or
her benefits under the SERP commencing upon termination of employment, provided
that any such benefit commencing prior to age 65 shall be actuarially reduced to
reflect its commencement prior to age 65.
The Company has established an ERISA excess retirement plan (the "Excess
Plan") to provide pension benefits for certain employees including officers of
the Company. The Excess Plan provides that each participant will receive
benefits thereunder equal to the difference between the amount such participant
is entitled to receive under the Pension Plan and the amount he or she would
have been entitled to receive without regard to the maximum limitations imposed
by the Internal Revenue Code. Participants will be vested under the Excess Plan
under the same vesting provisions as the Pension Plan. The Excess Plan is
unfunded.
TERMINATION ARRANGEMENTS
The Company has an agreement with Mr. Otis Chandler, a director of the
Company, under which he received a salary at the rate of $300,000 per year until
November 30, 1992, the date of his retirement as an employee of the Company.
Following termination of his active employment, Mr. Chandler is entitled to
receive supplemental payments from the Company sufficient to provide an
aggregate of $300,000 each year from (i) payments made to or for Mr. Chandler's
account under the Company's Pension Plan and ESOP, and (ii) supplemental
payments to be made by the Company. That agreement also provides for payment of
supplemental benefits to Mr. Chandler's widow following his death sufficient to
provide her, from her survivor's annuity under the Company's Pension Plan and a
supplemental benefit from the Company, an aggregate of one-half of the amount
Mr. Chandler is entitled to receive after termination of his active employment.
Mr. and Mrs. Chandler are also entitled to continuation of life insurance on Mr.
Chandler's life and medical and dental coverage provided for certain active and
retired officers.
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<PAGE>
The Company entered into an agreement with Mr. Erburu under which he agreed
to give the Company two years advance notice if he should decide to retire
before his normal retirement date in 1995. If he should elect early retirement
and give such advance notice, he shall continue to serve as Chairman of the
Board and Chief Executive Officer of the Company, and will receive salary,
bonus-incentive compensation, benefits and other perquisites appropriate for
that office until he retires on his planned retirement date or an earlier date
chosen by the Company. The agreement also provides that if Mr. Erburu's
employment is terminated prior to August 14, 1993 by retirement or for any other
reason except death or total disability, the Company will repurchase all shares
of the Company's restricted stock sold and issued to Mr. Erburu which are still
subject to restrictions on the date he ceases to be an employee of the Company.
If Mr. Erburu gives the advance notice referred to above and complies with other
conditions of the agreement or if his employment is terminated by the Company
under any circumstances other than those referred to above, he will be entitled
to commence receiving retirement benefits under the SERP described on pages 29
and 30 (without diminishment because of early commencement) and under the
Pension Plan (actuarially reduced to reflect any early commencement of
benefits), will be entitled to receive supplemental compensation in lieu of
benefits he otherwise would have received from restricted stock issued and still
subject to restrictions upon termination of his employment, and will be entitled
to receive all other benefits for which retired Company officers are eligible.
If Mr. Erburu gives the advance notice referred to above and his employment is
terminated by the Company prior to his planned retirement date, he will be
entitled to receive additional payments under a consulting agreement at his
salary rate in effect upon termination of his employment for a period extending
at least through his planned retirement date.
REVOCATION OF PROXIES
Any shareholder may revoke a proxy by written notice of revocation delivered
to the Company's transfer agent, First Interstate Bank of California, P.O. Box
30042, Terminal Annex, Los Angeles, California 90030-9990, or to the Secretary
of the Company at Times Mirror Square, Los Angeles, California 90053, by
executing another proxy bearing a later date, or by voting the shares in person
at the meeting of shareholders.
1995 ANNUAL MEETING
Shareholder proposals must be received by the Company on or before November
21, 1994 to be considered for inclusion in the proxy statement and presentation
at the 1995 Annual Meeting of Shareholders, which is expected to be held on May
2, 1995.
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<PAGE>
GENERAL
The cost of soliciting proxies will be borne by the Company. Proxy cards and
materials will also be distributed to beneficial owners of stock through
brokers, dealers, banks, voting trustees, custodians, nominees and other like
parties and the Company will reimburse such parties for their charges and
expenses in connection therewith at the rates approved by the New York Stock
Exchange. The Company has retained D.F. King & Co. to assist in the solicitation
of proxies. D.F. King & Co. may solicit proxies by mail, telephone, telegraph
and personal solicitation, and will request brokerage houses and other nominees,
fiduciaries and custodians nominally holding shares of Series A Common Stock of
record to forward proxy soliciting material to the beneficial owners of such
shares. For these services, the Company will pay D.F. King & Co. a fee estimated
not to exceed $16,500, plus reimbursement of expenses. In addition, following
the original mailing of the proxy soliciting material, directors, officers and
regular employees of the Company may solicit proxies by mail, telephone,
telegraph and personal interview, for which they will receive no additional
compensation.
O. JEAN WILLIAMS
Secretary
March 21, 1994
32
<PAGE>
APPENDIX A
THE TIMES MIRROR
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. PURPOSE OF PLAN. The purpose of the Times Mirror Non-Employee Director
Stock Option Plan (the "Plan") is to provide for the receipt by the Non-Employee
Directors of the Company of all or a portion of their directors fees in the form
of stock options in order to further align their interests with those of the
shareholders by increasing their proprietary interests in the Company.
2. DEFINITIONS.
(a) "Committee" means the Executive Personnel and Compensation Committee of
the Company's Board of Directors.
(b) "Company" means The Times Mirror Company and any successor-in-interest.
(c) "Effective Date" means the first business day of the full calendar
quarter of the year following the date on which the election form is received by
the Company.
(d) "Fair Market Value" means the mean between the high and low market
prices for Series A common stock reported for that date on the composite tape
for securities listed on the New York Stock Exchange, or, if the Series A common
stock is not traded on the New York Stock Exchange, then for the next preceding
date on which the Series A common stock was traded on the New York Stock
Exchange.
(e) "Grant Date" means the first business day in each of the months of
January and July.
(f) "Initial Grant Date" means the first Grant Date which is at least six
months after the Effective Date.
(g) "Non-Employee Director" means all members of the Company's Board of
Directors who are not current employees of the Company or any of its
subsidiaries.
3. ELIGIBILITY. All Non-Employee Directors are eligible to participate in
the Plan.
4. SHARES AVAILABLE. There are hereby reserved for issuance under the Plan
200,000 shares of Times Mirror Series A Common Stock, $1 par value (the "Series
A Stock").
5. ELECTION OF STOCK OPTIONS. Each individual elected, reelected or
continuing as a Non-Employee Director may elect to take a portion or all of
his/her annual retainer, committee fees and/or meeting fees in the form of stock
options as provided hereunder.
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<PAGE>
6. METHOD OF ELECTING STOCK OPTIONS. In order to receive stock options
under the Plan, the Non-Employee Director must complete and deliver to the
Company a written election form on which he/ she designates the type and percent
of fees and/or annual retainer to be received in the form of stock options (the
"Election Percent"). Such an election will become effective on the Effective
Date. The election shall be irrevocable unless modified or revoked as provided
in this paragraph. In order to modify or revoke an election, the Non-Employee
Director must complete and deliver to the Company a Change of Election form
providing that said modification or revocation shall be effective with respect
to the annual retainer and/or fees payable on or after the first calendar
quarter of the year which begins at least six months following the date the
Company receives the Change of Election form.
7. OPTION AGREEMENT. Each stock option granted under the Plan shall be
evidenced by a written Stock Option Agreement which shall be executed by an
authorized officer of the Company and the Non-Employee Director. Such Agreement
shall contain provisions regarding (a) the number of shares of Series A Stock
which may be issued upon exercise of the Option, (b) the purchase price of the
shares and the means of payment for the shares, (c) the term of the option, (d)
such terms and conditions of exercise as may be determined from time to time by
the Committee, (e) restrictions on transfer of the option and forfeiture
provisions, as may be determined by the Committee, provided that each option
shall be exercisable only by the Non-Employee Director during his or her
lifetime or by his/her guardian, conservator or other legal representative and
shall not be transferable other than by will or by the laws of descent and
distribution or pursuant to a valid qualified domestic relations order, and (f)
such other terms and conditions not inconsistent with the Plan as may be
determined from time to time by the Committee.
8. OPTION FORMULA.
(a) FORMULA. The number of shares underlying stock options granted to any
eligible Non-Employee Director who has elected to receive stock options in lieu
of all or a portion of his/her annual retainer, committee and/or meeting fees
shall be equal to the whole number (with any fractional interests rounded up to
the next highest whole number) determined by dividing the total amount of the
annual retainer, committee fees, and/or meeting fees for which the election is
made by the number resulting from the application of the Black-Scholes option
pricing model to an option for one share of Series A Stock as determined on the
Initial Grant Date or the Grant Date, whichever is applicable. In applying the
Black-Scholes option pricing model the following variables shall apply: the risk
free rate of return shall be the long-term Treasury bill rate in effect on the
Grant Date or Initial Grant Date; the assumed dividend rate shall be that in
effect on the Grant Date or Initial Grant Date; the volatility shall be
determined on the basis of the Series A Stock's volatility over the four
calendar quarters preceding the Grant Date or Initial Grant Date; and any other
variables as may be established by the Committee.
A-2
<PAGE>
(b) APPLICATION TO FEES. On the Initial Grant Date, the amount of the
annual retainer, committee fees and/or meeting fees to be received in the form
of stock options shall be the Election Percent multiplied by the amount of such
fees payable for the period from the Effective Date to the Initial Grant Date.
On each Grant Date following the Initial Grant Date, the amount of the annual
retainer, committee fees and/or meeting fees to be received in the form of stock
options shall be the Election Percent multiplied by the amount of such fees
payable for the period through such Grant Date since the Initial Grant Date or
the previous Grant Date, as applicable.
9. OPTION PRICE. Only nonqualified stock options may be granted under the
Plan. The price per share of the shares subject to each option granted under the
Plan shall not be less than 100% of the Fair Market Value of such stock on the
date the stock option is granted.
10. VESTING AND OPTION TERM. Stock options granted under the Plan shall be
fully exercisable as of the date granted. Each stock option granted under the
Plan shall expire on the tenth anniversary of the date such option was granted.
11. MANNER OF EXERCISE. All or a portion of an exercisable option shall be
deemed exercised upon delivery to the Secretary of the Company at the Company's
principal office in Los Angeles, California all of the following: (i) a written
notice of exercise specifying the number of shares to be purchased signed by the
Non-Employee Director or other person then entitled to exercise the option, (ii)
full payment of the exercise price for such shares by any of the following or
combination thereof (a) cash, (b) certified or cashier's check payable to the
order of The Times Mirror Company, (c) the delivery of whole shares of Series A
Stock or the Company's Series C common stock owned by the option holder, or (d)
by requesting that the Company withhold whole shares of Series A Stock then
issuable upon exercise of the option (for purposes of such a transaction the
value of shares of either Series A Stock or the Company's Series C common stock
shall be deemed to equal the Fair Market Value of the stock on the date of the
exercise of the option), (iii) such representations and documents as the
Committee, in its sole discretion, deems necessary or advisable to effect
compliance with all applicable provisions of the Securities Act of 1933, as
amended, and any other federal or state securities laws or regulations, (iv) in
the event that the option shall be exercised pursuant to Paragraph 16 by any
person or persons other than the Non-Employee Director, appropriate proof of the
right of such person or persons to exercise the option, and (v) such
representations and documents as the Committee, in its sole discretion, deems
necessary or advisable.
12. ISSUANCE OF SHARES. No shares shall be issued and delivered upon
exercise of any option unless and until (a) in the opinion of the Company's
legal counsel, any applicable registration requirements of the Securities Act of
1933, any applicable listing requirements of any national securities exchange on
which stock of the same class is then listed, and any other requirements of law
or of any regulatory bodies having jurisdiction over such issuance and delivery,
shall have been fully
A-3
<PAGE>
complied with, (b) the lapse of such reasonable time period following the
exercise of the option as the Committee may deem necessary for administrative
convenience, and (c) the receipt by the Company of full payment for such shares.
13. CESSATION OF SERVICE. Upon cessation of service as a Non-Employee
Director, for whatever reason, any and all stock options owed to the
Non-Employee Director, but which have not been granted as of the date of
cessation of service, for services rendered by the Non-Employee Director since
the Initial Grant Date or Grant Date immediately preceding the date of cessation
of service, shall be promptly granted and shall remain exercisable until the
expiration of the term of the option. In addition, all stock options held by the
Non-Employee Director as of the date of cessation of service may be exercised by
the Non-Employee Director or his/her heirs or legal representatives until the
expiration of the option term.
14. ADMINISTRATION AND AMENDMENT OF THE PLAN. The Plan shall be
administered by the Committee. The Plan may be terminated, suspended or amended
by the Committee as it deems advisable. However, no amendment, termination or
suspension may revoke or alter in any manner adverse to the Non-Employee
Director any stock options then outstanding or due and owing to a director but
not yet granted, nor may the Plan be amended without shareholder approval where
the absence of such approval would cause the Plan to fail to comply with Rule
16b-3 under the Securities Exchange Act of 1934 (the "Act"), or any other
requirement of applicable law or regulation.
15. TERM OF PLAN. The Plan shall expire on the tenth anniversary of its
effective date. No stock option may be granted under the Plan thereafter but
stock options granted prior thereto shall continue to be exercisable and may be
exercised according to their terms.
16. NONTRANSFERABILITY. No stock option granted under this Plan shall be
transferred, assigned, pledged or hypothecated in any way, whether by operation
of law (including bankruptcy) or otherwise except pursuant to a will or the laws
of descent and distribution or pursuant to a valid qualified domestic relations
order. During the Non-Employee Director's lifetime, a stock option may be
exercised only by the Non-Employee Director or the Non-Employee Director's
guardian or legal representative.
17. CHANGES IN CAPITALIZATION. In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
spin-off, consolidation, rights offering, or any other change in the corporate
structure or shares of the Company, appropriate adjustments in the number and
kind of shares authorized by the Plan, in the number and kind of shares covered
by, and in the option price of outstanding stock options under this Plan shall
be made so as to preserve the value of such options.
18. COMPLIANCE WITH SEC REGULATIONS. It is the Company's intent that the
Plan comply in all respects with Rule 16b-3 of the Act, and any regulations
promulgated thereunder. If any provision of the Plan is later found not to be in
compliance with the Rule, the provision shall be deemed null and
A-4
<PAGE>
void. All grants and exercises of stock options under the Plan shall be executed
in accordance with the requirements of Section 16 of the Act, as amended and any
regulations promulgated thereunder. To the extent that any of the provisions
contained herein do not conform with Rule 16b-3 of the Act or any amendments
thereto or any successor regulation, then the Committee may make such
modifications so as to conform the Plan and any stock options granted thereunder
to the Rule's requirements.
19. RIGHT TO SERVICE. Except as provided in this Plan, no Non-Employee
Director shall have any claim or right to be granted a stock option under the
Plan. Neither the Plan nor any action pursuant thereto shall be construed as
giving any Non-Employee Director a right to be retained in the service of the
Company. The adoption of this Plan shall not affect any other compensation,
retirement or other benefit plan or program in effect for the Company.
20. EFFECTIVE DATE. The Plan, which is subject to shareholder approval,
shall be effective May 3, 1994 or such other date as shareholder approval is
obtained.
21. VALIDITY. In the event that any provision of the Plan or any related
agreement is held to be invalid, void or unenforceable, the same shall not
affect, in any respect whatsoever, the validity of any other provision of the
Plan or any related agreement.
22. INUREMENT OF RIGHTS AND OBLIGATIONS. The rights and obligations under
the Plan and any related agreements shall inure to the benefit of, and shall be
binding upon the Company, its successors and assigns, and the Non-Employee
Directors and their beneficiaries.
23. TITLES. Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of the Plan.
24. GOVERNING LAW. The Plan and any agreements hereunder shall be
administered, interpreted and enforced under the laws of the State of Delaware.
25. ARBITRATION. Any claim, dispute or other matter in question of any
kind relating to the Plan shall be settled by arbitration in accordance with the
Rules of the American Arbitration Association. Notice of demand for arbitration
shall be made in writing to the opposing party and to the American Arbitration
Association within a reasonable time after the claim, dispute or other matter in
question has arisen. In no event shall a demand for arbitration be made after
the date when the applicable statute of limitations would bar the institution of
a legal or equitable proceeding based on such claim, dispute or other matter in
question. The decision of the arbitrators shall be final and may be enforced in
any court of competent jurisdiction.
A-5
<PAGE>
TIMES MIRROR
TIMES MIRROR SQUARE, LOS ANGELES, CALIFORNIA 90053
TIMES MIRROR
NOTICE OF
ANNUAL
MEETING
AND
PROXY
STATEMENT
TIME TUESDAY, MAY 3, 1994
AT 9:30 IN THE MORNING
PLACE HARRY CHANDLER AUDITORIUM
TIMES MIRROR SQUARE
FIRST AND SPRING STREETS
IN LOS ANGELES
<PAGE>
APPENDIX TO PROXY STATEMENT
PROXY STATEMENT:
In the printed version, the top line of the front cover page, the top line
of the back cover page, and the second line from the bottom of the back cover
page contain the logo of The Times Mirror Company. A picture of each director is
depicted under the section entitled "Election of Directors" on pages 2 through
7. The stock price performance graph on page 27 was filed with the Commission on
March 21, 1994 under Form SE.
FORM OF PROXY:
In the printed version, on the front side of the form of proxy for
non-employee shareholders, on the first line, in the center, the logo of The
Times Mirror Company is depicted.
<PAGE>
[LOGO]
P
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- MAY 3, 1994
The undersigned, revoking all prior proxies, hereby appoints ROBERT F.
ERBURU and DAVID LAVENTHOL, or each or either of them, proxies for the
undersigned, with full power of substitution, to vote all shares of Series
A Common Stock and Series C Common Stock which the undersigned is entitled
to vote at the Annual Meeting of Shareholders of The Times Mirror Company
to be held in Los
R
Angeles, California on May 3, 1994 at 9:30 a.m., Pacific Daylight Time, or
at any adjournment thereof, upon such business as may properly come before
the meeting or any adjournment thereof including, without limiting such
general authorization, the following proposals described in the
accompanying proxy statement:
1. ELECTION OF DIRECTORS
O
<TABLE>
<S> <C>
/ / FOR ALL NOMINEES LISTED / / WITHHOLD AUTHORITY
(Except as marked to the contrary below) to vote for all of the nominees listed below
</TABLE>
CLASS II: John E. Bryson, Bruce Chandler, Dr. Alfred E. Osborne, Jr.,
William Stinehart, Jr., Dr. Edward Zapanta
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME BELOW)
X
___________________________________________________________________________
2. FOR / / AGAINST / / ABSTAIN / / approval of Non-Employee Director
Stock Option Plan.
3. FOR / / AGAINST / / ABSTAIN / / ratifying the appointment of
Ernst & Young as Independent
Auditors for the Company and its
subsidiaries.
Y
SERIES A AND SERIES C
(CONTINUED, AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
UNLESS OTHERWISE SPECIFIED ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF DIRECTORS, FOR APPROVAL OF THE NON-EMPLOYEE DIRECTOR STOCK
OPTION PLAN, AND FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned agree
that said proxies may vote in
accordance with their
discretion with respect to
any other matters which may
properly come before the
meeting. Should any nominee
for director become
unavailable, discretionary
authority is conferred to
vote for a substitute. The
undersigned instructs such
proxies to vote as directed
on the reverse side.
<TABLE>
<S> <C>
SERIES A THIS PROXY SHOULD BE
SERIES C DATED, SIGNED BY THE
SHAREHOLDER EXACTLY AS
PRINTED AT THE LEFT AND
RETURNED PROMPTLY IN THE
ENCLOSED ENVELOPE. PERSONS
SIGNING IN A FIDUCIARY
CAPACITY SHOULD SO
INDICATE.
</TABLE>
DATED ............ , 1994
.........................
(SIGNATURE)
.........................
(SIGNATURE)
/ / I PLAN TO ATTEND THE MEETING. / / PLEASE SEND PARKING CARD.
<PAGE>
TO: Bank of America, NT&SA
Trustee for The Times Mirror Savings Plus Plan
and
James F. Guthrie, James R. Simpson and Thomas Unterman, Trustees for The
Times Mirror Employee Stock Ownership Plan
P
Please vote all shares of Times Mirror Series A and Series C Common
Stock held in my account under The Times Mirror Savings Plus Plan
(including PAYSOP) and all such shares allocated to my account under The
Times Mirror Employee Stock Ownership Plan as follows:
IMPORTANT: PLEASE MARK BOXES TO GIVE VOTING INSTRUCTIONS (SEE NOTE BELOW)
R
1. ELECTION OF DIRECTORS
<TABLE>
<S> <C>
/ / FOR ALL NOMINEES LISTED / / WITHHOLD AUTHORITY
(Except as marked to the contrary below) to vote for all of the nominees listed below
</TABLE>
CLASS II: John E. Bryson, Bruce Chandler, Dr. Alfred E. Osborne, Jr.,
William Stinehart, Jr., Dr. Edward Zapanta
O
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME BELOW)
___________________________________________________________________________
2. FOR / / AGAINST / / ABSTAIN / / approval of Non-Employee Director
Stock Option Plan.
X
3. FOR / / AGAINST / / ABSTAIN / / ratifying the appointment of
Ernst & Young as Independent
Auditors for the Company and its
subsidiaries.
<TABLE>
<S> <C>
Y
Please sign exactly as imprinted on reverse Date
</TABLE>
NOTE: YOUR VOTING INSTRUCTIONS ARE SOLICITED FOR SHARES IN YOUR SAVINGS
PLUS PLAN ACCOUNT (INCLUDING PAYSOP) AND SHARES ALLOCATED TO YOUR ACCOUNT
UNDER THE ESOP. ALL SUCH SHARES WILL BE VOTED AS YOU DIRECT, BUT IF YOU
FAIL TO RETURN YOUR INSTRUCTIONS YOUR SHARES MAY BE VOTED AT THE DISCRETION
OF THE TRUSTEES.
<PAGE>
TO: Participants in The Times Mirror Savings Plus Plan
and The Times Mirror Employee Stock Ownership Plan
The Times Mirror Savings Plus Plan (the "SPP") and The Times Mirror Employee
Stock Ownership Plan (the "ESOP") provide that the Trustees shall vote all
shares of Times Mirror Common Stock held in the SPP (including PAYSOP) and all
shares allocated to participants' accounts under the ESOP at any meeting of
shareholders of the Company in accordance with written instructions from the
participants. PLEASE MARK YOUR VOTING INSTRUCTIONS for the May 3, 1994 Annual
Meeting of Shareholders or any adjournment thereof in the spaces provided on the
reverse side of this card, sign and date the form and return it to the Company's
transfer agent in the enclosed postage prepaid envelope. PLEASE RETURN THIS CARD
PROMPTLY.
THE TRUSTEES
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 ENVELOPE.
SERIES A AND SERIES C
