-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Pjz15i4WTEdKaF4GZNJGSequorhYc1ZmR1mmnVGCDA+xmfTLkcH7cSwwbZn7yAQ9 net6AFcfB1fQxPiDfuFn8w== 0000950112-95-000700.txt : 19950615 0000950112-95-000700.hdr.sgml : 19950615 ACCESSION NUMBER: 0000950112-95-000700 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950320 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57403 FILM NUMBER: 95521809 BUSINESS ADDRESS: STREET 1: 229 W 43RD ST CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 229 W 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 424B2 1 THE NEW YORK TIMES COMPANY Filed Pursuant to Rule 424(b)(2) Registration No. 33-57403 SUBJECT TO COMPLETION, DATED MARCH 17, 1995 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 6, 1995. $250,000,000 [LOGO] THE NEW YORK TIMES COMPANY $125,000,000 % Notes Due , 2005 $125,000,000 % Debentures Due , 2025 Interest payable and -------------- The % Notes due 2005 and the % Debentures due 2025 (collectively, the "Offered Debt Securities") are unsecured debt obligations of The New York Times Company (the "Company"). The % Notes due 2005 may not be redeemed by the Company prior to maturity. The % Debentures due 2025 may not be redeemed by the Company prior to , 2005. On and after such date, the % Debentures due 2025 may be redeemed at the option of the Company, on not less than 30 days' and not more than 60 days' notice, in whole or in part, at the redemption prices set forth herein. Settlement for the Offered Debt Securities will be made in immediately available funds. The Offered Debt Securities will be eligible to trade in the Same-Day Funds Settlement System of The Depository Trust Company and secondary market trading activity for the Offered Debt Securities will therefore settle in immediately available funds. See "Description of the Offered Debt Securities" herein. The Company does not intend to list the Offered Debt Securities on any securities exchange. -------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRE-SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Underwriting Price to Discounts and Proceeds to Public(1) Commissions Company(1)(2) ------------- ------------- ------------- Notes Due 2005............................... % % % Debentures Due 2025.......................... % % % Total........................................ $ $ $
(1) Plus accrued interest, if any, from , 1995. (2) Before deduction of expenses payable by the Company estimated at $250,000. -------------- The Offered Debt Securities are offered by the several Underwriters when, as and if issued by the Company, delivered to and accepted by the Underwriters and subject to their right to reject orders in whole or in part. It is expected that delivery of the Offered Debt Securities will be made on or about , 1995 against payment in immediately available funds. CS First Boston J.P. Morgan Securities Inc. Morgan Stanley & Co. Incorporated The date of this Prospectus Supplement is March , 1995. THIS PROSPECTUS SUPPLEMENT RELATES TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AND IS SUBJECT TO COMPLETION OR AMENDMENT. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE SECURITIES OFFERED HEREBY AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE COMPANY The New York Times Company (the "Company") is a diversified media company with the following lines of business: newspapers, magazines, broadcasting, information services and forest products. The Company publishes The New York Times, The Boston Globe and 28 other regional newspapers; owns newspaper wholesalers in the New York City and Boston metropolitan areas and a one-half interest in the International Herald Tribune; publishes 10 sports/leisure magazines; operates five network-affiliated television stations (and has entered into an agreement to acquire a sixth network-affiliated station) and two radio stations; provides news, photo and graphics services and news and feature syndication; publishes TimesFax and The New York Times Index; licenses electronic data bases and microfilm, CD-ROM products and trademarks and copyrights of The New York Times; and owns minority interests in one newsprint mill and one supercalendered paper mill. The Company's principal executive offices are located at 229 West 43d Street, New York, New York 10036. Its telephone number is (212) 556-1234. RECENT DEVELOPMENTS Stock Repurchase. On February 16, 1995, the Board of Directors authorized the Company to repurchase up to $50 million of its Class A Common Stock. WTKR-TV Acquisition. On February 23, 1995, the Company entered into an agreement to purchase WTKR-TV, the CBS affiliate which serves the Norfolk-Portsmouth-Newport News television market in Virginia. The Company believes the acquisition will be an important step toward strengthening its position in electronic media. The purchase is subject to regulatory approval by the Federal Communications Commission and customary closing conditions. Upon completion of the acquisition, Norfolk will be the Company's largest television market. WTKR-TV is a VHF station with a Designated Market Area (DMA) that currently ranks 39th nationally in total TV households, as measured by A.C. Nielsen Co. According to A.C. Nielsen Co., the market currently contains approximately 625,000 television households in 24 counties around the Hampton Roads area of Virginia and North Carolina at the mouth of the Chesapeake Bay. The Company currently owns and operates television stations in Memphis, Tennessee and Scranton, Pennsylvania, which are markets of similar size to Norfolk, as well as television stations in Huntsville, Alabama, Moline, Illinois, and Fort Smith, Arkansas. The purchase of WTKR-TV is not expected to close until late in the second quarter or in the third quarter of 1995. Possible Sale of Seven Regional Newspapers. On March 3, 1995, the Company announced that it was discussing the sale of five of its daily, and two of its weekly, regional newspapers. The dailies are the Daily Corinthian of Corinth, Mississippi; the State Gazette of Dyersburg, Tennessee; the Daily Commercial of Leesburg, Florida; The Lenoir (N.C.) News-Topic and The Messenger of Madisonville, Kentucky, which have a combined circulation of approximately 71,600. The weeklies are The Banner-Independent of Booneville, Mississippi and the York County Coast Star of Kennebunk, Maine, which have a combined circulation of approximately 16,600. S-2 USE OF PROCEEDS The net proceeds from the sale of the Offered Debt Securities will be used primarily to repay $162.3 million aggregate principal amount of indebtedness, maturing March 31, 1995, with an effective aggregate interest rate of 11.85%, incurred by the Company in 1985 in connection with the acquisition of certain newspapers (the "1985 Notes") and $50 million aggregate principal amount of 9.34% notes due July 15, 1995 issued in 1990 by Affiliated Publications, Inc. ("API"), the parent company of The Boston Globe, and guaranteed by the Company in connection with its 1993 acquisition of API (the "API Notes"). The remaining net proceeds will be used for general corporate purposes, including the repayment at maturity of a portion of additional indebtedness of the Company which currently bears interest at rates ranging from 6.03% to 6.06%. CAPITALIZATION The following table sets forth the capitalization of the Company as of December 31, 1994, and as adjusted to reflect the issuance of the Offered Debt Securities and the application of the proceeds therefrom (without deduction for expenses) to repay the 1985 Notes, the API Notes and $37.7 million of other indebtedness as described under "Use of Proceeds".
DECEMBER 31, 1994 ------------------------- ACTUAL AS ADJUSTED ---------- ----------- (DOLLARS IN THOUSANDS) Current portion of capital lease obligations....................... $ 2,681 $ 2,681 Long-term debt: Notes due 1998................................................... 100,000 100,000 Notes due 2000................................................... 100,000 100,000 Notes due 1995 net of unamortized discount of $511,000(1)........ 161,789 0 Notes due 1995 including unamortized premium of $1,336,000(1).... 51,336 0 Notes due 2005 offered hereby.................................... 0 125,000 Debentures due 2025 offered hereby............................... 0 125,000 Other debt....................................................... 60,405 22,705 ---------- ----------- Total debt................................................... 476,211 475,386 Capital lease obligations.......................................... 49,666 49,666 Stockholders' equity(1)............................................ 1,545,292 1,546,117 ---------- ----------- Total capitalization............................................. $2,071,169 $ 2,071,169 ---------- ----------- ---------- -----------
- ------------ (1) Repayment of the 1985 Notes and the API Notes will be at their respective face values. These face values differ from the amounts shown in the table, which are their carrying values, due to the unamortized discount and premium, respectively. If such repayment had been made at December 31, 1994, this would have resulted in a net decrease in total debt of $825,000 and a net gain of $825,000, which is reflected in the table as an increase in stockholders' equity. S-3 SELECTED FINANCIAL DATA The following table sets forth certain selected consolidated financial data for the Company for each of the periods indicated. The information has been derived from the Company's consolidated financial statements, which have been audited by Deloitte & Touche LLP, independent auditors. The information should be read in conjunction with the consolidated financial statements, related notes and other financial information incorporated herein by reference.
AS OF OR FOR THE YEAR ENDED DECEMBER 31, ------------------------------------------------------------------ 1994(1) 1993(2) 1992(3) 1991 1990 ---------- ---------- ---------- ---------- ---------- (DOLLARS IN THOUSANDS) Operating Data: Revenues..................... $2,357,563 $2,019,654 $1,773,535 $1,703,101 $1,776,761 Operating profit............. 211,242 126,581 88,408 93,639 129,779 Interest expense (net of interest income)........... 28,162 25,375 26,115 30,586 19,589 Income (Loss) before net cumulative effect of accounting changes......... 213,349 6,123 (11,272) 46,993 64,836 Net cumulative effect of accounting changes(4)...... 0 0 (33,437) 0 0 Net income (loss)............ 213,349 6,123 (44,709) 46,993 64,836 Balance Sheet Data: Total assets................. $3,137,631 $3,215,204 $1,994,974 $2,127,981 $2,149,623 Long-term debt and capital lease obligations.......... 523,196 460,063 206,911 213,487 319,449 Common stockholders' equity.. 1,543,539 1,598,883 999,630 1,073,442 1,055,785
- ------------ (1) In 1994, the Company sold its Women's Magazines Division and U.K. golf publications, and divested a minority interest in a Canadian paper mill. As a result of these transactions, the Company recorded a net pre-tax gain of approximately $200.9 million ($103.3 million after taxes). (2) Amounts for 1993 were affected by the October 1, 1993 acquisition of Affiliated Publications, Inc., the parent company of The Boston Globe. (3) In September 1992, the Company closed The Gwinnett (Ga.) Daily News and sold the residual assets. The closing and related sale resulted in a pre-tax loss of $53.8 million ($37.1 million after taxes). (4) Net cumulative effect of accounting changes reflects the 1992 adoption of the change in methods of accounting for income taxes, postretirement benefits other than pensions and postemployment benefits. CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
YEAR ENDED DECEMBER 31, ------------------------------------ 1994 1993 1992 1991 1990 ---- ---- ---- ---- ---- Ratio of Earnings to Fixed Charges(1)........................ 8.79 3.55 1.20 3.70 2.97
- ------------ (1) The ratio of earnings to fixed charges has been computed by dividing earnings and fixed charges, excluding capitalized interest, by fixed charges. For purposes of computing the ratio, "earnings" consist of income before income taxes and equity in operations of the forest products group, adjusted for distributed earnings of less-than-fifty-percent-owned affiliates. "Fixed charges" represent interest expense, amortization of discounts or premiums relating to any indebtedness whether expensed or capitalized, as well as such portion of rental expense as can be demonstrated to be representative of the interest factor. S-4 DESCRIPTION OF THE OFFERED DEBT SECURITIES The following description of the particular terms of the Offered Debt Securities supplements the description of the general terms of the Securities set forth under the heading "Description of Debt Securities" in the accompanying Prospectus, to which description reference is hereby made. GENERAL The Offered Debt Securities will be unsecured general obligations of the Company, and will constitute two separate series of securities each to be issued under the Indenture referred to in the accompanying Prospectus. The % Notes will mature on , 2005. The % Debentures will mature on , 2025. The Offered Debt Securities will bear interest at the respective rates set forth on the cover page of this Prospectus Supplement from , 1995, or the most recent date to which interest has been paid or provided for, payable semi-annually in arrears on and of each year, commencing , 1995 to the persons in whose names the Offered Debt Securities are registered at the close of business on the preceding and , as the case may be. The Offered Debt Securities are subject to legal defeasance and discharge and covenant defeasance, as described under "Defeasance and Covenant Defeasance" under "Description of Debt Securities" in the accompanying Prospectus. REDEMPTION The % Notes due 2005 are not redeemable prior to maturity. The % Debentures due 2025 may not be redeemed by the Company prior to , 2005. On and after such date, the % Debentures due 2025 may be redeemed at the option of the Company, on not less than 30 days' and not more than 60 days' notice, in whole or in part, at the redemption prices set forth below, in each case plus accrued and unpaid interest (if any) to the date fixed for redemption. The redemption prices (expressed as percentages of principal amount), if redeemed during the 12-month period beginning of the years indicated, are as follows:
PERCENTAGE OF PRINCIPAL AMOUNT PER YEAR DEBENTURE - ---------------------------------- ------------ 2005.............................. % 2006.............................. 2007.............................. 2008.............................. 2009.............................. PERCENTAGE OF PRINCIPAL AMOUNT PER YEAR DEBENTURE - ---------------------------------- ------------ 2010.............................. % 2011.............................. 2012.............................. 2013.............................. 2014..............................
and thereafter at 100% of principal amount per Debenture. SINKING FUND There is no provision for a sinking fund for any of the Offered Debt Securities. SAME-DAY SETTLEMENT AND PAYMENT Settlement for the Offered Debt Securities will be made by the Underwriters in immediately available funds. All payments of principal and interest on Offered Debt Securities held by The Depository Trust Company ("DTC") will be made by the Company to DTC in immediately available funds. Payment of principal and interest on Offered Debt Securities not held by DTC will be made in clearinghouse or next-day funds. Secondary trading in long-term notes and debentures of corporate issuers is generally settled in clearinghouse or next-day funds. In contrast, the Offered Debt Securities will be eligible to trade in DTC's Same-Day Funds Settlement System and secondary market trading activity in the Offered Debt S-5 Securities will therefore be required by DTC to settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the Offered Debt Securities. UNDERWRITING Under the terms and subject to the conditions contained in an Underwriting Agreement dated March , 1995 (the "Underwriting Agreement"), the Underwriters named below (the "Underwriters") have severally but not jointly agreed to purchase from the Company the following respective principal amounts of the Offered Debt Securities:
PRINCIPAL PRINCIPAL AMOUNT OF % AMOUNT OF % NOTES DEBENTURES UNDERWRITER DUE 2005 DUE 2025 - ------------------------------------------------------------- ----------------- ----------------- CS First Boston Corporation.................................. $ $ J.P. Morgan Securities Inc. ................................. Morgan Stanley & Co. Incorporated............................ ----------------- ----------------- Total.................................................. $ 125,000,000 $ 125,000,000 ----------------- ----------------- ----------------- -----------------
The Underwriting Agreement provides that the obligations of the Underwriters are subject to certain conditions precedent and that the Underwriters will be obligated to purchase all of the Offered Debt Securities if any are purchased. The Underwriting Agreement provides that, in the event of a default by an Underwriter, in certain circumstances the purchase commitments of non-defaulting Underwriters may be increased or the Underwriting Agreement may be terminated. The Company has been advised by the Underwriters that they propose to offer the Offered Debt Securities to the public initially at the public offering prices, commissions and discounts set forth on the cover page of this Prospectus Supplement and to certain dealers at such prices less a concession of % of the principal amount per % Note due 2005 and % of the principal amount per % Debenture due 2025 and the Underwriters and such dealers may allow a discount of % of such principal amount per % Note due 2005 and % of the principal amount per % Debenture due 2025 on sales to certain other dealers. After the initial public offering, the public offering prices and concessions and discounts to dealers may be changed by the Underwriters. The Offered Debt Securities are new issues of securities with no established trading markets. The Underwriters have advised the Company that one or more of them intends to act as a market maker for the Offered Debt Securities. However, the Underwriters are not obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Offered Debt Securities. The Company has agreed to indemnify the Underwriters against certain liabilities, including civil liabilities under the Securities Act of 1933, as amended, or contribute to payments which the Underwriters may be required to make in respect thereof. George L. Shinn, a director of the Company, is also a director of CS First Boston Inc., the parent of CS First Boston Corporation. The Underwriters and their affiliates engage in transactions with, and perform services for, the Company in the ordinary course of business, including various investment banking and commercial banking services. S-6 NOTICE TO CANADIAN RESIDENTS RESALE RESTRICTIONS The distribution of the Offered Debt Securities in Canada is being made only on a private placement basis exempt from the requirement that the Company prepare and file a prospectus with the securities regulatory authorities in each province where trades of Offered Debt Securities are effected. Accordingly, any resale of the Offered Debt Securities in Canada must be made in accordance with applicable securities laws which will vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with available statutory exemptions or pursuant to a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the Offered Debt Securities. REPRESENTATIONS OF PURCHASERS Each purchaser of Offered Debt Securities in Canada who receives a purchase confirmation will be deemed to represent to the Company and the dealer from whom such purchase confirmation is received that (i) such purchaser is entitled under applicable provincial securities laws to purchase such Offered Debt Securities without the benefit of a prospectus qualified under such securities laws, (ii) where required by law, such purchaser is purchasing as principal and not as agent, and (iii) such purchaser has reviewed the text above under "Resale Restrictions". RIGHTS OF ACTION AND ENFORCEMENT The securities being offered are those of a foreign issuer and Ontario purchasers will not receive the contractual right of action prescribed by section 32 of the Regulation under the Securities Act (Ontario). As a result, Ontario purchasers must rely on other remedies that may be available, including common law rights of action for damages or rescission or rights of action under the civil liability provisions of the U.S. federal securities laws. All of the issuer's directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Ontario purchasers to effect service of process within Canada upon the issuer or such persons. All or a substantial portion of the assets of the issuer and such persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against the issuer or such persons in Canada or to enforce a judgment obtained in Canadian courts against the issuer or such persons outside of Canada. NOTICE TO BRITISH COLUMBIA RESIDENTS A purchaser of Offered Debt Securities to whom the Securities Act (British Columbia) applies is advised that such purchaser is required to file with the British Columbia Securities Commission a report within ten days of the sale of any Offered Debt Securities acquired by such purchaser pursuant to this offering. Such report must be in the form attached to British Columbia Securities Commission Blanket Order BOR #88/5, a copy of which may be obtained from the Company. Only one such report must be filed in respect of Offered Debt Securities acquired on the same date and under the same prospectus exemption. S-7 [THIS PAGE INTENTIONALLY LEFT BLANK] PROSPECTUS $400,000,000 THE NEW YORK TIMES COMPANY DEBT SECURITIES ------------------- The New York Times Company (the "Company") may offer from time to time its unsecured debt securities consisting of notes, debentures or other evidences of indebtedness (the "Debt Securities") at an aggregate initial offering price of not more than $400,000,000 or, if applicable, the equivalent thereof in one or more foreign currencies or currency units. The Debt Securities may be offered as separate series in amounts, at prices and on terms to be determined in light of market conditions at the time of sale and set forth in a Prospectus Supplement or Prospectus Supplements. The terms of each series of Debt Securities, including, where applicable, the specific designation, aggregate principal amount, authorized denominations, maturity, rate or rates and time or times of payment of any interest, any terms for optional or mandatory redemption or payment of additional amounts or any sinking fund provisions, any initial public offering price, the proceeds to the Company and any other specific terms in connection with the offering and sale of such series will be set forth in a Prospectus Supplement or Prospectus Supplements. Debt Securities may be issued with amounts payable in respect of principal of or any premium or interest on the Debt Securities determined by reference to the value, rate or price of one or more specified indices. The Debt Securities may be sold directly by the Company, through agents designated from time to time or to or through underwriters or dealers. See "Plan of Distribution". If any agents of the Company or any underwriters are involved in the sale of any Debt Securities in respect of which this Prospectus is being delivered, the names of such agents or underwriters and any applicable commissions or discounts will be set forth in a Prospectus Supplement. ------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------- This Prospectus may not be used to consummate sales of Securities unless accompanied by a Prospectus Supplement. ------------------- THE DATE OF THIS PROSPECTUS IS FEBRUARY 6, 1995. NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER OR AGENT. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY AND THEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR RESPECTIVE DATES. AVAILABLE INFORMATION The Company is subject to the informational requirements of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission, at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of the Commission: 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 13th Floor, 7 World Trade Center, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission, Washington, D.C. 20549, at prescribed rates. The Class A Common Stock of the Company is listed on, and reports, proxy statements and other information concerning the Company can be inspected at the offices of, the American Stock Exchange, 86 Trinity Place, New York, New York 10006. This Prospectus does not contain all information set forth in the Registration Statement and Exhibits thereto which the Company has filed with the Commission under the United States Securities Act of 1933, as amended (the "Act"), and to which reference is hereby made. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission by the Company are incorporated in this Prospectus by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993. 2. The Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1994, June 30, 1994 and September 30, 1994. 3. The Company's Current Report on Form 8-K, dated January 6, 1995. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Debt Securities shall be deemed to be incorporated by reference in this Prospectus. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, upon the written or oral request of any such person, a copy of any and all of the foregoing 2 documents incorporated by reference herein, other than the exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents). Requests should be directed to: The New York Times Company, 229 West 43rd Street, New York, New York 10036, Attention: Corporate Secretary, (212) 556-1234. ------------------- FOR FLORIDA RESIDENTS ONLY From time to time the Company may do business in Cuba, although not in the usual commercial sense. Because the Company believes that certain events in Cuba may be important and newsworthy, it and certain of its affiliates gather and report on the news in that country. This newsgathering may require the Company to do business in Cuba as contemplated by Section 517.075, Florida Statutes. The Company's newsgathering and related activities are confined to those permitted under United States law respecting commercial activity in Cuba. This information is accurate as of the date hereof. Current information concerning any material change in the Company's business dealings with Cuba or with any person or affiliate located in Cuba may be obtained from the Division of Securities and Investor Protection of the Florida Department of Banking and Finance, the Capitol, Tallahassee, Florida 32399-0530, telephone number (904) 488-9805. ------------------- Unless otherwise indicated, currency amounts in this Prospectus and any Prospectus Supplement are stated in United States dollars ("$", "dollars", "U.S. dollars" or "U.S.$"). 3 THE COMPANY The New York Times Company (the "Company") is a major diversified media company, incorporated under the laws of the State of New York on August 26, 1896. The Company operates businesses in five areas: newspapers, magazines, broadcasting, information services and forest products. The Company's newspaper business consists of The New York Times, The Boston Globe and 28 regional newspapers in ten states. The principal newspapers are located in: Sarasota, Lakeland and Ocala, Florida; Santa Rosa and Santa Barbara, California; Wilmington, North Carolina; Spartanburg, South Carolina; Florence, Tuscaloosa and Gadsden, Alabama; and Houma, Louisiana. In addition, the Company owns a one-half interest in the International Herald Tribune, S.A. The magazine business consists of ten sports and leisure magazines and related sports marketing activities focused on the sports of golf, tennis, skiing and sailing. Publications include Golf Digest, Tennis, Golf World, Snow Country, Cruising World and Sailing World. Through its broadcasting business the Company operates five network-affiliated television stations, two radio stations and a video production company. The television stations are: WREG-TV (Memphis, Tennessee), WHNT-TV (Huntsville, Alabama), KFSM-TV (Fort Smith, Arkansas), WNEP-TV (Wilkes-Barre/Scranton, Pennsylvania) and WQAD-TV (Moline, Illinois). The Company's radio stations are: WQXR (FM) (New York City, New York) and WQEW (AM) (New York City, New York). The Information Services business consists of syndication of news, features, photos and graphics; TimesFax; NYT Custom Publishing; The New York Times Index; Times On-Line Services; NYT New Business Development Group; and NYT New Media. The Company's Forest Products business consists of a minority equity interest in a newsprint mill in Canada (49%) and a mill producing supercalendered paper (a magazine-grade paper) in Maine (40%). Together, the mills have the capacity to produce approximately 380,000 metric tons of paper annually. USE OF PROCEEDS The Company currently intends to use the net proceeds from the sale of any Debt Securities for general corporate purposes, which may include the reduction of indebtedness, possible acquisitions and such other purposes as may be stated in any Prospectus Supplement. Pending such use, the net proceeds may be temporarily invested. The precise amounts and timing of the application of proceeds will depend upon the funding requirements of the Company and its subsidiaries and the availability of other funds. CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
NINE MONTHS YEAR ENDED ENDED DECEMBER 31, SEPTEMBER 30, ------------------------------------ ------------- 1993 1992 1991 1990 1989 1994 1993 ---- ---- ---- ---- ---- ---- ---- Ratio of Earnings to Fixed Charges(1).......... 3.55 1.20 3.70 2.97 2.88 9.92 3.72
- ------------ (1) The ratio of earnings to fixed charges has been computed by dividing earnings and fixed charges, excluding capitalized interest, by fixed charges. For purposes of computing the ratio, "earnings" consist of income before income taxes and equity in operations of the forest products group, adjusted for distributed earnings of less-than-fifty-percent-owned affiliates. "Fixed charges" represent interest expense, amortization of discounts or premiums relating to any indebtedness whether expensed or capitalized, as well as such portion of rental expense as can be demonstrated to be representative of the interest factor. 4 DESCRIPTION OF DEBT SECURITIES The Securities are to be issued under an Indenture (the "Indenture"), between the Company and Chemical Bank, as Trustee (the "Trustee"), a copy of which is filed as an exhibit to the Registration Statement of which this Prospectus is a part. The Securities may be issued from time to time in one or more series. The particular terms of each series, or of Securities forming a part of a series, which are offered by a Prospectus Supplement will be described in such Prospectus Supplement. The following summaries of certain provisions of the Indenture do not purport to be complete and are subject, and are qualified in their entirety by reference, to all the provisions of the Indenture, including the definitions therein of certain terms, and, with respect to any particular Securities, to the description of the terms thereof included in the Prospectus Supplement relating thereto. Wherever particular Sections or defined terms of the Indenture are referred to herein or in a Prospectus Supplement, such Sections or defined terms are incorporated by reference herein or therein, as the case may be. The term "Securities", as used under this caption, refers to all Securities issued under the Indenture and includes the Debt Securities. GENERAL The Indenture will provide that Securities in separate series may be issued thereunder from time to time without limitation as to aggregate principal amount. The Company may specify a maximum aggregate principal amount for the Securities of any series. (Section 301) The Securities are to have such terms and provisions which are not inconsistent with the Indenture, including as to maturity, principal and interest, as the Company may determine. The Securities will be unsecured unsubordinated obligations of the Company and will rank on a parity with all other unsecured and unsubordinated indebtedness of the Company. The applicable Prospectus Supplement will set forth the price or prices at which the Securities to be offered will be issued and will describe the following terms of such Securities: (1) the title of such Securities; (2) any limit on the aggregate principal amount of such Securities or the series of which they are a part; (3) the person to whom the interest on a Security of any series will be payable if not the person in whose name that Security is registered on the regular record date; (4) the date or dates on which the principal of any of such Securities will be payable; (5) the rate or rates at which any of such Securities will bear interest, if any, the date or dates from which any such interest will accrue, the Interest Payment Dates on which any such interest will be payable and the Regular Record Date for any such interest payable on any Interest Payment Date; (6) the place or places where the principal of and any premium and interest on any of such Securities will be payable; (7) the period or periods within which, the price or prices at which and the terms and conditions on which any of such Securities may be redeemed, in whole or in part, at the option of the Company; (8) the obligation, if any, of the Company to redeem or purchase any of such Securities pursuant to any sinking fund or analogous provision or at the option of the Holder thereof, and the period or periods within which, the price or prices at which and the terms and conditions on which any of such Securities will be redeemed or purchased, in whole or in part, pursuant to any such obligation; (9) the denominations in which any of such Securities will be issuable, if other than denominations of $1,000 and any integral multiple thereof; (10) if the amount of principal of or any premium or interest on any of such Securities may be determined with reference to an index or pursuant to a formula, the manner in which such amounts will be determined; (11) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any of such Securities will be payable (and the manner in which the equivalent of the principal amount thereof in the currency of the United States of America is to be determined for any purpose, including for the purpose of determining the principal amount deemed to be Outstanding at any time); (12) if the principal of or any premium or interest on any of such Securities is to be payable, at the election of the Company or the Holder thereof, in one or more 5 currencies or currency units other than those in which such Securities are stated to be payable, the currency, currencies or currency units in which payment of any such amount as to which such election is made will be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount is to be determined); (13) if other than the entire principal amount thereof, the portion of the principal amount of any of such Securities which will be payable upon declaration of acceleration of the Maturity thereof; (14) if the principal amount payable at the Stated Maturity of any of such Securities will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which will be deemed to be such principal amount as of any such date for any purpose, including the principal amount thereof which will be due and payable upon any Maturity other than the Stated Maturity or which will be deemed to be Outstanding as of any such date (or, in any such case, the manner in which such deemed principal amount is to be determined); (15) if applicable, that such Securities, in whole or any specified part, are defeasible pursuant to the provisions of the Indenture described under "Defeasance and Covenant Defeasance--Defeasance and Discharge" or "Defeasance and Covenant Defeasance--Covenant Defeasance", or under both such captions; (16) whether any of such Securities will be issuable in whole or in part in the form of one or more Global Securities and, if so, the respective Depositaries for such Global Securities, the form of any legend or legends to be borne by any such Global Security in addition to or in lieu of the legend referred to under "Form, Exchange and Transfer--Global Securities" and, if different from those described under such caption, any circumstances under which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the names of Persons other than the Depositary for such Global Security or its nominee; (17) any addition to or change in the Events of Default applicable to any of such Securities and any change in the right of the Trustee or the Holders to declare the principal amount of any of such Securities due and payable; (18) any addition to or change in the covenants in the Indenture described under "Covenants" applicable to any of such Securities; and (19) any other terms of such Securities not inconsistent with the provisions of the Indenture. (Section 301) Securities, including Original Issue Discount Securities, may be sold at a substantial discount below their principal amount. Certain special United States federal income tax considerations (if any) applicable to Securities sold at an original issue discount may be described in the applicable Prospectus Supplement. In addition, certain special United States federal income tax or other considerations (if any) applicable to any Securities which are denominated in a currency or currency unit other than United States dollars may be described in the applicable Prospectus Supplement. FORM, EXCHANGE AND TRANSFER The Securities of each series will be issuable only in fully registered form, without coupons, and, unless otherwise specified in the applicable Prospectus Supplement, only in denominations of $1,000 and integral multiples thereof. (Section 302) At the option of the Holder, subject to the terms of the Indenture and the limitations applicable to Global Securities, Securities of each series will be exchangeable for other Securities of the same series of any authorized denomination and of a like tenor and aggregate principal amount. (Section 305) Subject to the term of the Indenture and the limitations applicable to Global Securities, Securities may be presented for exchange as provided above or for registration of transfer (duly endorsed or with a written instrument of transfer endorsed thereon duly executed) at the office of the Security Registrar or at the office of any transfer agent designated by the Company for such purpose. No service charge will be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Such transfer or exchange will be effected upon the Security Registrar or such transfer agent, as the case may be, being satisfied with the documents of title and identity of the person making the request. The Company has appointed the Trustee as Security Registrar. Any transfer agent (in 6 addition to the Security Registrar) initially designated by the Company for any Securities will be named in the applicable Prospectus Supplement. (Section 305) The Company may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that the Company will be required to maintain a transfer agent in each Place of Payment for the Securities of each series. (Section 1002) If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company will not be required to (i) issue, register the transfer of or exchange any Security of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any such Security that may be selected for redemption and ending at the close of business on the day of such mailing or (ii) register the transfer of or exchange any Security so selected for redemption, in whole or in part, except the unredeemed portion of any such Security being redeemed in part. (Section 305) GLOBAL SECURITIES Some or all of the Securities of any series may be represented, in whole or in part, by one or more Global Securities which will have an aggregate principal amount equal to that of the Securities represented thereby. Each Global Security will be registered in the name of a Depositary or a nominee thereof identified in the applicable Prospectus Supplement, will be deposited with such Depositary or nominee or a custodian therefor and will bear a legend regarding the restrictions on exchanges and registration of transfer thereof referred to below and any such other matters as may be provided for pursuant to the Indenture. Notwithstanding any provision of the Indenture or any Security described herein, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or any nominee of such Depositary unless (i) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or has ceased to be qualified to act as such as required by the Indenture, (ii) there shall have occurred and be continuing an Event of Default with respect to the Securities represented by such Global Security or (iii) there shall exist such circumstances, if any, in addition to or in lieu of those described above as may be described in the applicable Prospectus Supplement. All securities issued in exchange for a Global Security or any portion thereof will be registered in such names as the Depositary may direct. (Sections 204 and 305) As long as the Depositary, or its nominee, is the registered Holder of a Global Security, the Depositary or such nominee, as the case may be, will be considered the sole owner and Holder of such Global Security and the Securities represented thereby for all purposes under the Securities and the Indenture. Except in the limited circumstances referred to above, owners of beneficial interests in a Global Security will not be entitled to have such Global Security or any Securities represented thereby registered in their names, will not receive or be entitled to receive physical delivery of certificated Securities in exchange therefor and will not be considered to be the owners or Holders of such Global Security or any Securities represented thereby for any purpose under the Securities or the Indenture. All payments of principal of and any premium and interest on a Global Security will be made to the Depositary or its nominee, as the case may be, as the Holder thereof. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair the ability to transfer beneficial interests in a Global Security. Ownership of beneficial interests in a Global Security will be limited to institutions that have accounts with the Depositary or its nominee ("participants") and to persons that may hold beneficial interests through participants. In connection with the issuance of any Global Security, the Depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of Securities represented by the Global Security to the accounts of its participants. Ownership of beneficial 7 interests in a Global Security will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by the Depositary (with respect to participants' interests) or any such participant (with respect to interests of persons held by such participants on their behalf). Payments, transfers, exchanges and others matters relating to beneficial interests in a Global Security may be subject to various policies and procedures adopted by the Depositary from time to time. None of the Company, the Trustee or any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the Depositary's or any participant's records relating to, or for payments made on account of, beneficial interests in a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial interests. Secondary trading in notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, beneficial interests in a Global Security, in some cases, may trade in the Depositary's same-day funds settlement system, in which secondary market trading activity in those beneficial interests would be required by the Depositary to settle in immediately available funds. There is no assurance as to the effect, if any, that settlement in immediately available funds would have on trading activity in such beneficial interests. Also, settlement for purchases of beneficial interests in a Global Security upon the original issuance thereof may be required to be made in immediately available funds. PAYMENT AND PAYING AGENTS Unless otherwise indicated in the applicable Prospectus Supplement, payment of interest on a Security on any Interest Payment Date will be made to the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. (Section 307) Unless otherwise indicated in the applicable Prospectus Supplement, principal of and any premium and interest on the Securities of a particular series will be payable at the office of such Paying Agent or Paying Agents as the Company may designate for such purpose from time to time, except that at the option of the Company payment of any interest may be made by check mailed to the address of the Person entitled thereto as such address appears in the Security Register. Unless otherwise indicated in the applicable Prospectus Supplement, the corporate trust office of the Trustee in The City of New York will be designated as the Company's sole Paying Agent for payments with respect to Securities of each series. Any other Paying Agents initially designated by the Company for the Securities of a particular series will be named in the applicable Prospectus Supplement. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agent or approve a change in the office through which any Paying Agent acts, except that the Company will be required to maintain a Paying Agent in each Place of Payment for the Securities of a particular series. (Section 1002) All moneys paid by the Company to a Paying Agent or the Trustee for the payment of the principal of or any premium or interest on any Security which remain unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to the Company, and the Holder of such Security thereafter may, as an unsecured creditor, look only to the Company for payment thereof, and all liability of the Company, the Paying Agent and the Trustee with respect thereto shall thereupon cease. (Section 1003) RESTRICTIVE COVENANTS Limitations on Liens. The Indenture will provide that the Company may not, nor may it permit any Significant Subsidiary to, issue, assume or guarantee any indebtedness for money borrowed (herein referred to as "Debt") if such Debt is secured by a Lien upon any Principal Property or on any shares of stock or indebtedness of any Significant Subsidiary (whether such Principal Property, shares of stock or 8 indebtedness is owned at the date of the Indenture or thereafter acquired) without in any such case effectively providing that the Debt Securities of any series Outstanding (together with, if the Company shall so determine, any other indebtedness of or guaranteed by the Company or such Significant Subsidiary not subordinated to the Debt Securities, subject to applicable priority of payment) shall be secured equally and ratably with or, at the option of the Company, prior to such Debt, except that the foregoing restriction will not apply to (i) Liens existing on the date of the Indenture or, as to Securities of any series, on the first date of issue of any Security of such series; (ii) Liens on property, shares of stock or indebtedness of or guaranteed by any corporation existing at the time such corporation becomes a Significant Subsidiary, provided, however, that such Lien is not created, incurred or assumed in connection with, or in contemplation of such corporation becoming a Significant Subsidiary and does not extend to any other Principal Property; (iii) Liens on property existing at the time of acquisition thereof, or Liens on property which secure the payment of the purchase price of such property, or Liens on property which secure Debt incurred or guaranteed for the purpose of financing the purchase price of such property or the construction of such property (including Liens on existing property which secures debt financing for improvements to such existing property), which Debt is incurred or guaranteed within 180 days after such acquisition or completion of such construction or commencement of full operation of such property; (iv) Liens securing Debt owing by any Significant Subsidiary to the Company or a wholly-owned Subsidiary; (v) Liens on property of a corporation existing at the time such corporation is merged into or consolidated with the Company or a Significant Subsidiary or at the time of a purchase, lease or other acquisition of the properties of a corporation or other Person as an entirety or substantially as an entirety by the Company or a Significant Subsidiary, provided, however, that such Lien is not created, incurred or assumed in connection with, or in contemplation of, such merger, consolidation, purchase, lease or other acquisition and does not extend to any other Principal Property; (vi) Liens in favor of the United States of America or any State thereof or any agency, instrumentality or political subdivision thereof, or in favor of any other country, or any political subdivision thereof, to secure progress, advance or other payments pursuant to any contract with any such entity or any statute of the United States of America or any State thereof or any agency, instrumentality or political subdivision thereof; or (vii) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (vi), inclusive, provided, however, that such extension, renewal or replacement Lien is limited to all or a part of the same property (plus improvements thereon) that secured the Lien extended, renewed or replaced. Notwithstanding the foregoing, the Company or the Company and one or more Significant Subsidiaries may, without securing the Debt Securities, issue, assume or guarantee secured Debt which would otherwise be subject to the foregoing restrictions, provided that after giving effect thereto the aggregate amount of such Debt then outstanding (not including secured Debt permitted under the foregoing exceptions) at such time does not exceed 10% of the shareholders' equity of the Company and its consolidated subsidiaries as shown on the consolidated financial statements of the Company as of the end of the fiscal year next preceding the date of determination. (Section 1008) Limitations on Sale and Leaseback Transactions. The Company will not, and will not permit any Significant Subsidiary to, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Company or any Significant Subsidiary), or to which any such lender or investor is a party, providing for the leasing by the Company or a Significant Subsidiary for a period, including renewals, in excess of three years of any Principal Property that has been owned by the Company or a Significant Subsidiary for more than six months and that has been or is to be sold or transferred by the Company or a Significant Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (a "Sale and Leaseback Transaction") unless either (i) the Company or such Significant Subsidiary would be entitled to issue, assume or guarantee Debt secured by the property involved at least equal in amount to the Attributable Debt (as defined) in respect of such transaction without equally and ratably securing the Debt Securities of any series Outstanding which are entitled to the benefits of such provision of the Indenture, provided that such 9 Attributable Debt shall thereupon be deemed to be Debt subject to the provisions of the "Limitations on Liens" covenant, or (ii) an amount equal to such Attributable Debt is applied to the retirement of Debt of the Company or a Significant Subsidiary having a remaining maturity of one year or more and which is not subordinated to the Debt Securities of any series Outstanding. (Section 1009) "Attributable Debt" means as to any particular lease under which any Person is at the time liable and at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining primary term thereof (or any renewal terms for which the lease may be extended at the option of the lessor), discounted from the respective due dates thereof to such date at a rate per annum equal to the prevailing market interest rate, at the time the lease was entered into, on United States Treasury obligations having a maturity substantially the same as the average term of such lease plus 3%. The net amount of rent required to be paid under any such lease for any such period will be the aggregate amount of rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of insurance, taxes, assessments, utility, operating and labor costs and similar charges. In the case of any lease that is terminable by the lessee upon the payment of a penalty, such net amount will also include the amount of such penalty, but no rent will be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated. In the case of any lease under which the amount of rent is indeterminate (e.g., where rent is based on sales or profits), the net amount of rent required to be paid per year for the remaining term thereof will be deemed to be the amount of rent paid during the fiscal year immediately preceding the date as of which the amount thereof is to be determined. "Consolidated Net Tangible Assets" means the aggregate amount of assets less (a) all current liabilities and (b) all goodwill, trademarks, patents, unamortized debt discount and expense, organization or developmental expenses, and other like intangibles, all as set forth on the most recent consolidated balance sheet of the Company prepared in accordance with generally accepted accounting principles. "Lien" means any mortgage, lien, pledge, charge, security interest or other similar encumbrance. "Principal Property" means any land, building, machinery or equipment, or leasehold interests and improvements in respect of the foregoing owned by the Company or a Significant Subsidiary, which would be reflected on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with generally accepted accounting principles and which on the date as of which the determination is being made exceeds five percent of the Consolidated Net Tangible Assets, but excluding all such tangible property located outside the United States of America and excluding any property which, in the opinion of the Board of Directors set forth in a Board Resolution, is not of material importance to the total business conducted by the Company and its Subsidiaries, taken as a whole. "Significant Subsidiary" means any Subsidiary that in accordance with generally accepted accounting principles is consolidated with the Company in the Company's consolidated financial statements and that generated five percent or more of the revenues, generated five percent or more of the operating income, or held five percent or more of the assets of the Company and its consolidated Subsidiaries for or at the end of the most recently completed fiscal year of the Company, for which an Annual Report on Form 10-K or proxy statement of the Company containing audited financial results has been filed with the Commission. "Subsidiary" means any corporation of which more than 50% of the outstanding voting stock shall at the time be owned by the Company or by the Company and one or more Subsidiaries or by one or more Subsidiaries. (Section 101) 10 CONSOLIDATION, MERGER AND SALE OF ASSETS The Company, without the consent of the Holders of any Outstanding Securities, may consolidate with or merge into, or convey, transfer or lease its properties and assets substantially as an entirety to, any Person, and may permit any Person to merge into, or convey, transfer or lease its properties and assets substantially as an entirety to, the Company, provided (i) that any successor Person must be a corporation, partnership, trust or other entity organized and validly existing under the laws of any domestic jurisdiction and must expressly assume by an indenture supplement the Company's obligations on the Securities and under the Indenture, (ii) that after giving effect to the transaction no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing and (iii) that certain other conditions are met. For example, if, as a result of the transaction, property of the Company would become subject to a Lien that would not be permitted under the limitation on Liens described above under "Restrictive Covenants," the Company would be required to secure the Securities equally and ratably with (or prior to) the indebtedness secured by such Lien. (Section 801) EVENTS OF DEFAULT Each of the following will constitute an Event of Default under the Indenture with respect to Securities of any series: (a) failure to pay principal of or any premium on any Security of that series when due; (b) failure to pay any interest on any Securities of that series when due, continued for 30 days; (c) failure to deposit any sinking fund payment, when due, in respect of any Security of that series; (d) failure to perform any other covenant of the Company in the Indenture (other than a covenant included in the Indenture solely for the benefit of a series other than that series), continued for 90 days after written notice has been given by the Trustee, or by the Holders of at least 25% in principal amount of the Outstanding Securities of that series, as provided in the Indenture; (e) failure to pay when due (subject to any applicable grace period) the principal of, or acceleration of, any indebtedness (including the Securities of any series other than that series) for money borrowed by the Company having an aggregate principal amount outstanding of at least $10,000,000, if, in the case of any such failure, such indebtedness has not been discharged or, in the case of any such acceleration, such indebtedness has not been discharged or such acceleration has not been rescinded or annulled, in each case within 10 days after written notice has been given by the Trustee, or the Holders of at least 25% in principal amount of the Outstanding Securities of that series, as provided in the Indenture; and (f) certain events in bankruptcy, insolvency or reorganization. (Section 501) If an Event of Default (other than an Event of Default described in clause (f) above) with respect to the Securities of any series at the time Outstanding shall occur and be continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series by notice as provided in the Indenture may declare the principal amount of the Securities of that series (or, in the case of any Security that is an Original Issue Discount Security or the principal amount of which is not then determinable, such portion of the principal amount of such Security, or such other amount in lieu of such principal amount, as may be specified in the terms of such Security) to be due and payable immediately. If an Event of Default described in clause (f) above with respect to the Securities of any series at the time Outstanding shall occur, the principal amount of all the Securities of that series (or, in the case of any such Original Issue Discount Security or other Security, such specified amount) will automatically, and without any action by the Trustee or any Holder, become immediately due and payable. After any such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series may, under certain circumstances, rescind and annul such acceleration if (i) the Company has paid or deposited with the Trustee a sum sufficient to pay all overdue interest on all Securities of that series, the principal and premium, if any, on any Securities of that series which have become due otherwise than by such acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, and certain fees of the Trustee; and (ii) all Events of Default, other than the non-payment of accelerated 11 principal (or other specified amount), have been cured or waived as provided in the Indenture. (Section 502) For information as to waiver of defaults, see "Modification and Waiver". Subject to the provisions of the Indenture relating to the duties of the Trustee in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee reasonable security or indemnity. (Section 603) Subject to such provisions for the giving of security or the indemnification of the Trustee, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of that series. (Section 512) No Holder of a Security of any series will have any right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless (i) such Holder has previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of that series, (ii) the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series have made written request, and such Holder or Holders have offered reasonable indemnity, to the Trustee to institute such proceeding as trustee and (iii) the Trustee has failed to institute such proceeding, and has not received from the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series a direction inconsistent with such request, within 60 days after such notice, request and offer. (Section 507) However, such limitations do not apply to a suit instituted by a Holder of a Security for the enforcement of payment of the principal of or any premium or interest on such Security on or after the applicable due date specified in such Security. (Section 508) The Company will be required to furnish to the Trustee annually a statement by certain of its officers as to whether or not the Company, to their knowledge, is in default in the performance or observance of any of the terms, provisions and conditions of the Indenture and, if so, specifying all such known defaults. (Section 1004) MODIFICATION AND WAIVER Modifications and amendments of the Indenture may be made by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such modification or amendment; provided, however, that no such modification or amendment may, without the consent of the Holder of each Outstanding Security affected thereby, (a) change the Stated Maturity of the principal of, or any instalment of principal of or interest on, any Security, (b) reduce the principal amount of, or any premium or interest on, any Security, (c) reduce the amount of principal of an Original Issue Discount Security or any other Security payable upon acceleration of the Maturity thereof, (d) change the place or currency of payment of principal of, or any premium or interest on, any Security, (e) impair the right to institute suit for the enforcement of any payment on or with respect to any Security, (f) reduce the percentage in principal amount of Outstanding Securities of any series, the consent of whose Holders is required for modification or amendment of the Indenture, (g) reduce the percentage in principal amount of Outstanding Securities of any series necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults or (h) modify such provisions with respect to modification and waiver. (Section 902) The Holders of a majority in principal amount of the Outstanding Securities of any series may waive compliance by the Company with certain restrictive provisions of the Indenture. (Section 1010) The Holders of a majority in principal amount of the Outstanding Securities of any series may waive any past default under the Indenture, except a default in the payment of principal, premium or interest 12 and certain covenants and provisions of the Indenture which cannot be amended without the consent of the Holder of each Outstanding Security of such series affected. (Section 513) The Indenture will provide that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given or taken any direction, notice, consent, waiver or other action under the Indenture as of any date, (i) the principal amount of an Original Issue Discount Security that will be deemed to be Outstanding will be the amount of the principal thereof that would be due and payable as of such date upon acceleration of the Maturity thereof to such date, (ii) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable (for example, because it is based on an index), the principal amount of such Security deemed to be Outstanding as of such date will be an amount determined in the manner prescribed for such Security and (iii) the principal amount of a Security denominated in one or more foreign currencies or currency units that will be deemed to be Outstanding will be the U.S. dollar equivalent, determined as of such date in the manner prescribed for such Security, of the principal amount of such Security (or, in the case of a Security described in clause (i) or (ii) above, of the amount described in such clause). Certain Securities, including those for whose payment or redemption money has been deposited or set aside in trust for the Holders and those that have been fully defeased pursuant to Section 1302, will not be deemed to be Outstanding. (Section 101) Except in certain limited circumstances, the Company will be entitled to set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give or take any direction, notice, consent, waiver or other action under the Indenture, in the manner and subject to the limitations provided in the Indenture. In certain limited circumstances, the Trustee also will be entitled to set a record date for action by Holders. If a record date is set for any action to be taken by Holders of a particular series, such action may be taken only by persons who are Holders of Outstanding Securities of that series on that record date, whether or not such Holders remain Holders after such record date. To be effective, such action must be taken by Holders of the requisite principal amount of such Securities within a specified period following the record date. For any particular record date, this period will be 180 days or such other shorter period as may be specified by the Company (or the Trustee, if it set the record date), and may be shortened or lengthened (but not beyond 180 days) from time to time. (Section 104) DEFEASANCE AND COVENANT DEFEASANCE If and to the extent indicated in the applicable Prospectus Supplement, the Company may elect, at its option at any time, to have the provisions of Section 1302, relating to defeasance and discharge of indebtedness, or Section 1303, relating to defeasance of certain restrictive covenants in the Indenture, applied to the Securities of any series, or to any specified part of a series. (Section 1301) Defeasance and Discharge. The Indenture will provide that, upon the Company's exercise of its option (if any) to have Section 1302 applied to any Securities, the Company will be discharged from all its obligations with respect to such Securities (except for certain obligations to exchange or register the transfer of Securities, to replace stolen, lost or mutilated Securities, to maintain paying agencies and to hold moneys for payment in trust) upon the deposit in trust for the benefit of the Holders of such Securities of money or U.S. Government Obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such Securities on the respective Stated Maturities in accordance with the terms of the Indenture and such Securities. Such defeasance or discharge may occur only if, among other things, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or there has been a change in tax law since the date of the Indenture, in either case to the effect that Holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would 13 have been the case if such deposit, defeasance and discharge were not to occur. (Sections 1302 and 1304) Defeasance of Certain Covenants. The Indenture will provide that, upon the Company's exercise of its option (if any) to have Section 1303 applied to any Securities, the Company may omit to comply with certain restrictive covenants, including those described under "Restrictive Covenants" and in the last sentence under "Consolidation, Merger and Sale of Assets" and any that may be described in the applicable Prospectus Supplement, and the occurrence of certain Events of Default, which are described above in clause (d) (with respect to such restrictive covenants) and clause (e) under "Events of Default" and any that may be described in the applicable Prospectus Supplement, will be deemed not to be or result in an Event of Default, in each case with respect to such Securities. The Company, in order to exercise such option, will be required to deposit, in trust for the benefit of the Holders of such Securities, money or U.S. Government Obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal of and any premium and interest on such Securities on the respective Stated Maturities or on redemption in accordance with the terms of the Indenture and such Securities. The Company will also be required, among other things, to deliver to the Trustee an Opinion of Counsel to the effect that Holders of such Securities will not recognize gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and defeasance were not to occur. In the event the Company exercised this option with respect to any Securities and such Securities were declared due and payable because of the occurrence of any Event of Default, the amount of money and U.S. Government Obligations so deposited in trust would be sufficient to pay amounts due on such Securities at the time of their respective Stated Maturities but may not be sufficient to pay amounts due on such Securities upon any acceleration resulting from such Event of Default. In such case, the Company would remain liable for such payments. (Sections 1303 and 1304) NOTICES Notices to Holders of Securities will be given by mail to the addresses of such Holders as they may appear in the Security Register. (Sections 101 and 106) TITLE The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name a Security is registered as the owner thereof (whether or not such Security may be overdue) for the purpose of making payment and for all other purposes. (Section 308) GOVERNING LAW The Indenture and the Securities will be governed by, and construed in accordance with, the law of the State of New York. (Section 112) REGARDING THE TRUSTEE The Trustee is Chemical Bank. 14 FOREIGN CURRENCY RISKS GENERAL Securities of a series may be denominated in such foreign currencies or currency units as may be designated by the Company at the time of offering (the "Foreign Currency Securities"). THE INFORMATION SET FORTH BELOW DOES NOT DESCRIBE ALL RISKS OF AN INVESTMENT IN FOREIGN CURRENCY SECURITIES THAT RESULT FROM SUCH SECURITIES BEING DENOMINATED IN A FOREIGN CURRENCY OR CURRENCY UNIT EITHER AS SUCH RISKS EXIST AT THE DATE OF THIS PROSPECTUS OR AS SUCH RISKS MAY CHANGE FROM TIME TO TIME. ANY ADDITIONAL MATERIAL FOREIGN CURRENCY RISKS PERTAINING TO A PARTICULAR DEBT SECURITY DENOMINATED IN A FOREIGN CURRENCY WILL BE DISCLOSED IN THE PROSPECTUS SUPPLEMENT REGARDING SUCH DEBT SECURITY. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN FOREIGN CURRENCY SECURITIES. FOREIGN CURRENCY SECURITIES ARE NOT AN APPROPRIATE INVESTMENT FOR INVESTORS WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY TRANSACTIONS. Unless otherwise indicated in an applicable Prospectus Supplement, a Foreign Currency Security will not be sold in, or to a resident of, the country of the Specified Currency (as defined below) in which such Security is denominated. The information set forth below is by necessity incomplete and prospective purchasers of Foreign Currency Securities should consult their own financial and legal advisors with respect to any matters that may affect the purchase or holding of a Foreign Currency Security or the receipt of payments of principal of and any premium and interest on a Foreign Currency Security in a Specified Currency. EXCHANGE RATES AND EXCHANGE CONTROLS An investment in Foreign Currency Securities entails significant risks that are not associated with a similar investment in a security denominated in U.S. dollars. Such risks include, without limitation, the possibility of significant changes in the rate of exchange between the U.S. dollar and the currency or currency unit designated by the Company at the time of offering (the "Specified Currency") and the possibility of the imposition or modification of foreign exchange controls by either the United States or foreign governments. Such risks generally depend on economic and political events and the supply of and demand for the relevant currencies over which the Company has no control. In recent years, rates of exchange between the U.S. dollar and certain foreign currencies have been highly volatile and such volatility may be expected in the future. Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative, however, of fluctuations in the rate that may occur during the term of any Foreign Currency Security. Depreciation of the Specified Currency applicable to a Foreign Currency Security against the U.S. dollar would result in a decrease in the U.S. dollar-equivalent yield of such Security, in the U.S. dollar-equivalent value of the principal repayable at Maturity of such Security and, generally, in the U.S. dollar-equivalent market value of such Security. Governments have imposed from time to time exchange controls and may in the future impose or revise exchange controls at or prior to a Foreign Currency Security's Maturity. Even if there are not exchange controls, it is possible that the Specified Currency for any particular Foreign Currency Security would not be available at such Security's Maturity due to other circumstances beyond the control of the Company. JUDGMENTS In the event an action based on Foreign Currency Securities were commenced in a court of the United States, it is likely that such court would grant judgment relating to such Securities only in U.S. dollars. It is not clear, however, whether, in granting such judgment, the rate of conversion into U.S. 15 dollars would be determined with reference to the date of default, the date judgment is rendered or some other date. Holders of Foreign Currency Securities would bear the risk of exchange rate fluctuations between the time the amount of the judgment is calculated and the time the Trustee converts U.S. dollars to the Specified Currency for payment of the judgment. PLAN OF DISTRIBUTION The Company may sell Debt Securities to one or more underwriters for public offering and sale by them or may sell Debt Securities to investors directly or through agents. Any such underwriter or agent involved in the offer and sale of the Offered Securities will be named in an applicable Prospectus Supplement. Underwriters may offer and sell the Offered Securities at a fixed price or prices, which may be changed, or from time to time at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Company also may, from time to time, authorize underwriters acting as the Company's agents to offer and sell the Offered Securities upon the terms and conditions as shall be set forth in any Prospectus Supplement. In connection with the sale of Offered Securities, underwriters may be deemed to have received compensation from the Company in the form of underwriting discounts or commissions and may also receive commissions from purchasers of Offered Securities for whom they may act as agent. Underwriters may sell Offered Securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions (which may be changed from time to time) from the purchasers for whom they may act as agent. Securities may also be offered and sold, if so indicated in the Prospectus Supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, by one or more firms ("remarketing firms") acting as principals for their own accounts or as agents for the Company. Any remarketing firm will be identified and the terms of its agreement, if any, with the Company and its compensation will be described in the Prospectus Supplement. Remarketing firms may be deemed to be underwriters in connection with the Securities remarketed thereby. Any underwriting compensation paid by the Company to underwriters or agents in connection with the offering of Offered Securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers, will be set forth in an applicable Prospectus Supplement. Underwriters, dealers and agents participating in the distribution of the Offered Securities may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on resale of the Offered Securities may be deemed to be underwriting discounts and commissions, under the Act. Underwriters, dealers and agents may be entitled, under agreements with the Company, to indemnification against and contribution toward certain civil liabilities, including liabilities under the Act, and to reimbursement by the Company for certain expenses. If so indicated in an applicable Prospectus Supplement, the Company will authorize dealers acting as the Company's agents to solicit offers by certain institutions to purchase Offered Securities from the Corporation at the public offering price set forth in such Prospectus Supplement pursuant to Delayed Delivery Contracts ("Contracts") providing for payment and delivery on the date or dates stated in such Prospectus Supplement. Each Contract will be for an amount not less than, and the aggregate principal amount of Offered Securities sold pursuant to Contracts shall be not less nor more than, the respective amounts stated in such Prospectus Supplement. Institutions with whom Contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but will in all cases be subject to the approval of the Company. Contracts will not be subject to any conditions except (i) the purchase by an institution of the Offered Securities covered by its Contracts shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which such institution is subject, and (ii) if the Offered Securities are being sold to underwriters, the Company shall have sold to such 16 underwriters the total principal amount of the Offered Securities less the principal amount thereof covered by Contracts. Agents and underwriters will have no responsibility in respect of the delivery or performance of Contracts. All Offered Securities will be a new issue of securities with no established trading market. Any underwriters to whom Offered Securities are sold by the Company for public offering and sale may make a market in such Offered Securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of or the trading markets for any Offered Securities. Certain of the underwriters or agents and their associates may be customers of, engage in transactions with and perform services for the Company in the ordinary course of business. VALIDITY OF OFFERED SECURITIES The validity of the Offered Securities will be passed upon for the Company by Morgan, Lewis & Bockius, New York, New York, and for any underwriters or agents by Sullivan & Cromwell, New York, New York. EXPERTS The financial statements as of December 31, 1993 and 1992 and for each of the three years in the period ended December 31, 1993 and the related financial statement schedules incorporated in this prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1993 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a change in the method of accounting for income taxes, postretirement benefits other than pensions and postemployment benefits) which is incorporated herein by reference and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. 17 - --------------------------------------- --------------------------------------- NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS [LOGO] SUPPLEMENT OR THE PROSPECTUS AND, IF THE NEW YORK TIMES GIVEN OR MADE, SUCH INFORMATION OR COMPANY REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH $125,000,000 JURISDICTION. NEITHER THE DELIVERY % Notes OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER Due , 2005 SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE. -------------- $125,000,000 % Debentures Due , 2025 TABLE OF CONTENTS PAGE ---- PROSPECTUS SUPPLEMENT The Company......................... S-2 Recent Developments................. S-2 PROSPECTUS SUPPLEMENT Use of Proceeds..................... S-3 Capitalization...................... S-3 Selected Financial Data............. S-4 Consolidated Ratios of Earnings to Fixed Charges..................... S-4 Description of the Offered Debt Securities........................ S-5 Underwriting........................ S-6 Notice to Canadian Residents........ S-7 PROSPECTUS CS First Boston Available Information............... 2 Incorporation of Certain Documents J.P. Morgan Securities Inc. by Reference...................... 2 For Florida Residents Only.......... 3 Morgan Stanley & Co. The Company......................... 4 Incorporated Use of Proceeds..................... 4 Consolidated Ratios of Earnings to Fixed Charges..................... 4 Description of Debt Securities...... 5 Foreign Currency Risks.............. 15 Plan of Distribution................ 16 Validity of Offered Securities...... 17 Experts............................. 17 - --------------------------------------- --------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----