DEF 14A 1 NOTICE & PROXY STATEMENT 1 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant / / Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
THE TIMES MIRROR COMPANY -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) THE TIMES MIRROR COMPANY -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ---------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ---------------------------------------------------------------------- / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ---------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ---------------------------------------------------------------------- (3) Filing Party: ---------------------------------------------------------------------- (4) Date Filed: ---------------------------------------------------------------------- 2 TIMES MIRROR NOTICE OF ANNUAL MEETING AND PROXY STATEMENT NOTICE OF ANNUAL MEETING As a shareholder, you are invited to be represented in person or by proxy at the Annual Meeting of Shareholders of The Times Mirror Company to be held in the Harry Chandler Auditorium, Times Mirror Square, First and Spring Streets in Los Angeles, California on Tuesday, May 2, 1995 at 9:30 a.m., Pacific Daylight Time, for the following purposes: 1. To elect five persons to Class III of the Board of Directors in accordance with Article VIII, Section 1 of the Certificate of Incorporation. 2. To consider and act upon a proposal to approve the amendments to the 1992 Key Employee Long-Term Incentive Plan. 3. To consider and act upon a proposal to ratify the appointment by the Board of Directors of Ernst & Young LLP as independent auditors for the Company and its subsidiaries for the year ending December 31, 1995. 4. To transact such other business as may properly come before the meeting. The Board of Directors has fixed the close of business on March 6, 1995 as the record date for the determination of shareholders entitled to notice of and to vote at the meeting. It is important that your shares are represented at the meeting whether or not you plan to attend in person. Accordingly, you are requested to mark, sign, date and return the enclosed proxy as promptly as possible. A return envelope is provided for your convenience. By Order of the Board of Directors, O. Jean Williams Secretary March 24, 1995 3 TABLE OF CONTENTS
Page ------ Notice of Annual Meeting................................... Cover Proxy Statement............................................ 1 Election of Directors...................................... 1 Ownership of Common Stock.................................. 10 Compensation of Directors.................................. 13 Committees of the Board of Directors....................... 14 Approval of Amendments to 1992 Key Employee Long-Term Incentive Plan........................................... 16 Appointment of Independent Auditors........................ 22 Other Matters.............................................. 22 Executive Compensation..................................... 23 Report of the Executive Personnel and Compensation Committee................................................ 27 Stock Price Performance Graph.............................. 31 Retirement Plans........................................... 32 Other Arrangements......................................... 34 Revocation of Proxies...................................... 35 1996 Annual Meeting........................................ 35 General.................................................... 35
4 PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS OF THE TIMES MIRROR COMPANY MAY 2, 1995 This Proxy Statement is furnished in connection with the solicitation by the directors of The Times Mirror Company (the "Company") of proxies for use at the Annual Meeting of Shareholders to be held on Tuesday, May 2, 1995 or at any adjournment thereof (the "1995 Annual Meeting"), as set forth in the accompanying notice. This Proxy Statement and the accompanying Proxy Cards are being mailed to shareholders on or about March 24, 1995. A shareholder giving a proxy may revoke it at any time before it is exercised (see Revocation of Proxies on page 35). Any proxy which is not revoked will be voted at the meeting in accordance with the shareholder's instructions. Unless otherwise directed in the accompanying proxy, the proxy holders named therein will vote FOR the election of Class III of the Board of Directors; FOR approval of the amendments to the 1992 Key Employee Long-Term Incentive Plan; and FOR the proposal to ratify the appointment of Ernst & Young as independent auditors for the year ending December 31, 1995. On March 6, 1995, the record date for determination of shareholders entitled to notice of and to vote at the meeting, 98,248,709 shares of Series A Common Stock (the "Series A Stock") and 30,555,457 shares of Series C Common Stock (the "Series C Stock") were outstanding. Each share of Series A Stock has one vote and each share of Series C Stock has ten votes on all matters. Shareholders have the right to elect directors by cumulative voting with each share entitled to a number of votes equal to the votes to which the share is entitled times the number of directors to be elected, which votes may be cast for one candidate or distributed among any two or more candidates. An affirmative vote of a majority of the shares present and voting at the meeting is required for approval of all items being submitted to the shareholders for their consideration. Abstentions and broker non-votes are each included in the determination of the number of shares present and voting. Each is tabulated separately. Abstentions are counted in tabulations of the votes cast on proposals presented to shareholders whereas broker non-votes are not counted for purposes of determining whether a proposal has been approved. The annual report of the Company for the year ended December 31, 1994 is being mailed to shareholders with this Proxy Statement. ELECTION OF DIRECTORS One of the purposes of the 1995 Annual Meeting is the election of five persons to Class III of the Board of Directors in accordance with Article VIII, Section 1 of the Certificate of Incorporation. Unless instructed to the contrary, the persons named in the accompanying proxy will vote the shares for the election of the nominees named herein to Class III of the Board of Directors as described below. Although it is not contemplated that any nominee will decline or be unable to serve, the shares will be voted by the proxy holders in their discretion for another person if such a contingency should arise. The term of each person elected as a director will continue until the director's term has expired and until his or her successor is elected and qualified. THE TIMES MIRROR COMPANY TIMES MIRROR SQUARE, LOS ANGELES, CALIFORNIA 90053 5 All nominees are currently serving as directors in Class III and all were recommended by the Nominating Committee for election at the 1995 Annual Meeting. The name, age and principal business or occupation of each nominee and each of the other directors who will continue in office after the 1995 Annual Meeting, the year in which each first became a director of the Company, committee memberships and other information are shown below in the brief description beside the photograph of each of the nominees and continuing directors. Ownership of equity securities of the Company at March 6, 1995 is indicated in the section entitled "Ownership of Common Stock" beginning on page 10, below. NOMINEES FOR DIRECTORS At the 1995 Annual Meeting, the term of incumbent directors in Class III will expire and, except as noted otherwise, all Class III directors will stand for reelection in accordance with Article VIII, Section 1 of the Company's Certificate of Incorporation. The directors elected to Class III at the 1995 Annual Meeting shall serve for a three-year term ending at the annual meeting to be held in 1998. The current term of directors in Class II will continue until the annual meeting to be held in 1997 and the current term of directors in Class I will continue until the annual meeting in 1996 and, in each case, until their respective successors are elected and qualified. Accordingly, each of the following persons is nominated for election to Class III of the Board of Directors (to serve three-year terms ending at the 1998 Annual Meeting and until their respective successors are elected and qualified): OTIS CHANDLER, 67, is owner of the Vintage Museum of Transportation and Wildlife located in Oxnard, California. He has been a director of the Company since 1962. He served as Chairman of the Executive Committee of the Board of Directors of the Company from January 1, 1986 through December 31, 1991. Mr. [Photo] Chandler also served as Chairman of the Board and Editor-in-Chief of the Company from 1981 through 1985 and as Vice Chairman of the Board from 1968 through 1980. He was Publisher of the Los Angeles Times from 1960 through 1980. Mr. Chandler is a member of the Nominating Committee. He is a graduate of Stanford University. Mr. Chandler is also a trustee of the ------------------- Chandler Trusts and a director of Chandis Securities Company. (A) 2 6 CONTINUING DIRECTORS ROBERT F. ERBURU, 64, is Chairman of the Board, President and Chief Executive Officer of the Company. A director of the Company since 1968, Mr. Erburu served as President of the Company from 1974 through 1986 and reassumed that position on January 1, 1994. [Photo] He has been Chief Executive Officer of the Company since 1981 and Chairman of the Board since 1986. He is a member of the Executive Committee and the Nominating Committee and is Chairman of the Retirement Plan Committee. Mr. Erburu graduated from the University of Southern California with a B.A. degree in Journalism and holds a J.D. degree from Harvard Law School. He is also a director of Tejon Ranch Company and Cox ------------------- Communications, Inc. Mr. Erburu is chairman of the Board of Trustees of The Huntington Library, Art Collections and Botanical Gardens and of the J. Paul Getty Trust, as well as a trustee of The Ahmanson Foundation, and several other charitable foundations. He is a director of the Council on Foreign Relations and the Tomas Rivera Center and is a Fellow of the American Academy of Arts and Sciences. In addition, he is a member of the Business Council, the Business Roundtable and the California Business Roundtable. CLAYTON W. FRYE, JR., 64, is the Senior Associate of Laurance S. Rockefeller. He has served in that capacity since 1973 and is responsible for overseeing and directing Mr. Rockefeller's business, real estate and investment interests, among other things. Mr. Frye [Photo] has been a director of the Company since 1988 and is Chairman of the Executive Personnel and Compensation Committee and a member of the Executive Committee, the Audit Committee and the Finance Committee. Mr. Frye is a graduate of Stanford University, where he received both an A.B. and an M.B.A. degree. He is also a director of Tejon Ranch Company and several privately-held companies. ------------------- 3 7 CONTINUING DIRECTORS DAVID LAVENTHOL, 61, is Editor-at-Large of The Times Mirror Company. He was President of the Company from January 1, 1987 to December 31, 1993 and Publisher and Chief Executive Officer of the Los Angeles Times from [Photo] August 31, 1989 to December 31, 1993. He has been a director since 1987 and is a member of the Retirement Plan Committee. He served as a Senior Vice President of the Company in 1986 and as a Vice President from 1981 through 1985. Mr. Laventhol also served as Publisher and Chief Executive Officer of Newsday, Inc. from 1978 until 1986, having been an officer of that subsidiary of the Company since 1971. He graduated from Yale University and holds a master of arts ------------------- degree from the University of Minnesota. Mr. Laventhol is a director of the United Negro College Fund, Chairman of the Board of Trustees of the Museum of Contemporary Art and Chairman of the Board of the International Press Institute. HAROLD M. WILLIAMS, 67, is President and Chief Executive Officer of the J. Paul Getty Trust in Los Angeles, a charitable trust devoted to the arts and humanities. Among its activities, the Trust operates the Getty Museum, an internationally renowned [Photo] collection of fine arts, in Malibu, California. Before assuming his present position in 1981, Mr. Williams served approximately four years as Chairman of the Securities and Exchange Commission in Washington, D.C. Mr. Williams has been a director since 1983 and is a member of the Executive Committee, the Audit Committee and the Finance Committee. He is a graduate of the University of California at Los Angeles and holds a ------------------- J.D. degree from Harvard Law School. Mr. Williams is also a director of American Medical International, Inc., and SunAmerica. 4 8 CONTINUING DIRECTORS CLASS I (currently serving until the 1996 Annual Meeting and until their respective successors are elected and qualified): C. MICHAEL ARMSTRONG, 56, a director of the Company since February 1995, is Chairman of the Board and Chief Executive Officer of GM Hughes Electronics Corporation and its subsidiary, Hughes Aircraft Company. GM Hughes Electronics Corporation is [Photo] comprised of Hughes Aircraft Company and Delco Electronics Corporation. Prior to assuming his present positions in 1992, Mr. Armstrong served as Chairman of the Board of IBM World Trade Corporation from 1989 to 1992. Mr. Armstrong earned his bachelor of science degree in business and economics from Miami University of Ohio and completed the advanced management curriculum at Dartmouth Institute. He is also a ------------------- director of Travelers Corporation and serves as a trustee of The Johns Hopkins University and the California Institute of Technology. GWENDOLYN GARLAND BABCOCK, 59, has been a private investor for more than five years. She has been a director of the Company since 1976 and is a member of [Photo] the Finance Committee. Mrs. Babcock is a graduate of Bryn Mawr College. She is a member of the board of overseers of The Huntington Library, Art Gallery and Botanical Gardens. Mrs. Babcock is also a trustee of the Chandler Trusts and a director of Chandis Securities Company. (A) ------------------- DONALD R. BEALL, 56, is Chairman of the Board and Chief Executive Officer of Rockwell International Corporation. Prior to assuming his present position in February 1988, Mr. Beall served as President and Chief Operating Officer of Rockwell Corporation for ten years. He has been a director of the Company since [Photo] 1990 and is a member of the Executive Committee, the Executive Personnel and Compensation Committee and the Nominating Committee. Mr. Beall received a bachelor of science degree from San Jose State University and a master of business administration degree from the University of Pittsburgh. He is also a director of Rockwell International Corporation, Amoco Corporation ------------------- and Procter & Gamble Co. 5 9 CONTINUING DIRECTORS JOAN A. PAYDEN, 63, is a founder, president and chief executive officer of Payden & Rygel, an investment management firm registered under the 1940 Investment Company Act which manages domestic and global fixed-income portfolios. She has held those positions [Photo] since the formation of the firm in 1983. Prior thereto, Ms. Payden was the managing partner of the west coast operation of Scudder, Stevens & Clark. A director of the Company since 1993, Ms. Payden is a member of the Audit Committee and the Finance Committee. Ms. Payden has a B.A. in Mathematics and Physics from Trinity College in Washington, D.C. and completed graduate study at Columbia University as ------------------- well as the Advanced Management Program at Harvard Business School. She is a chartered financial analyst and is a member of the Executive Committee of the Los Angeles Chamber of Commerce as well as a trustee of the Pacific Asia Museum and Loyola Marymount University. She is also a member of the Board of Visitors of the Anderson Graduate School of Management at UCLA. WARREN B. WILLIAMSON, 66, is Chairman and Chief Executive Officer of Chandis Securities Company and Chairman of the Board of Trustees of the Chandler Trusts. In 1989, Mr. Williamson retired from Crowell, [Photo] Weedon and Co., a stock brokerage firm with which he had been associated since 1970. He has been a director of the Company since 1977, and is Chairman of the Executive Committee, Chairman of the Finance Committee and a member of the Executive Personnel and Compensation Committee. Mr. Williamson is a graduate of Claremont Men's College. He is also a director of Chandis Securities Company and Hollywood Park, Inc. In addition, Mr. Williamson is Chairman of the Trustees ------------------- of the Art Center College of Design. (A) 6 10 CONTINUING DIRECTORS CLASS II (currently serving until the 1997 Annual Meeting and until their respective successors are elected and qualified): JOHN E. BRYSON, 51, is Chairman of the Board and Chief Executive Officer of SCEcorp and its principal subsidiary, Southern California Edison Company. He was elected to his current positions in October 1990 after serving five years as Executive Vice President and Chief Financial Officer of Southern California Edison [Photo] Company. Mr. Bryson has been a director of the Company since 1991 and is a member of the Executive Committee, the Executive Personnel and Compensation Committee and the Audit Committee. He holds a Bachelor of Arts degree from Stanford University and a J.D. degree from Yale Law School. Mr. Bryson is also a director of SCEcorp, Southern California Edison Company, Boeing ------------------- Company and First Interstate Bancorp. BRUCE CHANDLER, 58, has been a private investor since 1989. From 1968 to 1989, he practiced law in the State of California. He has been a director of the Company since 1975 and is a member of the Finance Committee. [Photo] Mr. Chandler is a graduate of the University of Southern California and holds a J.D. degree from the University of San Diego School of Law. He is also a trustee of the Chandler Trusts and a director of Chandis Securities Company. (A) ------------------- 7 11 CONTINUING DIRECTORS DR. ALFRED E. OSBORNE, JR., 50, is Director of the Entrepreneurial Studies Center and Associate Professor of Business Economics at the Anderson School at UCLA. He has been with UCLA since 1972. From August 1977 to July 1979, Dr. Osborne served as a Brookings [Photo] Institution Economic Policy Fellow at the Securities and Exchange Commission. He has been a director of the Company since 1980 and is Chairman of the Audit Committee and a member of the Executive Personnel and Compensation Committee and the Nominating Committee. Dr. Osborne holds a bachelor's degree in electrical engineering, a master's degree in economics, a master of business administration in finance and a doctorate ------------------- in business-economics, all from Stanford University. He is also a director of First Interstate Bank of California, Greyhound Lines, Inc., Nordstrom, Inc., Readi-Care, Inc., Seda Specialty Packaging Corporation and United States Filter Corporation. He is an independent general partner of Technology Funding Venture Partners V, a 1940 Investment Company Act company. WILLIAM STINEHART, JR., 51, is a partner in the law firm of Gibson, Dunn & Crutcher where he has practiced law since 1969. Gibson, Dunn & Crutcher has provided legal services to the Company and its subsidiaries for many years and is expected to do so in the future. Mr. [Photo] Stinehart has been a director of the Company since 1991 and is a member of the Executive Committee, the Executive Personnel and Compensation Committee and the Finance Committee. He holds a Bachelor of Arts degree from Stanford University and a J.D. degree from UCLA Law School, and is a member of the Board of Trustees of the Harvey and Mildred Mudd Foundation. He is also a director of Chandis Securities. ------------------- DR. EDWARD ZAPANTA, 56, is a practicing physician providing neurosurgical care in the Los Angeles area. He has been in private practice since 1970. Dr. Zapanta has been a director of the Company since 1988 and is Chairman of the Nominating Committee and a member of the Finance Committee. Dr. Zapanta attended [Photo] the University of California at Los Angeles, received his medical doctor's degree from the University of Southern California School of Medicine, and currently serves as a trustee of the University of Southern California. Dr. Zapanta is also Senior Medical Director of HealthCare Partners Medical Group and a director of SCEcorp. ------------------- 8 12 NOTES (A) Four of the Company's present directors (Gwendolyn Garland Babcock, Bruce Chandler, Otis Chandler and Warren B. Williamson) are cousins and are among the seven trustees of two trusts known as the "Chandler Trusts." The other three trustees are Camilla Chandler Frost, Douglas Goodan and Judy C. Webb. Camilla Chandler Frost is the sister of Otis Chandler and a cousin of the other directors named above. Douglas Goodan and Judy C. Webb are also cousins of the directors named above. The trustees and other relatives are the beneficiaries of the Chandler Trusts. On March 6, 1995, the Chandler Trusts owned in the aggregate 10,087,114 shares of Series A Stock and 11,100,814 shares of Series C Stock. Chandis Securities Company, a corporation, owns 8,581,432 shares of Series A Stock and 9,656,432 shares of Series C Stock. Substantially all of the outstanding stock of Chandis Securities Company is owned by one of the Chandler Trusts. In addition to their interests in shares held by the Chandler Trusts, Mrs. Babcock, her husband and children hold an aggregate of 9,680 shares of Series A Stock and 4,020 shares of Series C Stock, and Otis Chandler (individually and as trustee), his wife and children hold an aggregate of 69,479 shares of Series A Stock and 95,766 shares of Series C Stock. On March 6, 1995, this general family group owned directly or indirectly an aggregate of 18,945,185 shares of Series A Stock and 21,048,612 shares of Series C Stock (including shares owned by the Chandler Trusts and Chandis Securities Company), constituting 19.28% of the shares of Series A Stock and 68.89% of the Series C Stock outstanding on that date, representing 56.82% of the voting interests of all outstanding shares of Common Stock. (B) The persons named above and the general family group of which they are members may be deemed to be "parents" of the Company within the meaning of the Securities Act of 1933, as amended. Except as identified on pages 10 through 12, no other person was known by the Company to own beneficially more than 5% of the outstanding voting securities of the Company on March 6, 1995. On that date, as indicated below, all officers and directors owned beneficially, directly or indirectly, an aggregate of 25,109,112 shares (25.56%) of the Series A Stock and 25,055,171 shares (82.00%) of the Series C Stock, representing 68.27% of the voting interests of all outstanding shares of Common Stock. This includes shares owned by members of the general family group referred to above, the families of other officers and directors and shares owned by the Chandler Trusts, Chandis Securities Company and Pfaffinger Foundation (a non-profit corporation of which Robert F. Erburu is a trustee) and various benefit plans for employees of the Company and its subsidiaries. 9 13 OWNERSHIP OF COMMON STOCK With the exception of The Times Mirror Employee Stock Ownership Trust which holds 7.48% of the outstanding shares of Series C Stock (see page 12), the following persons are the only persons known to the Company to be "beneficial owners" (as that term is defined in the rules of the Securities and Exchange Commission) of more than 5% of any class of the Company's voting securities outstanding at March 6, 1995.
Series A Percent Series C Percent Name and Address of Common of Common of Beneficial Owner Stock Series Stock Series -------------------------------------- ---------- ------ ---------- ------ The Trustees of the Chandler Trusts 18,668,546* 19.00% 20,757,246* 67.93% c/o Chandis Securities Company 350 West Colorado Boulevard, Suite 230 Pasadena, CA 91105 Gwendolyn Garland Babcock 18,670,558* 19.00% 20,757,886* 67.94% c/o Chandis Securities Company 350 West Colorado Boulevard, Suite 230 Pasadena, CA 91105 Bruce Chandler 18,668,546* 19.00% 20,757,246* 67.93% c/o Chandis Securities Company 350 West Colorado Boulevard, Suite 230 Pasadena, CA 91105 Otis Chandler 18,726,127* 19.06% 20,820,035* 68.14% Times Mirror Square Los Angeles, CA 90053 Warren B. Williamson 18,668,546* 19.00% 20,757,246* 67.93% c/o Chandis Securities Company 350 West Colorado Boulevard, Suite 230 Pasadena, CA 91105 The Capital Group Companies, Inc. 8,086,200** 8.28% -- -- 333 South Hope Street Los Angeles, California 90071
------------ * Includes shares held by Chandis Securities Company and the Chandler Trusts (see Notes A and B on page 9). ** See page 11. 10 14 As of December 31, 1994, Capital Guardian Trust Company and Capital Research and Management Company, operating subsidiaries of The Capital Group Companies, Inc., exercised investment discretion with respect to 1,051,200 and 7,035,000 shares of Series A Stock, respectively, or a combined total of 8.28% of the Company's outstanding shares of Series A Stock which was owned by various institutional investors. "Beneficial ownership" of the Company's Common Stock by nominees for election as director, by the named executive officers, and by all directors and officers as a group, at March 6, 1995 is shown in the following table. For this purpose, the rules of the Securities and Exchange Commission require that every person who has or shares the power to vote or dispose of shares of stock be reported as a "beneficial owner" of all shares as to which such power exists. As a consequence, many persons may be deemed to be the "beneficial owners" of the same securities and for this reason all shares of Series A Stock and Series C Stock held by the trustees of the Chandler Trusts and by Chandis Securities Company (see Note A on page 9) are included in the shares reported in the table below as "beneficially owned" by each director who is also a trustee of the Chandler Trusts.
Series A Common Stock Series C Common Stock -------------------------------------------------- -------------------------------------------------- Additional Additional Shares Shares Number Deemed to Number Deemed to of be Percent of be Percent Shares "Beneficially of Shares "Beneficially of Name Owned(1) Owned"(2) Total Series Owned(1) Owned"(2) Total Series ------------------------ -------- -------------- ---------- ------- -------- -------------- ---------- ------- C. Michael Armstrong.... -- -- -- -- -- -- -- -- Gwendolyn Garland Babcock................ -- 18,670,558(3) 18,670,558 19.00 -- 20,757,886(3) 20,757,886 67.94 Donald R. Beall......... 1,000 -- 1,000 * -- -- -- -- John E. Bryson.......... -- -- -- -- -- -- -- -- Bruce Chandler.......... -- 18,668,546(3) 18,668,546 19.00 -- 20,757,246(3) 20,757,246 67.93 Otis Chandler........... 42 18,726,085(3) 18,726,127 19.06 42 20,819,993(3) 20,820,035 68.14 Robert F. Erburu........ 169,725 2,995,983(4) 3,165,708 3.22 119,613 1,793,174(4) 1,912,787 6.26 Clayton W. Frye, Jr. ... 4,770 -- 4,770 * 270 -- 270 * Curtis A. Hessler....... 22,345 -- 22,345 * 290 -- 290 * David Laventhol......... 42,451 2,739,760(5) 2,782,211 2.83 24,422 1,208,884(5) 1,233,306 4.04 Dr. Alfred E. Osborne, Jr. ................... 700 -- 700 * 550 -- 550 * Joan A. Payden.......... 1,000 -- 1,000 * -- -- -- -- Richard T. Schlosberg, III.................... 18,567 -- 18,567 * 1,000 -- 1,000 * William Stinehart, Jr. ................... 500 -- 500 * -- -- -- -- Thomas Unterman......... 181 3,088,409(6) 3,088,590 3.14 150 2,286,604(6) 2,286,754 7.48 Harold M. Williams...... 200 -- 200 * 200 -- 200 * Warren B. Williamson.... -- 18,668,546(3) 18,668,546 19.00 -- 20,757,246(3) 20,757,246 67.93 Donald F. Wright........ 17,985 400 18,385 * 4,817 -- 4,817 * Dr. Edward Zapanta...... 1,050 -- 1,050 * -- -- -- -- All directors and officers as a group (33 persons, including those named above)(7).. 332,746 24,776,366 25,109,112 25.56 171,251 24,883,920 25,055,171 82.00
------------ * Less than 1%. (notes continued on following page) 11 15 (1) Includes shares purchased on or before December 31, 1994 by the Trustee under the Times Mirror Savings Plus Plan and held by the Trustee for the accounts of participating officers at that date, and shares allocated to the accounts of participating officers as of December 31, 1994 under the Times Mirror Employee Stock Ownership Plan referred to on page 33 hereof. (2) Beneficial ownership of shares listed in these columns is disclaimed by the officers and directors. (3) See Note A on page 9. (4) Includes shares owned by Pfaffinger Foundation, The Times Mirror Stock Trust and the Times Mirror Savings Plus Plan Trust. Mr. Erburu disclaims beneficial ownership of these shares. (5) Includes shares owned by the Times Mirror Stock Trust and the Times Mirror Savings Plus Plan Trust. Mr. Laventhol disclaims beneficial ownership of these shares. (6) Includes shares held by The Times Mirror Employee Stock Ownership Trust. Mr. Unterman disclaims beneficial ownership of these shares. (7) Includes shares held by The Times Mirror Employee Stock Ownership Trust, Pfaffinger Foundation, The Times Mirror Stock Trust and the Times Mirror Savings Plus Plan Trust, as well as shares owned by the Chandler family. EMPLOYEE BENEFIT PLANS Three trusts maintained by the Company hold shares of Times Mirror Common Stock for various qualified retirement plans for employees of the Company and its subsidiaries. These trusts and their holdings of Times Mirror Common Stock as of March 6, 1995 are as follows:
Series A Common Stock Series C Common Stock ----------------------- ----------------------- Number of Percent of Number of Percent of Shares Series Shares Series Name of Trust Held Outstanding Held Outstanding ------------------------------------------ --------- ----------- --------- ----------- The Times Mirror Stock Trust(1)........... -- -- 901,582 2.95% The Times Mirror Employee Stock Ownership Trust (the "ESOP Trust")(2)............. 3,088,409 3.14% 2,286,604 7.48% Times Mirror Savings Plus Plan Trust(3)... 2,741,050 2.79% 307,781 1.01%
------------ (1) This trust holds Common Stock on behalf of The Times Mirror Pension Plan and various retirement plans for employees of the Company's subsidiaries. All decisions as to the voting (notes continued on following page) 12 16 and disposition of such Common Stock are under the authority and responsibility of the trust's two trustees, Robert F. Erburu and David Laventhol. (2) Shares of Times Mirror Common Stock allocated to participants' accounts in the Times Mirror Employee Stock Ownership Plan are voted by the participants themselves on matters presented at meetings of shareholders, while unallocated shares and shares with respect to which no participant directions are received are voted by the three trustees: James F. Guthrie (Vice President and Chief Financial Officer), James R. Simpson (Vice President, Human Resources) and Thomas Unterman (Senior Vice President and General Counsel). The three trustees have authority and responsibility for the disposition of both allocated and unallocated shares of Common Stock. (3) Shares of Times Mirror common stock held in the Times Mirror Savings Plus Plan accounts or allocated to participants' Payroll-Based Stock Ownership Plan ("PAYSOP") accounts are voted by the participants themselves on matters presented at meetings of stockholders. Shares allocated to the Times Mirror Savings Plus Plan accounts with respect to which no participant directions are received remain unvoted. Shares allocated to the PAYSOP accounts with respect to which no participant directions are received are voted by Bank of America, N.T. & S.A., as Trustee of the Times Mirror Savings Plus Plan. COMPENSATION OF DIRECTORS The Board of Directors is presently comprised of fifteen directors, two of whom are salaried employees of the Company. Five directors in Class III will be elected at the Annual Meeting of Shareholders on May 2, 1995. Directors who are not employees of the Company receive an annual retainer of $25,000 and a fee of $800 for attendance at each meeting of the Board of Directors and for attendance at each meeting of a committee of the Board of which they are members, except that the Chairmen of all the Committees except the Retirement Plan Committee each receive an additional annual retainer of $3,000. Directors' retainers, committee and meeting attendance fees may be deferred under the Deferred Compensation Plan for Directors, adopted by Times Mirror in 1994. Under the Plan, such amounts may be distributed, in accordance with the director's election at the time the deferral commitment is made, upon the January following: (i) termination of service, (ii) the later of termination of service or attainment of ages 55, 60, 65 or 70, or (iii) after a predetermined number of years. The director's deferral agreement may provide either a lump sum distribution or annual installment payments over 5, 10 or 15 years. In addition, certain provisions have been made for hardship and discounted in-service and change in control distributions. The crediting rate credited on the accounts, which takes into consideration the underlying investments, if any, and plan expenses, is determined annually by a committee appointed by the Executive 13 17 Personnel and Compensation Committee of the Board of Directors. Survivors are entitled to receive the unpaid account balance if a director dies prior to benefit commencement. Alternatively, such non-employee directors may elect to receive a percentage of their retainer and fees in the form of stock options under the Non-Employee Director Stock Option Plan. Options granted under that Plan have an exercise price equal to the market value of a share of Times Mirror Series A common stock on the date of grant, are exercisable from grant and are exercisable for a number of shares equal to the amount of retainer and fees that the director has elected to receive in the form of options, divided by the grant date present value of one option as determined pursuant to the Black-Scholes option valuation method. For each director who is not an employee, the Company provides $150,000 life insurance coverage and $100,000 travel accident insurance while traveling on Company business. Salaried employees receive no additional compensation or benefits for their services as directors. A director with at least five years of service is entitled to a retirement benefit payable for the number of years of service as an outside director under the Company's Pension Plan for Directors. The amount of the annual benefit upon commencement of retirement is equal to the sum of the annual retainer in effect at the time of termination plus attendance fees for Board meetings and service on committees paid or payable for the calendar year preceding termination. In order to receive a benefit, a director must be a member of the Board in good standing at the time of his or her retirement and be available while receiving benefits for consultation upon request. COMMITTEES OF THE BOARD OF DIRECTORS The standing committees of the Board are an Executive Committee, an Audit Committee, an Executive Personnel and Compensation Committee, a Finance Committee, a Nominating Committee and a Retirement Plan Committee. The functions of each of these six committees are described and the members of each are listed below. The Executive Committee has and may exercise substantially all authority of the Board of Directors with specific exceptions provided by law and the Company's bylaws. The members of the Executive Committee are Warren B. Williamson (Chairman), Donald R. Beall, John E. Bryson, Robert F. Erburu, Clayton W. Frye, Jr., William Stinehart, Jr. and Harold M. Williams. The Executive Committee met twice in 1994. Each year, the Audit Committee reviews the Company's audit plan, the scope of activities of the independent auditors and of internal auditors, the results of the audit after completion, and the fees for services performed during the year, and recommends to the Board of Directors the firm to be appointed as independent auditors. During a portion of each meeting this Committee meets with representatives of the independent auditors without any officers or employees of the Company 14 18 present. The members of the Audit Committee are Dr. Alfred E. Osborne, Jr. (Chairman), John E. Bryson, Clayton W. Frye, Jr., Joan A. Payden and Harold M. Williams, none of whom is either an officer or employee of the Company. The Audit Committee met three times in 1994. The Executive Personnel and Compensation Committee administers the Company's Key Employee Long-Term Incentive Plan, Executive Stock Option and Restricted Stock Plans, determines the compensation of key officers of the Company, authorizes and approves bonus-incentive compensation programs for executive personnel of the Company and considers and discusses other matters relating to key executive personnel, including management succession and promotions. Clayton W. Frye, Jr. (Chairman), Donald R. Beall, John E. Bryson, Dr. Alfred E. Osborne, Jr., William Stinehart, Jr. and Warren B. Williamson, none of whom is either an officer or employee of the Company, are the members of the Executive Personnel and Compensation Committee. The Executive Personnel and Compensation Committee met six times in 1994. The Finance Committee studies and makes recommendations to the Board of Directors regarding the investment of assets of the Company's pension and profit sharing plans. Warren B. Williamson (Chairman), Gwendolyn Garland Babcock, Bruce Chandler, Clayton W. Frye, Jr., Joan A. Payden, William Stinehart, Jr., Harold M. Williams and Dr. Edward Zapanta are the members of the Finance Committee, which met once in 1994. The Nominating Committee considers and recommends to the Board nominees for possible election to the Board of Directors and considers other matters pertaining to the size and composition of the Board of Directors and its Committees. The members of the Nominating Committee are Dr. Edward Zapanta (Chairman), Donald R. Beall, Otis Chandler, Robert F. Erburu and Dr. Alfred E. Osborne, Jr. The Nominating Committee met three times in 1994. The Nominating Committee recommended the renomination of all incumbent directors in Class III for election at the 1995 Annual Meeting. The Nominating Committee will give appropriate consideration to qualified persons recommended by shareholders if such recommendations are accompanied by information sufficient to enable the Nominating Committee to evaluate the qualifications of the persons recommended. Such recommendations must be submitted in writing to the Secretary of the Company no later than the December 31 preceding the annual meeting of shareholders at which directors are to be elected. The Retirement Plan Committee is responsible for review, evaluation and oversight of pension, profit-sharing and other retirement-oriented programs of the Company and its subsidiaries and the performance of these programs in relation to their purposes. Robert F. Erburu (Chairman) and David Laventhol are the members of the Retirement Plan Committee. The Retirement Plan Committee met once in 1994. 15 19 In 1994, there were nine meetings of the Board of Directors. During the year, each of the incumbent directors attended at least 75% of the aggregate number of meetings of the Board and Committees on which he or she sits. APPROVAL OF AMENDMENTS TO THE 1992 KEY EMPLOYEE LONG-TERM INCENTIVE PLAN In March 1992, the Board of Directors adopted, and in May 1992 the shareholders of the Company approved, the 1992 Key Employee Long-Term Incentive Plan (the "Plan"). Set forth below are amendments to the Plan which were adopted by the Company's Board of Directors, subject to shareholder approval. AMENDMENTS TO THE PLAN Number of Shares At the time the Plan was approved by the shareholders of the Company in 1992, 4,000,000 shares of Series A common stock were authorized for issuance under the Plan; of that amount, only approximately 544,000 shares remained available at December 31, 1994 for future option grants. As a result, on March 2, 1995, the Board of Directors adopted an amendment to the Plan, subject to shareholder approval which, effective January 1, 1995, increased the shares authorized for issuance under the Plan by an additional 6,000,000 shares of Series A common stock and which made available for future option grants under the Plan shares of common stock which are authorized but unissued under the Company's 1987 Restricted Stock Plan and its 1984 and 1988 Executive Stock Option Plans. As of December 31, 1994, there were a total of approximately 1,184,000 authorized but unissued shares reserved under the latter three plans which would be available for use under the Plan. Section 162(m) Amendments In the 1994 Proxy Statement, the Executive Personnel and Compensation Committee of the Board of Directors (the "Compensation Committee"), which administers the compensation programs of the Company, indicated its intention to generally comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). That section limits the tax deduction available to a company, with respect to compensation paid to certain executive officers of the company, unless the compensation qualifies as "performance based." In compliance therewith, the 16 20 Board of Directors adopted, subject to shareholder approval, the following amendments to the Plan which would apply to all awards under the Plan, commencing with those on November 30, 1994: (a) a per participant limit of not more than 300,000 shares of Series A common stock underlying any stock option grant for any one fiscal year; (b) a per participant limit of not more than three million dollars ($3,000,000) for a deferred cash incentive award made under the Plan in any one fiscal year; (c) a deferred cash incentive award may be earned based on one or more of the following criteria, either singly or in combination: (i) cash flow, including TMVM TSR (defined below), (ii) earnings per share (including earnings before interest, taxes and/or amortization), (iii) revenue, (iv) return on equity, (v) total shareholder return, (vi) return on capital, and/or (vii) return on assets. Transferability of Stock Options In addition, the Board of Directors amended the Plan to provide for limited transferability of stock options for estate planning purposes. The following summary of the main features of the Plan is qualified in its entirety by the complete text of the Plan, a copy of which may be obtained by shareholders of the Company upon request directed to the Company's Corporate Secretary at Times Mirror Square, Los Angeles, California 90053. PURPOSE OF THE PLAN The Plan is intended to increase the risk inherent in the compensation of the Company's senior managers and to reinforce the focus of these managers on creating incremental shareholder value by making a meaningful portion of their compensation directly dependent on business performance that contributes to the total return to the Company's shareholders. ELIGIBILITY Under the terms of the Plan, key employees recommended by the Company's Chief Executive Officer and designated by the Compensation Committee are eligible to receive grants of stock options and, in some cases, to earn a deferred cash incentive award based on the performance of the Company and, in some cases, the participant's business unit. Currently, approximately 400 employees are eligible to participate in the Plan. 17 21 STOCK OPTIONS Stock options granted under the Plan may be either non-qualified stock options or incentive stock options. The persons to whom options will be granted, the number of options subject to grant under the Plan and the exercisability and vesting of stock options granted will be determined by the Compensation Committee. The exercise price of all stock options will be no less than the fair market value of the Company's Series A common stock on the date of grant. The Plan permits the stock option exercise price and associated taxes to be paid by a variety of methods including withholding shares otherwise issuable upon exercise. Shares of stock which expire unexercised or are withheld to pay taxes or the exercise price are available for new option grants and awards. The Plan provides that for initial grants, incentive stock options will have a maximum term of ten years and the term of nonqualified stock options will be set by the Compensation Committee. Options which vest subject to the Company meeting specified performance objectives become exercisable nine years and nine months from the date of grant unless sooner accelerated. Currently, such performance vesting options become available for accelerated vesting following the end of an initial three-year performance cycle provided that the Company's total shareholder return over the three year period equals or exceeds a certain ranking relative to a designated group of other major media/communications firms over the same period. In the event that the Company's relative total shareholder return performance for the initial three-year performance cycle does not result in the accelerated vesting of 100% of the options, remaining unvested options will become eligible for accelerated vesting following the end of each successive fiscal year until the Company's performance for the most recent three-year cycle results in the vesting of 100% of the options, or nine years and nine months have elapsed since the date of grant. Vesting of options also will fully accelerate in the event of a participant's death or permanent disability and will accelerate on a pro-rata basis over three or four years in the event of "normal" or "early" retirement (as defined in the Plan). Options which are not dependent on the Company meeting specified performance objectives to vest will become available for exercise in four equal annual installments beginning one year from the date of grant. DEFERRED CASH INCENTIVE AWARDS Deferred cash incentive awards provide participants with the opportunity to earn an annual cash award based on performance over the three year period prior to payout. The amount of an individual's award will depend on his or her position with the Company, the Company's achievement of specified performance objectives over the performance cycle, and in some cases, the performance of the participant's business unit. For awards intended to qualify as "performance based" compensation for purposes of Section 162(m) of the Code, performance objectives will consist of one or more of the criteria listed above, either singly or in combination, measured on 18 22 either a relative or an absolute basis against pre-established targets. Currently, one such performance objective used by the Compensation Committee as a criterion for deferred cash incentive awards is measured by a management accounting concept known as Times Mirror Value Management -- Total Shareholder Return ("TMVM TSR"). For a Times Mirror business and for Times Mirror as a whole, TMVM TSR is a cash flow based measure of value creation, taking into account the interim cash flows and ending value of a business as compared to its initial value. Currently, TMVM TSR goals for Company-wide performance associates target awards with a TMVM TSR equal to two points above the Company's cost of capital. Except in the event of a participant's death, permanent disability or retirement, the right to earn a deferred cash incentive award will be forfeited upon termination of employment with the Company, unless the Compensation Committee provides otherwise. Upon death, permanent disability or retirement, the participant will be eligible to earn a pro-rata award based on the participant's service from the date of grant through the date of termination of employment and the performance of the Company, and in some cases the participant's business unit over the performance cycle. 19 23 ESTIMATE OF BENEFITS The benefits that will be paid in the future under the Plan are currently not determinable. The following table contains information about stock option awards and deferred cash incentive awards made under the Plan during the previous fiscal year to the named executive officers and others indicated therein. The market price of one share of Times Mirror Series A common stock on December 30, 1994 was $31.38.
Number of Securities Deferred Cash Name and Position Underlying Options Target Amounts($) ---------------------------------------- -------------------- ----------------- Robert F. Erburu........................ 97,500 925,000 Chairman of the Board, President and Chief Executive Officer Curtis A. Hessler....................... 30,500 275,000 Executive Vice President Richard T. Schlosberg, III.............. 30,500 275,000 Executive Vice President Donald F. Wright........................ 18,440 175,000 Senior Vice President Thomas Unterman......................... 17,400 165,000 Senior Vice President and General Counsel Executive Group (including officers named above).......................... 289,480 146,711* Non-Executive Director Group............ 0 0 Non-Executive Officer Employee Group.... 638,075 20,661*
--------------- * These are average amounts. CHANGE OF CONTROL Upon a "change of control" of the Company (defined in the Plan to include certain transactions that would result in over 50% of the Company's outstanding shares being held by certain persons or groups, certain substantial changes in the Board of Directors, or the approval of certain fundamental changes in the Board of Directors, or the approval of certain fundamental changes to the Company's structure, such as a merger, consolidation, reorganization, liquidation or dissolution), stock options granted under the Plan will immediately become available for exercise and the performance test for determining the amount of any deferred cash incentive award will be accelerated. In addition, the Plan provides for a conditional exercise of all stock options granted 20 24 under the Plan in the event of an announcement of a transaction intended to or reasonably expected to result in a "change of control transaction" (as defined in the Plan) if the terms of the transaction do not provide for a procedure whereby the participant may realize the difference between the option exercise price and the value per share received by the shareholders. In no event will payments of deferred cash incentive awards be made to participants, or option vesting accelerated, under these change of control provisions to the extent that the payment of the deferred cash incentive or the acceleration of option vesting would be subject to the payment of the excise tax by the option holder under Section 4999 of the Internal Revenue Code of 1986 (the "Code") or would result in the loss of the Company's tax deduction under Section 280G of the Code. FEDERAL INCOME TAX CONSEQUENCES The grant of a nonqualified or an incentive stock option will have no tax consequences to the participant or the Company. Upon the exercise of a nonqualified stock option, the excess of the fair market value of the stock at the date of exercise over the exercise price is taxable to a participant as ordinary income. The Company will receive a corresponding deduction of that amount as compensation. Upon the sale of Company stock resulting from an exercise of an option, the participant will realize either short- or long-term gain or loss. Options that are transferred without consideration to a trust or partnership for estate planning purposes remain subject to the foregoing tax treatment. The participant will have no taxable income upon exercising an incentive stock option (except that an alternative minimum tax may apply) and the Company will not receive a deduction when an incentive stock option is exercised. If the participant does not dispose of the shares of stock acquired upon exercise of an incentive stock option within the two year period commencing on the day after grant of the option or within one year after exercise, the gain or loss on a subsequent sale will be a capital gain or loss to the participant. The Company would not be entitled to a deduction in such an event. If the participant disposes of the shares within the two year period described above, the participant generally will realize ordinary income and the Company will be entitled to a corresponding deduction. The affirmative vote of the holders of at least a majority of the voting interests of the outstanding shares of Times Mirror common stock represented and entitled to vote at the meeting is required for approval of the amendments to the 1992 Key Employee Long-Term Incentive Plan. THE BOARD OF DIRECTORS OF THE COMPANY HAS ADOPTED THE AMENDMENTS TO THE 1992 KEY EMPLOYEE LONG-TERM INCENTIVE PLAN AND RECOMMENDS A VOTE FOR THEIR APPROVAL. 21 25 APPOINTMENT OF INDEPENDENT AUDITORS The Board of Directors of the Company, on the recommendation of its Audit Committee (consisting of directors who are neither officers nor employees of the Company--see page 14), has appointed Ernst & Young as independent auditors for the Company and its subsidiaries for 1995, subject to ratification by the shareholders. Ernst & Young has served as independent auditors for the Company since 1936. One or more members of the firm will attend the Annual Meeting. Ernst & Young has indicated that it does not presently intend to make a statement at the Annual Meeting, but a member of the firm will be available to respond to appropriate questions. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS. OTHER MATTERS Management does not know of any matter to be acted upon at the meeting other than the matters described above. If any other matter properly comes before the meeting, however, the proxy holders will vote thereon in accordance with their best judgment. 22 26 EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth information with respect to the compensation of the chief executive officer and each of the other four most highly compensated executive officers of the Company for services in all capacities to the Company for the fiscal years ended December 31, 1992, 1993 and 1994. Also, see Other Arrangements on page 34.
Long-Term Compensation ----------------------------------- Awards ------------------------ Securities Payouts Annual Compensation Underlying ------- -------------------- Other Annual Restricted Stock LTIP All Other Name and Salary Bonus Compensation Stock Options Payouts Compensation Principal Position Year ($) ($) ($) (#)(4) (#) ($) ($)(6) ------------------------ ---- ------- --------- ------------ ---------- ---------- ------- ------------ Robert F. Erburu 1994 923,077 1,000,000 -- 0 97,500 0 4,500 Chairman of the Board, 1993 875,001 300,000 -- 0 190,000(5) 0 4,497 President and Chief 1992 875,001 0 -- 0 56,000 0 4,364 Executive Officer Curtis A. Hessler 1994 498,078 400,000 74,096(2) 0 30,500 0 4,500 Executive Vice 1993 449,520 150,000 76,698 0 51,700(5) 0 4,497 President 1992 424,039 110,000 134,393 0 16,500 0 4,364 Richard T. Schlosberg, 1994 472,115 450,000 -- 0 30,500 0 4,500 III Executive Vice 1993 399,038 150,000 -- 0 51,700(5) 0 4,497 President 1992 349,711 110,000 62,415 0 16,500 0 4,364 Donald F. Wright 1994 384,231 225,000 -- 0 18,440 0 4,500 Senior Vice President 1993 364,712 125,000 -- 0 39,400(5) 0 4,497 1992 349,711 125,000 -- 0 16,500 0 4,364 Thomas Unterman 1994 362,020 250,000 84,587(3) 25,000 17,400 0 4,500 Senior Vice President 1993 324,375 175,000 56,288 0 32,740(5) 0 4,497 and General Counsel 1992(1) 80,769 50,000 -- 0 4,000 0 0
------------ (1) Mr. Unterman began employment with the Company on October 1, 1992. (2) Includes $47,500 in relocation assistance. (3) Includes $50,000 in relocation assistance. (4) As of December 30, 1994, the number and value of restricted stock award holdings were as follows: 12,500 ($392,250) by Mr. Erburu and 10,000 ($313,800) by Mr. Hessler. The value of Mr. Unterman's 25,000 shares of restricted stock at December 30, 1994 is not determinable since although he received the stock for his performance in 1994, it was not awarded until the following year. Dividends are payable on restricted stock to the extent paid on the Company's Series A common stock. (5) These combined amounts represent stock option awards for fiscal years 1993 and 1994 but which were made in 1993 due to a change in timing of the awards. (6) Amounts in this column are Company contributions to individual Savings Plus Plan (401(k)) accounts. 23 27 OPTION GRANTS TABLE The following table sets forth all grants of stock options in 1994 to the named executive officers of the Company under the Company's 1992 Key Employee Long-Term Incentive Plan. Option Grants in Fiscal Year 1994
Individual Grants ---------------------------------------------------------------------------------- % of Number of Total Securities Options Grant Underlying Granted Exercise Date Options to or Base Present Granted(1) Employees Price Expiration Value(2) Name (#) in 1994 ($/Sh) Date ($) --------------------------- --------- --------- -------- ---------- -------- Robert F. Erburu 97,500 10.51 30.81 11/30/04 639,600 Curtis A. Hessler 30,500 3.29 30.81 11/30/04 200,080 Richard T. Schlosberg, III 30,500 3.29 30.81 11/30/04 200,080 Donald F. Wright 18,440 1.99 30.81 11/30/04 120,966 Thomas Unterman 17,400 1.88 30.81 11/30/04 114,144
------------ (1) The options, which were granted on November 30, 1994, have a ten year term and become exercisable nine years and nine months from the date of grant unless sooner accelerated. Twenty-five percent of the options will become eligible for accelerated vesting following the end of an initial three-year performance cycle provided that the Company's total shareholder return over the three-year period equals or exceeds a 30th percentile ranking relative to the group of other major media/communications firms identified on page 31 over the same period. In the event that the Company's relative total shareholder return performance equals or exceeds a 40th percentile ranking, fifty percent of the options will become eligible for accelerated vesting. Upon achievement of a relative total shareholder return ranking equal to or greater than the 50th percentile of the peer group, all of the options will become eligible for accelerated vesting. In the event that the Company's relative total shareholder return performance for the initial three-year performance cycle does not result in the accelerated vesting of 100% of the options, remaining unvested options will become eligible for accelerated vesting following the end of each successive fiscal year until the Company's performance for the most recent three-year cycle results in the vesting of 100% of the options, or nine years and nine months have elapsed since the date of grant. (2) Based on the Black-Scholes option pricing model. The model assumes (a) volatility calculated using the standard deviation of the Company's stock price during the three years prior to the grant date (0.2219); (b) a risk-free rate of return based on the weekly average of 24 28 the 10-year Treasury Bill rate for the 52 weeks prior to the grant date (6.91%); and (c) the actual annual dividend yield of the Company's stock on the date of grant (3.36%). There is a vesting discount of 5% for each year of vesting restrictions. The total discount for each grant of 25% was based on assumed "cliff " vesting five years from the date of grant. AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1994 AND OPTION VALUES AT DECEMBER 30, 1994 The following tables set forth the number of securities underlying unexercised options held by the named executive officers at December 30, 1994 and the value of unexercised in-the-money options at December 30, 1994. None of the named executive officers exercised any stock options during 1994.
Number of Securities Underlying Value of Unexercised Unexercised Options at In-The-Money Options December 30, 1994 at December 30, 1994(1) --------------------------- --------------------------- Name Exercisable Unexercisable Exercisable Unexercisable ------------------------------------ ----------- ------------- ----------- ------------- Robert F. Erburu.................... 0 343,500 0 $54,844 Curtis A. Hessler................... 0 98,700 0 17,156 Richard T. Schlosberg, III.......... 0 98,700 0 17,156 Donald F. Wright.................... 0 73,340 0 10,373 Thomas Unterman..................... 0 54,140 0 14,788
--------------- (1) Represents the difference between the closing price of the Company's Series A common stock on December 30, 1994 ($31.3750) and the exercise price of the options. 25 29 LONG-TERM INCENTIVE PLAN AWARDS TABLE The following table describes deferred cash incentives awarded in 1994 under the Company's Long-Term Incentive Plan to the named executive officers. Long-Term Incentive Plan Awards in Fiscal Year 1994
Performance or Other Period Estimated Future Payouts Until ----------------------------------- Maturation Threshold Target Maximum Name or Payout(1) ($) ($) ($) ----------------------------- -------------- --------- ------- --------- Robert F. Erburu 3 years 462,500 925,000 1,850,000 Curtis A. Hessler 3 years 137,500 275,000 550,000 Richard T. Schlosberg, III 3 years 137,500 275,000 550,000 Donald F. Wright 3 years 87,500 175,000 350,000 Thomas Unterman 3 years 82,500 165,000 330,000
--------------- (1) Deferred cash incentive awards provide participants with the opportunity to earn an annual cash award based on performance over the three-year period prior to payout. Under the terms of the November 30, 1994 grant, performance for earning awards is measured by a management accounting concept known as Times Mirror Value Management -- Total Shareholder Return ("TMVM TSR"). For a Times Mirror business, and for Times Mirror as a whole, TMVM TSR is a cash flow based measure of value creation, taking into account the interim cash flows and ending value of a business as compared to its initial value. In the event that the Company's TMVM TSR over the Performance Cycle is equal to at least 9% the participant will receive the threshold amount, 13% will result in payout of the target and 21% and above will result in payout of the maximum. 26 30 The following material is not deemed to be part of a document filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and is not to be deemed to be incorporated by reference in any documents filed under the Securities Act of 1933, as amended, without the express consent of the persons named below. REPORT OF THE EXECUTIVE PERSONNEL AND COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION Committee Charter: The Board of Directors of The Times Mirror Company (the "Company") has delegated to the Executive Personnel and Compensation Committee (the "Committee") the authority to review, consider and determine the compensation of the Company's Executive Officers. This Committee was first established in 1962 and its activities have included the review and development of executive compensation programs and the award of incentive payments under those programs. The names of the Committee's members appear below. None of the members of the Committee is employed by the Company and none is employed by companies whose boards of directors include an officer of the Company. Compensation Policies: The Committee's policies are designed to assist the Company in attracting, retaining and motivating qualified executives by providing competitive levels of compensation that integrate the Company's annual and long-term performance goals, reward strong corporate performance, and recognize individual initiative and achievements. Targeted levels of the executives' overall compensation are set at levels that the Committee believes, based on a regular review of survey data provided by independent, nationally recognized compensation consulting firms, is at or slightly above the median of other companies of comparable size, complexity and industry focus. The compensation survey data reviewed by the Committee includes information on pay levels for the specific companies included in the peer group used to compare the Company's total shareholder return performance in the performance graph on page 31, as well as other companies within the media/communications industry against which the Company may compete in whole or in part for business or talent. For positions within specialized segments of the Company's business, including magazines and programming, the Committee also reviews compensation data for companies operating principally within such segments. Importantly, the executives' compensation is weighted heavily toward programs contingent upon the Company's near- and long-term financial performance and the return provided to the Company's stockholders. The Committee notes that approximately 65% of the total target compensation for Mr. Erburu in 1995 and approximately 55-60% of the total target compensation for the named executive officers in 1995 will be dependent upon Company performance. The Committee also believes that stock ownership by management and stock-based performance compensation programs are beneficial in aligning the interests of management and shareholders in enhancing shareholder value. 27 31 The Committee's policies were considered extensively in 1991 and 1992, resulting in a decision to generally replace the Company's Restricted Stock Plan with the proposal to and adoption by shareholders of the Company's 1992 Key Employee Long-Term Incentive Plan (the "Long-Term Incentive Plan"). They were again considered in 1993 in connection with the modification of this plan. As a result of this process, the compensation of the Company's executives is balanced among (a) an annual base salary which, together with certain benefits, is set at approximately the median of the Company's peer group, subject to variation by individual executive based on the executive's performance and length of service with the Company, (b) the potential for an annual incentive award consistent with industry practice and based on the level of the Company's operating income and other financial, strategic and individual performance criteria, (c) an award under the Long-Term Incentive Plan of stock options, of which the speed of vesting is dependent upon the Company's performance in total shareholder return over a three-year period relative to a group of comparable companies, and (d) the potential for a deferred cash award under the Long-Term Incentive Plan based on Company or business unit performance measured in terms of TMVM TSR (defined above) over a three-year period. In establishing salary levels, annual incentive award targets and award targets under the Long-Term Incentive Plan, the Committee relies on advice and competitive survey data provided by two independent and nationally recognized compensation consulting firms: Strategic Compensation Associates and Towers, Perrin. Based on information provided to the Committee by these firms, the Committee believes that the total compensation program for the Company's executive group falls within the policy guidelines established by the Committee of providing a performance-sensitive compensation opportunity for the Company's executives at or slightly above the median of the Company's peer group. In recent years, consistent with the Committee's policy of emphasizing performance-based pay, the actual compensation earned by the Company's senior executives generally has fallen below median competitive levels due to modest annual incentive payments and the failure of the Company to achieve the minimum level of performance required under the Long-Term Incentive Plan for the performance cycle ending on December 31, 1993 to generate deferred cash payments or accelerate the vesting of stock options granted thereunder and the absence of an award cycle ending in 1994. In determining annual incentive award payments for 1994 performance, the Committee considered the Company's 1994 operating results, which represented meaningful improvement over the prior year despite the continued negative effect of external economic conditions on the Company's most significant operating units; the operating results of the Company's individual business units, where applicable; strategic efforts to moderate the impact of the recession on the Company's key businesses; and the performance against specific objectives applicable to individual 28 32 executives. In addition, the Committee considered the contributions made by several executives to the creation of value in the Company's cable television operations, its preservation during 1994 and the realization of that value in the planning and execution of the merger of those operations with Cox Communications, Inc. This consideration was reflected in the levels of annual incentive awards paid to the executives involved in those activities, as well as, in the case of one executive, the award of shares of restricted stock. In addition, in determining the size of incentive awards to the named executive officers, the Committee considered competitive data as well as the relative responsibilities of the named executive officers. Compensation of Robert F. Erburu, the Chief Executive Officer. The Committee's consideration of the compensation of the Company's Chief Executive Officer, Mr. Robert F. Erburu, was strongly influenced by the contribution Mr. Erburu has made during his career with the Company; his role as a representative of the Company in the industry, its community and in national affairs; the progress the Company is making in diversifying its operations into non-advertising-based businesses; and the Company's efforts to moderate the severe impact of the recent recession on the most significant operating units of the Company. The Committee also considered the fact that Mr. Erburu voluntarily declined base salary increases and the payment of annual bonus-incentive awards in 1991, 1992 and 1993. In addition, the Committee considered Mr. Ebruru's contribution to the development of the Company's cable television business and to its merger with Cox Communications, Inc. Finally, it considered data presented by the Company's compensation consultants regarding the base salary, annual cash compensation and total compensation provided to the CEO's of the Company's industry peers. This data indicated that the recent actual total compensation provided to Mr. Erburu has been significantly below the median compensation of his industry counterparts. Based on the consideration of the above factors, the Committee determined to increase Mr. Erburu's annual base salary for 1995 to $950,000 and to award an annual bonus-incentive for 1994 of $1,000,000, which Mr. Erburu elected to defer under the Company's Deferred Compensation Plan for Executives in order to not violate the provisions of Section 162(m) of the Code. Based on the competitive data provided by the Company's compensation consultants, the increase in Mr. Erburu's annual base salary results in a salary level equal to approximately the 75th percentile of CEO salaries among the Company's peer group. Under the Long-Term Incentive Plan an award cycle did not end in 1994, and as a result, an award was not payable under this plan with respect to 1994. In establishing Mr. Erburu's award targets under the 1995 executive bonus-incentive program and his stock option grant and target long-term cash award for the performance cycle beginning with the Company's 1995 fiscal year, the Committee relied extensively on the competitive compensation data provided by its compensation consultant and the Committee's opinion regarding the portion of Mr. Erburu's total target compensation that should be dependent upon annual and long-term performance. Based on these considerations, the Committee granted Mr. Erburu an 29 33 option to purchase 97,500 shares of Times Mirror Series A common stock and a target cash opportunity of $925,000 under the Long-Term Incentive Plan. Mr. Erburu will be entitled to receive a pro-rata portion of the deferred cash incentive award, if any, earned by the Company's achievement of specified TMVM TSR objectives over the 1995 through 1997 performance cycle and a portion of the stock options, both of which will vest following his retirement date and which will be based upon his service from the date of commencement of the performance cycle for the deferred cash incentive award and the date of grant for stock options, through his retirement date. Company Policy Regarding Section 162(m) of the Internal Revenue Code: The 1993 Omnibus Budget Reconciliation Act ("OBRA") became law in August 1993. Under the new law, income tax deductions for compensation paid by publicly-traded companies may be limited to the extent total compensation (including base salary, annual bonus, restricted stock awards, stock option exercises, and non-qualified benefits) for certain executive officers exceeds $1 million in any one year. Under OBRA, the deduction limit does not apply to payments which qualify as "performance-based." To qualify as "performance-based," compensation payments must be made from a plan that is administered by a committee of outside directors. In addition, the material terms of the plan must be disclosed to and approved by shareholders, and the committee must certify that the performance goals were achieved before payments can be awarded. The Committee intends to design the Company's compensation programs to conform with the OBRA legislation and related regulations so that total compensation paid to any employee will not exceed $1 million in any one year, except for compensation payments in excess of $1 million which qualify as "performance-based." However, the Company may pay compensation which is not deductible in limited circumstances when sound management of the Company so requires. Clayton W. Frye, Jr., Chairman Alfred E. Osborne, Jr. Donald R. Beall William Stinehart, Jr. John E. Bryson Warren B. Williamson
30 34 STOCK PRICE PERFORMANCE GRAPH The stock price performance graph depicted below shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts. The graph below compares the cumulative total return of Times Mirror, the S&P 500 Stock Index and the following group of peer companies: A. H. Belo Corporation, Capital Cities ABC, Inc., Dow Jones & Co., Inc., E. W. Scripps Company, Gannett, Inc., Knight-Ridder, Inc., McClatchy Newspapers, Inc., McGraw Hill, Inc., Media General, Inc., Meredith Corporation, Multimedia, Inc., New York Times Company, Tribune Company, and the Washington Post Company. COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN(1)(2) OF TIMES MIRROR, S&P 500 AND PEER GROUP
PEER GROUP MEASUREMENT PERIOD (WEIGHTED (FISCAL YEAR COVERED) TIMES MIRROR S&P 500 AVERAGE) 1989 100 100 100 1990 78 97 81 1991 93 126 92 1992 97 136 104 1993 108 150 122 1994 105 152 127
(1) Assumes $100 invested on December 31, 1989 in the stock of Times Mirror and the peer group companies. Total Shareholder Return assumes reinvestment of dividends. (2) S&P 500 and Peer Group data weighted by market capitalization as of beginning of each year. 31 35 RETIREMENT PLANS The following table illustrates the maximum annual benefits payable as a single life annuity under the basic benefit formula in the Pension Plan (see below) to an officer or employee retiring at age 65 with the specified combination of final average salary and years of credited service. PENSION PLAN TABLE
Years of Credited Service at Retirement Final Average ---------------------------------------------------- Salary (5 years) 15 20 25 30 35 ---------------- -------- -------- -------- -------- -------- $ 300,000 ....................... $ 78,750 $105,000 $131,250 $157,500 $183,750 400,000 ....................... 105,000 140,000 175,000 210,000 245,000 500,000 ....................... 131,250 175,000 218,750 262,500 306,250 600,000 ....................... 157,500 210,000 262,500 315,000 367,500 700,000 ....................... 183,750 245,000 306,250 367,500 428,750 800,000 ....................... 210,000 280,000 350,000 420,000 490,000 900,000 ....................... 236,250 315,000 393,750 472,500 551,250 1,000,000 ....................... 262,500 350,000 437,500 525,000 612,500 1,100,000 ....................... 288,750 385,000 481,250 577,500 673,750
The Company maintains a retirement income plan (the "Pension Plan") which is a funded, qualified, non-contributory, defined benefit plan that covers substantially all salaried employees, including executive officers. The Pension Plan provides benefits based on the participant's highest average salary for five consecutive years within the ten years prior to retirement and the participant's length of service. Benefit amounts will be offset by a portion of the primary Social Security benefit to be received by the participant. A survivor's annuity for the spouse of a vested participant is also provided. In general, compensation covered by the Pension Plan includes salary and wages, but does not include bonuses, overtime pay, or other unusual or extraordinary compensation. For the executive officers whose compensation is shown in the table on page 23 up to $150,000 in 1994 and designated as salary in that table is covered by the Pension Plan. Credited years of service under the Pension Plan as of December 31, 1994 were approximately 34 years for Mr. Erburu, 4 years for Mr. Hessler, 7 years for Mr. Schlosberg, 17 years for Mr. Wright and 2 years for Mr. Unterman. The amounts shown in the table above have been calculated without adjustment for Social Security benefits, and thus may be subject to reduction to recognize primary Social Security benefits to be received by the participant. The amounts shown in the table above have also been calculated without reference to the maximum limitations ($118,800 in 1994) imposed by the 32 36 Internal Revenue Code on benefits which may be paid, or on compensation that may be recognized, under a qualified defined benefit plan. Optional forms of payment available under the Pension Plan may result in substantially reduced payments to an employee electing such an option. In addition to the amounts shown in the above table, active participants employed on March 29, 1985 are eligible for a past service benefit improvement as a single sum equal to 2% of 1984 base salary times years of credited service before 1985. This amount will be increased by an amount equal to interest, currently at 7 1/2% per annum, until termination or retirement and then may be paid as a single sum or converted into an equivalent annuity commencing at retirement. The Company also maintains an Employee Stock Ownership Plan (the "ESOP"). Benefits provided by the ESOP are coordinated with benefits provided under the Pension Plan so that benefits payable under the ESOP will be offset against benefits otherwise payable under the Pension Plan. Officers of the Company are eligible to participate in the ESOP and, subject to applicable limitations imposed by the Internal Revenue Code and by the Employee Retirement Income Security Act of 1974, will be entitled to receive shares allocated to their accounts and other benefits provided by the ESOP. Estimated individual account balances as of December 31, 1994, including estimated allocations for 1994, included approximately 6,603 shares of Series A and Series C common stock for Mr. Erburu, 648 shares for Mr. Hessler, 2,455 shares for Mr. Schlosberg, 4,255 shares for Mr. Wright and 331 shares for Mr. Unterman. The Company also maintains a Supplemental Executive Retirement Plan (the "SERP") to provide retirement benefits for certain officers of the Company designated by the Executive Personnel and Compensation Committee (the "Compensation Committee"). Participants in the SERP will be entitled to receive benefits thereunder after reaching age 65 in addition to benefits payable under all other employee benefit plans. Of the named officers on page 23, the Compensation Committee has designated Messrs. Erburu, Hessler, Schlosberg and Wright as participants in the SERP. Benefits payable under the SERP will be determined in substantially the same manner as under the Pension Plan except that (a) earnings shall include both base salary and awards under the bonus-incentive program, and (b) the amount payable shall be calculated without regard to the provisions of Section 415 of the Internal Revenue Code or other legal limits on benefits under a qualified pension plan. The SERP provides that each participant shall receive benefits thereunder at least equal to the difference between the amount such participant is entitled to receive under the Pension Plan and the amount he or she would have been entitled to receive without regard to the maximum limitations imposed by the Internal Revenue Code. If a married participant dies, his or her spouse will be entitled to receive a lifetime annuity equal to approximately one-half the amount the participating officer would have been entitled to receive under the SERP as of the date of the participant's death. 33 37 The SERP is unfunded. Except for the annuity payable to a spouse after the death of a participant, no benefits are payable under the SERP, and participants have no vested rights thereunder, unless and until a participant continues in the employ of the Company until retirement on or after attaining age 65 or the Compensation Committee grants the executive vested status, except that Mr. Erburu's benefits under the SERP are now fully vested and he may elect to commence benefits under the SERP upon termination of his employment without reduction to reflect commencement prior to age 65. The SERP also provides that upon a change of control, the benefits of each participant under the SERP (other than Mr. Erburu whose benefits under the SERP are already fully vested), shall be fully vested and each such participant shall be entitled to receive his or her benefits under the SERP commencing upon termination of employment, provided that any such benefit commencing prior to age 65 shall be actuarially reduced to reflect its commencement prior to age 65. The Company has established an ERISA excess retirement plan (the "Excess Plan") to provide pension benefits for certain employees including officers of the Company. The Excess Plan provides that each participant will receive benefits thereunder equal to the difference between the amount such participant is entitled to receive under the Pension Plan and the amount he or she would have been entitled to receive without regard to the maximum limitations imposed by the Internal Revenue Code. Participants will be vested under the Excess Plan under the same vesting provisions as the Pension Plan. The Excess Plan is unfunded. OTHER ARRANGEMENTS The Company has an agreement with Mr. Otis Chandler, a director of the Company, under which he is entitled to receive supplemental payments from the Company sufficient to provide an aggregate of $300,000 each year from (i) payments made to or for Mr. Chandler's account under the Company's Pension Plan and ESOP, and (ii) supplemental payments to be made by the Company. That agreement also provides for payment of supplemental benefits to Mr. Chandler's widow following his death sufficient to provide her, from her survivor's annuity under the Company's Pension Plan and a supplemental benefit from the Company, an aggregate of one-half of the amount Mr. Chandler is entitled to receive. Mr. and Mrs. Chandler are also entitled to continuation of life insurance on Mr. Chandler's life and medical and dental coverage provided for certain active and retired officers. Larry W. Wangberg, former Senior Vice President of the Company and former President and Chief Executive Officer of Times Mirror Cable Television, was a named executive officer in the Company's 1994 Proxy Statement. Mr. Wangberg terminated employment from the Company in February 1995 and in recognition of his contribution to the successful completion of the merger of Times Mirror Cable Television with Cox Communications received payments from the Company 34 38 totalling $1,250,000 as well as severance compensation from the acquiror of the Company's cable television business. REVOCATION OF PROXIES Any shareholder may revoke a proxy by written notice of revocation delivered to the Company's transfer agent, First Interstate Bank of California, P.O. Box 30042, Terminal Annex, Los Angeles, California 90030-9990, or to the Secretary of the Company at Times Mirror Square, Los Angeles, California 90053, by executing another proxy bearing a later date, or by voting the shares in person at the meeting of shareholders. 1996 ANNUAL MEETING Shareholder proposals must be received by the Company on or before November 22, 1995 to be considered for inclusion in the proxy statement and presentation at the 1996 Annual Meeting of Shareholders, which is expected to be held on May 7, 1996. GENERAL The cost of soliciting proxies will be borne by the Company. Proxy cards and materials will also be distributed to beneficial owners of stock through brokers, dealers, banks, voting trustees, custodians, nominees and other like parties and the Company will reimburse such parties for their charges and expenses in connection therewith at the rates approved by the New York Stock Exchange. The Company has retained D.F. King & Co. to assist in the solicitation of proxies. D.F. King & Co. may solicit proxies by mail, telephone, telegraph and personal solicitation, and will request brokerage houses and other nominees, fiduciaries and custodians nominally holding shares of Series A Common Stock of record to forward proxy soliciting material to the beneficial owners of such shares. For these services, the Company will pay D.F. King & Co. a fee estimated not to exceed $16,500, plus reimbursement of expenses. In addition, following the original mailing of the proxy soliciting material, directors, officers and regular employees of the Company may solicit proxies by mail, telephone, telegraph and personal interview, for which they will receive no additional compensation. O. JEAN WILLIAMS Secretary March 24, 1995 35 39 TIMES MIRROR NOTICE OF ANNUAL MEETING AND PROXY STATEMENT TIME TUESDAY, MAY 2, 1995 AT 9:30 IN THE MORNING PLACE HARRY CHANDLER AUDITORIUM TIMES MIRROR SQUARE FIRST AND SPRING STREETS IN LOS ANGELES
TIMES MIRROR TIMES MIRROR SQUARE, LOS ANGELES, CALIFORNIA 90053 40 GOLD TO: Bank of America, NT&SA Trustee for The Times Mirror Savings Plus Plan and James F. Guthrie, James R. Simpson and Thomas Unterman, Trustees for The Times Mirror Employee Stock Ownership Plan Please vote all shares of Times Mirror Series A and Series C common stock held in my account under The Times Mirror Savings Plus Plan (including PAYSOP) and all such shares allocated to my account under The Times Mirror Employee Stock Ownership Plan as follows: IMPORTANT: PLEASE MARK BOXES TO GIVE VOTING INSTRUCTIONS (SEE NOTE BELOW) 1. ELECTION OF DIRECTORS / / FOR ALL NOMINEES LISTED / / WITHHOLD AUTHORITY (Except as marked to the contrary below) to vote for all of the nominees listed below
CLASS III: Otis Chandler, Robert F. Erburu, Clayton W. Frye, Jr., David Laventhol, Harold M. Williams (INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name below) -------------------------------------------------------------------------------- 2. FOR / / AGAINST / / ABSTAIN / / approval of amendments to 1992 Key Employee Long-Term Incentive Plan 3. FOR / / AGAINST / / ABSTAIN / / ratifying the appointment of Ernst & Young LLP as Independent Auditors for the Company and its subsidiaries ---------------------------------------------------- ------------------------------------- Please sign exactly as imprinted on reverse Date
NOTE: YOUR VOTING INSTRUCTIONS ARE SOLICITED FOR SHARES IN YOUR SAVINGS PLUS PLAN ACCOUNT (INCLUDING PAYSOP) AND SHARES ALLOCATED TO YOUR ACCOUNT UNDER THE ESOP. ALL SUCH SHARES WILL BE VOTED AS YOU DIRECT, BUT IF YOU FAIL TO RETURN YOUR INSTRUCTIONS YOUR SHARES HELD IN THE ESOP AND IN THE PAYSOP PORTION OF THE SAVINGS PLUS PLAN WILL BE VOTED AT THE DISCRETION OF THE TRUSTEES. YOUR SHARES IN THE SAVINGS PLUS PLAN, EXCLUSIVE OF THE PAYSOP ACCOUNT, WILL REMAIN UNVOTED AND WILL BE RECORDED AS ABSTENTIONS IF YOU FAIL TO RETURN YOUR INSTRUCTIONS. TO: Participants in The Times Mirror Savings Plus Plan and The Times Mirror Employee Stock Ownership Plan The Times Mirror Savings Plus Plan (the "SPP") and The Times Mirror Employee Stock Ownership Plan (the "ESOP") provide that the Trustees shall vote all shares of Times Mirror Common Stock held in the SPP (including PAYSOP) and all shares allocated to participants' accounts under the ESOP at any meeting of shareholders of the Company in accordance with written instructions from the participants. PLEASE MARK YOUR VOTING INSTRUCTIONS for the May 2, 1995 Annual Meeting of Shareholders or any adjournment thereof in the spaces provided on the reverse side of this card, sign and date the form and return it to the Company's transfer agent in the enclosed postage prepaid envelope. PLEASE RETURN THIS CARD PROMPTLY. THE TRUSTEES YOU MAY RECEIVE OTHER INSTRUCTION CARDS FOR SHARES REGISTERED IN A DIFFERENT MANNER. IF SO, PLEASE SIGN AND RETURN ALL SUCH INSTRUCTION CARDS IN THE ENCLOSED ENVELOPE. SERIES A AND SERIES C 41 WHITE [LOGO] TIMES MIRROR P PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- MAY 2, 1995 The undersigned, revoking all prior proxies, hereby appoint ROBERT F. ERBURU and DAVID LAVENTHOL, or each or either of them, proxies for the undersigned, with full power of substitution, to vote all shares of Series A common stock and Series C common stock which the undersigned is entitled to vote at the Annual Meeting of Shareholders of The Times Mirror Company R to be held in Los Angeles, California on May 2, 1995 at 9:30 a.m., Pacific Daylight Time, or at any adjournment thereof, upon such business as may properly come before the meeting or at any adjournment thereof including, without limiting such general authorization, the following proposals described in the accompanying proxy statement: 1. ELECTION OF DIRECTORS O / / FOR ALL NOMINEES LISTED / / WITHHOLD AUTHORITY (Except as marked to the contrary below) to vote for all of the nominees listed below
Class III: Otis Chandler, Robert F. Erburu, Clayton W. Frye, Jr., David Laventhol, Harold M. Williams (INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name below) X --------------------------------------------------------------------------- 2. FOR / / AGAINST / / ABSTAIN / / approval of amendments to the 1992 Key Employee Long-Term Incentive Plan 3. FOR / / AGAINST / / ABSTAIN / / ratifying the appointment of Ernst & Young LLP as Independent Auditors for the Company and its subsidiaries Y SERIES A AND SERIES C (continued, and to be signed on reverse side) (continued from other side) UNLESS OTHERWISE SPECIFIED ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR APPROVAL OF THE AMENDMENTS TO THE 1992 KEY EMPLOYEE LONG-TERM INCENTIVE PLAN, AND FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned agree that said proxies may vote in accordance with their discretion with respect to any other matters which may properly come before the meeting. Should any nominee for director become unavailable, discretionary authority is conferred to vote for a substitute. The undersigned instructs such proxies to vote as directed on the reverse side. SERIES A This Proxy should be dated, SERIES C signed by the shareholder exactly as printed at the left and returned promptly in the enclosed envelope. Persons signing in a fiduciary capacity should so indicate.
Dated..................., 1995 .............................. (Signature) .............................. (Signature) / / I PLAN TO ATTEND THE MEETING. / / PLEASE SEND PARKING CARD.