-----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, d2KggBg0YlJRXu/tfRecU6lCGRlCaEcXfTuPVoxT7jFqgEUE7P9L4t4OD/ixTBc5 gJC67NHzDnGGJ6JJJFKg1w== 0000950149-95-000373.txt : 19950622 0000950149-95-000373.hdr.sgml : 19950622 ACCESSION NUMBER: 0000950149-95-000373 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950621 EFFECTIVENESS DATE: 19950710 SROS: NYSE SROS: PSE FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60433 FILM NUMBER: 95548292 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 S-8 1 FORM S-8 DATED JUNE 21, 1995 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 1995 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ THE TIMES MIRROR COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-4481525 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
TIMES MIRROR SQUARE, LOS ANGELES, CALIFORNIA 90053 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) THE TIMES MIRROR COMPANY 1992 KEY EMPLOYEE LONG-TERM INCENTIVE PLAN AND 1987 RESTRICTED STOCK PLAN (FULL TITLE OF THE PLAN) MARK H. WILLES PRESIDENT AND CHIEF EXECUTIVE OFFICER THE TIMES MIRROR COMPANY TIMES MIRROR SQUARE LOS ANGELES, CALIFORNIA 90053 (213) 237-3700 (NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: PETER F. ZIEGLER, ESQ. GIBSON, DUNN & CRUTCHER 333 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071 (213) 229-7000 CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------- Series A Common Stock, $1.00 par value per share............................ 6,726,038 $22.75 $153,017,364.50 $52,764.61 - --------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------
(1) Of the 6,726,038 shares of Series A Common Stock being registered hereunder, (i) 6,411,532 shares are reserved for issuance pursuant to the 1992 Key Employee Long-Term Incentive Plan and (ii) 314,506 shares are reserved for issuance pursuant to the 1987 Restricted Stock Plan. Pursuant to Rule 416, there is also being registered such number of additional shares of Series A Common Stock which may become available for issuance pursuant to the foregoing plans in the event of certain changes in outstanding shares, including reorganizations, recapitalizations, stock splits, stock dividends and reverse stock splits. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) on the basis of the average of the high and low prices of the Series A Common Stock of The Times Mirror Company as reported on the New York Stock Exchange on June 14, 1995. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 INCORPORATION BY REFERENCE The contents of the Registrant's Registration Statement on Form S-8 (Registration No. 33-88618) are hereby incorporated by reference. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents of the Registrant heretofore filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated in this Registration Statement by reference: (1) the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (2) the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; (3) the Registrant's Current Reports on Form 8-K dated February 1, 1995 and March 23, 1995; and (4) the description of the Series A Common Stock set forth under the caption "Description of Registrant's Securities to be Registered" in the Registrant's Registration Statement on Form 8-A dated November 21, 1994, as amended on December 8, 1994, together with any amendment or report filed with the Commission for the purpose of updating such description. All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is incorporated or 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 Registration Statement. Subject to the foregoing, all information appearing in this Registration Statement is qualified in its entirety by the information appearing in the documents incorporated by reference. ITEM 8. EXHIBITS. 5 Opinion of Gibson, Dunn & Crutcher. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5). 24 Power of Attorney (included on pages 3 and 4).
2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 21st day of June, 1995. THE TIMES MIRROR COMPANY By /s/ MARK H. WILLES ------------------------------------ Mark H. Willes President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this Registration Statement appears below hereby constitutes and appoints Mark H. Willes and James F. Guthrie as such person's true and lawful attorney-in-fact and agent with full power of substitution for such person and in such person's name, place and stead, in any and all capacities, to sign and to file with the Securities and Exchange Commission any and all amendments and post-effective amendments to this Registration Statement, with exhibits thereto and other documents in connection therewith, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any substitute therefor, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE - ---------------------------------------------- ------------------------------- --------------- /s/ MARK H. WILLES Director, President and June 21, 1995 - ---------------------------------------------- Chief Executive Officer Mark H. Willes (Principal Executive Officer) /s/ JAMES F. GUTHRIE Vice President and June 21, 1995 - ---------------------------------------------- Chief Financial Officer James F. Guthrie (Principal Financial and Accounting Officer) /s/ ROBERT F. ERBURU Chairman of the Board June 21, 1995 - ---------------------------------------------- Robert F. Erburu /s/ C. MICHAEL ARMSTRONG Director June 21, 1995 - ---------------------------------------------- C. Michael Armstrong /s/ GWENDOLYN GARLAND BABCOCK Director June 21, 1995 - ---------------------------------------------- Gwendolyn Garland Babcock
3 4
SIGNATURE TITLE DATE - ---------------------------------------------- ------------------------------- --------------- /s/ DONALD R. BEALL Director June 21, 1995 - ---------------------------------------------- Donald R. Beall /s/ JOHN E. BRYSON Director June 21, 1995 - ---------------------------------------------- John E. Bryson /s/ BRUCE CHANDLER Director June 21, 1995 - ---------------------------------------------- Bruce Chandler /s/ OTIS CHANDLER Director June 21, 1995 - ---------------------------------------------- Otis Chandler /s/ CLAYTON W. FRYE, JR. Director June 21, 1995 - ---------------------------------------------- Clayton W. Frye, Jr. /s/ DAVID LAVENTHOL Director June 21, 1995 - ---------------------------------------------- David Laventhol /s/ DR. ALFRED E. OSBORNE, JR. Director June 21, 1995 - ---------------------------------------------- Dr. Alfred E. Osborne, Jr. /s/ JOAN A. PAYDEN Director June 21, 1995 - ---------------------------------------------- Joan A. Payden /s/ WILLIAM STINEHART, JR. Director June 21, 1995 - ---------------------------------------------- William Stinehart, Jr. /s/ HAROLD M. WILLIAMS Director June 21, 1995 - ---------------------------------------------- Harold M. Williams /s/ WARREN B. WILLIAMSON Director June 21, 1995 - ---------------------------------------------- Warren B. Williamson /s/ DR. EDWARD ZAPANTA Director June 21, 1995 - ---------------------------------------------- Dr. Edward Zapanta
4 5 EXHIBIT INDEX
SEQUENTIALLY NUMBERED EXHIBIT DESCRIPTION PAGE - ------- ------------------------------------------------------------------- ------------ 5 Opinion of Gibson, Dunn & Crutcher. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5). 24 Power of Attorney (included on pages 3 and 4).
EX-5 2 OPINION OF GIBSON, DUNN & CRUTCHER 1 EXHIBIT 5 GIBSON, DUNN & CRUTCHER LAWYERS 333 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3197 June 16, 1995 The Times Mirror Company Times Mirror Square Los Angeles, California 90053 Re: Registration Statement on Form S-8 covering 6,726,038 Shares of Series A Common Stock ------------------------------------------- Ladies and Gentlemen: We have acted as counsel to The Times Mirror Company, a Delaware corporation formerly named New TMC Inc. (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement") with respect to the registration under the Securities Act of 1933, as amended, of 6,726,038 shares of Series A Common Stock, $1.00 par value per share, of the Company (the "Shares"), which have been reserved for issuance pursuant to awards granted or to be granted under the Company's 1992 Key Employee Long-Term Incentive Plan or 1987 Restricted Stock Plan (collectively, the "Plans"). We have examined, among other things, the Company's Restated Certificate of Incorporation and Bylaws, the Plans and related agreements, and records of corporate proceedings and other actions taken by the Company in connection with the authorization, issuance and sale of the Shares. Based on the foregoing and in reliance thereon, it is our opinion that the Shares, when issued pursuant to awards granted and exercised in accordance with the provisions of the Plans and related agreements, will be legally issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, GIBSON, DUNN & CRUTCHER PFZ:JS:MAL EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to The Times Mirror Company 1992 Key Employee Long-Term Incentive Plan and 1987 Restricted Stock Plan, of our report dated February 1, 1995, with respect to the consolidated financial statements and schedule of The Times Mirror Company included in its Annual Report (Form 10-K) for the year ended December 31, 1994, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Los Angeles, California June 19, 1995 -----END PRIVACY-ENHANCED MESSAGE-----