-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ee8ysa3BAR3oyU8RvqDJgNTZwMbGUcgT9lcGzKHVys28MR6mErRFjvB0VUWtuaMA rH0LKP2xiHps7p7DBgA2Pg== 0000898822-00-000246.txt : 20000419 0000898822-00-000246.hdr.sgml : 20000419 ACCESSION NUMBER: 0000898822-00-000246 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000418 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIMES MIRROR CO /NEW/ CENTRAL INDEX KEY: 0000925260 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 954481525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-44143 FILM NUMBER: 604170 BUSINESS ADDRESS: STREET 1: TIMES MIRROR SQUARE STREET 2: 220 WEST FIRST STREET CITY: LOS ANGELES STATE: CA ZIP: 90053 BUSINESS PHONE: 2132373700 MAIL ADDRESS: STREET 1: TIMES MIRROR SQUARE STREET 2: 202 WEST 1ST ST CITY: LOS ANGELES STATE: CA ZIP: 90053 FORMER COMPANY: FORMER CONFORMED NAME: NEW TMC INC DATE OF NAME CHANGE: 19940613 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIBUNE CO CENTRAL INDEX KEY: 0000726513 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 361880355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 435 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3122229100 SC TO-T/A 1 AMENDMENT NO. 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3 - FINAL AMENDMENT) THE TIMES MIRROR COMPANY (Name of Subject Company) TRIBUNE COMPANY (Name of Filing Person - Offeror) Series A Common Stock, Par Value $1 Per Share; Series C Common Stock, Par Value $1 Per Share (Title of Class of Securities) 887364 10 7; 887364 30 5 (Cusip Number of Class of Securities) -------------------------- Crane H. Kenney, Esq. Vice President, General Counsel and Secretary Tribune Company 435 North Michigan Avenue Chicago, Illinois 60611 Telephone: (312) 222-9100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) -------------------------- Copy to: Steven A. Rosenblum, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1000 -------------------------- CALCULATION OF FILING FEE TRANSACTION VALUATION AMOUNT OF FILING FEE --------------------- -------------------- $2,660,000,000* $532,000 * Estimated for purposes of calculating the amount of filing fee only. The amount assumes the purchase of a total of 28 million shares of the outstanding Series A Common Stock, par value $1 per share, and Series C Common Stock, par value $1 per share (collectively, the "Shares"), at a price per Share of $95 in cash. Such number of Shares represents approximately 48% of the Shares deemed outstanding for financial reporting purposes as of March 13, 2000. |X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $532,000 Filing Party: Tribune Company Form or Registration No.: Schedule TO Date Filed: March 21, 2000 |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |X| third-party tender offer subject to Rule 14d-1. |_| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |X| Page 1 of 4 Pages Exhibit Index begins on Page 4 ================================================================================ This Amendment No. 3 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO ("Schedule TO") filed by Tribune Company, a Delaware corporation ("Tribune") on March 21, 2000. The Schedule TO relates to the offer by Tribune (the "Offer") to purchase up to a total of 28 million shares of the outstanding Series A Common Stock, par value $1 per share and Series C Common Stock, par value $1 per share (collectively, the "Shares"), of The Times Mirror Company, a Delaware corporation ("Times Mirror"), at a purchase price of $95 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2). ITEMS 1 THROUGH 9, 11 AND 12 Items 1 through 9, 11 and 12 of the Schedule TO are hereby amended and supplemented by adding thereto the following: The Offer expired at 12:00 midnight, eastern time, on Monday, April 17, 2000. Pursuant to the Offer, based upon a report from the Depositary for the Offer, Tribune accepted for payment 23,444,800 Shares, representing approximately 40% of the outstanding Shares (including 6,783,361 Shares tendered pursuant to guaranteed delivery). On April 18, 2000, Tribune issued a press release announcing the closing of the tender offer and that it expects to complete the merger of Times Mirror with and into Tribune in the second or third quarter of 2000. The full text of Tribune's April 18, 2000 press release is attached as Exhibit (a)(10) hereto and is incorporated herein by reference. Item 12 is hereby amended and supplemented with the following information: EXHIBIT INDEX ------------- (a)(10) Text of Press Release issued by Tribune dated April 18, 2000. -2- SIGNATURE --------- After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 18, 2000 TRIBUNE COMPANY By /s/ CRANE H. KENNEY ------------------------------ Name: Crane H. Kenney Title: Vice President, General Counsel and Secretary -3- EXHIBIT INDEX ------------- (a)(10) Text of Press Release issued by Tribune dated April 18, 2000. -4- EX-99 2 EXHIBIT (A) (10) -- PRESS RELEASE TRIBUNE PRESS RELEASE TRIBUNE COMPLETES TENDER OFFER FOR TIMES MIRROR CHICAGO, Tues., April 18, 2000 -- Tribune Company said that it has accepted for purchase 23,444,800 shares of The Times Mirror Company common stock in connection with its cash tender offer for up to 28 million shares at $95 per share. The tender offer expired at 12:00 midnight (EST) on Mon., April 17. The shares accepted for purchase represent approximately 40 percent of the outstanding Times Mirror common shares. This includes approximately 6,783,361 shares that are guaranteed to be delivered. Because Tribune accepted all tendered shares for purchase, there will be no proration. As previously announced, the tender offer will be followed by the merger of Tribune and Times Mirror. In the merger, each Times Mirror common share will be converted, at the election of the shareholder, into 2.5 shares of Tribune common stock or $95 in cash. The election to receive cash in the merger will be available only to the extent that Tribune's purchases of Times Mirror shares in the tender offer, combined with any purchases by Tribune of Times Mirror shares in the market following the tender offer, do not equal 28 million shares, and then only up to the balance of the 28 million shares. The merger is subject to satisfaction of certain conditions, including approval of Tribune and Times Mirror shareholders and the expiration of a 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. That 30-day waiting period is currently scheduled to expire on April 26, 2000. Tribune expects to complete the merger in the second or third quarter of 2000. This news release does not constitute an offer to sell or a solicitation of an offer to buy Tribune common stock. Such an offer may be made only pursuant to a prospectus in compliance with the Securities Act of 1933. All stockholders should read the joint proxy statement/prospectus concerning the merger and related transactions that will be filed with the Securities and Exchange Commission and mailed to stockholders of Tribune and Times Mirror. The joint proxy statement/prospectus will contain important information that stockholders should consider before making any decision regarding the merger and related transactions. After it is filed, the joint proxy statement/prospectus, as well as other filings containing information about Tribune and Times Mirror, can be obtained from the SEC's Internet site (http://www.sec.gov). In addition, the joint proxy statement/prospectus and other documents Tribune has filed with the SEC may be obtained from Tribune by directing a request to: Tribune Company, 435 N. Michigan Ave., 6th Floor/Corporate Relations, Chicago, Ill., 60611, Attention: Investor Relations Contact. TRIBUNE (NYSE: TRB) is a leading media company with operations in television and radio broadcasting, publishing, interactive and education. It is an industry leader in venture partnerships with new-media companies. In 2000, for the third straight year, Tribune ranked No. 1 among its industry peers in Fortune magazine's list of most-admired companies in America. In March 2000, Tribune Company and The Times Mirror Company announced a merger agreement that will create the nation's premier local-market multimedia company, combining national reach and a major presence in 18 of the nation's top 30 markets, including New York, Los Angeles and Chicago. More information on Tribune is available on the Internet: http://www.tribune.com. Earnings and other news releases also can be accessed by calling 1-800-757-1694. MEDIA CONTACT: Katherine Sopranos 312/222-4204 (Office) 312/222-1573 (Fax) ksopranos@tribune.com INVESTOR CONTACT: Ruthellyn Musil 312/222-3787 (Office) 312/222-1573 (Fax) rmusil@tribune.com -----END PRIVACY-ENHANCED MESSAGE-----