-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JFTHHDGulXBrG9Sl7bpZlsIiLgju/3KAQgn9vSmvMDNGvruSY2wKr0vzU6kAnIiG 79as+4Eil6aoLTM71qerxw== 0000950150-96-000005.txt : 19960111 0000950150-96-000005.hdr.sgml : 19960111 ACCESSION NUMBER: 0000950150-96-000005 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960108 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIMES MIRROR CO /NEW/ CENTRAL INDEX KEY: 0000925260 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 954481525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44143 FILM NUMBER: 96501798 BUSINESS ADDRESS: STREET 1: TIMES MIRROR SQUARE STREET 2: 220 WEST FIRST STREET CITY: LOS ANGELES STATE: CA ZIP: 90053 BUSINESS PHONE: 2132373700 MAIL ADDRESS: STREET 1: TIMES MIRROR SQUARE STREET 2: 202 WEST 1ST ST CITY: LOS ANGELES STATE: CA ZIP: 90053 FORMER COMPANY: FORMER CONFORMED NAME: NEW TMC INC DATE OF NAME CHANGE: 19940613 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIMES MIRROR CO /NEW/ CENTRAL INDEX KEY: 0000925260 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 954481525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: TIMES MIRROR SQUARE STREET 2: 220 WEST FIRST STREET CITY: LOS ANGELES STATE: CA ZIP: 90053 BUSINESS PHONE: 2132373700 MAIL ADDRESS: STREET 1: TIMES MIRROR SQUARE STREET 2: 202 WEST 1ST ST CITY: LOS ANGELES STATE: CA ZIP: 90053 FORMER COMPANY: FORMER CONFORMED NAME: NEW TMC INC DATE OF NAME CHANGE: 19940613 SC 13E4/A 1 SCHEDULE 13E-4 AMENDMENT NO. 1 (FINAL AMENDMENT) 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-4 Issuer Tender Offer Statement (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) Amendment No. 1 (Final Amendment) THE TIMES MIRROR COMPANY (Name of Issuer) THE TIMES MIRROR COMPANY (Name of Person(s) Filing Statement) Conversion Preferred Stock, Series B, $1.00 Par Value Per Share (Title of Class of Securities) 887364 40 4 (CUSIP Number of Class of Securities) E. THOMAS UNTERMAN Senior Vice President and Chief Financial Officer The Times Mirror Company Times Mirror Square Los Angeles, California 90053 (213) 237-3700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) Copy to: PETER F. ZIEGLER, ESQ. Gibson, Dunn & Crutcher 333 South Grand Avenue Los Angeles, California 90071 (213) 229-7000 November 29, 1995 (Date Tender Offer First Published, Sent or Given to Security Holders) CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee** ---------------------- ---------------------- $90,598,914 $18,120
* The Transaction Valuation is based upon the purchase of 3,467,901 shares at $26.125 per share. ** The amount of the filing fee, calculated in accordance with Rule 0-11, equals 1/50 of one percentum of the value of the securities to be acquired. The amount of $17,225 was previously paid with the Schedule 13E-4 filed by The Times Mirror Company on November 29, 1995. The amount of $895, the difference between the amount previously paid and the amount of the filing fee indicated above, is transmitted herewith in accordance with Rule 0-11(a)(3). [x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $17,225 Filing Party: The Times Mirror Company Form or Registration No.: Schedule 13E-4 Date Filed: November 29, 1995
2 This Amendment No. 1 (Final Amendment), dated January 8, 1996, amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 dated November 29, 1995 (the "Schedule 13E-4") of The Times Mirror Company, a Delaware corporation (the "Company"), filed with the Securities and Exchange Commission in connection with the Company's offer to purchase up to 3,250,000 shares of its Conversion Preferred Stock, Series B, par value $1.00 per share (the "Shares"), at a price, net to the seller in cash, without interest thereon, not greater than $26.50 nor less than $25.00 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 29, 1995 (the "Offer to Purchase") and the related Letter of Transmittal (which together constitute the "Offer"), copies of which were filed as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 13E-4 and incorporated by reference therein. Items 8 and 9 and the Exhibit Index of the Schedule 13E-4 are hereby supplemented and amended by adding the following: ITEM 8. ADDITIONAL INFORMATION At 12:00 midnight, New York City time, on Wednesday, December 27, 1995 (the "Expiration Date"), the Offer expired. Based on the information provided by First Interstate Bank of California (the "Depositary"), a total of 4,928,233 Shares were validly tendered and not withdrawn, including Shares for which certificates were delivered to the Depositary pursuant to the guaranteed delivery procedure set forth in the Offer to Purchase. The Company has elected to purchase 3,467,901 Shares at a Purchase Price of $26.125 per Share. Pursuant to the Offer, the Company increased the number of Shares to be purchased by 217,901, as permitted without requiring an extension of the Offer. The Company accepted for purchase all Shares that were validly tendered at prices at or below the Purchase Price and not withdrawn on or prior to the Expiration Date, upon the terms and subject to the conditions of the Offer, including the provisions thereof relating to conditional tenders. No proration was required. After giving effect to the Company's purchase of Shares pursuant to the Offer, the total number of Shares outstanding is 7,789,276. Copies of the Company's press releases dated December 28, 1995 and January 8, 1996, announcing the preliminary results of the Offer and the purchase price of the Shares, and the final results of the Offer, respectively, are attached hereto as Exhibits (a)(9) and (a)(10), and are incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS (a)(9) Form of Press Release issued by the Company on December 28, 1995. (a)(10) Form of Press Release issued by the Company on January 8, 1996. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, correct and complete. Dated: January 8, 1996 THE TIMES MIRROR COMPANY By: /s/ E. THOMAS UNTERMAN ---------------------------------- E. Thomas Unterman, Senior Vice President and Chief Financial Officer 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION (a)(9) Form of Press Release issued by the Company on December 28, 1995. (a)(10) Form of Press Release issued by the Company on January 8, 1996.
EX-99.(A)(9) 2 FORM OF PRESS RELEASE BY THE COMPANY, 12-28-95 1 [LOGO] NEWS -------------------------------------- TIMES MIRROR Times Mirror Square Los Angeles, CA 90053 For Immediate Release Times Mirror Announces Preliminary Results of Dutch Auction Tender Offer LOS ANGELES, CALIFORNIA, December 28, 1995 -- Times Mirror announced today that based on a preliminary count by the depositary for its Dutch Auction tender offer, the Company expects to purchase approximately 3,475,000 shares of its Conversion Preferred Stock, Series B, par value $1.00 per share ("Series B Preferred Stock"), from its shareholders at a price of $26.125 per share in accordance with the terms of the offer. The tender offer expired at 12:00 midnight (Eastern time) on December 27, 1995. Under the terms of the tender offer, which commenced on November 29, 1995, the Company had offered to purchase for cash up to 3,250,000 shares, or 29 percent, of its issued and outstanding Series B Preferred Stock at a price not greater than $26.50 nor less than $25.00 per share, net to the seller in cash, without interest thereon. Because more than 3,250,000 shares were tendered, the Company elected to increase the number of shares that it will accept for purchase to approximately 3,475,000, the maximum permitted without requiring an extension of the offer. Since the total number of shares tendered at or below a purchase price of $26.125 per share exceeded the increased maximum, the number of shares actually purchased from each tendering stockholder will be prorated based on the proration method described in the Company's Offer to Purchase. The preliminary proration factor is approximately 98.65 percent. The exact number of shares to be purchased and the final proration factor will be determined upon final review of the validity of all tender documentation, which is expected to be completed in approximately one week. 2 On November 28, 1995, the last full New York Stock Exchange trading day prior to the commencement of the tender offer, the closing price of the Series B Preferred Stock was $24.625. The closing price of the Series B Preferred Stock on December 27, 1995, the last full New York Stock Exchange trading day prior to the expiration of the tender offer, was $26.125. Series B Preferred Stock pays an annual dividend of $1.374 per share. Initially, 16,561,178 shares of Series B Preferred Stock were issued in an exchange offer completed in March 1995. As of November 27, 1995, the Company had repurchased approximately 5,304,000 shares of Series B Preferred Stock. The shares to be purchased in the tender offer represent approximately 31 percent of the 11,257,177 shares outstanding immediately prior to the commencement of the offer. After the purchase of the shares pursuant to the offer, the Company will have approximately 7,782,000 shares of Series B Preferred Stock outstanding. While the Company's common stock repurchase program is continuing, the Company does not currently plan any further market repurchases of Series B Preferred Stock in the near term. Payment for shares properly tendered and accepted will be made as promptly as practicable, and, in the case of shares tendered by guaranteed delivery procedures, promptly after timely delivery of shares and required documentation. The funds necessary to purchase the shares tendered will come from cash derived primarily from the merger of the Company's cable television operations, completed in the first quarter of 1995, as well as from cash generated by its operating activities. This transaction will reduce the Company's earnings applicable to common shareholders in the fourth quarter of 1995 by approximately $17,375,000 (16 cents per share), reflecting the cash paid in excess of the liquidation value of approximately $21.13 per share of Series B Preferred Stock. However, earnings applicable to common shareholders will be improved from the first quarter of 1995 through the first quarter of 1998 (at which time the balance of the Series B Preferred Stock automatically converts to Series A Common Stock) because Times Mirror will no longer have to pay dividends on the shares of Series B Preferred Stock repurchased pursuant to the offer. However, this improvement will be moderated due to the use of corporate funds to complete the purchase. Goldman, Sachs & Co. acted as the dealer managers for the tender offer. 3 Times Mirror (TMC--New York and Pacific stock exchanges), a Los Angeles-based information company, publishes the Los Angeles Times, Newsday and other newspapers; a wide array of books, information and educational products for professional markets; and national and trade magazines. ### Press Information: Investor Information: Martha Goldstein Jean Jarvis (213) 237-3727 (213) 237-3935 EX-99.(A)(10) 3 FORM OF PRESS RELEASE BY THE COMPANY, 1-8-96 1 [LOGO] NEWS -------------------------------------- TIMES MIRROR Times Mirror Square Los Angeles, CA 90053 For Immediate Release Times Mirror Announces Final Results of Dutch Auction Tender Offer LOS ANGELES, CALIFORNIA, January 8, 1996 -- The Times Mirror Company announced today the final results of its Dutch Auction tender offer. The Company will purchase 3,467,901 shares of its Conversion Preferred Stock, Series B, par value $1.00 per share ("Series B Preferred Stock"), from its shareholders at a price of $26.125 per share in accordance with the terms of the tender offer, which expired at 12:00 midnight (Eastern time) on December 27, 1995. Under the terms of the tender offer, which commenced on November 29, 1995, the Company offered to purchase for cash up to 3,250,000 shares, or 29 percent, of its issued and outstanding Series B Preferred Stock at a price not greater than $26.50 nor less than $25.00 per share, net to the seller in cash, without interest thereon. A total of 4,928,233 shares of Series B Preferred Stock were validly tendered and not withdrawn prior to the expiration of the tender offer. Because the tender offer was oversubscribed, the Company elected to increase the number of shares that it accepted for purchase to 3,467,901, as permitted without requiring an extension of the tender offer. No proration was required. The Company will be returning to shareholders all shares tendered at prices in excess of the purchase price and shares that were conditionally tendered and not accepted for purchase. On November 28, 1995, the last full New York Stock Exchange trading day prior to the commencement of the tender offer, the closing price of the Series B Preferred Stock was $24.625. The closing price of the Series B Preferred Stock on December 27, 1995, the last full New York Stock Exchange trading day prior to the expiration of the tender offer, was $26.125. Series B Preferred Stock pays an annual dividend of $1.374 per share. 2 Initially, 16,561,178 shares of Series B Preferred Stock were issued in an exchange offer completed in March 1995. As of November 27, 1995, the Company had repurchased approximately 5,304,000 shares of Series B Preferred Stock. The shares purchased in the tender offer represent approximately 31 percent of the 11,257,177 shares outstanding immediately prior to the commencement of the tender offer. After the purchase of the shares pursuant to the tender offer, the Company will have approximately 7,789,276 shares of Series B Preferred Stock outstanding. While the Company's common stock repurchase program is continuing, the Company does not currently plan any further market repurchases of Series B Preferred Stock in the near term. The Company anticipates that payment for shares properly tendered and accepted will be made to the depositary on January 8, 1996. The funds necessary to purchase the shares tendered will come from cash derived primarily from the merger of the Company's cable television operations, completed in the first quarter of 1995, as well as from cash generated by its operating activities. This transaction will reduce the Company's earnings applicable to common shareholders in the fourth quarter of 1995 by approximately $18 million (17 cents per share), reflecting the cash paid in excess of the liquidation value of approximately $21.13 per share of Series B Preferred Stock and the expenses related to the transaction. Even given the cost of funds used to complete the purchase, earnings applicable to common shareholders will be improved from the first quarter of 1996 through the first quarter of 1998 (when the balance of the Series B Preferred Stock automatically converts to Series A Common Stock) because Times Mirror will no longer have to pay dividends on the shares of Series B Preferred Stock repurchased pursuant to the offer. Goldman, Sachs & Co. acted as the dealer managers for the tender offer. 3 Times Mirror (TMC--New York and Pacific stock exchanges), a Los Angeles-based information company, publishes the Los Angeles Times, Newsday and other newspapers; a wide array of books, information and educational products for professional markets; and national and trade magazines. ### Press Information: Investor Information: Martha Goldstein Jean Jarvis (213) 237-3727 (213) 237-3935 -----END PRIVACY-ENHANCED MESSAGE-----