-----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, OJaIysFdqEKjX7F8nK3VLCQqHeOxZfzfMliNoiOvMxfZZqUm93ZeTgrCxlc1s1aj UTolnFVaV4A5u7VPVlQ0MQ== 0000950150-98-000711.txt : 19980504 0000950150-98-000711.hdr.sgml : 19980504 ACCESSION NUMBER: 0000950150-98-000711 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980427 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980501 SROS: NYSE SROS: PCX 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: 944481525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13492 FILM NUMBER: 98607994 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 DATED APRIL 27, 1998 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 1998 THE TIMES MIRROR COMPANY (Exact Name of Registrant as Specified in Charter) DELAWARE 1-13492 95-4481525 (State of Incorporation) (Commission File No.) (IRS Employer Identification No.)
TIMES MIRROR SQUARE, LOS ANGELES, CALIFORNIA 90053 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (213) 237-3700 NONE (Former Name or Address, if Changed Since Last Report) 2 Item 5. Other Events. In a press release dated April 27, 1998, The Times Mirror Company ("Times Mirror") and Reed Elsevier plc announced that Reed Elsevier plc will acquire Matthew Bender & Company, Incorporated and Times Mirror's 50 percent ownership interest in Shepard's Company in a transaction valued at $1.65 billion. Attached as Exhibit 99 and incorporated herein by reference to this Form 8-K is a copy of the press release, dated April 27, 1998, of Times Mirror. Item 7. Exhibits (c) Exhibits 99 Press Release issued by The Times Mirror Company on April 27, 1998 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 (Registrant) Date: April 29, 1998 By: /s/ Thomas Unterman ----------------------------- Thomas Unterman Executive Vice President and Chief Financial Officer
EX-99 2 PRESS RELEASE DATED APRIL 27, 1998. 1 EXHIBIT 99 For Immediate Release Times Mirror and Reed Elsevier plc Announce Transaction NEW YORK, NEW YORK, April 27, 1998. -- The Times Mirror Company and Reed Elsevier plc announced today that Reed Elsevier will acquire Matthew Bender & Company and Times Mirror's 50 percent ownership interest in Shepard's in a transaction valued at $1.65 billion. "Our strategic review of the legal publishing marketplace led us to conclude that the future growth of Matthew Bender and Shepard's would be best achieved if they were part of a global legal information provider. Reed Elsevier is a world-class publisher of legal information," said Mark H. Willes, Times Mirror chairman, president and chief executive officer and publisher, Los Angeles Times. "We are grateful to the employees of Matthew Bender and Shepard's whose demonstrated commitment and dedication to excellence are the foundation for the success of these leading U.S. analytical and citation publishers," said Willes. "This transaction secures for Reed Elsevier a market-leading position in the publishing of analytical legal information in the US," said Herman Bruggink, Co-Chairman of Reed Elsevier plc. "Expansion in the US legal information market is a crucial element of Reed Elsevier's strategy following the acquisition of LEXIS-NEXIS in 1994. The addition of Matthew Bender and the remaining interest in Shepard's significantly strengthens our US legal publishing operations," said Bruggink. Matthew Bender & Company has over a 100-year history in legal publishing, and is the nation's premier publisher of analytical legal research information, in both print and electronic form. It first began publishing books in 1887, and was acquired by Times Mirror in 1963. Matthew Bender's annual revenues are approximately $200 million. In 1996, Times Mirror and Reed Elsevier plc, through wholly owned subsidiaries, formed a partnership to own Shepard's, the leading legal citation service in the U.S. with annual revenues of approximately $70 million. Times Mirror acquired Shepard's from The McGraw-Hill Companies in 1996 and subsequently contributed Shepard's to the 50/50 partnership. With annual revenues of approximately $5 billion, Reed Elsevier is one of the world's largest information publishing companies. Among its legal properties are LEXIS-NEXIS, the world's largest provider of full-text on-line legal, news, business and government information; LEXIS Law Publishing, which combines the books and CD-ROMS published under the Michie imprint with the United States Supreme Court Reports and Lawyers' Edition; Butterworths, the premier law publishing company in the UK; and Editions du Juris-Classeur, the leading legal publisher in France. The transaction regarding Matthew Bender is to be accomplished in a corporate reorganization in the form of a merger. Times Mirror expects to report a total gain of approximately $1.0 billion or $10.50 per share. Pending the customary regulatory review, the transaction is expected to be completed this summer. Times Mirror is continuing with the divestiture process for Mosby, the company's health sciences publisher, and an announcement is expected in the second quarter. Goldman, Sachs & Co. has acted as financial advisor to Times Mirror. Times Mirror (TMC--New York and Pacific stock exchanges), a Los Angeles news and information company, publishes the Los Angeles Times, Newsday, The Baltimore Sun, The Hartford Courant, The Morning Call, The (Stamford) Advocate and Greenwich Time, a wide array of professional information for the legal, health sciences, health promotion, aviation and training markets and consumer magazines. Times Mirror newspapers have won a total of 58 Pulitzer Prizes, among the highest of any news and information company in the country. Reed Elsevier plc is owned equally by Reed International PLC (NYSE: RUK) and Elsevier NV (NYSE: ENL). Reed Elsevier is a world leading publisher and information provider. Its activities include scientific, professional and business publishing. Reed Elsevier's principal operations are in North America and Europe and it has annual sales in excess of 3 billion Pounds (approximately $5 billion). Press Information Investor Information Martha H. Goldstein Jean M. Jarvis (213) 237-3727 (213) 237-3955
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