-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, tZb+ubIfSch8ou4oon+ekzqHEj4S+Zyz3UmUne0+ibthd/8lTQo2XMbBKxxmxiQt 64OqUYOKuMaey2pxEYB1ng== 0000950150-95-000239.txt : 19950414 0000950150-95-000239.hdr.sgml : 19950406 ACCESSION NUMBER: 0000950150-95-000239 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950323 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950405 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIMES MIRROR CO /NEW/ CENTRAL INDEX KEY: 0000925260 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 954481525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13492 FILM NUMBER: 95527168 BUSINESS ADDRESS: STREET 1: TIMES MIRROR SQUARE STREET 2: 220 WEST FIRST STREET CITY: LOS ANGELES STATE: CA ZIP: 90053 BUSINESS PHONE: 2132373700 MAIL ADDRESS: STREET 1: TIMES MIRROR SQUARE STREET 2: 202 WEST 1ST ST CITY: LOS ANGELES STATE: CA ZIP: 90053 FORMER COMPANY: FORMER CONFORMED NAME: NEW TMC INC DATE OF NAME CHANGE: 19940613 8-K 1 FORM 8-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ FORM 8-K ____________________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): March 23, 1995 ____________________________ THE TIMES MIRROR COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware 1-13492 95-4481525 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) Times Mirror Square 90053 Los Angeles, California (Zip Code) (Address of Principal Executive Offices)
Registrant's telephone number, including area code: (213) 237-3700 None (Former Name or Former Address, if Changed Since Last Report) ================================================================================ 2 ITEM 5. OTHER EVENTS On March 23, 1995, The Times Mirror Company issued the press releases attached hereto as Exhibits 20.1 and 20.2, respectively, each of which is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following exhibits are filed with this report on Form 8-K:
Exhibit No. Description ----------- ----------- 20.1 Press release of the Registrant dated March 23, 1995. 20.2 Press release of the Registrant dated March 23, 1995.
3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE TIMES MIRROR COMPANY O. JEAN WILLIAMS ____________________________ O. Jean Williams Secretary and Associate General Counsel April 5, 1995
EX-99.20.1 2 PRESS RELEASE DATED MARCH 23, 1995. 1 EXHIBIT 20.1 For Immediate Release Times Mirror Issues Series A Preferred Stock LOS ANGELES, CALIFORNIA, March 23, 1995 -- The Times Mirror Company announced today the amount and dividend rate on its Cumulative Redeemable Preferred Stock, Series A, to be issued to the Chandler Trusts on Friday, March 24, 1995. The Company will issue 823,568 shares of Series A Preferred with a dividend rate of 8 percent per annum. The aggregate stated value of the Series A Preferred will be approximately $411.7 million. The issuance of the Series A Preferred is required as part of the merger of Times Mirror's cable television operations with Cox Communications, Inc. As part of the merger transaction, the Company is committed to issue the Series A Preferred to the Chandler Trusts in connection with the completion by Cox of its distribution of common stock to Times Mirror shareholders other than the Chandler Trusts. The Chandler Trusts did not receive shares of Cox common stock in the merger. Pursuant to the merger agreement, Cox announced today the issuance of 6,098,238 additional shares of its common stock to Times Mirror shareholders, other than the Chandler Trusts. As a result, Times Mirror shareholders, other than the Chandler Trusts, have received a total of 54,904,252 shares of Cox common stock with an aggregate value of approximately $932 million. The dividend rate for the Series A Preferred was established by a bidding process in which the Company accepted bids, based on market rates for comparable securities, from three investment banks, the investment bank advising the Chandler Trusts, the investment bank advising the special committee of outside directors of the Company, and a third independent investment bank selected by the two other banks. 2 Pursuant to the Company's agreement with the Chandler Trusts, the middle bid was utilized to determine the dividend rate of the Series A Preferred. Times Mirror (TMC--New York and Pacific stock exchanges), a Los Angeles-based consumer and professional information company, publishes the Los Angeles Times, Newsday/New York Newsday, and other newspapers, a wide array of books, information and educational products for professional markets; and national and trade magazines and multimedia software for consumer markets. ### Press Information Investor Information Martha Goldstein Jean Jarvis Times Mirror Times Mirror 213-237-3935 EX-99.20.2 3 PRESS RELEASE DATED MARCH 23, 1995. 1 EXHIBIT 20.2 For Immediate Release Times Mirror Announces Final Results of PERCS(R) Exchange Offer LOS ANGELES, CALIFORNIA, March 23, 1995 -- The Times Mirror Company announced today the final results of its offer of 16,563,343 shares of its Preferred Equity Redemption Cumulative Stock(TM) (PERCS(R)) for shares of its common stock. A total of 55,207,378.572 common shares were tendered for exchange, of which 49,795,885.572 were shares of Series A Common Stock, and 5,411,493 were shares of Series C Common Stock. Because the PERCS exchange offer was oversubscribed, the Company has accepted 29.9311 percent of the common stock tendered by each holder in exchange for a like number of shares of PERCS, after fully accepting tenders from holders of 99 or fewer shares of common stock who tender all their shares. Fractional PERCS shares are not being issued. The Company is returning to shareholders the balance of the common shares tendered but not accepted because of the oversubscription. The PERCS, which are listed on the New York Stock Exchange under "TMC Pr. P" began trading on a "when issued" basis on March 17, 1995. As a result of the exchange offer, the total number of common shares outstanding is approximately 112.0 million, of which 82.9 million are shares of Series A Common Stock and 29.1 million are shares of Series C Common Stock. 2 Each share of PERCS has a stated value of $21.131 and terms of the PERCS include a dividend at the annual rate of $1.374 ($0.3435 per quarter) per share and automatic conversion at the end of three years into one share of Series A Common Stock, if not previously redeemed by the Company. The PERCS may be called by Times Mirror for redemption until March 31, 1998 at a per share price equal to $28.52685 plus an amount approximately equal to the amount of incremental dividends that would have accrued on a PERCS share between the redemption date and March 31, 1998 but for the redemption. The redemption price is payable in shares of Times Mirror Series A Common Stock, plus cash equal to dividends accrued and unpaid to the redemption date. Times Mirror (TMC--New York and Pacific stock exchanges), a Los Angeles-based consumer and professional information company, publishes the Los Angeles Times, Newsday/New York Newsday, and other newspapers, a wide array of books, information and educational products for professional markets; and national and trade magazines and multimedia software for consumer markets. ### Press Information Investor Information Martha Goldstein Jean Jarvis Times Mirror Times Mirror 213-237-3727 213-237-3935
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