-----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, TO+1QhCnoe0qNIFiYXJdxTHAolwszYl8c0oHFQzpZ0IGkfyMKFqmAPh5YXONmdtn B2/ehRyA6sC8nXOF/cnbXw== 0000950150-00-000340.txt : 20000426 0000950150-00-000340.hdr.sgml : 20000426 ACCESSION NUMBER: 0000950150-00-000340 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000424 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIMES MIRROR CO /NEW/ CENTRAL INDEX KEY: 0000925260 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 954481525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13492 FILM NUMBER: 607722 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 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 24, 2000 THE TIMES MIRROR COMPANY (Exact Name of Registrant as Specified in Charter) DELAWARE 1-13492 95-4481525 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
TIMES MIRROR SQUARE, LOS ANGELES, CALIFORNIA 90053 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (213) 237-3700 NONE (Former Name or Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. In a press release dated April 24, 2000, Tribune Company ("Tribune") announced that 13 Tribune executives joined the board of directors of The Times Mirror Company ("Times Mirror") as of April 24, 2000, in connection with the previously announced merger pending between Times Mirror and Tribune. Tribune also announced that as of April 24, 2000, Mark H. Willes is no longer chairman of the board, president and chief executive office of Times Mirror, and that Mr. Willes will be replaced as chairman of the Times Mirror board by John W. Madigan, chairman, president and chief executive officer of Tribune. Tribune also announced that Times Mirror named John P. Puerner as president and publisher of the Los Angeles Times and John S. Carroll as executive vice president and editor of the Los Angeles Times, both appointments effective as of April 24, 2000. Attached as Exhibit 99 and incorporated herein by reference to this Form 8-K is a copy of the press release, dated April 24, 2000, of Tribune Company. ITEM 7. EXHIBITS. (c) Exhibits 99 Press Release issued by Tribune on April 24, 2000 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: April 24, 2000 THE TIMES MIRROR COMPANY By: /s/ ROGER H. MOLVAR ------------------------------------ Roger H. Molvar Senior Vice President and Controller EX-99 2 PRESS RELEASE 1 EXHIBIT 99 TRIBUNE EXECUTIVES JOIN TIMES MIRROR BOARD JOHN PUERNER NAMED LOS ANGELES TIMES PRESIDENT AND PUBLISHER JOHN CARROLL NAMED EXECUTIVE VICE PRESIDENT AND EDITOR CHICAGO, Mon., April 24, 2000 - Tribune Company announced the addition of Tribune executives to The Times Mirror Company's board of directors, effective today. John W. Madigan, Tribune chairman, president and chief executive officer, has become chairman of the Times Mirror board. Mark H. Willes, Times Mirror chairman of the board, president and chief executive officer, has stepped down. Until the Tribune-Times Mirror merger closes, executives who reported to Willes now will report to Efrem Zimbalist III, Times Mirror executive vice president and chief financial officer. Willes will remain on the board. In addition to Madigan, 12 other Tribune executives have joined the Times Mirror board. "We're pleased to join the Times Mirror board after the successful completion of the tender offer. The transition is proceeding smoothly," said Madigan. "Tribune and Times Mirror share a rich heritage of journalistic excellence. With our combined companies, we will continue the tradition of providing quality news, information and entertainment and serving our local communities." Tribune currently owns 40 percent of Times Mirror as a result of its recent cash tender offer for shares of the Los Angeles-based company. As previously announced, Tribune and Times Mirror will merge in a cash and stock transaction valued at approximately $8 billion. The transaction will create the nation's premier local-market multimedia company, combining national reach and a major presence in 18 of the nation's top 30 U.S. markets, including New York, Los Angeles and Chicago. JOHN PUERNER NAMED LOS ANGELES TIMES PRESIDENT AND PUBLISHER Times Mirror has named John P. Puerner president and publisher of the Los Angeles Times, effective today. Prior to this appointment, Puerner was president, publisher and chief executive officer of Orlando Sentinel Communications. Puerner succeeds Kathryn M. Downing, who served as publisher of the Los Angeles Times since June 1999 and president and chief executive officer since March 1998. "John is a highly skilled newspaper executive who believes deeply in great journalism," said Jack Fuller, Tribune Publishing president. "I have worked with him for more than a decade and 2 have the highest confidence in his ability and his commitment to the values of candor, courage, community leadership and financial strength that are the underpinning of everything we do." Puerner, 48, joined Tribune Company in 1979 and held various corporate financial roles, including controller, director of planning and assistant treasurer. In 1988, he joined the Chicago Tribune as a strategic projects director in circulation, until being named director of circulation administration in February 1989. From November 1989 to September 1993, Puerner served as Chicago Tribune vice president and director of marketing and development. In 1993, he was named Orlando Sentinel Communications president and CEO and publisher of The Orlando Sentinel. Puerner holds a bachelor's degree and an MBA from the University of Colorado. JOHN CARROLL NAMED LOS ANGELES TIMES EXECUTIVE VICE PRESIDENT AND EDITOR Times Mirror announced that John S. Carroll, senior vice president and editor of The Baltimore Sun and vice president of Times Mirror, has been named executive vice president and editor of the Los Angeles Times, effective today. He succeeds Michael Parks, who was named editor and senior vice president of the Los Angeles Times in 1997 and named to executive vice president in 1998. "John is one of the country's most respected editors who has a long and distinguished record of making very good newspapers even better," said Puerner. "I'm very pleased that he will be joining us at the Los Angeles Times to continue the newspaper's tradition of journalistic excellence." Carroll, 58, has served as senior vice president and editor of The Baltimore Sun since 1991. He was appointed vice president of Times Mirror in 1998. From 1979 to 1991, Carroll worked at the Lexington (Ky.) Herald and later the Lexington Herald-Leader in several executive roles, including editor, vice president and executive vice president. Before that, he held several editor positions at the Philadelphia Inquirer from 1972 to 1979. From 1966 to 1972, Carroll worked at The Baltimore Sun as a local reporter, Vietnam correspondent, Middle East correspondent and White House correspondent. He began his newspaper career in 1963 as a state staff reporter for the Providence (R.I.) Journal-Bulletin. From May 1964 to May 1966, Carroll served in the U.S. Army. He holds a bachelor's degree from Haverford College, and he was a Nieman Fellow at Harvard University and a Visiting Journalist Fellow at Queen Elizabeth House-Oxford University. TRIBUNE EXECUTIVES JOINING TIMES MIRROR BOARD In addition to Madigan, 12 other Tribune executives today join Times Mirror's board: Philip B. Doherty, Tribune Publishing vice president/finance; Dennis J. FitzSimons, Tribune executive vice president and Tribune Broadcasting president; Jack Fuller, Tribune Publishing president; David J. Granat, Tribune vice president/treasurer; Donald C. Grenesko, Tribune senior vice president/finance and administration; David D. Hiller, Tribune senior vice president/development; Crane H. Kenney, Tribune vice president/general counsel and secretary; Timothy J. Landon, Tribune Interactive vice president/business development; Luis E. Lewin, Tribune vice president/human resources; R. Mark Mallory, Tribune vice president and controller; Ruthellyn 2 3 Musil, Tribune vice president/corporate relations; and James E. O'Dell, Tribune Publishing vice president/operations and systems. The Tribune-Times Mirror merger is subject to satisfaction of certain conditions, including approval of Tribune and Times Mirror shareholders and the expiration of a 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. That 30-day waiting period is scheduled to expire on April 26, 2000. Tribune expects to complete the merger in the second or third quarter of 2000. This news release does not constitute an offer to sell or a solicitation of an offer to buy Tribune common stock. Such an offer may be made only pursuant to a prospectus in compliance with the Securities Act of 1933. All stockholders should read the joint proxy statement/prospectus concerning the merger and related transactions that will be filed with the Securities and Exchange Commission and mailed to stockholders of Tribune and Times Mirror. The joint proxy statement/prospectus will contain important information that stockholders should consider before making any decision regarding the merger and related transactions. After it is filed, the joint proxy statement/prospectus, as well as other filings containing information about Tribune and Times Mirror, can be obtained from the SEC's Internet site (http://www.sec.gov). In addition, the joint proxy statement/prospectus and other documents Tribune has filed with the SEC may be obtained from Tribune by directing a request to: Tribune Company, 435 N. Michigan Ave., 6th Floor/Corporate Relations, Chicago, Ill. 60611, Attention: Investor Relations Contact. TRIBUNE (NYSE: TRB) is a leading media company with operations in television and radio broadcasting, publishing, interactive and education. It is an industry leader in venture partnerships with new-media companies. In 2000, for the third straight year, Tribune ranked No. 1 among its industry peers in Fortune magazine's list of most-admired companies in America. More information on Tribune is available on the Internet: http://www.tribune.com. Earnings and other news releases also can be accessed by calling 1-800-757-1694. TIMES MIRROR (TMC - New York and Pacific stock exchanges), a Los Angeles-based news and information company, publishes the Los Angeles Times, Newsday, The Baltimore Sun, The Hartford Courant, The Morning Call, The (Stamford) Advocate and Greenwich Time. In professional information, Jeppesen is a leading provider of print and electronic flight information services, and Times Mirror Magazines publishes leading consumer magazines, including Field & Stream, Popular Science, GOLF Magazine and Outdoor Life. More information about Times Mirror is available on the company's Web site, www.tm.com. LOS ANGELES TIMES The Los Angeles Times, winner of 24 Pulitzer Prizes, is the largest metropolitan daily newspaper in the country. It publishes four daily regional editions--covering the Los Angeles metropolitan area, the San Fernando Valley, and Orange and Ventura counties--as well as a National Edition. The Times' Web site, latimes.com, is one of the leading sources for national and international news and information on the World Wide Web, and the primary source of news and information for and about Southern California. 3 4 TRIBUNE MEDIA CONTACT: INVESTOR CONTACT: Katherine Sopranos Ruthellyn Musil 312/222-4204 (Office) 312/222-3787 (Office) 312/222-1573 (Fax) 312/222-1573 (Fax) ksopranos@tribune.com rmusil@tribune.com LOS ANGELES TIMES MEDIA CONTACT: Martha Goldstein 213/237-3727 (Office) 213/237-2998 (Fax) martha.goldstein@tm.com -----END PRIVACY-ENHANCED MESSAGE-----