-----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, FcPVp7ZOlDIiWRV8Eg158Z/4jGEvLkBmCoWw0WxUNJFLl7j7w+0CRta3Yr5zYkAS 33LC3kDb+KNcNZR/av5gPw== 0000950150-95-000724.txt : 19951201 0000950150-95-000724.hdr.sgml : 19951201 ACCESSION NUMBER: 0000950150-95-000724 CONFORMED SUBMISSION TYPE: SC 13E4 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19951129 SROS: NYSE 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 13E4 SEC ACT: 1934 Act SEC FILE NUMBER: 005-44143 FILM NUMBER: 95597186 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: 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 13E4 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 SC 13E4 1 SCHEDULE 13E4 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) ------------------------ THE TIMES MIRROR COMPANY (NAME OF ISSUER) THE TIMES MIRROR COMPANY (NAME OF PERSON(S) FILING STATEMENT) CONVERSION PREFERRED STOCK, SERIES B, $1.00 PAR VALUE PER SHARE (TITLE OF CLASS OF SECURITIES) 887364 40 4 (CUSIP NUMBER OF CLASS OF SECURITIES) E. THOMAS UNTERMAN SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER THE TIMES MIRROR COMPANY TIMES MIRROR SQUARE LOS ANGELES, CALIFORNIA 90053 (213) 237-3700 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) ------------------------ COPY TO: PETER F. ZIEGLER, ESQ. GIBSON, DUNN & CRUTCHER 333 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071 (213) 229-7000 NOVEMBER 29, 1995 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) ------------------------ CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $86,125,000 $17,225 - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
* Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934. Assumes the purchase of 3,250,000 shares at the maximum tender offer price of $26.50 per share. / / 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: Not applicable. Filing Party: Not applicable. Form or Registration No.: Not applicable. Date Filed: Not applicable.
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Issuer Tender Offer Statement on Schedule 13E-4 (this "Statement") relates to an offer by The Times Mirror Company, a Delaware corporation (the "Company"), to purchase, upon the terms and subject to the conditions contained in the Offer to Purchase, dated November 29, 1995 (the "Offer to Purchase"), and the accompanying Letter of Transmittal (which together constitute the "Offer" and which are annexed to and filed with this Statement as Exhibits (a)(1) and (a)(2), respectively) up to 3,250,000 shares of Conversion Preferred Stock, Series B, par value $1.00 per share (the "Shares"), at prices, net to the seller in cash, without interest thereon, not greater than $26.50 nor less than $25.00 per Share, taking into consideration the number of Shares so tendered and the prices specified by the tendering stockholders. ITEM 1. SECURITY AND ISSUER. (a) The name of the issuer is The Times Mirror Company, a Delaware corporation. The address of its principal executive office is Times Mirror Square, Los Angeles, California 90053. (b) The class of equity securities to which this Statement relates is the Conversion Preferred Stock, Series B, par value $1.00 per Share. Reference is hereby made to the information set forth on the cover page and page 1 of the Offer to Purchase, which is incorporated herein by reference. (c) Reference is hereby made to the information set forth in "8. Price Range of Shares; Dividends" of the Offer to Purchase, which is incorporated herein by reference. (d) Not applicable. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) Reference is hereby made to the information set forth in "11. Source and Amount of Funds" of the Offer to Purchase, which is incorporated herein by reference. (b) Not applicable. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a)-(j) Reference is hereby made to the information set forth in "9. Purpose of the Offer; Certain Effects of the Offer" of the Offer to Purchase, which is incorporated herein by reference. Except as set forth in the Offer to Purchase, the Company has no present plans or proposals which would relate to, or would result in, any transaction, change or other occurrence with respect to the Company or any class of its equity securities as is listed in paragraphs (a) through (j) of Item 3 of Schedule 13E-4. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. Reference is hereby made to the information set forth in "12. Transactions and Agreements Concerning the Shares" of the Offer to Purchase, which is incorporated herein by reference. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. Reference is hereby made to the information set forth in "12. Transactions and Agreements Concerning the Shares" of the Offer to Purchase, which is incorporated herein by reference. ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. Reference is hereby made to the information set forth in "15. Fees and Expenses" of the Offer to Purchase, which is incorporated by reference. ITEM 7. FINANCIAL INFORMATION. (a)-(b) Reference is hereby made to the information set forth in "10. Certain Information Concerning the Company" of the Offer to Purchase, which is incorporated herein by reference. 3 ITEM 8. ADDITIONAL INFORMATION. (a) None. (b) None. (c) Not applicable. (d) None. (e) Reference is hereby made to the entire text of the Offer to Purchase and the related Letter of Transmittal, which are incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) -- Offer to Purchase, dated November 29, 1995. (a)(2) -- Form of Letter of Transmittal, together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(3) -- Form of Notice of Guaranteed Delivery. (a)(4) -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5) -- Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6) -- Form of Letter to Stockholders from Mark H. Willes, President and Chief Executive Officer of the Company, dated November 29, 1995. (a)(7) -- Form of press release issued by the Company on November 28, 1995. (a)(8) -- Form of Memorandum and Election Form, dated November 29, 1995, to participants in the Times Mirror Savings Plus Plan. (b) -- None. (c) -- None. (d) -- None. (e) -- None. (f) -- None.
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. THE TIMES MIRROR COMPANY By: /s/ E. THOMAS UNTERMAN ------------------------------ E. Thomas Unterman Senior Vice President and Chief Financial Officer Dated: November 29, 1995 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE* - ----------- ------------------------------------------------------------------------- ----- (a)(1) -- Offer to Purchase, dated November 29, 1995............................... (a)(2) -- Form of Letter of Transmittal, together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9................. (a)(3) -- Form of Notice of Guaranteed Delivery.................................... (a)(4) -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees........................................................... (a)(5) -- Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees....................................... (a)(6) -- Form of Letter to Stockholders from Mark H. Willes, President and Chief Executive Officer of the Company, dated November 29, 1995................ (a)(7) -- Form of press release issued by the Company on November 28, 1995......... (a)(8) -- Form of Memorandum and Election Form, dated November 29, 1995, to participants in the Times Mirror Savings Plus Plan....................... (b) -- None..................................................................... (c) -- None..................................................................... (d) -- None..................................................................... (e) -- None..................................................................... (f) -- None.....................................................................
- --------------- *Page references are to sequentially numbered copy. EX-99.(A)(1) 2 OFFER TO PURCHASE, DATED NOVEMBER 29, 1995 1 EXHIBIT 99.(a)(1) THE TIMES MIRROR COMPANY OFFER TO PURCHASE FOR CASH UP TO 3,250,000 SHARES OF ITS CONVERSION PREFERRED STOCK, SERIES B, PAR VALUE $1.00 PER SHARE (PREFERRED EQUITY REDEMPTION CUMULATIVE STOCK(TM) -- PERCS(R)) AT A PURCHASE PRICE NOT GREATER THAN $26.50 NOR LESS THAN $25.00 PER SHARE ------------------------ THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 27, 1995, UNLESS THE OFFER IS EXTENDED ------------------------ The Times Mirror Company, a Delaware corporation (the "Company"), invites its stockholders to tender shares of its Conversion Preferred Stock, Series B, par value $1.00 per share (the "Shares"), at prices, net to the seller in cash, without interest thereon, not greater than $26.50 nor less than $25.00 per Share specified by such tendering stockholders, upon the terms and subject to the conditions set forth herein and in the related Letter of Transmittal (which together constitute the "Offer"). The Company will determine a single per Share price (not greater than $26.50 nor less than $25.00 per Share) that it will pay for the Shares validly tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), taking into consideration the number of Shares so tendered and the prices specified by the tendering stockholders. The Company will select the lowest Purchase Price that will enable it to purchase 3,250,000 Shares (or such lesser number of Shares as are validly tendered and not withdrawn at prices not greater than $26.50 nor less than $25.00 per Share) pursuant to the Offer. The Company will purchase all Shares validly tendered at prices at or below the Purchase Price and not withdrawn on or prior to the Expiration Date (as defined in Section 1), upon the terms and subject to the conditions of the Offer, including the provisions thereof relating to proration and conditional tenders described herein. The Purchase Price will be paid in cash, net to the seller, without interest thereon, with respect to all Shares purchased. All Shares tendered at prices in excess of the Purchase Price, Shares not purchased because of proration and Shares that were conditionally tendered and not accepted for purchase will be returned. Stockholders must complete the section of the Letter of Transmittal relating to the price at which they are tendering Shares in order to validly tender Shares. ------------------------ THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. ------------------------ IMPORTANT Any stockholder desiring to tender all or any portion of his or her Shares should either (1) complete and sign the Letter of Transmittal or a facsimile thereof in accordance with the instructions in the Letter of Transmittal, mail or deliver it and any other required documents to First Interstate Bank of California (the "Depositary"), and either mail or deliver the certificates representing Shares to be tendered to the Depositary along with the Letter of Transmittal or deliver such Shares pursuant to the procedure for book-entry transfer set forth in Section 3 or (2) request his or her broker, dealer, commercial bank, trust company or nominee to effect the transaction for him or her. A stockholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or nominee must contact such broker, dealer, commercial bank, trust company or nominee if he or she desires to tender such Shares. Any stockholder who desires to tender Shares and whose certificates for such Shares are not immediately available, or who cannot comply in a timely manner with the procedure for book-entry transfer, should tender such Shares by following the procedures for guaranteed delivery set forth in Section 3. ------------------------ (Continued on next page) NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH STOCKHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE. THE COMPANY HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER INTENDS TO TENDER SHARES PURSUANT TO THE OFFER. The Dealer Managers for the Offer are: GOLDMAN, SACHS & CO. The date of this Offer to Purchase is November 29, 1995 2 As of November 27, 1995, the Company had issued and outstanding 11,257,177 Shares. The 3,250,000 shares that the Company is offering to purchase pursuant to the Offer represent approximately 29% of the Shares then outstanding. The Shares are listed and traded on the New York Stock Exchange (the "NYSE"). The Shares trade under the symbol "TMC Pr. P." On November 27, 1995, the closing price of the Shares on the NYSE Composite Tape was $24.625 per Share. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. Questions or requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal or other tender offer materials may be directed to the Information Agent or the Dealer Managers at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase, and such copies will be furnished promptly at the Company's expense. Stockholders may also contact their local broker, dealer, commercial bank or trust company for assistance concerning the Offer. 3 NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH OTHER INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. TABLE OF CONTENTS
SECTION PAGE - ------- ---- 1. NUMBER OF SHARES; PRORATION................................................... 2 2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES................................... 3 3. PROCEDURE FOR TENDERING SHARES................................................ 4 4. WITHDRAWAL RIGHTS............................................................. 6 5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE................ 7 6. CONDITIONAL TENDER OF SHARES.................................................. 8 7. CERTAIN CONDITIONS OF THE OFFER............................................... 9 8. PRICE RANGE OF SHARES; DIVIDENDS.............................................. 11 9. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER............................ 11 10. CERTAIN INFORMATION CONCERNING THE COMPANY.................................... 12 11. SOURCE AND AMOUNT OF FUNDS.................................................... 15 12. TRANSACTIONS AND AGREEMENTS CONCERNING THE SHARES............................. 15 13. CERTAIN FEDERAL INCOME TAX CONSEQUENCES....................................... 16 14. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS........................... 19 15. FEES AND EXPENSES............................................................. 20 16. MISCELLANEOUS................................................................. 20 SCHEDULE A CERTAIN TRANSACTIONS INVOLVING SHARES............................. S-1
"Preferred Equity Redemption Cumulative Stock" and "PERCS" are trademarks of Morgan Stanley & Co. Incorporated. i 4 To the Holders of Shares of Conversion Preferred Stock, Series B of The Times Mirror Company: The Times Mirror Company, a Delaware corporation (the "Company"), invites its stockholders to tender shares of its Conversion Preferred Stock, Series B, par value $1.00 per share (the "Shares") at a price, net to the seller in cash, without interest thereon, not greater than $26.50 nor less than $25.00 per Share specified by such tendering stockholders, upon the terms and subject to the conditions set forth herein and in the related Letter of Transmittal (which together constitute the "Offer"). The Company will determine a single per Share price (not greater than $26.50 nor less than $25.00 per Share) that it will pay for the Shares validly tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price that will enable it to purchase 3,250,000 Shares (or such lesser number of Shares as is validly tendered and not withdrawn at prices not greater than $26.50 nor less than $25.00 per Share) pursuant to the Offer. The Company will purchase all Shares validly tendered at prices at or below the Purchase Price and not withdrawn on or prior to the Expiration Date (as defined in Section 1), upon the terms and subject to the conditions of the Offer, including the provisions relating to proration and conditional tenders described below. The Purchase Price will be paid in cash, net to the seller, without interest thereon, with respect to all Shares purchased. Shares tendered at prices in excess of the Purchase Price, Shares not purchased because of proration and Shares that were conditionally tendered and not accepted for purchase will be returned. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. If more than 3,250,000 Shares have been validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date, the Company will purchase Shares first from stockholders who owned beneficially as of the close of business on November 28, 1995, and continue to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares (other than Shares held in the Savings Plan, as defined below) who properly tender all their Shares at or below the Purchase Price, and then on a pro rata basis from all other stockholders who validly tender Shares at or below the Purchase Price. See Sections 1 and 2. Tendering stockholders will not be obligated to pay brokerage commissions, solicitation fees or, subject to the Instructions to the Letter of Transmittal, stock transfer taxes on the purchase of Shares by the Company. The Company will pay certain expenses of Goldman, Sachs & Co. (the "Dealer Managers"), First Interstate Bank of California (the "Depositary") and D.F. King & Co., Inc. (the "Information Agent") incurred in connection with the Offer. See Section 15. ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 THAT IS INCLUDED IN THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO 31% OF THE GROSS PROCEEDS PAYABLE TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTIONS 3 AND 13. As of November 22, 1995, The Times Mirror Savings Plus Plan (the "Savings Plan") held 241,326 Shares in accounts for participants therein. Under the terms of the Savings Plan, a participant may instruct the trustee of the Savings Plan to tender Shares allocated to the participant's account as of November 30, 1995. See Section 3. The Times Mirror Stock Trust, which holds stock of the Company on behalf of certain defined benefit pension plans covering certain employees of the Company and its subsidiaries, holds 269,853 Shares. The Times Mirror Stock Trust may tender such Shares in the Offer. However, the trustees have not expressed any intention with respect to the tender of Shares held by the Times Mirror Stock Trust in the Offer. The Pfaffinger Foundation, a nonprofit charitable corporation managed under the direction of a board of directors comprised of senior executives of the Company, holds 251,580 Shares. The Pfaffinger Foundation has expressed an intention to tender Shares held by it in the Offer. 1 5 NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH STOCKHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE. THE COMPANY HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER INTENDS TO TENDER SHARES PURSUANT TO THE OFFER. As of November 27, 1995, the Company had issued and outstanding 11,257,177 Shares. The 3,250,000 Shares that the Company is offering to purchase pursuant to the Offer represent approximately 29% of the Shares then outstanding. The Shares are listed and traded on the New York Stock Exchange ("NYSE"). The Shares trade under the symbol "TMC Pr. P." On November 27, 1995, the closing price of the Shares on the NYSE Composite Tape was $24.625 per Share. See Section 8. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. 1. NUMBER OF SHARES; PRORATION Upon the terms and subject to the conditions described herein and in the Letter of Transmittal, the Company will purchase up to 3,250,000 Shares that are validly tendered on or prior to the Expiration Date (as defined below) (and not properly withdrawn in accordance with Section 4) at a price (determined in the manner set forth below) not greater than $26.50 nor less than $25.00 per Share. The later of 12:00 midnight, New York City time, on Wednesday, December 27, 1995, or the latest time and date to which the Offer is extended pursuant to Section 14, is referred to herein as the "Expiration Date." If the Offer is oversubscribed as described below, only Shares tendered at or below the Purchase Price on or prior to the Expiration Date will be eligible for proration. The proration period also expires on the Expiration Date. The Company will determine the Purchase Price taking into consideration the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price that will enable it to purchase 3,250,000 Shares (or such lesser number of Shares as is validly tendered and not withdrawn at prices not greater than $26.50 nor less than $25.00 per Share) pursuant to the Offer. Subject to Section 14, the Company reserves the right to purchase more than 3,250,000 Shares pursuant to the Offer, but does not currently plan to do so. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions. See Section 7. In accordance with Instruction 5 of the Letter of Transmittal, each stockholder who wishes to tender Shares must specify the price (not greater than $26.50 nor less than $25.00 per Share) at which such stockholder is willing to have the Company purchase such Shares. As promptly as practicable following the Expiration Date, the Company will determine the Purchase Price (not greater than $26.50 nor less than $25.00 per Share) that it will pay for Shares validly tendered and not withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. All Shares purchased pursuant to the Offer will be purchased at the Purchase Price. All Shares not purchased pursuant to the Offer, including Shares tendered at prices greater than the Purchase Price and Shares not purchased because of proration or because they were conditionally tendered and not accepted for purchase, will be returned to the tendering stockholders at the Company's expense as promptly as practicable following the Expiration Date. Upon the terms and subject to the conditions of the Offer, if 3,250,000 or fewer Shares have been validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date, the Company will purchase all such Shares. Upon the terms and subject to the conditions of the Offer, if more 2 6 than 3,250,000 Shares have been validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date, the Company will purchase Shares in the following order of priority: (a) first, all Shares (other than Shares held in the Savings Plan) validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date by or on behalf of any stockholder who owned beneficially, as of the close of business on November 28, 1995 and continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares (other than Shares held in the Savings Plan) and who validly tenders all of such Shares (partial and conditional tenders will not qualify for this preference) and completes the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery; and (b) then, after purchase of all of the foregoing Shares, subject to the conditional tender provisions described in Section 6, all other Shares (including Shares held in the Savings Plan) validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date on a pro rata basis, if necessary (with appropriate adjustments to avoid purchases of fractional Shares). If proration of tendered Shares is required, (i) because of the difficulty in determining the number of Shares validly tendered (including Shares tendered by the guaranteed delivery procedure described in Section 3), and (ii) as a result of the "odd lot" procedure described in Section 2, and (iii) as a result of the conditional tender procedure described in Section 6, the Company does not expect that it would be able to announce the final proration factor or to commence payment for any Shares purchased pursuant to the Offer until approximately seven NYSE trading days after the Expiration Date. Preliminary results of proration will be announced by press release as promptly as practicable after the Expiration Date. Holders of Shares may obtain such preliminary information from the Dealer Managers or the Information Agent and may also be able to obtain such information from their brokers. The Company expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. See Section 14. There can be no assurance, however, that the Company will exercise its right to extend the Offer. For purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time. Copies of this Offer to Purchase and the related Letter of Transmittal are being mailed to record holders of Shares and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the Company's stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. 2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES Except to the extent that the Company's purchase would result in the delisting of the Shares on the NYSE, all Shares validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date by or on behalf of any stockholder who owned beneficially, as of the close of business on November 28, 1995, and continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares (excluding Shares held in the Savings Plan), will be accepted for purchase before proration, if any, of other tendered Shares. Partial or conditional tenders will not qualify for this preference, and it is not available to beneficial holders of 100 or more Shares, even if such holders have separate stock certificates for fewer than 100 Shares. By accepting the Offer, a stockholder owning beneficially fewer than 100 Shares (other than Shares held in the Savings Plan) will avoid the payment of brokerage commissions and the applicable odd lot discount payable in a sale of such Shares in a transaction effected on a securities exchange. Shares held in the Savings Plan will be subject to any proration, even if owned by a person who beneficially owned, as of the close of business on November 28, 1995, and continues to own beneficially as of the Expiration Date, fewer than 100 Shares held in the Savings Plan. See Section 1. 3 7 As of November 27, 1995, there were approximately 1,265 holders of record of Shares. Approximately 656 of these holders of record held individually fewer than 100 Shares and held in the aggregate approximately 27,895 Shares. Because of the large number of Shares held in the names of brokers and nominees, the Company is unable to estimate the number of beneficial owners of fewer than 100 Shares or the aggregate number of Shares they own. Any stockholder wishing to tender all of his or her Shares pursuant to this Section should complete the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. The Company also reserves the right, but will not be obligated, to purchase all Shares duly tendered by any stockholder who tendered all Shares beneficially owned at or below the Purchase Price and who, as a result of proration, would then beneficially own an aggregate of fewer than 100 Shares. If the Company exercises this right, it will increase the number of Shares that it is offering to purchase in the Offer by the number of Shares purchased through the exercise of such right. 3. PROCEDURE FOR TENDERING SHARES Except as noted below with respect to Shares held in the Savings Plan, to tender Shares validly pursuant to the Offer, either (a) a properly completed and duly executed Letter of Transmittal or facsimile thereof, together with any required signature guarantees and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (i) certificates for the Shares to be tendered must be received by the Depositary at one of such addresses or (ii) such Shares must be delivered pursuant to the procedures for book-entry transfer described below (and a confirmation of such delivery received by the Depositary), in each case on or prior to the Expiration Date, or (b) the tendering holder of Shares must comply with the guaranteed delivery procedure described below including, without limitation, completion and execution of one or more Letters of Transmittal. IN ACCORDANCE WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, IN ORDER TO TENDER SHARES PURSUANT TO THE OFFER, A STOCKHOLDER MUST INDICATE IN THE SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED" ON THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF $0.125) AT WHICH SUCH SHARES ARE BEING TENDERED, EXCEPT THAT ANY STOCKHOLDER WHO OWNED BENEFICIALLY AS OF THE CLOSE OF BUSINESS ON NOVEMBER 28, 1995, AND CONTINUES TO OWN BENEFICIALLY AS OF THE EXPIRATION DATE, AN AGGREGATE OF FEWER THAN 100 SHARES (EXCLUDING SHARES HELD IN THE SAVINGS PLAN) MAY CHECK THE BOX IN THE SECTION OF THE LETTER OF TRANSMITTAL ENTITLED "ODD LOTS" INDICATING THAT THE STOCKHOLDER IS TENDERING ALL OF SUCH STOCKHOLDER'S SHARES AT THE PURCHASE PRICE. Stockholders wishing to tender Shares at more than one price must complete separate Letters of Transmittal for each price at which such Shares are being tendered. The same Shares cannot be tendered at more than one price. FOR A TENDER OF SHARES TO BE VALID, A PRICE BOX, BUT ONLY ONE PRICE BOX, ON EACH LETTER OF TRANSMITTAL MUST BE CHECKED. The Depositary will establish an account with respect to the Shares at The Depository Trust Company ("DTC"), Midwest Securities Trust Company ("MSTC") or Philadelphia Depository Trust Company ("PDTC") (hereinafter collectively referred to as the "Book-Entry Transfer Facilities") for purposes of the Offer within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in the system of any Book-Entry Transfer Facility may make delivery of Shares by causing such Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the procedures of such Book-Entry Transfer Facility. Although delivery of Shares may be effected through book-entry transfer, a properly completed and duly executed Letter of Transmittal or facsimile thereof, together with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the tendering holder of Shares must comply with the guaranteed delivery procedure described below. Delivery of 4 8 required documents to one of the Book-Entry Transfer Facilities in accordance with its procedures does not constitute delivery to the Depositary and will not constitute a valid tender. Except as set forth below, all signatures on a Letter of Transmittal must be guaranteed by a firm that is a member of a registered national securities exchange or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company having an office or correspondent in the United States which is a participant in an approved Signature Guarantee Medallion Program (each of the foregoing being referred to as an "Eligible Institution"). Signatures on a Letter of Transmittal need not be guaranteed if (a) the Letter of Transmittal is signed by the registered holder of the Shares (which term, for the purposes of this Section, includes any participant in any Book-Entry Transfer Facility whose name appears on a security position listing as the holder of the Shares) tendered therewith and such holder has not completed the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (b) such Shares are tendered for the account of an Eligible Institution. See Instructions 1 and 6 of the Letter of Transmittal. If a stockholder desires to tender Shares pursuant to the Offer and cannot deliver certificates for such Shares and all other required documents to the Depositary on or prior to the Expiration Date or the procedure for book-entry transfer cannot be complied with in a timely manner, such Shares may nevertheless be tendered if all of the following conditions are met: (i) such tender is made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Company (with any required signature guarantees) is received by the Depositary, as provided below, on or prior to the Expiration Date; and (iii) the certificates for such tendered Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities as described above), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by the Letter of Transmittal, are received by the Depositary no later than 5:00 p.m., New York City time, on the third NYSE trading day after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand, transmitted by facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice. THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. TO PREVENT UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO 31% OF THE GROSS PAYMENTS MADE PURSUANT TO THE OFFER, EACH TENDERING STOCKHOLDER MUST PROVIDE THE DEPOSITARY WITH SUCH STOCKHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTAIN OTHER INFORMATION BY PROPERLY COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL. FOREIGN STOCKHOLDERS (AS DEFINED IN SECTION 13) MUST SUBMIT A PROPERLY COMPLETED FORM W-8 (WHICH MAY BE OBTAINED FROM THE DEPOSITARY) IN ORDER TO PREVENT BACKUP WITHHOLDING. IN GENERAL, BACKUP WITHHOLDING DOES NOT APPLY TO CORPORATIONS OR TO FOREIGN STOCKHOLDERS SUBJECT TO 30% (OR LOWER TREATY RATE) WITHHOLDING ON GROSS PAYMENTS RECEIVED PURSUANT TO THE OFFER (AS DISCUSSED IN SECTION 13). For a discussion of certain federal income tax consequences to tendering stockholders, see Section 13. EACH STOCKHOLDER IS URGED TO CONSULT WITH HIS OR HER OWN TAX ADVISOR REGARDING HIS, HER OR ITS QUALIFICATION FOR EXEMPTION FROM BACKUP WITHHOLDING AND THE PROCEDURE FOR OBTAINING ANY APPLICABLE EXEMPTION. 5 9 It is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a person to tender Shares for his or her own account unless the person so tendering (i) has a net long position equal to or greater than the amount of (x) Shares tendered or (y) other securities immediately convertible into, exercisable or exchangeable, for the amount of Shares tendered and will acquire such Shares for tender by conversion, exercise or exchange of such other securities and (ii) will cause such Shares to be delivered in accordance with the terms of the Offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder's representation and warranty that (i) such stockholder has a net long position in the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act, and (ii) the tender of such Shares complies with Rule 14e-4. The Company's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and the Company upon the terms and subject to the conditions of the Offer. All questions as to the Purchase Price, the form of documents, the number of Shares to be accepted and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders of Shares that it determines are not in proper form or the acceptance for payment of or payment for Shares that may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in any tender of any particular Shares. None of the Company, the Dealer Managers, the Depositary, the Information Agent or any other person is or will be under any duty to give notice of any defect or irregularity in tenders, nor shall any of them incur any liability for failure to give any such notice. As of November 22, 1995, the Savings Plan held 241,326 Shares in accounts for participants therein. Under the terms of the Savings Plan, a participant may instruct the trustee for the Savings Plan to tender Shares allocated to the participant's account as of November 30, 1995. Participants in the Savings Plan who wish to tender Shares allocated to their respective accounts should so indicate by completing, executing and returning to the recordkeeper, to forward to the Trustee for the Savings Plan, the election form included with the memorandum furnished to such participants. SAVINGS PLAN PARTICIPANTS MAY NOT USE THE LETTER OF TRANSMITTAL TO TENDER THEIR SAVINGS PLAN SHARES, BUT MUST USE THE SEPARATE ELECTION FORM REFERRED TO ABOVE. Participants in the Savings Plan are urged to read such separate memorandum and election form and related materials carefully. CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF TRANSMITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST BE DELIVERED TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT BE DEEMED TO BE PROPERLY TENDERED. 4. WITHDRAWAL RIGHTS Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after 12:00 midnight, New York City time, January 26, 1996 unless theretofore accepted for payment by the Company as provided in this Offer to Purchase. If the Company extends the period of time during which the Offer is open, is delayed in accepting for payment or paying for Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to the Company's rights under the Offer, the Depositary may, on behalf of the Company, retain all Shares tendered, and such Shares may not be withdrawn except as otherwise provided in this Section 4, subject to Rule 13e-4(f)(5) under the Exchange Act, which provides that the issuer making the tender offer shall either pay the consideration offered, or return the tendered securities promptly after the termination or withdrawal of the tender offer. 6 10 Withdrawal of Shares Held in Physical Form. Tenders of Shares made pursuant to the Offer may not be withdrawn after the Expiration Date, except that they may be withdrawn after 12:00 midnight, New York City time, January 26, 1996 unless accepted for payment by the Company as provided in this Offer to Purchase. For a withdrawal to be effective prior to that time, a stockholder of Shares held in physical form must provide a written, telegraphic or facsimile transmission notice of withdrawal to the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase before the Expiration Date, which notice must contain: (A) the name of the person who tendered the Shares; (B) a description of the Shares to be withdrawn; (C) the certificate numbers shown on the particular certificates evidencing such Shares; (D) the signature of such stockholder executed in the same manner as the original signature on the Letter of Transmittal (including any signature guarantee (if such original signature was guaranteed)); and (E) if such Shares are held by a new beneficial owner, evidence satisfactory to the Company that the person withdrawing the tender has succeeded to the beneficial ownership of the Shares. A purported notice of withdrawal which lacks any of the required information will not be an effective withdrawal of a tender previously made. Withdrawal of Shares Held with the Book-Entry Transfer Facility. Tenders of Shares made pursuant to the Offer may not be withdrawn after the Expiration Date, except that they may be withdrawn after 12:00 midnight, New York City time, January 26, 1996 unless accepted for payment by the Company as provided in this Offer to Purchase. For a withdrawal to be effective prior to that time, a stockholder of Shares held with any of the Book-Entry Transfer Facilities must (i) call such stockholder's broker and instruct such broker to withdraw such tender of Shares by debiting the Depositary's account at such Book-Entry Transfer Facility of all Shares to be withdrawn; and (ii) instruct such broker to provide a written, telegraphic or facsimile transmission notice of withdrawal to the Depositary on or before the Expiration Date. Such notice of withdrawal shall contain (A) the name of the person who tendered the Shares; (B) a description of the Shares to be withdrawn; and (C) if such Shares are held by a new beneficial owner, evidence satisfactory to the Company that the person withdrawing the tender has succeeded to the beneficial ownership of the Shares. A purported notice of withdrawal which lacks any of the required information will not be an effective withdrawal of a tender previously made. Any permitted withdrawals of tenders of Shares may not be rescinded, and any Shares so withdrawn will thereafter be deemed not validly tendered for purposes of the Offer; provided, however, that withdrawn Shares may be re-tendered by following the procedures for tendering prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. None of the Company, the Dealer Managers, the Depositary, the Information Agent or any other person is or will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification. Participants in the Savings Plan should follow the procedures for withdrawal included in the memorandum furnished to such participants. 5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE Upon the terms and subject to the conditions of the Offer and as promptly as practicable after the Expiration Date, the Company will determine the Purchase Price, taking into consideration the number of Shares tendered and the prices specified by tendering stockholders, announce the Purchase Price, and (subject to the proration and conditional tender provisions of the Offer) accept for payment and pay the Purchase Price for Shares validly tendered and not withdrawn at or below the Purchase Price. Thereafter, payment for all Shares validly tendered on or prior to the Expiration Date and accepted for payment pursuant to the Offer will be made by the Depositary by check as promptly as practicable. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (or of a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities), a properly completed 7 11 and duly executed Letter of Transmittal or facsimile thereof, with any required signature guarantees, and any other required documents. For purposes of the Offer, the Company shall be deemed to have accepted for payment (and thereby purchased), subject to proration and conditional tenders, Shares that are validly tendered and not withdrawn as, if and when it gives oral or written notice to the Depositary of the Company's acceptance for payment of such Shares. In the event of proration, the Company will determine the proration factor and pay for those tendered Shares accepted for payment as soon as practicable after the Expiration Date. However, the Company does not expect to be able to announce the final results of any such proration until approximately seven NYSE trading days after the Expiration Date. The Company will pay for Shares that it has purchased pursuant to the Offer by depositing the aggregate Purchase Price therefor with the Depositary. The Depositary will act as agent for tendering stockholders for the purpose of receiving payment from the Company and transmitting payment to tendering stockholders. Under no circumstances will interest be paid on amounts to be paid to tendering stockholders, regardless of any delay in making such payment. Certificates for all Shares not purchased, including all Shares tendered at prices greater than the Purchase Price, Shares not purchased because of proration and Shares that were conditionally tendered and not accepted, will be returned (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to an account maintained with one of the Book-Entry Transfer Facilities by the participant therein who so delivered such Shares) as promptly as practicable following the Expiration Date without expense to the tendering stockholder. Payment for Shares may be delayed in the event of difficulty in determining the number of Shares properly tendered or if proration is required. See Section 1. In addition, if certain events occur, the Company may not be obligated to purchase Shares pursuant to the Offer. See Section 7. The Company will pay or cause to be paid any stock transfer taxes with respect to the sale and transfer of any Shares to it or its order pursuant to the Offer. If, however, payment of the Purchase Price is to be made to, or a portion of the Shares delivered (whether in certificated form or by book entry) but not tendered or not purchased are to be registered in the name of, any person other than the registered holder, or if tendered Shares are registered in the name of any person other than the person signing the Letter of Transmittal (unless such person is signing in a representative or fiduciary capacity), the amount of any stock transfer taxes (whether imposed on the registered holder, such other person or otherwise) payable on account of the transfer to such person will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. See instruction 7 to the Letter of Transmittal. ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR, IN THE CASE OF A FOREIGN INDIVIDUAL, A FORM W-8) MAY BE SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAID TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 3. 6. CONDITIONAL TENDER OF SHARES Under certain circumstances and subject to the exceptions set forth in Section 1, the Company may prorate the number of Shares purchased pursuant to the Offer. As discussed in Section 13, the number of Shares to be purchased from a particular stockholder might affect the tax treatment of such purchase to such stockholder and such stockholder's decision whether to tender. EACH STOCKHOLDER IS URGED TO CONSULT WITH HIS OR HER OWN TAX ADVISOR. Accordingly, a stockholder may tender Shares subject to the condition that a specified minimum number of such holder's Shares tendered pursuant to a Letter of Transmittal or Notice of Guaranteed Delivery must be purchased if any such Shares so tendered are purchased, and any stockholder desiring to make such a conditional tender must so indicate in the box captioned "Conditional Tender" in such Letter of Transmittal or, if applicable, the Notice of Guaranteed Delivery. 8 12 Any tendering stockholders wishing to make a conditional tender must calculate and appropriately indicate such minimum number of Shares. If the effect of accepting tenders on a pro rata basis would be to reduce the number of Shares to be purchased from any stockholder (tendered pursuant to a Letter of Transmittal or Notice of Guaranteed Delivery) below the minimum number so specified, such tender will automatically be regarded as withdrawn (except as provided in the next paragraph) and all Shares tendered by such stockholder pursuant to such Letter of Transmittal or Notice of Guaranteed Delivery will be returned as promptly as practicable thereafter. If conditional tenders, that would otherwise be so regarded as withdrawn, would cause the total number of Shares to be purchased to fall below 3,250,000, then, to the extent feasible, the Company will select enough of such conditional tenders that would otherwise have been so withdrawn to permit the Company to purchase 3,250,000 Shares. In selecting among such conditional tenders, the Company will select by lot and will limit its purchase in each case to the minimum number of Shares designated by the stockholder in the applicable Letter of Transmittal or Notice of Guaranteed Delivery as a condition to his or her tender. 7. CERTAIN CONDITIONS OF THE OFFER Notwithstanding any other provision of the Offer, the Company will not be required to accept for payment or pay for any Shares tendered, and may terminate or amend and may postpone (subject to the requirements of the Exchange Act for prompt payment for or return of Shares tendered) the acceptance for payment of Shares tendered, if at any time after November 28, 1995 and at or before acceptance for payment of any Shares any of the following shall have occurred: (a) there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency or authority or tribunal or any other person, domestic or foreign, or before any court, authority, agency or tribunal that (i) challenges the acquisition of Shares pursuant to the Offer or otherwise in any manner relates to or affects the Offer or (ii) in the sole judgment of the Company, could materially and adversely affect the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries or materially impair the Offer's contemplated benefits to the Company; (b) there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or the Company or any of its subsidiaries, by any legislative body, court, authority, agency or tribunal which, in the Company's sole judgment, would or might directly or indirectly (i) make the acceptance for payment of, or payment for, some or all of the Shares illegal or otherwise restrict or prohibit consummation of the Offer, (ii) delay or restrict the ability of the Company, or render the Company unable, to accept for payment or pay for some or all of the Shares, (iii) materially impair the contemplated benefits of the Offer to the Company or (iv) materially affect the business, condition (financial or other), income, operations or prospects of the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or any of its subsidiaries; (c) it shall have been publicly disclosed or the Company shall have learned that (i) any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) has acquired or proposes to acquire beneficial ownership of more than 5% of the outstanding Shares whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as disclosed in a Schedule 13D or 13G on file with the Securities and Exchange Commission (the "Commission") on November 28, 1995) or (ii) any such person or group that on or prior to November 28, 1995 had filed such a Schedule with the Commission thereafter shall have acquired or shall propose to acquire whether through the acquisition of stock, 9 13 the formation of a group, the grant of any option or right, or otherwise, beneficial ownership of additional Shares representing 2% or more of the outstanding Shares; (d) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market, (ii) any significant decline in the market price of the Shares, (iii) any change in the general political, market, economic or financial condition in the United States or abroad that could have a material adverse effect on the Company's business, condition (financial or otherwise), income, operations, prospects or ability to obtain financing generally or the trading in the Shares, (iv) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation on, or any event which, in the Company's sole judgment, might affect, the extension of credit by lending institutions in the United States, (v) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or (vi) in the case of any of the foregoing existing at the time of the commencement of the Offer, in the Company's sole judgment, a material acceleration or worsening thereof; (e) a tender or exchange offer with respect to some or all of the Shares (other than the Offer), or a merger, acquisition or other business combination proposal for the Company, shall have been proposed, announced or made by another person or group (within the meaning of Section 13(d)(3) of the Exchange Act); (f) there shall have occurred any event or events that has resulted, or may in the sole judgment of the Company result, directly or indirectly, in an actual or threatened change in the business, condition (financial or other), income, operations, stock ownership or prospects of the Company and its subsidiaries; or (g) there shall have occurred any decline in the Standard & Poor's Composite 500 Stock Index (601.320 at the close of business on November 27, 1995) by an amount in excess of 15% measured from the close of business on November 27, 1995. and, in the sole judgment of the Company, such event or events make it undesirable or inadvisable to proceed with the Offer or with such acceptance for payment. The foregoing conditions are for the sole benefit of the Company and may be asserted by the Company regardless of the circumstances (including any action or inaction by the Company) giving rise to any such condition, and any such condition may be waived by the Company, in whole or in part, at any time and from time to time in its sole discretion. The failure by the Company at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Company concerning the events described above will be final and binding on all parties. Acceptance of Shares validly tendered in the Offer is subject to the condition that, as of the Expiration Date, and after giving pro forma effect to the acceptance of Shares validly tendered, the Shares would remain listed on the NYSE. This condition may not be waived. The Exchange Act requires that all conditions to the Offer must be satisfied or waived before the Expiration Date. 10 14 8. PRICE RANGE OF SHARES; DIVIDENDS The Shares were issued in March 1995 in connection with the exchange offer made by the Company to holders of Series A Common Stock, par value $1.00 per share, of the Company ("Series A Common Stock") and Series C Common Stock, par value $1.00 per share, of the Company ("Series C Common Stock" and, together with Series A Common Stock, "Common Stock"). The Shares began to accrue dividends effective March 1, 1995. The Shares are listed and traded on the NYSE. The Shares are traded under the symbol "TMC Pr. P." The following table sets forth the high and low closing sales prices of the Shares on the NYSE Composite Tape and the cash dividends per Share for the fiscal quarters indicated.
CASH DIVIDENDS HIGH LOW PER SHARE ------- ------- -------------- 1995 1st Quarter (from March 1, 1995)................. $21.75 $19.75 N/A 2nd Quarter...................................... 23.875 19.625 $.404424* 3rd Quarter...................................... 25.125 23.50 .3435 4th Quarter (through November 27, 1995).......... 24.75 23.625 N/A
- --------------- * The Cash Dividends Per Share for the Second Quarter include dividends that accrued with effect from March 1, 1995, the date on and from which the Shares began to accrue dividends, through the end of the First Quarter. On November 27, 1995, the closing price of the Shares on the NYSE Composite Tape was $24.625 per Share. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. 9. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER The Company is offering to repurchase the Shares in furtherance of its previously announced intention to repurchase, subject to market conditions and corporate requirements, up to 10 percent, or approximately 12,800,000 shares, of Common Stock, including common stock equivalent shares. See Section 12. The Company believes that the repurchase of the Shares at this time represents an attractive investment opportunity that will benefit the Company and its stockholders. The Offer will afford to stockholders who are considering the sale of all or a portion of their Shares the opportunity to determine the price (not greater than $26.50 nor less than $25.00 per Share) at which they are willing to sell their Shares and, in the event the Company accepts such Shares, to dispose of Shares without the usual transaction costs associated with a market sale. The Offer will also allow qualifying stockholders owning beneficially fewer than 100 Shares (other than Shares held in the Savings Plan) to avoid the payment of brokerage commissions and the applicable odd lot discount payable on a sale of Shares in a transaction effected on a securities exchange. Correspondingly, the costs to the Company for servicing the accounts of odd lot holders will be reduced. See Section 2. The Shares accrue cumulative dividends of $1.374 per share until March 31, 1998, on which date the Shares convert automatically into shares of Series A Common Stock. The Shares may convert to Series A Common Stock earlier upon certain mergers, consolidations or similar transactions involving Series A Common Stock. Each outstanding Share would initially convert into one share of Series A Common Stock, subject to adjustment in the event of certain stock dividends or distributions, subdivisions, splits, combinations, issuance of certain rights or warrants or distributions of certain assets with respect to the Series A Common Stock, plus certain accrued and unpaid dividends. On November 27, 1995, there were 11,257,177 Shares and 107,933,334 shares of Common Stock issued and outstanding. If, on March 31, 1998 all 11,257,177 Shares were converted into Series A Common Stock on a one-for-one basis and there were 107,933,334 shares of Common Stock issued and outstanding, the 11,257,177 Shares of Series A Common Stock into which such Shares were converted, would represent 9.4% of the issued and outstanding Common Stock of the Company. The Company has the option to call the Shares for redemption, in whole or part, at any time or from time to time prior to March 31, 1998 at the Call Price (as described below) payable in shares of Series A 11 15 Common Stock plus cash in an amount equal to all accrued and unpaid dividends on the Shares to the date of redemption. The "Call Price" for the Shares is calculated as follows: On the date on which the Shares were issued until March 23, 1995, the Call Price was $31.92885. After March 23, 1995 the Call Price began and continues to decline at the rate of $0.003127 per day each day to $28.717421 on January 30, 1998. Thereafter, the Call Price is equal to $28.52685. The Offer does not constitute a notice of redemption of the Shares and owners of the Shares are not under any obligation to accept the Offer or to remit their Shares to the Company pursuant to the Offer. The repurchase of Shares will reduce 1995 primary earnings per share as the cash paid in excess of the liquidation value of $21.131 per Share will reduce earnings applicable to common stockholders for purposes of determining primary earnings per share. However, the repurchase of Shares is expected to benefit earnings per share for 1996, 1997 and the first quarter of 1998 by eliminating the preferred dividend payment required on the Shares repurchased. If fewer than 3,250,000 Shares are purchased pursuant to the Offer, the Company may repurchase the remainder of such Shares on the open market, in privately negotiated transactions or otherwise. In the future, the Company may determine to purchase additional Shares on the open market, in privately negotiated transactions, through one or more tender offers or otherwise. Any such purchases may be on the same terms as, or on terms which are more or less favorable to stockholders than, the terms of the Offer. However, Rule 13e-4 under the Exchange Act prohibits the Company and its affiliates from purchasing any Shares, other than pursuant to the Offer, until at least ten business days after the Expiration Date. Any future purchases of Shares by the Company would depend on many factors, including the market price of the Shares, the Company's business and financial position, and general economic and market conditions. Shares that the Company acquires pursuant to the Offer will be retired and will not be reissued as Shares. However, such Shares will have the status of authorized but unissued shares of the class of preferred stock of the Company undesignated as to series and may be redesignated and reissued as part of any series of preferred stock of the Company without further stockholder action (except as may be required by applicable law or the rules of the NYSE). The Company has no current plans for the Shares it may acquire pursuant to the Offer or any other authorized but unissued Shares. As of November 27, 1995, the Company had issued and outstanding 11,257,177 Shares. The 3,250,000 Shares that the Company is offering to purchase pursuant to the Offer represent approximately 29% of the Shares then outstanding. As of November 27, 1995, one director owned 1,507 Shares. The Company has been advised that such director does not intend to tender his Shares pursuant to the Offer. As of November 27, 1995, no other director or executive officer owned Shares. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH STOCKHOLDER MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE. THE COMPANY HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER INTENDS TO TENDER SHARES PURSUANT TO THE OFFER. 10. CERTAIN INFORMATION CONCERNING THE COMPANY The Company is engaged principally in the newspaper publishing, professional information and magazine publishing businesses. The Company publishes the Los Angeles Times, Newsday, The Sun, The Hartford Courant, The Morning Call, The Advocate, the Greenwich Times, and several smaller newspapers. The Company also publishes a variety of books, special interest and trade magazines and other media through its subsidiaries. The Company was incorporated in the State of Delaware in June 1994 for the purpose of owning and operating these businesses after a reorganization of the Company's predecessor was completed in February 1995. The Company's predecessor was incorporated in 1884 in the State of California and was reincorporated in the State of Delaware in 1986. The Company's principal executive offices are located at Times Mirror Square, Los Angeles, California 90053 and its telephone number is (213) 237-3700. 12 16 SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA AND SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA The following summary historical consolidated financial data has been derived from the consolidated financial statements of the Company. The data should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995 and the Company's Annual Report on Form 10-K for the year ended December 31, 1994. Copies of these reports may be obtained as described in Section 16 of this Offer to Purchase. The income statement data for the years ended December 31, 1993 and 1994 and the balance sheet data as of the same dates have been derived from the audited consolidated financial statements of the Company. The income statement data for the nine months ended September 30, 1995 and September 25, 1994 and the balance sheet data as of September 30, 1995 have been derived from the unaudited condensed consolidated financial statements of the Company which, in the opinion of management, include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of financial position and results of operations for such periods. Operating results for the nine months ended September 30, 1995 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 1995. The following summary unaudited pro forma consolidated financial data has been derived from the historical consolidated financial statements of the Company adjusted for certain costs and expenses to be incurred as a result of the purchase of Shares pursuant to the Offer. The pro forma consolidated income statement data has been prepared assuming that the purchase of Shares was completed on March 1, 1995 (the date from which the Shares accrued dividends). The pro forma consolidated balance sheet data has been prepared assuming that the purchase of Shares was completed on September 30, 1995. The summary unaudited pro forma consolidated financial data should be read in conjunction with the summary historical consolidated financial data included herein. The pro forma income statement data and balance sheet data are not necessarily indicative of the financial position or results of operations that would have been obtained had the Offer been completed as of the dates indicated.
HISTORICAL(A) ---------------------------------------------------------- PRO FORMA NINE MONTHS ------------- ENDED NINE MONTHS YEAR ENDED DECEMBER 31 ------------------------------ ENDED ------------------------ SEPTEMBER 25 SEPTEMBER 30 SEPTEMBER 30 1993 1994 1994 1995 1995 ---------- ---------- ------------- ------------- ------------- (IN THOUSANDS, EXCEPT PER SHARE AND RATIO AMOUNTS) INCOME STATEMENT DATA: Revenues....................... $3,243,749 $3,355,761 $ 2,399,352 $ 2,481,545 $ 2,481,545 Restructuring, impairment and one-time charges(b).......... (80,164) (382,674) (382,674) Operating profit (loss)........ 189,042 302,508 188,770 (249,048) (249,048) Interest income................ 2,688 2,517 1,491 22,349 19,328(g) Income (loss) from continuing operations................... 51,669 132,223 80,573 (197,351) (199,133) Primary earnings (loss) per common share from continuing operations................... $.40 $1.03 $.63 ($2.17) ($2.30)(h) Ratio of earnings to fixed charges(c)................... 2.0x 3.8x 3.3x (d) (i) Ratio of earnings to fixed charges and preferred stock dividends(e)........... N/A N/A N/A (f) (j) Weighted average common and common equivalent shares..... 128,741 128,807 128,798 115,684 115,684 BALANCE SHEET DATA: Current assets................. $1,178,880 $1,493,971 $ 1,355,331 $ 1,270,161(k) Total assets................... 4,521,047 4,287,208 4,012,616 3,927,446(k) Shareholders' equity........... 1,899,275 1,957,043 2,202,313 2,117,143(k) Shareholders' equity per common share........................ $14.76 $15.06 $20.01 $19.23
13 17 - --------------- (a) Certain amounts have been reclassified from previously issued financial statements to conform to the third quarter 1995 presentation. (b) In mid-July 1995, the Company initiated a comprehensive and systematic review of operations, cost structures and balance sheets in order to refocus resources on its newspaper, professional information and magazine businesses and to improve its financial performance. The loss from continuing operations for the nine months ended September 30, 1995 included $382.7 million on a pretax basis ($261.9 million after-tax) for restructuring, impairment and one-time charges. Fourth quarter 1995 results are expected to include additional restructuring program-related charges that could be as large as $300 million on a pretax basis ($180 million after-tax). (c) The ratio of earnings to fixed charges was computed by dividing earnings (income from continuing operations before income taxes, adjusted for fixed charges (net of capitalized interest), equity income or loss from unconsolidated affiliates and amortization of capitalized interest) by fixed charges for the periods indicated. Fixed charges include interest incurred on long-term debt and other debt, capitalized interest, the interest factor deemed to be included in rental expense and certain amortization. (d) Earnings are approximately $237 million lower than the amount needed to cover fixed charges in this period, as earnings were impacted by the restructuring charges described in (b) above. (e) The ratio of earnings to fixed charges and preferred stock dividends was computed as described in (c) above, except that fixed charges were combined with the preferred stock dividends for the periods indicated. The preferred stocks were issued in 1995 and began accruing dividends on March 1, 1995. (f) Earnings are approximately $291 million lower than the amount needed to cover fixed charges and preferred stock dividends in this period, as earnings were impacted by the restructuring charges described in (b) above. (g) Pro forma interest income was calculated assuming that 3,250,000 Shares were repurchased for $26.00 per share, which would have reduced the Company's short-term interest bearing instruments by $84,500,000 for the Shares and another $670,000 for estimated expenses related to the Offer. Assuming that the short-term instruments earned interest of approximately 6.08% per annum, interest income would have been lower by approximately $3,021,000. The loss from continuing operations, assuming a 41% effective tax rate on the pro forma interest income, would have been higher by $1,782,000. (h) The pro forma primary loss per common share from continuing operations was calculated assuming that 3,250,000 Shares were repurchased for $26.00 per Share, which reduced pro forma preferred dividend requirements by $2,605,000 and increased the pro forma cash paid in excess of the liquidation value of $21.131 per Share by $15,824,000. For the nine months ended September 30, 1995, the preferred dividend requirements and cash paid in excess of liquidation value were $29,346,000 and $37,091,000, respectively, on a pro forma basis compared to $31,951,000 and $21,267,000, respectively, on an historical basis. Excluding the one-time impact of the cash paid in excess of liquidation value, both the historical and pro forma primary loss per common share from continuing operations for the nine months ended September 30, 1995 would have been $1.98, as lower pro forma interest income was offset by lower pro forma preferred dividend requirements. Assuming a $25.00 and a $26.50 per share purchase price for 3,250,000 Shares, the pro forma cash paid in excess of liquidation value is $12,574,000 (11 cents per common share) and $17,449,000 (15 cents per common share), respectively. (i) The pro forma ratio of earnings to fixed charges was calculated as described in (c), except that pro forma earnings were used in the computation. Pro forma earnings are approximately $240 million lower than the amount needed to cover fixed charges in this period, as earnings were impacted by the restructuring charges described in (b) above. 14 18 (j) The pro forma ratio of earnings to fixed charges and preferred stock dividends was calculated as described in (e), except that pro forma earnings and pro forma preferred stock dividends were used in the computation. Pro forma earnings are approximately $290 million lower than the amount needed to cover fixed charges and preferred stock dividends in this period, as earnings were impacted by the restructuring charges described in (b). (k) Pro forma current assets, total assets and shareholders' equity were reduced by the $85,170,000 in cash assumed used pursuant to this Offer. 11. SOURCE AND AMOUNT OF FUNDS Assuming that the Company purchases 3,250,000 Shares pursuant to the Offer at a price of $26.00 per Share, the total amount required by the Company to purchase such Shares will be $84,500,000, exclusive of fees and other expenses. The Company will fund such purchase with cash derived primarily from the cable television merger transaction, completed in the first quarter of 1995, as well as from cash generated by operating activities. Historically, the Company from time to time has issued commercial paper supported by revolving lines of credit with commercial banks. The Company has not issued any commercial paper since February 1995 when it discontinued its prior program. The Company is currently implementing a new commercial paper program and expects to issue commercial paper in late 1995 and early 1996. 12. TRANSACTIONS AND AGREEMENTS CONCERNING THE SHARES In July 1995, the Company announced its intention to repurchase, subject to market conditions and corporate requirements, up to 10 percent, or approximately 12,800,000 shares of Common Stock, including common stock equivalent shares, such repurchases to be effected on the open market, in privately negotiated transactions or otherwise. As of November 27, 1995, the Company had repurchased approximately 4,586,000 shares of Common Stock at an approximate cost of $136,219,000 and at prices ranging from a high of $32.625 to a low of $28.00 per share. The average cost per share of Common Stock was approximately $29.70. On August 31, 1995, the Company announced its intention to repurchase Shares, subject to market conditions and corporate requirements, such repurchases to be effected on the open market, in privately negotiated transactions or otherwise. As of November 27, 1995, the Company had repurchased approximately 5,304,000 Shares at an approximate cost of $137,255,000 and at prices ranging from a high of $26.50 to a low of $23.875 per Share. The average cost per Share was approximately $25.88. As of November 27, 1995, one director owned 1,507 Shares. The Company has been advised that such director does not intend to tender his Shares pursuant to the Offer. As of November 27, 1995, no other director or executive officer owned Shares. Except as set forth above and on Schedule A hereto, based upon the Company's records and upon information provided to the Company by its directors and executive officers, neither the Company nor, to the Company's knowledge, any of its associates, subsidiaries, directors, executive officers or any associate of any such director or executive officer has engaged in any transactions involving the Shares during the 40 business days preceding the date hereof. Neither the Company nor, to the Company's knowledge, any of its directors or executive officers is a party to any contract, arrangement, understanding or relationship relating directly or indirectly to the Offer with any other person with respect to the Shares (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such Shares, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations). Except as disclosed in this Offer to Purchase, the Company has no plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company or the 15 19 disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company; (e) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company; (f) any other material change in the Company's corporate structure or business; (g) any change in the Company's Certificate of Incorporation or By-Laws or any actions which may impede the acquisition of control of the Company by any person; (h) a class of equity security of the Company being delisted from a national securities exchange; (i) a class of equity security of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) the suspension of the Company's obligation to file reports pursuant to Section 15(d) of the Exchange Act. 13. CERTAIN FEDERAL INCOME TAX CONSEQUENCES In General. The following is a discussion of the material United States federal income tax consequences to stockholders with respect to a sale of Shares pursuant to the Offer. The discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations, Internal Revenue Service ("IRS") rulings and judicial decisions, all in effect as of the date hereof and all of which are subject to change (possibly with retroactive effect) by subsequent legislative, judicial or administrative action. The discussion does not address all aspects of United States federal income taxation that may be relevant to a particular stockholder in light of such stockholder's particular circumstances or to certain types of holders subject to special treatment under the United States federal income tax laws (such as certain financial institutions, tax-exempt organizations, life insurance companies, dealers in securities or currencies, or stockholders holding the Shares as part of a conversion transaction, as part of a hedge or hedging transaction, or as a position in a straddle for tax purposes). In addition the discussion below does not consider the effect of any foreign, state, local or other tax laws that may be applicable to particular stockholders. The discussion assumes that the Shares are held as "capital assets" within the meaning of Section 1221 of the Code. EACH STOCKHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THAT STOCKHOLDER TENDERING SHARES PURSUANT TO THE OFFER AND THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS AND RECENT CHANGES IN APPLICABLE TAX LAWS. Characterization of the Surrender of Shares Pursuant to the Offer. The surrender of Shares by a stockholder to the Company pursuant to the Offer will be a taxable transaction for United States federal income tax purposes and may also be a taxable transaction under applicable state, local and foreign tax laws. The United States federal income tax consequences to a stockholder may vary depending upon the stockholder's particular facts and circumstances. Under Section 302 of the Code, the surrender of Shares by a stockholder to the Company pursuant to the Offer will be treated as a "sale or exchange" of such Shares for United States federal income tax purposes (rather than as a distribution by the Company with respect to the Shares held by the tendering stockholder) if the receipt of cash upon such surrender (i) is "substantially disproportionate" with respect to the stockholder, (ii) results in a "complete redemption" of the stockholder's interest in the Company, or (iii) is "not essentially equivalent to a dividend" with respect to the stockholder (each as described below). If any of the above three tests is satisfied, and the surrender of the Shares is therefore treated as a "sale or exchange" of such Shares for United States federal income tax purposes, the tendering stockholder will recognize gain or loss equal to the difference between the amount of cash received by the stockholder and the stockholder's tax basis in the Shares surrendered pursuant to the Offer. Any such gain or loss will be capital gain or loss, and will be long term capital gain or loss if the Shares have been held for more than one year. 16 20 If none of the above three tests is satisfied, the tendering stockholder will be treated as having received a distribution by the Company with respect to such stockholder's Shares in an amount equal to the cash received by the stockholder pursuant to the Offer. The distribution will be treated as a dividend taxable as ordinary income to the extent of the Company's current or accumulated earnings and profits for tax purposes. The amount of the distribution in excess of the Company's current or accumulated earnings and profits will be treated as a return of the stockholder's tax basis in the Shares, and then as gain from the sale or exchange of such Shares. The tendering stockholder's basis in the Shares surrendered pursuant to the Offer generally will be added to such stockholder's basis in his or her remaining Shares, if any. Constructive Ownership. In determining whether any of the three tests under Section 302 of the Code is satisfied, stockholders must take into account not only the Shares that are actually owned by the stockholder, but also Shares that are constructively owned by the stockholder within the meaning of Section 318 of the Code. Under Section 318 of the Code, a stockholder may constructively own Shares actually owned, and in some cases constructively owned, by certain related individuals or entities and Shares that the stockholder has the right to acquire by exercise of an option or by conversion. Proration. Contemporaneous dispositions or acquisitions of Shares by a stockholder or related individuals or entities may be deemed to be part of a single integrated transaction and may be taken into account in determining whether any of the three tests under Section 302 of the Code has been satisfied. Each stockholder should be aware that because proration may occur in the Offer, even if all the Shares actually and constructively owned by a stockholder are tendered pursuant to the Offer, fewer than all of such Shares may be purchased by the Company. Thus, proration may affect whether the surrender by a stockholder pursuant to the Offer will meet any of the three tests under Section 302 of the Code. See Section 6 for information regarding each stockholder's option to make a conditional tender of a minimum number of Shares. A stockholder should consult his or her own tax advisor regarding whether to make a conditional tender of a minimum number of Shares, and the appropriate calculation thereof. Section 302 Tests. The receipt of cash by a stockholder will be "substantially disproportionate" if the percentage of the outstanding Shares and other voting stock in the Company actually and constructively owned by the stockholder immediately following the surrender of Shares pursuant to the Offer is less than 80% of the percentage of the outstanding Shares and other voting stock actually and constructively owned by such stockholder immediately before the sale of Shares pursuant to the Offer. Stockholders should consult their tax advisors with respect to the application of the "substantially disproportionate" test to their particular situation. The receipt of cash by a stockholder will be a "complete redemption" if either (i) the stockholder owns no stock in the Company either actually or constructively immediately after the Shares are surrendered pursuant to the Offer, or (ii) the stockholder actually owns no stock in the Company immediately after the surrender of Shares pursuant to the Offer and, with respect to stock constructively owned by the stockholder immediately after the Offer, the stockholder is eligible to waive (and effectively waives) constructive ownership of all such stock under procedures described in Section 302(c) of the Code. Even if the receipt of cash by a stockholder fails to satisfy the "substantially disproportionate" test or the "complete redemption" test, a stockholder may nevertheless satisfy the "not essentially equivalent to a dividend" test if the stockholder's surrender of Shares pursuant to the Offer results in a "meaningful reduction" in the stockholder's interest in the Company. Whether the receipt of cash by a stockholder will be "not essentially equivalent to a dividend" will depend upon the individual stockholder's facts and circumstances. The IRS has indicated in published rulings that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a "meaningful reduction." Stockholders expecting to rely upon the "not essentially equivalent to a dividend" test should consult their own tax advisors as to its application in their particular situation. 17 21 Corporate Stockholder Dividend Treatment. If a sale of Shares by a corporate stockholder is treated as a dividend, the corporate stockholder may be entitled to claim a deduction equal to 70% of the dividend under Section 243 of the Code, subject to applicable limitations. Corporate stockholders should, however, consider the effect of Section 246(c) of the Code, which disallows the 70% dividends-received deduction with respect to stock that is held for 45 days or less. For this purpose, the length of time a taxpayer is deemed to have held stock may be reduced by periods during which the taxpayer's risk of loss with respect to the stock is diminished by reason of the existence of certain options or other transactions. Moreover, under Section 246A of the Code, if a corporate stockholder has incurred indebtedness directly attributable to an investment in Shares, the 70% dividends-received deduction may be reduced. In addition, amounts received by a corporate stockholder pursuant to the Offer that are treated as a dividend may constitute an "extraordinary dividend" under Section 1059 of the Code. Generally, an "extraordinary dividend" is a dividend that (i) equals or exceeds 10% of the stockholder's basis in the Shares (treating all dividends having ex-dividend sales within an 85-day period as a single dividend) or (ii) exceeds 20% of the stockholder's adjusted basis in the Shares (treating all dividends having ex-dividend sales within a 365-day period as a single dividend). Accordingly, if applicable, a corporate stockholder would be required under Section 1059(a) of the Code to reduce its basis (but not below zero) in its Shares by the non-taxed portion of the dividend (i.e., the portion of the dividend for which a deduction is allowed), and if such portion exceeds the stockholder's tax basis for its Shares, to treat the excess as gain from the sale of such Shares in the year in which a sale or disposition of such Shares occurs (which, in certain circumstances, may be the year in which Shares are sold pursuant to the Offer). Corporate stockholders also should be aware that legislation is pending in Congress which, if enacted in its current form, would generally require immediate gain recognition whenever the basis of stock with respect to which any extraordinary dividend was received is reduced below zero. It is impossible to predict whether this or similar legislation will be enacted. Additional Tax Considerations. The distinction between long-term capital gains and ordinary income is relevant because, in general, individuals currently are subject to taxation at a reduced rate on their "net capital gain" (i.e., the excess of net long-term capital gains over net short-term capital losses) for the year. Legislation is currently pending in Congress that, if enacted, would substantially reduce the tax rate applicable to net capital gains of individuals and corporations. It is impossible to predict whether such legislation will be enacted. Stockholders are urged to consult their own tax advisors regarding any possible impact on their obligation to make estimated tax payments as a result of the recognition of any capital gain (or the receipt of any ordinary income) caused by the surrender of any Shares to the Company pursuant to the Offer. Foreign Stockholders. The Company will withhold United States federal income tax at a rate of 30% from gross proceeds paid pursuant to the Offer to a foreign stockholder or his agent, unless the Company determines that a reduced rate of withholding is applicable pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business by the foreign stockholder within the United States. For this purpose, a foreign stockholder is any stockholder that is not (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States, or (iii) an estate or trust the income of which is subject to United States federal income taxation regardless of its source. Without definite knowledge to the contrary, the Company will determine whether a stockholder is a foreign stockholder by reference to the stockholder's address. A foreign stockholder may be eligible to file for a refund of such tax or a portion of such tax if such stockholder (i) meets the "complete redemption," "substantially disproportionate" or "not essentially equivalent to a dividend" tests described above, (ii) is entitled to a reduced rate of withholding pursuant to a treaty and the Company withheld at a higher rate, or (iii) is otherwise able to establish that no tax or a reduced amount of tax was 18 22 due. In order to claim an exemption from withholding on the ground that gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business by a foreign stockholder within the United States or that the foreign stockholder is entitled to the benefits of a tax treaty, the foreign stockholder must deliver to the Depositary (or other person who is otherwise required to withhold United States tax) a properly executed statement claiming such exemption or benefits. Such statements may be obtained from the Depositary. Foreign stockholders are urged to consult their own tax advisors regarding the application of United States federal income tax withholding, including eligibility for a withholding tax reduction or exemption and the refund procedures. Backup Withholding. See Section 3 with respect to the application of the United States federal income tax backup withholding. THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT APPLY TO SHARES ACQUIRED IN CONNECTION WITH THE EXERCISE OF STOCK OPTIONS OR PURSUANT TO OTHER COMPENSATION ARRANGEMENTS WITH THE COMPANY. THE TAX CONSEQUENCES OF A SALE PURSUANT TO THE OFFER MAY VARY DEPENDING UPON, AMONG OTHER THINGS, THE PARTICULAR CIRCUMSTANCES OF THE TENDERING STOCKHOLDER. NO INFORMATION IS PROVIDED HEREIN AS TO THE STATE, LOCAL OR FOREIGN TAX CONSEQUENCES OF THE TRANSACTION CONTEMPLATED BY THE OFFER. STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF TENDERING SHARES PURSUANT TO THE OFFER AND THE EFFECT OF THE STOCK OWNERSHIP ATTRIBUTION RULES DESCRIBED ABOVE. 14. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS The Company expressly reserves the right, in its sole discretion and at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary and making a public announcement thereof. There can be no assurance, however, that the Company will exercise its right to extend the Offer. During any such extension, all Shares previously tendered will remain subject to the Offer, except to the extent that such Shares may be withdrawn as set forth in Section 4. The Company also expressly reserves the right, in its sole discretion, (i) to terminate the Offer and not accept for payment any Shares not theretofore accepted for payment or, subject to Rule 13-4(f)(5) under the Exchange Act, which requires the Company either to pay the consideration offered or to return the Shares tendered promptly after the termination or withdrawal of the Offer, to postpone payment for Shares upon the occurrence of any of the conditions specified in Section 7 hereof by giving oral or written notice of such termination to the Depositary and making a public announcement thereof and (ii) at any time, or from time to time, to amend the Offer in any respect. Amendments to the Offer may be effected by public announcement. Without limiting the manner in which the Company may choose to make public announcement of any extension, termination or amendment, the Company shall have no obligation (except as otherwise required by applicable law) to publish, advertise or otherwise communicate any such public announcement, other than by making a release to the Dow Jones News Service, except in the case of an announcement of an extension of the Offer, in which case the Company shall have no obligation to publish, advertise or otherwise communicate such announcement other than by issuing a notice of such extension by press release or other public announcement, which notice shall be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Material changes to information previously provided to holders of the Shares in this Offer or in documents furnished subsequent thereto will be disseminated to holders of Shares in compliance with Rule 13e-4(e)(2) promulgated by the Commission under the Exchange Act. If the Company materially changes the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Company will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(2) under the Exchange Act. Those rules require that the minimum period during which an offer must remain open following material changes in the terms of the offer or 19 23 information concerning the offer (other than a change in price, change in dealer's soliciting fee or change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. In a published release, the Commission has stated that in its view, an offer should remain open for a minimum of five business days from the date that notice of such a material change is first published, sent or given. The Offer will continue or be extended for at least ten business days from the time the Company publishes, sends or gives to holders of Shares a notice that it will (a) increase or decrease the price it will pay for Shares or the amount of the Dealer Managers' soliciting fee or (b) increase (except for an increase not exceeding 2% of the outstanding Shares) or decrease the number of Shares it seeks. 15. FEES AND EXPENSES Goldman, Sachs & Co. will act as Dealer Managers for the Company in connection with the Offer. The Company has agreed to pay the Dealer Managers, upon acceptance for payment of Shares pursuant to the Offer, an advisory fee of $250,000 plus $.08 per Share purchased by the Company pursuant to the Offer. The Dealer Managers will also be indemnified against certain liabilities, including liabilities under the federal securities laws, in connection with the Offer. The Dealer Managers have rendered, are currently rendering and are expected to continue to render various investment banking and other advisory services to the Company. They have received, and will continue to receive, customary compensation from the Company for such services. The Company has retained First Interstate Bank of California as Depositary and D.F. King & Co., Inc. as Information Agent in connection with the Offer. The Information Agent may contact stockholders by mail, telephone, telex, telegraph and personal interviews, and may request brokers, dealers and other nominee stockholders to forward materials relating to the Offer to beneficial owners. The Depositary and the Information Agent will receive reasonable and customary compensation for their services and will also be reimbursed for certain out-of-pocket expenses. The Company has agreed to indemnify the Depositary and the Information Agent against certain liabilities, including certain liabilities under the federal securities laws, in connection with the Offer. Neither the Information Agent nor the Depositary has been retained to make solicitations or recommendations in connection with the Offer. The Company will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Shares pursuant to the Offer (other than the fee of the Dealer Managers). The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and customary handling and mailing expenses incurred by them in forwarding materials relating to the Offer to their customers. 16. MISCELLANEOUS The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. Certain information as of particular dates concerning the Company's directors and officers, their remuneration, options granted to them, the principal holders of the Company's securities and any material interest of such persons in transactions with the Company is filed with the Commission. The Company has also filed an Issuer Tender Offer Statement on Schedule 13E-4 with the Commission, which includes certain additional information relating to the Offer. Such reports, as well as such other material, may be inspected and copies may be obtained at the Commission's public reference facilities at 450 Fifth Street, N.W., Washington, D.C., and should also be available for inspection and copying at the regional offices of the Commission located at 7 World Trade Center, 13th Floor, New York, New York 10048, and Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material may be obtained by mail, upon payment of the Commission's customary fees, from the Commission's Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. Such reports, proxy statements and other information also should be available for inspection at the offices of the NYSE, 20 Broad Street, New York, New York. The Company's Schedule 13E-4 may not be available at the Commission's regional offices. 20 24 The Offer is being made to all holders of Shares. The Company is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to a valid state statute. If the Company becomes aware of any valid state statute prohibiting the making of the Offer, the Company will make a good faith effort to comply with such statute. If, after such good faith effort, the Company cannot comply with such statute, the Offer will not be made to, nor will tenders be accepted from or on behalf of, holders of Shares in such state. In those jurisdictions whose securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdictions. THE TIMES MIRROR COMPANY November 29, 1995 21 25 SCHEDULE A CERTAIN TRANSACTIONS INVOLVING SHARES The Company has made the following purchases of Shares during the 40 business-day period preceding the commencement of the Offer on the dates, in the amounts and at the prices indicated below. Such purchases were effected on the NYSE.
AVERAGE PRICE TRADE DATE PER SHARE NO. OF SHARES - -------------------- ------------- ------------- October 4, 1995 $ 24.13 40,000 October 5, 1995 24.13 2,600 October 6, 1995 24.13 7,200 October 9, 1995 24.13 400 October 11, 1995 24.25 198,100 October 30, 1995 24.00 2,500 October 31, 1995 24.00 20,300 November 3, 1995 24.00 113,500 November 6, 1995 24.00 900 November 7, 1995 24.00 5,000 November 8, 1995 24.00 66,200 November 14, 1995 24.13 72,600 November 15, 1995 24.13 1,500 November 16, 1995 24.75 38,100 November 17, 1995 24.74 7,500 November 20, 1995 24.75 16,200 November 21, 1995 24.63 1,200
S-1 26 The Dealer Managers for the Offer are: GOLDMAN, SACHS & CO. 85 Broad Street, New York, New York 10004 Telephone: (212) 902-1000 (call collect) Telephone: (800) 323-5678 (toll-free) Any questions concerning the terms of the Offer may be directed to the Dealer Managers. The Information Agent for the Offer is: D.F. KING & CO., INC. 77 Water Street, New York, New York 10005 Telephone: (212) 269-5550 (call collect) Telephone: (800) 848-3094 (toll-free) Any questions concerning tender procedures or requests for additional copies of this Offer to Purchase, the Letter of Transmittal or other tender offer materials may be directed to the Information Agent. The Depositary for the Offer is: FIRST INTERSTATE BANK OF CALIFORNIA By Mail: Facsimile Transmission: First Interstate Bank of California (For Eligible Institutions Only) c/o Chemical/Mellon Shareholder Services (201) 296-4293 P.O. Box 817 Confirm by Telephone: Midtown Station (800) 522-6645 New York, New York 10018 By Overnight Delivery or By Hand: First Interstate Bank of California or First Interstate Bank of California 15828 Ventura Blvd., Suite 670 120 Broadway, 13th Floor Encino, California 91436-2946 New York, New York 10271
Any questions concerning tender procedures may be directed to the Depositary at (800) 522-6645. November 29, 1995 EX-99.(A)(2) 3 FORM OF LETTER OF TRANSMITTAL 1 EXHIBIT 99.(a)(2) THE TIMES MIRROR COMPANY LETTER OF TRANSMITTAL TO ACCOMPANY SHARES OF CONVERSION PREFERRED STOCK, SERIES B OF THE TIMES MIRROR COMPANY TENDERED PURSUANT TO THE OFFER TO PURCHASE DATED NOVEMBER 29, 1995 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 27, 1995, UNLESS THE OFFER IS EXTENDED. TO: FIRST INTERSTATE BANK OF CALIFORNIA, DEPOSITARY By Mail: By Hand or By Overnight Courier: By Facsimile: First Interstate Bank of California First Interstate Bank of (201) 296-4293 c/o Chemical/Mellon Shareholder California (For Eligible Institutions Only) Services 15828 Ventura Blvd., Suite 670 P.O. Box 817 Encino, CA 91436-2946 Confirm by Telephone: Midtown Station or New York, NY 10018 First Interstate Bank of (800) 522-6645 California 120 Broadway, 13th Floor New York, NY 10271
DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4) - ----------------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) SHARES TENDERED ON CERTIFICATE(S) (ATTACH ADDITIONAL LIST IF NECESSARY) - -----------------------------------------------------------------------------------------
TOTAL NUMBER OF SHARES NUMBER OF CERTIFICATE REPRESENTED BY SHARES NUMBER(S)* CERTIFICATE(S)* TENDERED** ------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ ------------------------------------------------------ TOTAL SHARES - -----------------------------------------------------------------------------------------
* Need not be completed by stockholders tendering by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the Depositary are being tendered. See Instruction 4. DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED. This Letter of Transmittal is to be used if certificates are to be forwarded herewith or if delivery of Shares (as defined below) is to be made by book-entry transfer to the Depositary's account at The Depository Trust Company ("DTC"), Midwest Securities Trust Company ("MSTC") or Philadelphia Depository Trust Company ("PDTC") (hereinafter collectively referred to as the "Book-Entry Transfer Facilities") pursuant to the procedures set forth in Section 3 of the Offer to Purchase (as defined below). This Letter of Transmittal may not be used for Shares credited to accounts in the Savings Plan (as defined in the Offer to Purchase). See Instruction 13. Stockholders who cannot deliver their Shares and all other documents required hereby to the Depositary by the Expiration Date (as defined in the Offer to Purchase) must tender their Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2. Delivery of documents to the Company or to a Book-Entry Transfer Facility does not constitute a valid delivery. 2 (BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY) - -------------------------------------------------------------------------------- / / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING: Name of Tendering Institution -------------------------------------------- Check Applicable Box: / / DTC / / MSTC / / PDTC Account No. -------------------------------------------------------------- Transaction Code No. ----------------------------------------------------- - -------------------------------------------------------------------------------- / / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Stockholder(s) ------------------------------------- Date of Execution of Notice of Guaranteed Delivery ----------------------- Name of Institution that Guaranteed Delivery ----------------------------- If delivery is by book-entry transfer: Name of Tendering Institution -------------------------------------------- Check Applicable Box: / / DTC / / MSTC / / PDTC Account No. -------------------------------------------------------------- Transaction Code No. ----------------------------------------------------- - -------------------------------------------------------------------------------- NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: The undersigned hereby tenders to The Times Mirror Company, a Delaware corporation (the "Company"), the above-described shares of its Conversion Preferred Stock, Series B, par value $1.00 per share (the "Shares"), at a price per Share hereinafter set forth, pursuant to the Company's offer to purchase up to 3,250,000 Shares, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 29, 1995 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the "Offer"). Subject to, and effective upon, acceptance for payment of and payment for the Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to all the Shares that are being tendered hereby (and any and all other Shares or other securities issued or issuable in respect thereof on or after November 29, 1995 (collectively, "Distributions")) or orders the registration of such Shares tendered by book-entry transfer that are purchased pursuant to the Offer to or upon the order of the Company and irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares and all Distributions, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (a) deliver certificates for such Shares and all Distributions, or transfer ownership of such Shares and all Distributions on the account books maintained by any of the Book-Entry Transfer Facilities, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Company upon receipt by the Depositary, as the undersigned's agent, of the Purchase Price (as defined below) with respect to such Shares, (b) present certificates for such Shares and all Distributions for cancellation and transfer on the books of the Company and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and all Distributions, all in accordance with the terms of the Offer. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and all Distributions and that, when and to the extent the same are accepted for payment by the Company, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby and all Distributions. The undersigned hereby represents and warrants that the undersigned has read and agrees to all of the terms of the Offer. All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer, this tender is irrevocable. 3 The undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 2 or 3 of the Offer to Purchase and in the Instructions hereto will constitute the undersigned's acceptance of the terms and conditions of the Offer, including the undersigned's representation and warranty that (i) the undersigned has a net long position in the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and (ii) the tender of such Shares complies with Rule 14e-4. The Company's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer. The undersigned understands that the Company will determine a single per Share price (not greater than $26.50 nor less than $25.00 per Share) net to the seller in cash, without interest thereon, (the "Purchase Price") that it will pay for Shares validly tendered and not withdrawn pursuant to the Offer taking into account the number of Shares so tendered and the prices specified by tendering stockholders. The undersigned understands that the Company will select the lowest Purchase Price that will enable it to purchase 3,250,000 Shares (or such lesser number of Shares as are validly tendered and not withdrawn at prices not greater than $26.50 nor less than $25.00 per Share) pursuant to the Offer. The undersigned understands that all Shares properly tendered and not withdrawn at prices at or below the Purchase Price will be purchased at the Purchase Price, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions of the Offer, including its proration and conditional tender provisions, and that the Company will return all other Shares, including Shares tendered and not withdrawn at prices greater than the Purchase Price, Shares not purchased because of proration and Shares that were conditionally tendered and not accepted. The undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 2 or 3 of the Offer to Purchase and in the instructions hereto will constitute an agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer. The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, the Company may terminate or amend the Offer or may postpone the acceptance for payment of, or the payment for, Shares tendered or may not be required to purchase any of the Shares tendered hereby or may accept for payment fewer than all of the Shares tendered hereby. Unless otherwise indicated under "Special Payment Instructions," please issue the check for the purchase price of any Shares purchased, and/or return any Shares not tendered or not purchased, in the name(s) of the undersigned (and, in the case of Shares tendered by book-entry transfer, by credit to the account at the Book-Entry Transfer Facility designated above). Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the purchase price of any Shares purchased and/or any certificates for Shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s). In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the check for the purchase price of any Shares purchased and/or return any Shares not tendered or not purchased in the name(s) of, and mail said check and/or any certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation, pursuant to the "Special Payment Instructions," to transfer any Shares from the name of the registered holder(s) thereof if the Company does not accept for payment any of the Shares so tendered. - -------------------------------------------------------------------------------- PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED (SEE INSTRUCTION 5) - -------------------------------------------------------------------------------- CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS BELOW), THERE IS NO VALID TENDER OF SHARES. - -------------------------------------------------------------------------------- / / $25.000 / / $25.125 / / $25.250 / / $25.375 / / $25.500 / / $25.625 / / $25.750 / / $25.875 / / $26.000 / / $26.125 / / $26.250 / / $26.375 / / $26.500
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ODD LOTS (SEE INSTRUCTION 9) - -------------------------------------------------------------------------------- This section is to be completed ONLY if Shares are being tendered by or on behalf of a person owning beneficially, as of the close of business on November 28, 1995, and who continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares excluding Shares held in the Savings Plan (as such term is defined in the Offer to Purchase). The undersigned either (check one box): / / was the beneficial owner as of the close of business on November 28, 1995, and continues to be the beneficial owner as of the Expiration Date, of an aggregate of fewer than 100 Shares (excluding Shares held in the Savings Plan), all of which are being tendered, or / / is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owners thereof, Shares with respect to which it is the record owner, and (ii) believes, based upon representations made to it by each such beneficial owner, that such beneficial owner owned beneficially as of the close of business on November 28, 1995, and continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares (excluding Shares held in the Savings Plan), and is tendering all of such Shares. If you do not wish to specify a purchase price, check the following box, in which case you will be deemed to have tendered at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share in the box entitled "Price (In Dollars) Per Share At Which Shares Are Being Tendered" in this Letter of Transmittal). / / - -------------------------------------------------------------------------------- 4 ==================================================== ================================================== SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 6, 7 AND 8) (SEE INSTRUCTIONS 6, 7 AND 8) To be completed ONLY if the check for the purchase To be completed ONLY if the check for the purchase price of Shares purchased and/or certificates for price of Shares purchased and/or certificates for Shares not tendered or not purchased are to be Shares not tendered or not purchased are to be issued in the name of someone other than the mailed to someone other than the undersigned or to undersigned. the undersigned at an address other than that shown below the undersigned's signature(s). Issue / / check and/or / / certificate(s) to: Mail / / check and/or / / certificate(s) to: Name Name -------------------------------------------- --------------------------------------------- (PLEASE PRINT) (PLEASE PRINT) Address Address ----------------------------------------- ------------------------------------------ ----------------------------------------- ------------------------------------------ ----------------------------------------- ------------------------------------------ (INCLUDE ZIP CODE) (INCLUDE ZIP CODE) - ---------------------------------------------------- (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.) ==================================================== ==================================================
- -------------------------------------------------------------------------------- CONDITIONAL TENDER A tendering stockholder may condition his or her tender of Shares upon the purchase by the Company of a specified minimum number of the Shares tendered hereby, all as described in the Offer to Purchase, particularly in Section 6 thereof. Unless at least such minimum number of Shares is purchased by the Company pursuant to the terms of the Offer, none of the Shares tendered hereby will be purchased. It is the tendering stockholder's responsibility to calculate such minimum number of Shares, and each stockholder is urged to consult his or her own tax advisor. Unless this box has been completed and a minimum specified, the tender will be deemed unconditional. Minimum number of Shares that must be purchased, if any are purchased: ------------ Shares - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SIGN HERE (PLEASE COMPLETE SUBSTITUTE FORM W-9 INCLUDED IN THIS LETTER OF TRANSMITTAL) - -------------------------------------------------------------------------------- Signature(s) of Owner(s) - -------------------------------------------------------------------------------- Dated , 1995 ----------------------- Name(s) ------------------------------------------------------------------------ (Please Print) - -------------------------------------------------------------------------------- Capacity (full title) ---------------------------------------------------------- Address ------------------------------------------------------------------------ (Include Zip Code) Area Code and Telephone No. ---------------------------------------------------- (Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 6.) GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 6) Name of Firm ------------------------------------------------------------------- Authorized Signature ----------------------------------------------------------- Dated , 1995 ----------------------- - -------------------------------------------------------------------------------- 5 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a firm that is a member of a registered national securities exchange or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company having an office or correspondent in the United States which is a participant in an approved Signature Guarantee Medallion Program (an "Eligible Institution"). Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered holder(s) of the Shares (which term, for purposes of this document, shall include any participant in one of the Book-Entry Transfer Facilities whose name appears on a security position listing as the owner of Shares) tendered herewith and such holder(s) have not completed the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on this Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instruction 6. 2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be used either if certificates are to be forwarded herewith or if delivery of Shares is to be made by book-entry transfer pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Certificates for all physically delivered Shares, or a confirmation of a book-entry transfer into the Depositary's account at one of the Book-Entry Transfer Facilities of all Shares delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal on or prior to the Expiration Date (as defined in the Offer to Purchase). Stockholders whose certificates are not immediately available, who cannot deliver their Shares and all other required documents to the Depositary or who cannot complete the procedure for delivery by book-entry transfer prior to the Expiration Date may tender their Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Company (with any required signature guarantees) must be received by the Depositary on or prior to the Expiration Date and (c) the certificates for all physically delivered Shares, or a confirmation of a book-entry transfer into the Depositary's account at one of the Book-Entry Transfer Facilities of all Shares delivered electronically, in each case together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by this Letter of Transmittal must be received by the Depositary within three New York Stock Exchange, Inc. trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Except as specifically permitted by Section 6 of the Offer to Purchase, no alternative or contingent tenders will be accepted. See Section 1 of the Offer to Purchase. By executing this Letter of Transmittal (or facsimile thereof), the tendering stockholder waives any right to receive any notice of the acceptance for payment of the Shares. 3. INADEQUATE SPACE. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule attached hereto. 4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER). If fewer than all the Shares represented by any certificate delivered to the Depositary are to be tendered, fill in the number of Shares that are to be tendered in the box entitled "Number of Shares Tendered." In such case, a new certificate for the remainder of the Shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the "Special Payment Instructions" or "Special Delivery Instructions" boxes on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares to be validly tendered, the stockholder must check the box indicating the price per Share at which he or she is tendering Shares under "Price (In Dollars) Per Share at Which Shares Are Being Tendered" in this Letter of Transmittal, except that any stockholder who owned beneficially as of the close of business on November 28, 1995, and continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares (excluding Shares held in the Savings Plan), may check the box above in the section entitled "Odd Lots" indicating that such stockholder is tendering all Shares at the Purchase Price determined by the Company. Only one box may be checked. If more than one box is checked or if no box is checked (except as provided in the Odd Lots box and this Instruction 5), there is no valid tender of Shares. A stockholder wishing to tender portions of his or her Share holdings at different prices must complete a separate Letter of Transmittal for each price at which he or she wishes to tender each such portion of his or her Shares. The same Shares cannot be tendered (unless previously validly withdrawn as provided in Section 4 of the Offer to Purchase) at more than one price. 6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Shares hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Shares hereby is held of record by two or more persons, all such persons must sign this Letter of Transmittal. If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made to, or Shares not tendered or not purchased are to be registered in the name of, any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1. 6 If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, certificates evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1. If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of the authority of such person so to act must be submitted. 7. STOCK TRANSFER TAXES. The Company will pay or cause to be paid any stock transfer taxes with respect to the sale and transfer of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or Shares not tendered or not purchased are to be registered in the name of, any person other than the registered holder(s), or if tendered Shares are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. See Section 5 of the Offer to Purchase. EXCEPT AS PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE CERTIFICATES REPRESENTING SHARES TENDERED HEREBY. 8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the purchase price of any Shares purchased is to be issued in the name of, and/or any Shares not tendered or not purchased are to be returned to, a person other than the person(s) signing this Letter of Transmittal or if the check and/or any certificates for Shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to an address other than that shown above in the box captioned "Description of Shares Tendered," then the boxes captioned "Special Payment Instructions" and/or "Special Delivery Instructions" on this Letter of Transmittal should be completed. Stockholders tendering Shares by book-entry transfer will have any Shares not accepted for payment returned by crediting the account maintained by such stockholder at the Book-Entry Transfer Facility from which such transfer was made. 9. ODD LOTS. As described in the Offer to Purchase, if fewer than all Shares validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date are to be purchased, the Shares purchased first will consist of all Shares tendered by any stockholder who owned beneficially as of the close of business on November 28, 1995, and continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares (excluding Shares held in the Savings Plan) and who validly and unconditionally tendered all such Shares at or below the Purchase Price (including by not designating a purchase price as described above). Shares held in the Savings Plan will be subject to any proration, even if such Shares are owned by a person who beneficially owned fewer than 100 Shares held in the Savings Plan as of the close of business on such date. Partial or conditional tenders of Shares will not qualify for this preference. This preference will not be available unless the box captioned "Odd Lots" in this Letter of Transmittal and the Notice of Guaranteed Delivery, if any, is completed. 10. SUBSTITUTE FORM W-9 AND FORM W-8. The tendering stockholder is required to provide the Depositary with either a correct Taxpayer Identification Number ("TIN") on Substitute Form W-9, which is provided under "Important Tax Information" below, or a properly completed Form W-8. Failure to provide the information on either Substitute Form W-9 or Form W-8 may subject the tendering stockholder to 31% federal income tax backup withholding on the payment of the purchase price. The box in Part 2 of Substitute Form W-9 may be checked if the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future. If the box in Part 2 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold 31% on all payments of the purchase price thereafter until a TIN is provided to the Depositary. 11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests for assistance may be directed to the Information Agent or the Dealer Managers at their respective telephone numbers and addresses listed below. Requests for additional copies of the Offer to Purchase, this Letter of Transmittal or other tender offer materials may be directed to the Information Agent or the Dealer Managers and such copies will be furnished promptly at the Company's expense. Stockholders may also contact their local broker, dealer, commercial bank or trust company for assistance concerning the Offer. 12. IRREGULARITIES. All questions as to the Purchase Price, the form of documents, and the validity, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Company, in its sole discretion, and its determination shall be final and binding. The Company reserves the absolute right to reject any or all tenders of Shares that it determines are not in proper form or the acceptance for payment of or payment for Shares that may, in the opinion of the Company's counsel, be unlawful. Except as otherwise provided in the Offer to Purchase, the Company also reserves the absolute right to waive any of the conditions to the Offer or any defect or irregularity in any tender of Shares and the Company's interpretation of the terms and conditions of the Offer (including these instructions) shall be final and binding. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Dealer Managers, the Depositary, the Information Agent or any other person shall be under any duty to give notice of any defect or irregularity in tenders, nor shall any of them incur any liability for failure to give any such notice. Tenders will not be deemed to have been made until all defects and irregularities have been cured or waived. 13. SAVINGS PLAN. Participants in the Savings Plan may not use this Letter of Transmittal to direct the tender of Shares credited to a participant's account, but must use the separate election form sent to them by the Company. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF) TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE EXPIRATION DATE. IMPORTANT TAX INFORMATION Under federal income tax law, a stockholder whose tendered Shares are accepted for payment is required to provide the Depositary (as payer) with such stockholder's correct TIN on Substitute Form W-9 below. If such stockholder is an individual, the TIN is his or her social security number. For businesses and other entities, the number is the employer identification number. If the Depositary is not provided with the correct TIN or properly completed Form W-8, the stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such stockholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding. 7 Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to these backup withholding and reporting requirements. In order for a noncorporate foreign stockholder to qualify as an exempt recipient, that stockholder must complete and sign a Form W-8, Certificate of Foreign Status, attesting to that stockholder's exempt status. The Form W-8 can be obtained from the Depositary. Exempt stockholders, other than noncorporate foreign stockholders, should furnish their TIN, write "Exempt" on the face of the Substitute Form W-9 below and sign, date and return the Substitute Form W-9 to the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. If federal income tax backup withholding applies, the Depositary is required to withhold 31% of any payments made to the stockholder. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of the tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained. PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8 To avoid backup withholding on payments that are made to a stockholder with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary of his or her correct TIN by completing the Substitute Form W-9 included in this Letter of Transmittal certifying that the TIN provided on Substitute Form W-9 is correct and that (1) the stockholder has not been notified by the Internal Revenue Service that he or she is subject to federal income tax backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue Service has notified the stockholder that he or she is no longer subject to federal income tax backup withholding. Foreign stockholders must submit a properly completed Form W-8 in order to avoid the applicable backup withholding; provided, however, that backup withholding will not apply to foreign stockholders subject to 30% (or lower treaty rate) withholding on gross payments received pursuant to the Offer. WHAT NUMBER TO GIVE THE DEPOSITARY The stockholder is required to give the Depositary the social security number or employer identification number of the registered owner of the Shares. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. 8 PAYER'S NAME: FIRST INTERSTATE BANK OF CALIFORNIA - -------------------------------------------------------------------------------------------------------------------------- PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT TIN RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. ------------------------------- Social Security Number or Employer Identification Number ---------------------------------------------- PART 2: For Payees exempt from NAME (Please Print) backup withholding, see the Important Tax Information above ---------------------------------------------- and Guidelines for Certification of Taxpayer ---------------------------------------------- Identification Number on SUBSTITUTE ADDRESS Substitute Form W-9 enclosed FORM W-9 herewith and complete as instructed herein. DEPARTMENT OF THE TREASURY INTERNAL ---------------------------------------------- REVENUE SERVICE CITY STATE ZIP CODE Awaiting TIN / / PAYOR'S REQUEST FOR TAXPAYER IDENTIFICATION ---------------------------------------------------------------------------------------- NUMBER (TIN) AND PART 3 -- CERTIFICATION-UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT (1) the number CERTIFICATION shown on this form is my correct taxpayer identification number (or a TIN has not been issued to me but I have mailed or delivered an application to receive a TIN or intend to do so in the near future), (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or the IRS has notified me that I am no longer subject to backup withholding, and (3) all other information provided on this form is true, correct and complete. SIGNATURE DATE -------------------------------------- ------------------------------ You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. ---------------------------------------------------------------------------------------- NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9. - --------------------------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all payments of the purchase price made to me thereafter will be withheld until I provide a number. Signature Date ----------------------------- ------------------------------ THE INFORMATION AGENT: D.F. KING & CO., INC. 77 WATER STREET NEW YORK, NEW YORK 10005 BANKS AND BROKERS CALL COLLECT: (212) 269-5550 ALL OTHERS CALL TOLL FREE: 1-800-848-3094 THE DEALER MANAGERS: GOLDMAN, SACHS & CO. 85 BROAD STREET NEW YORK, NEW YORK 10004 (212) 902-1000 (CALL COLLECT) (800) 323-5678 (TOLL-FREE) 9 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE. PURPOSE OF FORM. -- A person who is required to file an information return with the IRS must obtain your correct TIN to report income paid to you, real estate transactions, mortgage interest you paid, the acquisition or abandonment of secured property, or contributions you made to an IRA. Use Form W-9 to furnish your correct TIN to the requester (the person asking you to furnish your TIN) and, when applicable, (1) to certify that the TIN you are furnishing is correct (or that you are waiting for a number to be issued), (2) to certify that you are not subject to backup withholding, and (3) to claim exemption from backup withholding if you are an exempt payee. Furnishing your correct TIN and making the appropriate certifications will prevent certain payments from being subject to backup withholding. NOTE: If a requester gives you a form other than a W-9 to request your TIN, you must use the requester's form. HOW TO OBTAIN A TIN. -- If you do not have a TIN, apply for one immediately. To apply, get Form SS-5, Application for a Social Security Card (for individuals), from your local office of the Social Security Administration, or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), from your local IRS office. To complete Form W-9 if you do not have a TIN, write "Applied for" in the space for the TIN in Part I (or check box 2 of Substitute Form W-9), sign and date the form, and give it to the requester. Generally, you must obtain a TIN and furnish it to the requester by the time of payment. If the requester does not receive your TIN by the time of payment, backup withholding, if applicable, will begin and continue until you furnish your TIN to the requester. NOTE: Writing "Applied for" (or checking box 2 of the Substitute Form W-9) on the form means that you have already applied for a TIN OR that you intend to apply for one in the near future. As soon as you receive your TIN, complete another Form W-9, include your TIN, sign and date the form, and give it to the requester. WHAT IS BACKUP WITHHOLDING? -- Persons making certain payments to you after 1992 are required to withhold and pay to the IRS 31% of such payments under certain conditions. This is called "backup withholding." Payments that could be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee compensation, and certain payments from fishing boat operators, but do not include real estate transactions. If you give the requester your correct TIN, make the appropriate certifications, and report all your taxable interest and dividends on your tax return, your payments will not be subject to backup withholding. Payments you receive will be subject to backup withholding if: (1) You do not furnish your TIN to the requester, or (2) The IRS notifies the requester that you furnished an incorrect TIN, or (3) You are notified by the IRS that you are subject to backup withholding because you failed to report all your interest and dividends on your tax return (for reportable interest and dividends only), or (4) You do not certify to the requester that you are not subject to backup withholding under 3 above (for reportable interest and dividend accounts opened after 1983 only), or (5) You do not certify your TIN. This applies only to reportable interest, dividend, broker, or barter exchange accounts opened after 1983, or broker accounts considered inactive in 1983. Except as explained in 5 above, other reportable payments are subject to backup withholding only if 1 or 2 above applies. Certain payees and payments are exempt from backup withholding and information reporting. See Payees and Payments Exempt From Backup Withholding, below, and Example Payees and Payments under Specific Instructions, below, if you are an exempt payee. PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING. -- The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except a corporation that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions, patronage dividends, and payments by certain fishing boat operators. (1) A corporation. (2) An organization exempt from tax under section 501(a), or an IRA, or a custodial account under section 403(b)(7). (3) The United States or any of its agencies or instrumentalities. (4) A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities. (5) A foreign government or any of its political subdivisions, agencies, or instrumentalities. (6) An international organization or any of its agencies or instrumentalities. (7) A foreign central bank of issue. (8) A dealer in securities or commodities required to register in the United States or a possession of the United States. (9) A futures commission merchant registered with the Commodity Futures Trading Commission. (10) A real estate investment trust. (11) An entity registered at all times during the tax year under the Investment Company Act of 1940. (12) A common trust fund operated by a bank under section 584(a). (13) A financial institution. (14) A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List. (15) A trust exempt from tax under section 664 or described in section 4947. Payments of dividend and patronage dividends generally not subject to backup withholding include the following: - - Payments to nonresident aliens subject to withholding under section 1441. - - Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident partner. - - Payments of patronage dividends not paid in money. - - Payments made by certain foreign organizations. Payments of interest generally not subject to backup withholding include the following: - - Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct TIN to the payer. - - Payments of tax-exempt interest (including exempt-interest dividends under section 852). - - Payments described in section 6049(b)(5) to nonresident aliens. - - Payments on tax-free covenant bonds under section 1451. - - Payments made by certain foreign organizations. - - Mortgage interest paid by you. Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A, and 6050N, and their regulations. PENALTIES FAILURE TO FURNISH TIN. -- If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Wilfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. MISUSE OF TINS. -- If the requester discloses or uses TINs in violation of Federal law, the requester may be subject to civil and criminal penalties. SPECIFIC INSTRUCTIONS NAME. -- If you are an individual, you must generally provide the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, please enter your first name, the last name shown on your social security card, and your new last name. If you are a sole proprietor, you must furnish your individual name and either your SSN or EIN. You may also enter your business name or "doing business as" name on the business name line. Enter your name(s) as shown on your social security card and/or as it was used to apply for your EIN on Form SS-4. SIGNING THE CERTIFICATION. (1) INTEREST, DIVIDEND, AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984 AND BROKER ACCOUNTS CONSIDERED ACTIVE DURING 1983. -- You are required to furnish your correct TIN, but you are not required to sign the certification. (2) INTEREST, DIVIDEND, BROKER, AND BARTER EXCHANGE ACCOUNTS OPENED AFTER 1983 AND BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983. -- You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. (3) REAL ESTATE TRANSACTIONS. -- You must sign the certification. You may cross out item 2 of the certification. (4) OTHER PAYMENTS. -- You are required to furnish your correct TIN, but you are not required to sign the certification unless you have been notified of an incorrect TIN. Other payments include payments made in the 10 course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services, payments to a nonemployee for services (including attorney and accounting fees), and payments to certain fishing boat crew members. (5) MORTGAGE INTEREST PAID BY YOU, ACQUISITION OR ABANDONMENT OF SECURED PROPERTY, OR IRA CONTRIBUTIONS. -- You are required to furnish your correct TIN, but you are not required to sign the certification. (6) EXEMPT PAYEES AND PAYMENTS. -- If you are exempt from backup withholding, you should complete this form to avoid possible erroneous backup withholding. Enter your correct TIN in Part I, write "EXEMPT" in the block in Part II, and sign and date the form. If you are a nonresident alien or foreign entity not subject to backup withholding, give the requester a complete Form W-8, Certificate of Foreign Status. (7) TIN "APPLIED FOR." -- Follow the instructions under How To Obtain a TIN, on page 1, and sign and date this form. SIGNATURE. -- For a joint account, only the person whose TIN is shown in Part I should sign. PRIVACY ACT NOTICE. -- Section 6109 requires you to furnish your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, or contributions you made to an IRA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a TIN to a payer. Certain penalties may also apply. WHAT NAME AND NUMBER TO GIVE THE REQUESTER - --------------------------------------------------------- FOR THIS TYPE OF ACCOUNT: GIVE NAME AND SOCIAL SECURITY NUMBER OF: - --------------------------------------------------------- 1. Individual The individual 2. Two or more individuals The actual owner of (joint account) the account or, if combined funds, the first individual on the account1 3. Custodian account of a minor The minor2 (Uniform Gift to Minors Act) 4. a. The usual revocable The grantor-trustee1 savings trust (grantor is also trustee) b. The so-called trust The actual owner1 account that is not a legal or valid trust under state law 5. Sole proprietorship The owner3 - --------------------------------------------------------- GIVE NAME AND FOR THIS TYPE OF ACCOUNT: EMPLOYER IDENTIFICATION NUMBER OF: - --------------------------------------------------------- 6. A valid trust, estate, or Legal entity4 pension trust 7. Corporate The corporation 8. Association, club, The organization religious, charitable, educational, or other tax-exempt organization 9. Partnership The partnership 10. A broker or registered The broker or nominee nominee 11. Account with the Department The public entity of Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agriculture program payments - ------------------------------------------------------------------ - ------------------------------------------------------------------
1 List first and circle the name of the person whose number you furnish. 2 Circle the minor's name and furnish the minor's Social Security Number. 3 Show your individual name. You may also enter your business name. You may use your Social Security Number or Employer Identification Number. 4 List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. EX-99.(A)(3) 4 FORM OF NOTICE OF GUARANTEED DELIVERY 1 EXHIBIT 99.(a)(3) THE TIMES MIRROR COMPANY NOTICE OF GUARANTEED DELIVERY OF SHARES OF CONVERSION PREFERRED STOCK, SERIES B This form, or a form substantially equivalent to this form, must be used to accept the Offer (as defined below) if certificates for the shares of Conversion Preferred Stock, Series B, of The Times Mirror Company are not immediately available, if the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all other documents required by the Letter of Transmittal to be delivered to the Depositary on or prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase defined below). Such form may be delivered by hand or transmitted by mail, or (for Eligible Institutions only) by facsimile transmission, to the Depositary. See Section 3 of the Offer to Purchase. THE ELIGIBLE INSTITUTION, WHICH COMPLETES THIS FORM, MUST COMMUNICATE THE GUARANTEE TO THE DEPOSITARY AND MUST DELIVER THE LETTER OF TRANSMITTAL AND CERTIFICATES FOR SHARES TO THE DEPOSITARY WITHIN THE TIME SHOWN HEREIN. FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE INSTITUTION. To: FIRST INTERSTATE BANK OF CALIFORNIA, Depositary By Mail: Facsimile Transmission: By Hand or By Overnight Courier: First Interstate Bank of California (201) 296-4293 First Interstate Bank of c/o Chemical/Mellon Shareholder (For Eligible California Services Institutions Only) 15828 Ventura Blvd., Suite 670 P.O. Box 817 Encino, California 91436-2946 Midtown Station Confirm by Telephone: or New York, NY 10018 First Interstate Bank of (800) 522-6645 California 120 Broadway, 13th Floor New York, NY 10271
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL. 2 Ladies and Gentlemen: The undersigned hereby tenders to The Times Mirror Company, a Delaware corporation (the "Company"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 29, 1995 (the "Offer to Purchase"), and the related Letter of Transmittal (which together constitute the "Offer"), receipt of which is hereby acknowledged, the number of shares of Conversion Preferred Stock, Series B, par value $1.00 per share (the "Shares"), of the Company listed below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. - -------------------------------------------- -------------------------------------------- Number of Shares Signature(s) - -------------------------------------------- -------------------------------------------- Certificate Nos.: (if available) Name(s) (Please Print) If shares will be tendered by book entry -------------------------------------------- transfer: Address - -------------------------------------------- -------------------------------------------- Name of Tendering Institution Area Code and Telephone Number Dated , 199 - -------------------------------------------- ----------------------------- --- Account No. at (check one) / / The Depository Trust Company / / Midwest Securities Trust Company / / Philadelphia Depository Trust Company
3 - -------------------------------------------------------------------------------- PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED - -------------------------------------------------------------------------------- CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX BELOW), OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES. - -------------------------------------------------------------------------------- / / $25.000 / / $25.125 / / $25.250 / / $25.375 / / $25.500 / / $25.625 / / $25.750 / / $25.875 / / $26.000 / / $26.125 / / $26.250 / / $26.375 / / $26.500
- -------------------------------------------------------------------------------- ----------------------------------- ------------------------------------- CONDITIONAL TENDER ODD LOTS UNLESS THIS BOX HAS BEEN COMPLETED To be completed ONLY if Shares are AND A MINIMUM SPECIFIED, THE TENDER being tendered by or on behalf of WILL BE DEEMED UNCONDITIONAL (see persons owning beneficially, as of Sections 6 and 13 of the Offer to the close of business on November Purchase). 28, 1995, and who continues to own beneficially as of the Expiration Minimum number of Shares that must Date, an aggregate of fewer than be purchased, if any are purchased: 100 Shares, excluding Shares held in the Savings Plan (as defined in Shares the Offer to Purchase). -------- The undersigned either (check one): / / was the beneficial owner as of the close of business on November 28, 1995, and continues to be the beneficial owner as of the Expiration Date, of an aggregate of fewer than 100 Shares, excluding Shares held in the Savings Plan, all of which are tendered, or / / is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owners thereof, Shares with respect to which it is the record owner, and (ii) believes, based upon representations made to it by each such beneficial owner, that such beneficial owner owned beneficially as of the close of business on November 28, 1995, and continues to own as of the Expiration Date, an aggregate of fewer than 100 Shares, excluding Shares held in the Savings Plan, and is tendering all of such Shares. If you do not wish to specify a purchase price, check the following box, in which case you will be deemed to have tendered at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share in the box entitled "Price (In Dollars) Per Share at Which Shares Are Being Tendered" above). / / - -------------------------------------------------------------------------------- 4 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm that is a member of a registered national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States which is a participant in an approved Signature Guarantee Medallion Program, guarantees (a) that the above-named person(s) has a net long position in the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, (b) that such tender of Shares complies with Rule 14e-4 and (c) to deliver to the Depositary at one of its addresses set forth above certificate(s) for the Shares tendered hereby, in proper form for transfer, or a confirmation of the book-entry transfer of the Shares tendered hereby into the Depositary's account at The Depository Trust Company, Midwest Securities Trust Company or Philadelphia Depository Trust Company, in each case together with a properly completed and duly executed Letter(s) of Transmittal (or facsimile(s) thereof), with any required signature guarantee(s) and any other required documents, all within three New York Stock Exchange, Inc. trading days after the date hereof. - ----------------------------------- ----------------------------------- Name of Firm Authorized Signature - ----------------------------------- ----------------------------------- Address Name (Please Print) - ----------------------------------- ----------------------------------- City, State, Zip Code Title - ----------------------------------- Area Code and Telephone Number Dated: , 1995 ----------------------- DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL. EX-99.(A)(4) 5 FORM OF LETTER TO BROKERS, DEALERS, ETC. 1 EXHIBIT 99.(a)(4) GOLDMAN, SACHS & CO. 85 BROAD STREET NEW YORK, NEW YORK 10004 THE TIMES MIRROR COMPANY OFFER TO PURCHASE FOR CASH UP TO 3,250,000 SHARES OF ITS CONVERSION PREFERRED STOCK, SERIES B THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 27, 1995, UNLESS THE OFFER IS EXTENDED. November 29, 1995 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: In our capacity as Dealer Managers, we are enclosing the material listed below relating to the offer of The Times Mirror Company, a Delaware corporation (the "Company"), to purchase up to 3,250,000 shares of its Conversion Preferred Stock, Series B, par value $1.00 per share (the "Shares"), at prices net to the seller in cash, without interest thereon, not greater than $26.50 nor less than $25.00 per Share, specified by tendering stockholders, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 29, 1995 (the "Offer to Purchase"), and in the related Letter of Transmittal (which together constitute the "Offer"). The Company will determine a single per share price (not greater than $26.50 nor less than $25.00 per Share) that it will pay for Shares validly tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), taking into consideration the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price that will enable it to purchase 3,250,000 Shares (or such lesser number of Shares, as are validly tendered and not withdrawn at prices not greater than $26.50 nor less than $25.00 per Share) pursuant to the Offer. The Company will purchase all Shares validly tendered at prices at or below the Purchase Price and not withdrawn on or prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase), upon the terms and subject to the conditions of the Offer, including the provisions relating to proration and conditional tenders described in the Offer to Purchase. The Purchase Price will be paid in cash, net to the seller, without interest thereon, with respect to all Shares purchased. Shares tendered at prices in excess of the Purchase Price, Shares not purchased because of proration and Shares that were conditionally tendered and not accepted will be returned. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. The Offer is, however, subject to other conditions. See Section 7 of the Offer to Purchase. We are asking you to contact your clients for whom you hold Shares registered in your name (or in the name of your nominee) or who hold Shares registered in their own names. Please bring the Offer to their attention as promptly as possible. The Company will, upon request, reimburse you for reasonable and customary handling and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. For your information and for forwarding to your clients, we are enclosing the following documents: 1. The Offer to Purchase. 2. The Letter of Transmittal for your use and for the information of your clients. 3. A letter to stockholders of the Company from the President and Chief Executive Officer of the Company. 4. The Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents cannot be delivered to the Depositary by the Expiration Date. 5. A letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space for obtaining such clients' instructions with regard to the Offer. 2 6. Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to backup federal income tax withholding. 7. A return envelope addressed to First Interstate Bank of California, the Depositary. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 27, 1995, UNLESS THE OFFER IS EXTENDED. The Company will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Shares pursuant to the Offer (other than the Dealer Managers). The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and customary handling and mailing expenses incurred by them in forwarding materials relating to the Offer to their customers. The Company will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 7 of the Letter of Transmittal. As described in the Offer to Purchase, if more than 3,250,000 Shares have been validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date, the Company will purchase Shares in the following order of priority: (a) first, all Shares, other than Shares held in the Savings Plan (as such term is defined in the Offer to Purchase), validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date by any stockholder who owned beneficially, as of the close of business on November 28, 1995, and continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares (other than Shares held in the Savings Plan) and who validly tenders all of such Shares (partial and conditional tenders will not qualify for this preference) and completes the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery; and (b) then, after purchase of all the foregoing Shares, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase, all other Shares (including Shares held in the Savings Plan) validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date on a pro rata basis, if necessary (with appropriate adjustments to avoid purchases of fractional Shares). NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. STOCKHOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE. THE COMPANY HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER INTENDS TO TENDER SHARES PURSUANT TO THE OFFER. Any questions or requests for assistance or additional copies of the enclosed materials may be directed to the Information Agent or the Dealer Managers at their respective addresses and telephone numbers set forth on the back cover of the enclosed Offer to Purchase. Very truly yours, GOLDMAN, SACHS & CO. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE COMPANY, THE DEALER MANAGERS, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. EX-99.(A)(5) 6 FORM OF LETTER TO CLIENTS 1 EXHIBIT 99.(a)(5) THE TIMES MIRROR COMPANY OFFER TO PURCHASE FOR CASH UP TO 3,250,000 SHARES OF ITS CONVERSION PREFERRED STOCK, SERIES B THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 27, 1995, UNLESS THE OFFER IS EXTENDED November 29, 1995 To Our Clients: Enclosed for your consideration are the Offer to Purchase, dated November 29, 1995 (the "Offer to Purchase"), and the related Letter of Transmittal (which together constitute the "Offer") setting forth an offer by The Times Mirror Company, a Delaware corporation (the "Company"), to purchase up to 3,250,000 shares of its Conversion Preferred Stock, Series B, par value $1.00 per share (the "Shares"), at prices, net to the Seller in cash, without interest thereon, not greater than $26.50 nor less than $25.00 per Share, specified by tendering stockholders, upon the terms and subject to the conditions of the Offer. The Company will determine a single per Share price (not greater than $26.50 nor less than $25.00 per Share) that it will pay for the Shares validly tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), taking into consideration the number of Shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest Purchase Price that will enable it to purchase 3,250,000 Shares (or such lesser number of Shares as are validly tendered and not withdrawn at prices not greater than $26.50 nor less than $25.00 per Share) pursuant to the Offer. The Company will purchase all Shares validly tendered at prices at or below the Purchase Price and not withdrawn on or prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase), upon the terms and subject to the conditions of the Offer, including the provisions thereof relating to proration and conditional tenders described in the Offer to Purchase. We are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT. We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal. Your attention is invited to the following: (1) You may tender Shares at prices, net to you in cash (in multiples of $.125), without interest thereon, not greater than $26.50 nor less than $25.00 per Share, as indicated in the attached instruction form. (2) The Offer is for up to 3,250,000 Shares, constituting approximately 29% of the total Shares outstanding as of November 27, 1995. Although it has no present intention of so doing, the Company reserves the right to purchase more than 3,250,000 Shares pursuant to the Offer. The Offer is not conditioned upon any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions set forth in the Offer. (3) The Offer, proration period and withdrawal rights will expire at 12:00 Midnight, New York City time, on Wednesday, December 27, 1995, unless the Offer is extended. Your instructions to us should be forwarded to us in ample time to permit us to submit a tender on your behalf. If you would like to withdraw your Shares that we have tendered, you can withdraw them so long as the Offer remains open or any time after the expiration of forty business days from the commencement of the Offer if they have not been accepted for payment. (4) As described in the Offer to Purchase, if more than 3,250,000 Shares have been validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date, the Company will purchase Shares in the following order of priority: (a) first, all Shares, other than Shares held in the Savings Plan (as such term is defined in the Offer to Purchase) validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date by any stockholder who owned beneficially as of the close of business on November 28, 1995, and continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares 2 (other than Shares held in the Savings Plan), and who validly tenders all of such Shares (partial and conditional tenders will not qualify for this preference) and completes the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery; and (b) then, after purchase of all the foregoing Shares, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase, all other Shares (including Shares held in the Savings Plan) validly tendered at or below the Purchase Price and not withdrawn on or prior to the Expiration Date on a pro rata basis, if necessary (with appropriate adjustments to avoid purchases of fractional Shares). See Section 1 of the Offer to Purchase for a discussion of proration. (5) Tendering stockholders will not be obligated to pay any brokerage commissions or solicitation fees on the Company's purchase of Shares in the Offer. Any stock transfer taxes applicable to the sale of Shares to the Company pursuant to the Offer will be paid by the Company, except as otherwise provided in Instruction 7 of the Letter of Transmittal. (6) If you wish to tender portions of your Shares at different prices you must complete a separate Instruction Form for each price at which you wish to tender each portion of your Shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept. (7) If you owned beneficially as of the close of business on November 28, 1995, and continue to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares (excluding Shares held in the Savings Plan), and you instruct us to tender at or below the Purchase Price on your behalf all such Shares on or prior to the Expiration Date and check the box captioned "Odd Lots" in the instruction form, all such Shares will be accepted for purchase before proration, if any, of the purchase of other tendered Shares. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. STOCKHOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE. THE COMPANY HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER INTENDS TO TENDER SHARES PURSUANT TO THE OFFER. If you wish to have us tender any or all of your Shares held by us for your account upon the terms and subject to the conditions set forth in the Offer, please so instruct us by completing, executing, detaching and returning to us the instruction form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the detachable part hereof. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the expiration of the Offer. A tendering stockholder may condition the tender of Shares upon the purchase by the Company of a specified minimum number of Shares tendered, all as described in Section 6 of the Offer to Purchase. Unless such specified minimum is purchased by the Company pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal, none of the Shares tendered by the stockholder will be purchased. If you wish us to condition your tender upon the purchase of a specified minimum number of Shares, please complete the box entitled "Conditional Tender" on the instruction form. It is the tendering stockholder's responsibility to calculate such minimum number of Shares, and you are urged to consult your own tax advisor. The Offer is being made to all holders of Shares. The Company is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to a valid state statute. If the Company becomes aware of any valid state statute prohibiting the making of the Offer, the Company will make a good faith effort to comply with such statute. If, after such good faith effort, the Company cannot comply with such statute, the Offer will not be made to, nor will tenders be accepted from or on behalf of, holders of Shares in such state. In those jurisdictions whose securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdictions. 3 INSTRUCTIONS WITH RESPECT TO OFFER TO PURCHASE FOR CASH UP TO 3,250,000 SHARES OF CONVERSION PREFERRED STOCK, SERIES B OF THE TIMES MIRROR COMPANY The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated November 29, 1995, and the related Letter of Transmittal (which together constitute the "Offer") in connection with the Offer by The Times Mirror Company (the "Company") to purchase up to 3,250,000 shares of its Conversion Preferred Stock, Series B, par value $1.00 per share (the "Shares"), at prices, net to the undersigned in cash, without interest thereon, not greater than $26.50 nor less than $25.00 per Share specified by the undersigned, upon the terms and subject to the conditions of the Offer. This will instruct you to tender to the Company the number of Shares indicated below (or, if no number is indicated below, all Shares) which are held by you for the account of the undersigned, at the price per Share indicated below, upon the terms and subject to the conditions of the Offer. - -------------------------------------------------------------------------------- CONDITIONAL TENDER By completing this box, the undersigned conditions the tender authorized hereby on the following minimum number of Shares being purchased if any are purchased: SHARES ------------------ Unless this box is completed, the tender authorized hereby will be made unconditionally. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED - -------------------------------------------------------------------------------- CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED UNDER "ODD LOTS" BELOW), THERE IS NO VALID TENDER OF SHARES. - -------------------------------------------------------------------------------- / / $25.000 / / $25.125 / / $25.250 / / $25.375 / / $25.500 / / $25.625 / / $25.750 / / $25.875 / / $26.000 / / $26.125 / / $26.250 / / $26.375 / / $26.500
- -------------------------------------------------------------------------------- ODD LOTS / / By checking this box, the undersigned represents that the undersigned owned beneficially as of the close of business on November 28, 1995, and continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares (excluding Shares held in the Savings Plan) and is tendering all of such Shares. If you do not wish to specify a purchase price, check the following box in which case you will be deemed to have tendered at the Purchase Price determined by the Company in accordance with the terms of the Offer (persons checking this box need not indicate the price per Share in the box entitled "Price (In Dollars) Per Share At Which Shares Are Being Tendered" above). / / Number of Shares to be Tendered: Shares* ------------- - --------------- * Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered. 4 SIGN HERE -------------------------------------------- Dated: , 1995 Signature(s) ---------------- Name -------------------------------------- Address ------------------------------------ ------------------------------------ ------------------------------------ Social Security or Taxpayer ID No. EX-99.(A)(6) 7 FORM OF LETTER TO STOCKHOLDERS 1 EXHIBIT 99.(A)(6) [TIMES MIRROR LOGO] November 29, 1995 Dear Stockholder: The Times Mirror Company (the "Company") is offering to purchase up to 3,250,000 shares of its Conversion Preferred Stock, Series B (representing approximately 29% of such shares currently outstanding), at prices, net to the seller in cash, without interest thereon, not greater than $26.50 nor less than $25.00 per share. The Company is conducting the Offer through a procedure commonly referred to as a "Dutch Auction." This procedure allows you to select the price within that price range at which you are willing to sell all or a portion of your shares to the Company. Based upon the number of shares tendered and the prices specified by the tendering stockholders, the Company will determine the single per share price within that price range that will allow it to buy 3,250,000 shares (or such lesser number of shares that are properly tendered). All of the shares that are properly tendered at prices at or below that purchase price (and are not withdrawn) will, subject to possible proration, conditional tenders and provisions relating to the tender of "odd lots," be purchased for cash at that purchase price, net to the selling stockholder, without interest thereon. All other shares that have been tendered and not purchased will be returned to the stockholder. The tender offer is not conditioned on any minimum number of shares being tendered. If you do not wish to participate in the Offer, you do not need to take any action. The Offer is explained in detail in the enclosed Offer to Purchase and Letter of Transmittal. If you want to tender your shares, the instructions on how to tender shares are also explained in detail in the enclosed materials. I encourage you to read carefully these materials before making any decision with respect to the Offer. Neither the Company nor its Board of Directors makes any recommendation to any stockholder whether to tender all or any shares. Please note that the Offer is scheduled to expire at 12:00 midnight, New York City time, on Wednesday, December 27, 1995, unless extended by the Company. Questions regarding the Offer should be directed to D.F. King & Co., Inc., the Information Agent, at (800) 848-3094 (toll-free), or to Goldman, Sachs & Co., the Dealer Managers, at (800) 323-5678 (toll-free). Sincerely, /s/ MARK H. WILLES -------------------------------------- Mark H. Willes President and Chief Executive Officer EX-99.(A)(7) 8 FORM OF PRESS RELEASE ISSUED BY THE COMPANY 11/28 1 EXHIBIT 99.(a)(7) For Immediate Release Times Mirror To Commence Tender Offer For Its Conversion Preferred Stock, Series B LOS ANGELES, CALIFORNIA, November 28, 1995 -- Times Mirror announced today that it will commence a Dutch Auction tender offer to purchase for cash up to 3,250,000 shares of its issued and outstanding Conversion Preferred Stock, Series B, $1.00 par value (Series B Preferred Stock). The tender offer begins tomorrow, Wednesday, November 29, and will expire, unless extended, at 12:00 midnight (Eastern time) on December 27, 1995. Terms of the Dutch Auction tender offer, which are described more fully in the Offer to Purchase and Letter of Transmittal pursuant to which the offer is being made, include a purchase price not greater than $26.50 nor less than $25.00 per share, net to the seller in cash, without interest thereon. In a Dutch Auction, the Company sets a price range, and holders have an opportunity to specify prices within that range at which they are willing to sell shares. After the expiration of the tender offer, the Company will determine a single per share price to be paid for each share purchased, taking into consideration the number of shares tendered and the prices specified by tendering shareholders. If the tender offer is oversubscribed, only shares validly tendered at or below the purchase price determined by the company will be eligible for proration. The Company reserves the right to purchase more than 3,250,000 shares pursuant to the tender offer, but does not currently plan to do so. The tender offer is not conditioned on any minimum number of shares being tendered. The Offer to Purchase, Letter of Transmittal and related documents will be mailed to shareholders of record of Series B Preferred Stock and will also be made available for distribution to beneficial owners of Series B Preferred Stock. On November 28, 1995, the last full New York Stock Exchange trading day prior to the commencement of the tender offer, the closing price the Series B Preferred Stock was $24.625 per share. Series B Preferred Stock pays an annual dividend of $1.374 per share. Initially, 16,561,178 shares of Series B Preferred Stock were issued in an exchange offer completed in March 1995. The pending tender offer is consistent with the Company's plans, announced in the third quarter of 1995, to repurchase shares of both its common and Series B Preferred Stock. As of November 27, 1995, the Company had repurchased approximately 5,304,000 shares of Series B Preferred Stock and there were 11,257,177 shares outstanding. The Company is offering to purchase approximately 29 percent of the outstanding Series B Preferred Stock. 2 The dealer managers for the tender offer are Goldman, Sachs & Co. and the information agent is D.F. King & Co., Inc. Shareholders may obtain further information by calling D.F. King & Co. at (800) 848-3094. Times Mirror (TMC--New York and Pacific stock exchanges), a Los Angeles-based information company, publishes the Los Angeles Times, Newsday, The Baltimore Sun, The Hartford Courant, The Morning Call, The (Stamford) Advocate and Greenwich Time. The Company also publishes professional information through its companies Matthew Bender, Jeppesen Sanderson, Mosby-Year Book, and publishes other educational products and information for professional markets and national and trade magazines. ### Press Information: Investor Information: Martha H. Goldstein Jean M. Jarvis (213) 237-3727 (213) 237-3935
EX-99.(A)(8) 9 FORM OF MEMORANDUM AND ELECTION FORM 11/29/95 1 EXHIBIT 99.(a)(8) [LOGO] Times Mirror Times Mirror Savings Plus Plan - ------------------------------------------------------------------------------- To: Participants holding The Times Mirror Company Conversion Preferred Stock, Series B in the Times Mirror Savings Plus Plan Re: The Times Mirror Company's Offer to Purchase for Cash Up to 3,250,000 Shares of its Conversion Preferred Stock, Series B Date: November 29, 1995 This memorandum is being sent to you because you are a participant in the Times Mirror Savings Plus Plan (the "Plan"), and the records of the Plan indicate that you hold shares of Conversion Preferred Stock, Series B (the "Shares") of The Times Mirror Company (the "Company") in the Series B Preferred Stock Fund of the Plan. Other materials included with this memorandum are: 1) Letter from Mark Willes to Times Mirror stockholders 2) Offer to Purchase 3) Letter of Transmittal 4) Election Form 5) Return envelope for Election Form THE COMPANY IS OFFERING TO PURCHASE SHARES OF ITS CONVERSION PREFERRED STOCK, SERIES B The Company currently is inviting its stockholders to tender their Shares for sale directly to the Company. Stockholders are being invited to tender their Shares at prices not greater than $26.50 per Share nor less than $25.00 per Share. The details of the invitation are described in the Company's Offer to Purchase dated November 29, 1995 (the "Offer to Purchase") and the related Letter of Transmittal (which together constitute the "Offer"). Copies of the Offer to Purchase and of the Letter of Transmittal, and related materials, which are being sent to the Company's stockholders, are enclosed for your review. IT IS IMPORTANT THAT YOU READ THE OFFER TO PURCHASE FOR A COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE OFFER. Because the Company intends to purchase only a limited number of Shares, a tender of Shares within the specified price range does not guarantee that the Company will accept every such tender. Further, the Plan's trustee has the right to override your decision to tender Shares if, for example, the market price of Shares exceeds the tender price as of the expiration date of the Offer. The Company will select the 2 lowest price within the range that will enable it to purchase the target number of Shares pursuant to the Offer (the "Purchase Price"); provided, however, all stockholders will receive the same Purchase Price for Shares accepted by the Company. (For example, if stockholders offer to sell 3,250,000 Shares at prices ranging from $25.00 to $25.50, all stockholders who offer to sell their Shares will receive $25.50. In the same example, any stockholder who tenders Shares at a price above $25.50 will not have his/her Shares purchased by the Company.) If more Shares are tendered at the Purchase Price than the Company intends to buy, the Shares will be purchased on a prorata basis for the Purchase Price. Additionally, the Company may buy less than 3,250,000 Shares. PLEASE NOTE THAT THE ENCLOSED LETTER OF TRANSMITTAL IS BEING FURNISHED TO YOU FOR YOUR INFORMATION ONLY. The Letter of Transmittal CANNOT be used to tender Shares held in your Plan account. Only the Election Form may be used to tender Shares in your Plan account. Please note that the special rules applicable to holders of fewer than 100 Shares as described in Section 2 of the Offer to Purchase, called "odd lot holdings", are not applicable to individual Plan participants. Consequently, if the Company prorates its purchases (see Section 1 of the Offer to Purchase), proration will apply to any Shares tendered from the Plan, even if you hold less than 100 Shares in your Plan account. YOUR DECISION WHETHER TO TENDER As a participant in the Plan, you may direct the Plan's Trustee (The Northern Trust Company) to tender Shares allocated to your Plan account pursuant to the Offer. THE ENCLOSED OFFER TO PURCHASE PROVIDES A DETAILED DESCRIPTION OF THE TERMS AND CONDITIONS OF THE OFFER. YOU SHOULD READ THIS MATERIAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER ANY OF YOUR SHARES HELD IN THE PLAN. THIS IS AN IMPORTANT INVESTMENT DECISION FOR WHICH YOU ARE RESPONSIBLE. HOWEVER, THE PROCEEDS FROM ANY SALE OF SHARES FROM YOUR PLAN ACCOUNT WILL NOT BE DISTRIBUTED TO YOU. INSTEAD, ANY PROCEEDS WILL CONTINUE TO BE HELD IN YOUR PLAN ACCOUNT, AND WILL BE REINVESTED IN THE AVAILABLE PLAN INVESTMENT ALTERNATIVES. (See "Reinvestment of Sale Proceeds" below.) IF YOU DO NOT WISH TO TENDER YOUR SHARES, YOU DO NOT NEED TO TAKE ANY ACTION. YOU MAY DISREGARD THE ENCLOSED ELECTION FORM. HOW TO TENDER SHARES If you wish to direct the Trustee to tender your Shares, you must complete and return the enclosed Election Form in accordance with the instructions specified on the Election Form. If you do not wish to tender your Shares, you do not need to complete the Election Form, and you should not return the Election Form. If you do not return a validly executed Election Form, the Trustee will NOT tender your Shares. 3 Before deciding whether or not to tender your Shares, please carefully read the enclosed materials. If you decide to tender some or all of your Shares, please be aware that YOUR ELECTION TO TENDER WILL BE EFFECTIVE ONLY IF YOUR PROPERLY COMPLETED ELECTION FORM, WITH ORIGINAL SIGNATURE, IS RECEIVED BY THE WYATT COMPANY, THE PLAN'S RECORDKEEPER, AT 15303 VENTURA BLVD., SUITE 700, SHERMAN OAKS, CA 91403-3197, BY NO LATER THAN 5:00 P.M. P.S.T. ON MONDAY, DECEMBER 18, 1995. Election Forms that are received after this deadline will not be accepted. Please remember that mail delivery during this time of year may be somewhat delayed. FAXED COPIES OF ELECTION FORMS WILL NOT BE ACCEPTED. Election Forms which are not properly completed will not be accepted. Examples of improperly completed Election Forms include Forms which are not signed, and Forms which contain incorrect, missing, or incomplete information. YOUR DECISION TO TENDER (OR NOT TO TENDER) AND REINVESTMENT ELECTION WILL REMAIN CONFIDENTIAL. REINVESTMENT OF SALE PROCEEDS If you choose to tender any of your Shares, and the Shares actually are purchased by the Company, the proceeds from the sale of Shares will NOT be distributed to you. As required by the Internal Revenue Code and the Plan, the sale proceeds will continue to be held under the Plan. All sale proceeds will continue to be subject to all Plan rules. The sale proceeds will be reinvested in the available Plan investment alternatives, according to your election. If Shares held in your Plan account are tendered and sold, the proceeds will be reinvested by reallocating your existing account balances, including the proceeds, according to the instructions you enter in Part 3 of the enclosed Election Form. You may indicate, in 10% increments, how you would like your total account balances to be invested. Please note that this reallocation does not affect any shares of Cox Communications and/or any remaining shares of Series B Preferred Stock that may be held in your Plan accounts. Please contact your human resources department for more information on the available investment alternatives. If Shares held in your Plan account are tendered and sold, and if your election for reallocation of existing balances results in purchases or sales of Times Mirror common stock from the Company Stock Fund, PLEASE BE AWARE THAT IT IS NOT POSSIBLE TO IDENTIFY IN ADVANCE THE SHARE PRICE THAT will apply to TIMES MIRROR common stock, because reallocations are computed based on average monthly trading activity, rather than on the stock price as of any particular day. IF YOU MAKE ANOTHER PLAN TRANSACTION If you elect to tender Shares, certain Plan transactions for the processing months of November and December 1995 will not be possible. For example, if you elected a distribution or a withdrawal (including a hardship withdrawal) from the Plan to be 4 paid with the November 1995 payouts (scheduled to be paid in January 1996), your payout cannot be made until the December 1995 payouts (scheduled to be paid in February 1996) if you elect to tender Shares. If you completed a form requesting reallocation of your existing balances as of December 1, 1995, that reallocation can not be processed if it included a request to liquidate any Shares held in your Plan account. These restrictions are necessary in order for the Plan Administrator to coordinate and complete the tender offer process. WITHDRAWING YOUR DECISION TO TENDER As more fully described in Section 4 of the Offer to Purchase, tenders will be deemed irrevocable unless withdrawn in accordance with the following procedures. If you send in an Election Form to tender Shares, and you decide to withdraw your election, you may do so by sending a notice of withdrawal to The Wyatt Company, the Plan's recordkeeper. The notice of withdrawal will be effective only if it is in writing and is received in the original by The Wyatt Company on or before 5:00 p.m. P.S.T. on December 18, 1995 at the following address: The Wyatt Company, 15303 Ventura Blvd., Suite 700, Sherman Oaks, CA 91403-3197. FAXES WILL NOT BE ACCEPTED. Any notice of withdrawal must specify your name, your social security number, the name of your company, the name of the Plan, the percentage(s) of Shares tendered in your original Election Form, and the percentage(s) of Shares held in your Plan account to be withdrawn. Upon receipt of a timely written notice of withdrawal, previous instructions to tender with respect to such Shares will be deemed canceled and the Trustee will not tender such Shares. If you later wish to re-tender Shares, you may call the Plan Administrator at 213-237-2993 to obtain a new Election Form. Any new Election Form must be submitted to The Wyatt Company on or before 5:00 p.m. P.S.T. on December 18, 1995 in accordance with the instructions provided above ("How to Tender Shares") and on the Election Form. IF YOU HAVE QUESTIONS If you have any questions about the Offer or any of the other matters discussed above, please call the Information Agent for this transaction, D.F. King & Co., Inc., at 800-848-3094. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER TO TENDER ALL OR ANY SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. 5 TIMES MIRROR SAVINGS PLUS PLAN ELECTION FORM TO TENDER SHARES OF THE TIMES MIRROR COMPANY CONVERSION PREFERRED STOCK, SERIES B Important information about this Election Form: (1) Before completing this Form, please read all of the enclosed documents carefully. (2) You do not need to complete this Form if you do not wish to tender any shares. (3) In order for your tender to be accepted, you must properly complete Parts 1, 2, 3, and 4 of this Election Form and the properly completed Form, with original signature, must be received by The Wyatt Company, the Plan's recordkeeper, at 15303 Ventura Blvd., Suite 700, Sherman Oaks, CA 91403-3197 by 5:00 p.m. P.S.T. on Monday, December 18, 1995. An envelope addressed to The Wyatt Company is enclosed. NO FAX COPIES OF ELECTION FORMS WILL BE ACCEPTED. In accordance with the materials that were enclosed with this Election Form, including the memorandum to participants holding The Times Mirror Company Conversion Preferred Stock, Series B in the Times Mirror Savings Plus Plan (the "Plan") dated November 29, 1995, and The Times Mirror Company's (the "Company") Offer to Purchase dated November 29, 1995, I hereby instruct The Northern Trust Company, the Trustee of the Plan (the "Trustee"), to tender shares of the Company's Conversion Preferred Stock, Series B, par value $1.00 per share (the "Shares"), held in my Plan account prior to the expiration of such Offer to Purchase, as follows: PART 1: ELECTION TO TENDER SHARES (Elections to tender Shares must be expressed in whole percentages, in multiples of 10%.) I ELECT TO TENDER ______% OF THE CONVERSION PREFERRED STOCK, SERIES B IN MY PLAN ACCOUNT AT THE PRICE INDICATED BELOW IN "PART 2: PRICE AT WHICH TO TENDER SHARES". PART 2: PRICE AT WHICH TO TENDER SHARES (If you tendered Shares in Part 1 above, please check the box indicating the price at which you wish to tender the Shares. Only one box may be checked. If more than one box is checked, or if no box is checked, there is no valid tender of Shares. If you have questions about selecting a price, see the memorandum to participants holding The Times Mirror Company Conversion Preferred Stock, Series B in the Times Mirror Savings Plus Plan, and Section 1 of the enclosed Offer to Purchase.) I WISH MY SHARES TENDERED AT THE PRICE INDICATED BELOW: [_] $25.000 [_] $25.125 [_] $25.250 [_] $25.375 [_] $25.500 [_] $25.625 [_] $25.750 [_] $25.875 [_] $26.000 [_] $26.125 [_] $26.250 [_] $26.375 [_] $26.500
PART 3: REALLOCATION OF EXISTING BALANCES FOLLOWING TENDER (Please indicate below the percentage of your existing balances that you would like invested in each of the investment funds, following the receipt of proceeds (if any) received as a result of your tender of Shares. This reallocation will NOT affect any shares of Cox Communications and/or any remaining shares of Series B Preferred Stock that may be held in your Plan accounts. Your elections must be in multiples of 10%, and they must add to 100%. If your election does not meet these requirements, your Election Form will not be accepted. Please contact your human resources department for additional information on the available investment funds.) 6 FOLLOWING THE SALE OF ANY OF MY SHARES PURSUANT TO MY ELECTION TO TENDER SHARES, I REQUEST THAT MY EXISTING BALANCES, INCLUDING PROCEEDS FROM THE TENDER, BE REALLOCATED AS SHOWN BELOW. THIS REALLOCATION WILL NOT AFFECT ANY SHARES OF COX COMMUNICATIONS AND/OR ANY REMAINING SHARES OF SERIES B PREFERRED STOCK IN MY PLAN ACCOUNTS. Income Fund _____% Balanced Fund _____% Equity Fund _____% Global Fund _____% Company Stock Fund _____% TOTAL 100%
(Add up all of the percentages in this section. THEY MUST TOTAL 100%.) PART 4: SIGNATURE AND ACKNOWLEDGMENT My signature below indicates that I have received and read the memorandum to participants holding The Times Mirror Company Conversion Preferred Stock, Series B in the Times Mirror Savings Plus Plan dated November 29, 1995, and the Offer to Purchase dated November 29, 1995. I understand and agree to all of the terms and conditions described in the enclosed materials. ____________________________________ Signature ____________________________________ Please print name ____________-___________-___________ Social Security Number ____________________________________ Name of Times Mirror company ____________________________________ Work telephone number ____________________________________ Home telephone number NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER TO TENDER ALL OR ANY SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. -----END PRIVACY-ENHANCED MESSAGE-----