-----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, A7FkSd7EaKgXKYnKN06LXvp6DXBg/PaBdAjhCPoA8PG6+uhU9rGJ0jDIHP9POkI4 9baiiUBCQwx7lkcO+NIXNA== 0000950150-98-001406.txt : 19980817 0000950150-98-001406.hdr.sgml : 19980817 ACCESSION NUMBER: 0000950150-98-001406 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 19900630 FILED AS OF DATE: 19980814 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: 954481525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-13492 FILM NUMBER: 98690193 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 10-Q 1 FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1998 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-Q ------------------------ [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM --------------- TO --------------- . COMMISSION FILE NUMBER 1-13492 ------------------------ THE TIMES MIRROR COMPANY DELAWARE 95-4481525 STATE OF INCORPORATION I.R.S. EMPLOYER ID. NO.
TIMES MIRROR SQUARE LOS ANGELES, CALIFORNIA 90053 TELEPHONE: (213) 237-3700 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Number of shares of Series A Common Stock outstanding at August 7, 1998: 59,491,293, excluding 18,237,864 shares held by subsidiaries of the Registrant and 4,001,067 shares held by TMCT, LLC, representing 80% of the shares held by TMCT, LLC and 5,022,554 shares held as treasury shares. Number of shares of Series C Common Stock outstanding at August 7, 1998: 25,337,433. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 THE TIMES MIRROR COMPANY PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Financial information herein, and management's discussion thereof, include consolidated data for The Times Mirror Company ("Registrant" or "Times Mirror") and its subsidiaries. Registrant and its subsidiaries are sometimes herein referred to collectively as the "Company." 2 3 THE TIMES MIRROR COMPANY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
SECOND QUARTER ENDED YEAR TO DATE ENDED JUNE 30, JUNE 30, -------------------- ------------------------ 1998 1997 1998 1997 -------- -------- ---------- ---------- REVENUES..................................... $760,574 $719,106 $1,478,226 $1,399,445 COSTS AND EXPENSES: Cost of sales.............................. 391,053 361,184 776,573 715,481 Selling, general and administrative expenses................................ 246,515 246,815 491,290 490,718 Restructuring and one-time charges......... 39,697 39,697 -------- -------- ---------- ---------- 677,265 607,999 1,307,560 1,206,199 OPERATING PROFIT............................. 83,309 111,107 170,666 193,246 Interest expense............................. (19,018) (8,122) (34,681) (15,969) Interest income.............................. 2,463 450 7,701 1,411 Equity loss.................................. (2,204) (160) (7,088) (1,134) Other, net................................... 10,026 1,248 14,421 1,408 -------- -------- ---------- ---------- Income from continuing operations before income tax provision....................... 74,576 104,523 151,019 178,962 Income tax provision......................... 30,561 44,050 62,375 76,201 -------- -------- ---------- ---------- Income from continuing operations............ 44,015 60,473 88,644 102,761 Income from discontinued operations, net of income taxes............................... 5,186 5,513 5,818 8,458 -------- -------- ---------- ---------- NET INCOME................................... 49,201 65,986 94,462 111,219 Preferred dividend requirements.............. 5,424 8,266 10,848 19,177 -------- -------- ---------- ---------- Earnings applicable to common shareholders... $ 43,777 $ 57,720 $ 83,614 $ 92,042 ======== ======== ========== ========== Basic earnings per share: Continuing operations...................... $ .44 $ .54 $ .88 $ .88 Discontinued operations.................... .06 .06 .07 .09 -------- -------- ---------- ---------- Basic earnings per share..................... $ .50 $ .60 $ .95 $ .97 ======== ======== ========== ========== Diluted earnings per share: Continuing operations...................... $ .43 $ .53 $ .86 $ .85 Discontinued operations.................... .06 .05 .06 .09 -------- -------- ---------- ---------- Diluted earnings per share................... $ .49 $ .58 $ .92 $ .94 ======== ======== ========== ========== Weighted average shares outstanding: Basic...................................... 87,844 96,469 88,088 95,213 ======== ======== ========== ========== Diluted.................................... 90,277 101,447 90,507 97,637 ======== ======== ========== ==========
See notes to condensed consolidated financial statements. 3 4 THE TIMES MIRROR COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) (UNAUDITED)
JUNE 30, DECEMBER 31, 1998 1997 ASSETS ----------- ------------ Current assets Cash and cash equivalents................................. $ 64,979 $ 48,804 Accounts receivable, less allowances for doubtful accounts and returns of $44,288 and $44,276...................... 355,362 364,820 Inventories............................................... 48,604 44,896 Deferred income taxes..................................... 60,893 58,857 Prepaid expenses.......................................... 40,342 22,279 Net assets of discontinued operations..................... 402,859 421,384 Other current assets...................................... 14,483 36,598 ----------- ----------- Total current assets.................................... 987,522 997,638 Property, plant and equipment, net.......................... 933,260 938,083 Goodwill.................................................... 694,743 513,607 Other intangibles........................................... 102,986 108,184 Deferred charges............................................ 126,803 133,290 Equity investments.......................................... 103,251 101,448 Other assets................................................ 552,058 454,766 ----------- ----------- Total assets............................................ $ 3,500,623 $ 3,247,016 =========== ===========
See notes to condensed consolidated financial statements. 4 5 THE TIMES MIRROR COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) (UNAUDITED)
JUNE 30, DECEMBER 31, 1998 1997 LIABILITIES AND SHAREHOLDERS' EQUITY ----------- ------------ Current liabilities Accounts payable.......................................... $ 209,806 $ 261,866 Short-term debt........................................... 533,760 139,067 Employees' compensation................................... 90,172 104,712 Unearned income........................................... 144,136 145,728 Other current liabilities................................. 81,017 97,508 ----------- ----------- Total current liabilities............................... 1,058,891 748,881 Long-term debt.............................................. 929,958 925,404 Deferred income taxes....................................... 183,037 174,888 Other liabilities........................................... 485,401 508,244 ----------- ----------- Total liabilities....................................... 2,657,287 2,357,417 Common stock subject to put options......................... 37,700 13,600 Commitments and contingencies Shareholders' equity Preferred stock, $1 par value; stated at liquidation value; convertible to Series A common stock: Series A: 900,000 shares authorized; 824,000 shares issued and outstanding................................. 411,784 411,784 Series C-1: 381,000 shares authorized, issued and outstanding............................................ 190,486 190,486 Series C-2: 245,000 shares authorized, issued and outstanding............................................ 122,550 122,550 Preferred stock, $1 par value; 23,035,000 shares authorized; no shares issued or outstanding Common stock; $1 par value: Series A: 500,000,000 shares authorized; 86,668,000 and 86,552,000 shares issued and outstanding............... 86,668 86,552 Series B: 100,000,000 shares authorized; no shares issued or outstanding Series C, convertible to Series A common stock; 300,000,000 shares authorized; 25,422,000 and 25,503,000 shares issued and outstanding............... 25,422 25,503 Additional paid-in capital................................ 1,235,150 1,253,142 Retained earnings......................................... 408,017 384,503 Accumulated other comprehensive income.................... 11,699 12,804 ----------- ----------- 2,491,776 2,487,324 Less treasury stock at cost: Series A common stock; 25,237,000 and 24,151,000 shares; and Series A preferred stock; 735,000 shares............ (1,686,140) (1,611,325) ----------- ----------- Total shareholders' equity.............................. 805,636 875,999 ----------- ----------- Total liabilities and shareholders' equity.............. $ 3,500,623 $ 3,247,016 =========== ===========
See notes to condensed consolidated financial statements. 5 6 THE TIMES MIRROR COMPANY STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS (IN THOUSANDS) (UNAUDITED)
YEAR TO DATE ENDED JUNE 30, ---------------------- 1998 1997 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net cash provided by operating activities of continuing operations............................................ $ 89,032 $ 125,539 Net cash provided by (used in) operating activities of discontinued operations............................... 35,941 (33,327) --------- --------- Net cash provided by operating activities.............. 124,973 92,212 CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions, net of cash acquired........................ (193,182) (7,568) Proceeds from sales of assets............................. 19,259 56,946 Capital expenditures...................................... (56,918) (46,459) Capitalization of product costs........................... (4,205) (4,420) Notes receivable.......................................... (67,858) Other, net................................................ (34,547) (6,705) --------- --------- Net cash used in investing activities of continuing operations............................................ (337,451) (8,206) Net cash used in investing activities of discontinued operations............................................ (14,466) (25,218) --------- --------- Net cash used in investing activities.................. (351,917) (33,424) CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from issuance of commercial paper and short-term borrowings.................................. 434,055 5,497 Repurchase of common stock................................ (130,565) (331,440) Repayments of other debt.................................. (46,654) (7) Dividends paid............................................ (42,389) (43,199) Proceeds from exercise of stock options................... 27,412 19,438 Net proceeds from issuance of long-term debt.............. 190,532 Other, net................................................ 1,260 899 --------- --------- Net cash provided by (used in) financing activities.... 243,119 (158,280) --------- --------- Increase (decrease) in cash and cash equivalents............ 16,175 (99,492) Cash and cash equivalents at beginning of year.............. 48,804 140,955 --------- --------- Cash and cash equivalents at end of period.................. $ 64,979 $ 41,463 ========= =========
See notes to condensed consolidated financial statements. 6 7 THE TIMES MIRROR COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 -- BASIS OF PREPARATION The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the fiscal year. For further information, refer to the consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. Certain amounts in previously issued financial statements have been reclassified to conform to the 1998 presentation. Financial information in the accompanying notes to Condensed Consolidated Financial Statements excludes discontinued operations, except where noted. NOTE 2 -- COMPREHENSIVE INCOME As of January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). SFAS 130 establishes new rules for the reporting of comprehensive income and its components; however, the adoption of SFAS 130 had no impact on the Company's net income or shareholders' equity. SFAS 130 requires unrealized gains or losses on the Company's available-for-sale securities and foreign currency translation adjustments to be included in other comprehensive income. Such items were reported in shareholders' equity prior to the adoption of SFAS 130. Prior year financial statements have been reclassified to conform to the requirements of SFAS 130. Total comprehensive income amounted to $47,977,000 and $49,130,000 for the second quarters of 1998 and 1997, respectively, and $93,357,000 and $70,130,000 for the year to date periods ended June 30, 1998 and 1997, respectively. Comprehensive income differs from net income in 1997 primarily due to realized gains recognized in net income, which were previously included as part of comprehensive income. NOTE 3 -- DISCONTINUED OPERATIONS The Company signed definitive agreements with Reed Elsevier plc on April 26, 1998 for the disposition of Matthew Bender & Company, Incorporated (Matthew Bender), the Company's legal publisher, in a tax-free reorganization and the sale of Times Mirror's 50% ownership interest in Shepard's. The two transactions were valued at $1.65 billion in the aggregate and were completed on July 31, 1998. The disposition of Matthew Bender was accomplished through the merger of an affiliate of Reed Elsevier with and into Matthew Bender with Matthew Bender as the surviving corporation in the merger. As a result of the merger, TMD, Inc., a wholly owned subsidiary of Times Mirror, received all of the issued and outstanding common stock of CBM Acquisition Parent Co. (MB Parent). MB Parent is a holding company that owns controlling voting preferred stock of Matthew Bender with a stated value of $61,616,000 and participating stock of Matthew Bender. MB Parent is also the sole member of Liberty Bell I, LLC (Liberty Bell I). Affiliates of Reed Elsevier own voting preferred stock of MB Parent with a stated value of $68,750,000 which affords them voting control over MB Parent, subject to certain rights held by Times Mirror with respect to Liberty Bell I. Concurrently with the closing of the merger, the Company became the sole manager of Liberty Bell I and controls its operations and assets. At the time of the merger, the principal asset of Liberty Bell I was $1,375,000,000 of cash. The consolidated financial statements of Times Mirror will include the accounts of Liberty Bell I. 7 8 THE TIMES MIRROR COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) The disposition of the Company's 50% interest in Shepard's was also consummated on July 31, 1998 by a transfer of the respective partnership interests owned by two subsidiaries of the Company to affiliates of Reed Elsevier for a cash consideration of $274,650,000. The Company also signed a definitive agreement with Harcourt General, Inc. on May 6, 1998 for the disposition of Mosby Inc. (Mosby), its health sciences publisher, in a tax-free reorganization valued at $415,000,000. A second request for information has been received from the Department of Justice in connection with the divestiture of Mosby which is expected to close in the 1998 third quarter. Prior year financial statements have been restated for discontinued operations. Results for discontinued operations include Matthew Bender, Mosby, and the Shepard's joint venture. Income from discontinued operations is summarized as follows (in thousands):
SECOND QUARTER ENDED YEAR TO DATE ENDED JUNE 30, JUNE 30, -------------------- -------------------- 1998 1997 1998 1997 -------- -------- -------- -------- Revenues.......................................... $95,287 $92,707 $181,535 $186,250 ------- ------- -------- -------- Income before income tax provision................ 10,451 9,263 11,738 14,189 Income tax provision.............................. 5,265 3,750 5,920 5,731 ------- ------- -------- -------- Income from discontinued operations............... $ 5,186 $ 5,513 $ 5,818 $ 8,458 ======= ======= ======== ========
The assets and liabilities of discontinued operations have been classified in the condensed consolidated balance sheets as net assets of discontinued operations and consist of the following (in thousands):
JUNE 30, DECEMBER 31, 1998 1997 -------- ------------ Accounts receivable, net.................................... $ 97,905 $137,364 Other current assets........................................ 53,629 65,857 Property, plant and equipment, net.......................... 55,565 59,347 Equity investments.......................................... 243,895 249,123 Other assets................................................ 98,145 104,054 -------- -------- Total assets.............................................. 549,139 615,745 Current liabilities......................................... 136,124 188,433 Non-current liabilities..................................... 10,156 5,928 -------- -------- Total liabilities......................................... 146,280 194,361 -------- -------- Net assets of discontinued operations..................... $402,859 $421,384 ======== ========
NOTE 4 -- RESTRUCTURING In the second quarter of 1998, the Company, in anticipation of the expected impact of the divestitures, began a comprehensive review of its business configurations, operating systems and other investments to determine economically attractive actions it can take to prepare for future growth. The 1998 second-quarter restructuring and one-time charges represent the first portion of this program, which will continue through the balance of the year. In aggregate, the Company expects pre-tax charges in 1998 from this program to be between $225 million and $275 million, or $1.80 to $2.15 per share. The program is anticipated to produce an annual savings of approximately $25 million, beginning in 1999. 8 9 THE TIMES MIRROR COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) The balance sheet classification of the remaining restructuring liabilities is as follows (in thousands):
JUNE 30, DECEMBER 31, 1998 1997 -------- ------------ Other current liabilities: 1995 Restructuring........................................ $12,863 $18,534 1996 Restructuring........................................ 128 1998 Restructuring........................................ 8,127 Other liabilities: 1995 Restructuring........................................ 23,095 30,304 1998 Restructuring........................................ 11,175 ------- ------- $55,260 $48,966 ======= =======
The restructuring liabilities relate primarily to lease payments, severance costs and contract buyout costs. During the year to date ended June 30, 1998, cash spent on severance payments related to restructuring efforts totaled $1,665,000. At June 30, 1998, the remaining liability for severance costs aggregated $4,246,000. NOTE 5 -- DEBT Debt consists of the following (in thousands):
JUNE 30, DECEMBER 31, 1998 1997 -------- ------------ Short-term debt: Commercial paper at weighted average interest rates of 5.7% and 5.9%.......................................... $283,503 $ 86,448 Notes payable to bank at weighted average interest rate of 5.7%................................................... 237,000 Notes payable at 6.125% due January 2, 1998............... 39,209 Current maturities of long-term debt...................... 7,572 7,671 Other..................................................... 5,685 5,739 -------- -------- Total short-term debt.................................. $533,760 $139,067 ======== ======== Long-term debt: 6.61% Debentures due September 15, 2027, net of unamortized discount of $100 and $101.................. $249,900 $249,899 4.75% Liquid Yield Option Notes due 2017, net of unamortized discount of $293,044 and $297,845.......... 206,956 202,155 7 1/4% Debentures due March 1, 2013....................... 148,215 148,215 7 1/4% Debentures due November 15, 2096, net of unamortized discount of $562 and $565.................. 147,438 147,435 7 1/2% Debentures due July 1, 2023........................ 98,750 98,750 Property financing obligation expiring on August 8, 2009, net of unamortized discount of $161,819 and $165,353, with an effective interest rate of 4.3%................ 50,894 54,743 4 1/4% Premium Equity Participating Securities due March 15, 2001; 1,305,000 securities stated at current maturity value......................................... 35,317 31,809 Others at various interest rates, maturing through 2001... 60 69 -------- -------- 937,530 933,075 Less current maturities..................................... (7,572) (7,671) -------- -------- Total long-term debt................................... $929,958 $925,404 ======== ========
9 10 THE TIMES MIRROR COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) The Company has interest rate swap agreements on the 7 1/2% Debentures and the Liquid Yield Option Notes (LYON(TM)) for notional amounts of $100,000,000 and $170,111,000, respectively. These swaps effectively convert a portion of the Company's long-term fixed rate debt to a variable rate obligation based on LIBOR. As such, these interest rate swaps converted the weighted average interest rate from 5.6% to 4.1% for the year to date ended June 30, 1998. The 4 1/4% Premium Equity Participating Securities (PEPS) hedge the Company's investment in the common stock of Netscape Communications Corporation (Netscape). The amount payable at maturity is determined by reference to the fair market value of the Netscape stock. Changes in the current maturity value of the PEPS are included in accumulated other comprehensive income, net of applicable income taxes. At June 30, 1998 and December 31, 1997, the fair market value of Netscape common stock was $27.0625 and $24.375 per share, respectively. The PEPS are redeemable at the option of the Company, in whole or in part, at any time after December 15, 2000. On May 26, 1998, the Company entered into an uncommitted bank line of credit which provides for unsecured borrowings up to $250,000,000, of which $237,000,000 was outstanding at June 30, 1998. NOTE 6 -- EARNINGS AND DIVIDENDS PER SHARE The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except per share amounts):
SECOND QUARTER ENDED YEAR TO DATE ENDED JUNE 30, JUNE 30, --------------------- -------------------- 1998 1997 1998 1997 -------- --------- -------- -------- Earnings: Income from continuing operations.............. $44,015 $ 60,473 $ 88,644 $102,761 Preferred dividends............................ (5,424) (8,266) (10,848) (19,177) ------- -------- -------- -------- Earnings applicable to common shareholders for basic earnings per share.................... 38,591 52,207 77,796 83,584 LYONs interest expense, net of tax............. 1,146 ------- -------- -------- -------- Earnings applicable to common shareholders for diluted earnings per share.................. $38,591 $ 53,353 $ 77,796 $ 83,584 ======= ======== ======== ======== Shares: Weighted average shares for basic earnings per share....................................... 87,844 96,469 88,088 95,213 Effect of dilutive securities: Stock options............................... 2,433 2,466 2,419 2,424 LYONs convertible debt...................... 2,512 ------- -------- -------- -------- Adjusted weighted average shares for diluted earnings per share.......................... 90,277 101,447 90,507 97,637 ======= ======== ======== ======== Basic earnings per share from continuing operations.................................. $ .44 $ .54 $ .88 $ .88 ======= ======== ======== ======== Diluted earnings per share from continuing operations.................................. $ .43 $ .53 $ .86 $ .85 ======= ======== ======== ========
The Company has certain convertible securities which are not included in the calculation of diluted earnings per share because the effects are antidilutive. Cash dividends of $.36 and $.25 per share of common stock were declared for the year to date periods ended June 30, 1998 and 1997, respectively. 10 11 THE TIMES MIRROR COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) NOTE 7 -- CAPITAL STOCK AND STOCK REPURCHASE PROGRAM At June 30, 1998, the Company had 650,000 put options outstanding with an average strike price of approximately $58.00. The put options, which have various expiration dates in the second half of 1998, entitle the holder to sell shares of Times Mirror common stock to the Company at the strike price on the expiration date of the put option. The potential obligation under these put options has been transferred from shareholders' equity to "Common stock subject to put options." The Company's stock repurchase program, which includes the issuance of put options from time to time, is described in Note 13 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. The Company repurchased 2,082,000 shares of common stock during the year to date ended June 30, 1998 for an aggregate cost of $130,565,000. On July 27, 1998, the Company entered into a forward purchase contract to purchase 2,000,000 shares of Series A common stock. Additionally, since the closing of the Matthew Bender transaction, the Company's affiliate, Liberty Bell I has purchased 2,714,000 shares of Series A common stock. NOTE 8 -- STOCK OPTIONS During the year to date ended June 30, 1998, the Company issued 998,000 shares of its common stock as a result of the exercise of stock options. NOTE 9 -- USE OF ESTIMATES AND OTHER UNCERTAINTIES Financial statements prepared in accordance with generally accepted accounting principles require management to make estimates and judgments that affect amounts and disclosures reported in the financial statements. Actual results could differ from those estimates, although management does not believe that any differences would materially affect its financial position or reported results. The Company's future results could be adversely affected by a number of factors, including (a) an increase in paper, printing and distribution costs over the levels anticipated; (b) increased consolidation among major retailers or other events depressing the level of display advertising; (c) an economic downturn in the Company's principal newspaper markets or other occurrences leading to decreased circulation and diminished revenues from both display and classified advertising; (d) an increase in expenses related to new initiatives and product improvement efforts in the flight information and consumer health information operating units; (e) unfavorable foreign currency fluctuations; and (f) a general economic downturn resulting in decreased professional or corporate spending on discretionary items such as information or training and in decreased consumer spending on discretionary items such as magazines or newspapers. NOTE 10 -- CONTINGENT LIABILITIES The Company and its subsidiaries are defendants in various actions for libel and other matters arising out of their business operations. In addition, from time to time, the Company and its subsidiaries are involved as parties in various governmental and administrative proceedings, including environmental matters. The Company does not believe that any such proceedings currently pending will have a material adverse effect on its consolidated financial position, although an adverse resolution in any reporting period of one or more of these matters could have a material impact on results of operations for that period. NOTE 11 -- FUTURE ACCOUNTING REQUIREMENT In June 1998, the Financial Accounting Standards Board issued Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities," (SFAS 133) which is required to be adopted in years 11 12 THE TIMES MIRROR COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) beginning after June 15, 1999. Management does not anticipate that the adoption of SFAS 133 will have a significant effect on earnings or the financial position of the Company. NOTE 12 -- ACQUISITION On April 30, 1998, the Company acquired the Los Angeles area business of EZ Buy & EZ Sell Recycler Corporation (Recycler), consisting primarily of the Recycler publications in the Los Angeles, Orange, Riverside, San Bernardino and Ventura counties and a portion of Santa Barbara county for $188.7 million. The Company also invested in preferred stock and provided a term loan to Target Media Partners, a new entity which owns all of the non-Los Angeles area assets of Recycler, for a total amount of $34.8 million. NOTE 13 -- RESULTS OF OPERATIONS FOR 1997 The Company's results of operations for the year ended December 31, 1997, restated for discontinued operations (see Note 3), are as follows: Revenues.................................................... $2,897,982 Costs and expenses: Cost of sales............................................. 1,484,175 Selling, general and administrative expenses.............. 1,031,585 ---------- 2,515,760 Operating profit............................................ 382,222 Interest expense............................................ (42,288) Interest income............................................. 2,543 Equity loss................................................. (1,878) Other, net.................................................. 5,324 ---------- Income from continuing operations before income tax provision................................................. 345,923 Income tax provision........................................ 138,187 ---------- Income from continuing operations........................... 207,736 Income from discontinued operations, net of income taxes.... 42,576 ---------- Net income.................................................. 250,312 Preferred dividend requirements............................. 32,481 ---------- Earnings applicable to common shareholders.................. $ 217,831 ========== Basic earnings per share: Continuing operations..................................... $ 1.89 Discontinued operations................................... .46 ---------- Basic earnings per share.................................... $ 2.35 ========== Diluted earnings per share: Continuing operations..................................... $ 1.84 Discontinued operations................................... .45 ---------- Diluted earnings per share.................................. $ 2.29 ========== Weighted average shares outstanding: Basic..................................................... 92,572 ========== Diluted................................................... 94,930 ==========
12 13 THE TIMES MIRROR COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL In the second quarter of 1998, the Company reached agreements to divest its legal publisher Matthew Bender & Company, Incorporated (Matthew Bender), its 50% ownership interest in legal citation provider Shepard's, and its health sciences publisher Mosby, Inc. (Mosby). On July 31, 1998, the Company completed the divestiture of Matthew Bender in a tax-free reorganization and the sale of the Company's interest in Shepard's to Reed Elsevier plc. The two transactions were valued at $1.65 billion in the aggregate. A second request for information has been received from the Department of Justice in connection with the divestiture of Mosby. While the Company will continue to operate Mosby until the expected closing of the transaction later in the 1998 third quarter, Mosby, along with Matthew Bender and the Shepard's joint venture, are reported as discontinued operations for all periods presented. In anticipation of the expected impact of the divestitures, the Company has begun a comprehensive review of its business configurations, operating systems and other investments to determine economically attractive actions it can take to prepare for future growth. The 1998 second-quarter pre-tax restructuring and one-time charges of $39.7 million ($24.7 million after applicable income taxes) represent the first portion of this program, which will likely continue through the balance of the year. In aggregate, the Company expects pre-tax charges in 1998 from this program to be between $225 million and $275 million, or $1.80 to $2.15 per share. The program is anticipated to produce an annual savings of approximately $25.0 million, beginning in 1999. In addition, the pace of share repurchase activity will be accelerated to result in the repurchase of approximately 9.0 million shares of Series A common stock in 1998. The Company purchased 2.1 million shares through the 1998 second quarter. On July 27, 1998, the Company entered into a forward purchase contract to purchase 2.0 million shares of Series A common stock. Additionally, 2.7 million shares of Series A common stock were purchased subsequent to June 30, 1998. 13 14 THE TIMES MIRROR COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) CONSOLIDATED RESULTS OF OPERATIONS The following table summarizes the Company's consolidated financial results (dollars in thousands, except per share amounts):
SECOND QUARTER ENDED YEAR TO DATE ENDED JUNE 30, JUNE 30, -------------------- ------------------------ 1998 1997 1998 1997 -------- -------- ---------- ---------- Revenues..................................... $760,574 $719,106 $1,478,226 $1,399,445 Restructuring and one-time charges........... 39,697 39,697 Operating profit............................. 83,309 111,107 170,666 193,246 Interest expense, net........................ (16,555) (7,672) (26,980) (14,558) Other, net................................... 10,026 1,248 14,421 1,408 Income from continuing operations............ 44,015 60,473 88,644 102,761 Income from discontinued operations, net of income taxes............................... 5,186 5,513 5,818 8,458 Net income................................... 49,201 65,986 94,462 111,219 Preferred dividend requirements.............. 5,424 8,266 10,848 19,177 Earnings applicable to common shareholders... 43,777 57,720 83,614 92,042 Basic earnings per share: Continuing operations...................... $ .44 $ .54 $ .88 $ .88 Discontinued operations.................... .06 .06 .07 .09 -------- -------- ---------- ---------- Basic earnings per share..................... $ .50 $ .60 $ .95 $ .97 ======== ======== ========== ========== Diluted earnings per share: Continuing operations...................... $ .43 $ .53 $ .86 $ .85 Discontinued operations.................... .06 .05 .06 .09 -------- -------- ---------- ---------- Diluted earnings per share................... $ .49 $ .58 $ .92 $ .94 ======== ======== ========== ==========
Growth in each of the Company's three business segments led to higher revenues for both the second quarter and the year to date ended June 30, 1998, with particular strength in the Newspaper Publishing segment. Consolidated operating profit excluding restructuring and one-time charges for the 1998 second quarter rose to $123.0 million, or 11%, compared with $111.1 million in the 1997 second quarter, reflecting improved results in the Newspaper Publishing and Professional Information segments, as well as lower Corporate and Other expenses, partially offset by reduced operating profit in Magazine Publishing. For the year to date ended June 30, 1998, Newspaper Publishing's operating profit excluding restructuring and one-time charges declined slightly compared to the same prior year period due to higher newsprint expense and increased investments in circulation growth, particularly at the Los Angeles Times. Higher newsprint expense along with the Company's continuing spending to build advertising and circulation volume growth, particularly at The Times, is expected to result in newspaper operating costs rising faster in 1998 than in 1997. Diluted earnings per share for 1998 benefited from lower preferred dividend requirements and a reduction in average shares outstanding. Preferred dividend requirements in 1998 declined due to the Company's redemption of its Series B preferred stock and a recapitalization in 1997. Net interest expense for the second quarter and the year to date ended June 30, 1998 was higher than the prior year periods due primarily to increased debt levels attributable to common stock repurchases, new acquisitions and the recapitalization in the third quarter of 1997. 14 15 THE TIMES MIRROR COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) ANALYSIS BY SEGMENT The following sections discuss the revenues and operating results of the Company's principal lines of businesses, excluding the 1998 restructuring and one-time charges of $39.7 million, unless specifically stated otherwise. All comments, except where noted, apply to both the second quarter and the year to date ended June 30, 1998 compared to the same prior year periods. NEWSPAPER PUBLISHING Newspaper Publishing revenues and operating profit were as follows (dollars in thousands):
SECOND QUARTER ENDED JUNE 30, YEAR TO DATE ENDED JUNE 30, ------------------------------- -------------------------------- 1998 1997 CHANGE 1998 1997 CHANGE --------- --------- ------- ---------- ---------- ------ Revenues Advertising............... $454,799 $419,875 8.3% $ 870,435 $ 811,078 7.3% Circulation............... 109,634 109,536 0.1 216,162 218,001 (0.8) Other..................... 21,298 13,547 57.2 42,055 25,391 65.6 -------- -------- ---------- ---------- $585,731 $542,958 7.9% $1,128,652 $1,054,470 7.0% ======== ======== ========== ========== Operating profit............ $ 85,259 $115,295 (26.1)% $ 175,413 $ 210,559 (16.7)% ======== ======== ========== ========== Operating profit excluding restructuring and one-time charges................... $120,109 $115,295 4.2% $ 210,263 $ 210,559 (0.1)% ======== ======== ========== ==========
Newspaper Publishing revenues rose with gains in advertising at each of the Company's newspapers. The Company's Eastern Newspapers continued to show strong advertising revenue growth, particularly in classified advertising aided, in part, by the 1997 second-half acquisition of This Week Publications, Inc. Advertising revenues increased at The Times, the Company's largest newspaper, primarily due to strength in retail advertising and the acquisition of Recycler in the second quarter of 1998. Excluding acquisitions, advertising revenues rose 6% and 5% for the second quarter and year to date ended June 30, 1998, respectively, compared to the same prior year periods. Daily circulation volume gains continued at the Company's three largest newspapers, particularly at The Times. While pricing and promotional discount programs continued in the 1998 second quarter, circulation revenues increased slightly compared to the 1997 second quarter due primarily to the acquisition of Recycler. Segment operating profit for the 1998 second quarter improved on the higher revenue despite the increase in newsprint expense. Newsprint expense in the second quarter of 1998 rose 22%, as average prices rose 12% and consumption increased 9% compared to the same prior year quarter. Non-newsprint costs for the 1998 second quarter rose 6% compared to the same prior year period, reflecting, in part, the 1997 second-half acquisitions of weeklies and shoppers and the acquisition of Recycler. For the year to date ended June 30, 1998, operating profit declined slightly compared to the same prior year period due to higher newsprint expense along with the Company's continuing spending to build advertising and circulation volume growth, particularly at The Times. Newsprint expense for the year to date ended June 30, 1998 rose 23%, as average prices rose 15% and consumption increased 7% compared to the same prior year period. Non-newsprint costs rose 6% for the year to date ended June 30, 1998 compared to the same prior year period. Excluding acquisitions, non-newsprint costs rose 1% and 2% in the second quarter and year to date ended June 30, 1998, respectively, compared to the same prior year periods. Newspaper Publishing segment's restructuring and one-time charges totaled $34.9 million in the second quarter of 1998. These charges relate primarily to contract buyout costs and are expected to be paid out through the year 2005. 15 16 THE TIMES MIRROR COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) PROFESSIONAL INFORMATION Professional Information revenues and operating profit were as follows (dollars in thousands):
SECOND QUARTER ENDED JUNE 30, YEAR TO DATE ENDED JUNE 30, ------------------------------- ---------------------------- 1998 1997 CHANGE 1998 1997 CHANGE --------- --------- ------- -------- -------- ------ Revenues....................... $110,049 $104,581 5.2% $215,783 $201,941 6.9% ======== ======== ======== ======== Operating profit............... $ 12,204 $ 14,699 (17.0)% $ 29,162 $ 26,825 8.7% ======== ======== ======== ======== Operating profit excluding restructuring and one-time charges...................... $ 17,051 $ 14,699 16.0% $ 34,009 $ 26,825 26.8% ======== ======== ======== ========
Professional Information segment's results reflect the divestiture of Matthew Bender/Shepard's and the pending disposition of Mosby, both of which have been reported as discontinued operations. Professional Information revenues from continuing operations increased due primarily to the 1997 third quarter acquisition of Krames Communications Incorporated, a publisher of consumer-oriented health education information. Operating profit rose due to improved performance at AchieveGlobal, the Company's training company, as well as the acquisition of Krames. Professional Information segment's restructuring and one-time charges totaled $4.8 million in the second quarter of 1998. MAGAZINE PUBLISHING Magazine Publishing revenues and operating profit were as follows (dollars in thousands):
SECOND QUARTER ENDED JUNE 30, YEAR TO DATE ENDED JUNE 30, ----------------------------- ---------------------------- 1998 1997 CHANGE 1998 1997 CHANGE -------- -------- ------- -------- -------- ------ Revenues......................... $59,623 $59,511 0.2% $125,268 $117,387 6.7% ======= ======= ======== ======== Operating profit................. $ 1,953 $ 5,268 (62.9)% $ 1,730 $ 7,859 (78.0)% ======= ======= ======== ========
The acquisitions of TransWorld Skateboarding and Warp in April 1997, as well as Ride BMX, SNAP and InterZine Productions, Inc. in the first quarter of 1998, contributed to higher revenues. The pace of magazine advertising revenues slowed in the 1998 second quarter which was offset by higher circulation revenues, primarily from newsstand sales. Operating profit declined due to the ongoing investment in the relaunch of The Sporting News, higher paper costs and expenses related to new acquisitions. CORPORATE AND OTHER Corporate and Other revenues and operating loss were as follows (dollars in thousands):
SECOND QUARTER ENDED JUNE 30, YEAR TO DATE ENDED JUNE 30, ------------------------------ ------------------------------ 1998 1997 CHANGE 1998 1997 CHANGE -------- -------- ------ -------- -------- ------ Revenues................... $ 4,966 $ 12,179 (59.2)% $ 8,689 $ 26,014 (66.6)% ======== ======== ======== ======== Operating loss............. $(16,107) $(24,155) (33.3)% $(35,639) $(51,997) (31.5)% ======== ======== ======== ========
The decline in revenues was attributable to the divestitures of two publishing operations in mid-1997. Operating loss decreased from the prior year due to the absence of operating losses from divested businesses and certain information systems costs incurred in 1997, as well as lower employee benefit costs. 16 17 THE TIMES MIRROR COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) OTHER INCOME For the second quarter and year to date ended June 30, 1998, the Company had gains on the disposition of incidental properties which were partially offset by equity losses related to certain of its new media initiatives. LIQUIDITY AND CAPITAL RESOURCES The Company's operating cash requirements are funded primarily by its operations. For the year to date ended June 30, 1998, cash generated from operating activities and proceeds from borrowings have been used primarily to fund acquisitions and share repurchases. At June 30, 1998, the Company had a $400 million long-term revolving line of credit through a group of domestic and international banks. This line of credit is used to support a commercial paper program which is available for short-term cash requirements. The Company had approximately $283.5 million of commercial paper outstanding at June 30, 1998 under this credit facility. ACQUISITION AND DISPOSITIONS On April 30, 1998, the Company acquired the Los Angeles area business of EZ Buy & EZ Sell Recycler Corporation (Recycler), consisting primarily of the Recycler publications in the Los Angeles, Orange, Riverside, San Bernardino and Ventura counties and a portion of Santa Barbara county for $188.7 million. The Company also invested in preferred stock and provided a term loan to Target Media Partners, a new entity that owns all of the non-Los Angeles area assets of Recycler for a total amount of $34.8 million. On July 31, 1998, the Company completed the divestiture of Matthew Bender in a tax-free reorganization and the sale of the Company's 50% ownership interest in Shepard's to Reed Elsevier plc. The two transactions were valued at $1.65 billion in the aggregate. Concurrently with the closing of the Matthew Bender transaction, the Company became the sole manager of Liberty Bell I, LLC (Liberty Bell I), the principal asset of which was approximately $1.38 billion of cash. Subsequent to such closing, Liberty Bell I purchased 2.7 million shares of the Company's Series A common stock. The Company intends to deploy the remaining assets of Liberty Bell I to finance acquisitions and investments, including purchases of the Company's common stock, and does not intend to use those funds for the Company's working capital purposes or to retire the Company's debt. Proceeds from the sale of Shepard's were used to pay down commercial paper and short-term borrowings of $222.4 million. The Company also signed a definitive agreement on May 6, 1998 for Harcourt General, Inc. to acquire Mosby in a transaction valued at $415 million. A second request for information has been received from the Department of Justice in connection with the review of Mosby. The divestiture of Mosby is expected to be completed in the 1998 third quarter. COMMON SHARE REPURCHASES The Company repurchased 2.1 million and 6.5 million shares of its Series A common stock during the year to date periods ended June 30, 1998 and 1997, respectively. On July 27, 1998, the Company entered into a forward purchase contract to purchase 2.0 million shares of Series A common stock. Additionally, Liberty Bell I purchased 2.7 million shares of Series A common stock subsequent to June 30, 1998. The Company believes that the purchase of shares of its common stock by Liberty Bell I is an attractive investment for Liberty Bell I that will also enhance Times Mirror shareholder value as well as offset dilution from the shares of common stock issued under the Company's stock-based employee compensation and benefit programs. Repurchases are expected to be made in the open market or in private transactions, depending on market conditions, and may be discontinued at any time. In connection with this program, the Company from time to time sells put options on its common stock. 17 18 THE TIMES MIRROR COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) CASH FLOW The following table sets forth certain items from the Statements of Condensed Consolidated Cash Flows (dollars in millions):
YEAR TO DATE ENDED JUNE 30, ------------------ 1998 1997 ------- ------- Net cash provided by operating activities of continuing operations................................................ $ 89.0 $ 125.5 Acquisitions, net of cash acquired.......................... (193.2) (7.6) Capital expenditures........................................ (56.9) (46.5) Repurchase of common stock.................................. (130.6) (331.4) Issuance of debt............................................ 434.1 196.0
Cash generated by operating activities of continuing operations for the year to date ended June 30, 1998 was lower compared to the same period in 1997 due primarily to higher interest payments and restructuring expenditures, as well as lower operating profit which was partially offset by a reduction in tax payments. Capital expenditures for the year to date ended June 30, 1998 were higher compared to the same period in 1997 due primarily to investments for upgrades and enhancements in the Newspaper Publishing segment. Capital expenditures for 1998 are expected to be higher than the 1997 levels due to the Company's continuing investments for future growth, particularly in the Newspaper Publishing segment. Total debt at June 30, 1998 rose to $1.46 billion from $1.06 billion at December 31, 1997 due to the issuance of commercial paper and short-term borrowings. DIVIDENDS Cash dividends of $.36 and $.25 per share of common stock were declared for the year to date ended June 30, 1998 and 1997, respectively. FORWARD-LOOKING STATEMENTS The forward-looking statements set forth above and elsewhere in this Quarterly Report on Form 10-Q are subject to uncertainty and could be adversely affected by a number of factors. Some of these factors are described in Note 9 to the Condensed Consolidated Financial Statements. 18 19 THE TIMES MIRROR COMPANY BUSINESS SEGMENT INFORMATION(1) (IN THOUSANDS) (UNAUDITED)
SECOND QUARTER ENDED YEAR TO DATE ENDED JUNE 30, JUNE 30, -------------------- ------------------------ 1998 1997 1998 1997 -------- -------- ---------- ---------- REVENUES Newspaper Publishing....................... $585,731 $542,958 $1,128,652 $1,054,470 Professional Information................... 110,049 104,581 215,783 201,941 Magazine Publishing........................ 59,623 59,511 125,268 117,387 Corporate and Other........................ 4,966 12,179 8,689 26,014 Intersegment Revenues...................... 205 (123) (166) (367) -------- -------- ---------- ---------- $760,574 $719,106 $1,478,226 $1,399,445 ======== ======== ========== ========== OPERATING PROFIT (LOSS)(2) Newspaper Publishing....................... $ 85,259 $115,295 $ 175,413 $ 210,559 Professional Information................... 12,204 14,699 29,162 26,825 Magazine Publishing........................ 1,953 5,268 1,730 7,859 Corporate and Other........................ (16,107) (24,155) (35,639) (51,997) -------- -------- ---------- ---------- $ 83,309 $111,107 $ 170,666 $ 193,246 ======== ======== ========== ========== DEPRECIATION AND AMORTIZATION Newspaper Publishing....................... $ 29,617 $ 27,256 $ 58,582 $ 53,788 Professional Information................... 5,083 4,594 10,102 9,203 Magazine Publishing........................ 2,018 1,775 3,963 3,395 Corporate and Other........................ 1,831 1,294 3,497 2,559 -------- -------- ---------- ---------- $ 38,549 $ 34,919 $ 76,144 $ 68,945 ======== ======== ========== ========== CAPITAL EXPENDITURES Newspaper Publishing....................... $ 25,873 $ 20,224 $ 43,105 $ 31,051 Professional Information................... 5,051 2,707 9,033 5,414 Magazine Publishing........................ 413 361 846 923 Corporate and Other........................ 1,600 4,891 3,934 9,071 -------- -------- ---------- ---------- $ 32,937 $ 28,183 $ 56,918 $ 46,459 ======== ======== ========== ==========
- --------------- (1) Represents activity from continuing operations. (2) Includes 1998 second quarter restructuring and one-time charges as follows (in thousands): Newspaper Publishing................... $34,850 Professional Information............... 4,847 ------- $39,697 =======
19 20 THE TIMES MIRROR COMPANY PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS No material legal proceedings are pending. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS (a) The Company's Annual Meeting of Shareholders was held on May 7, 1998. (c) At the Annual Meeting of Shareholders, the following matters were voted upon: the election of four persons to Class III of the Board of Directors of the Company and the ratification of the appointment of Ernst & Young LLP, as independent auditors for the Company and its subsidiaries for the year ending December 31, 1998. The results of the voting on matters presented at the Company's Annual Meeting of Shareholders were as follows:
VOTES DESCRIPTION VOTES FOR WITHHELD ----------- ----------- --------- Election of Directors Gwendolyn Garland Babcock.......................... 285,812,531 1,029,568 Clayton W. Frye, Jr................................ 285,986,872 855,227 William Stinehart, Jr.............................. 285,482,232 1,359,867 Mark H. Willes..................................... 285,935,107 906,992
There were no abstentions or broker non-votes on the election of Directors.
VOTES BROKER DESCRIPTION VOTES FOR AGAINST ABSTENTIONS NON-VOTES ----------- ----------- ------- ----------- --------- Ratification of the appointment of Ernst & Young LLP............................................... 286,453,399 143,812 244,888 0
ITEM 5. OTHER MATTERS Shareholder proposals submitted pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 must be received by the Company on or before November 27, 1998 to be considered for inclusion in the proxy statement for the 1999 Annual Meeting of Shareholders, which is expected to be held on May 6, 1999. Management of the Company may exercise discretionary voting authority with respect to any shareholder proposal that is not submitted for inclusion pursuant to Rule 14a-8 in the proxy statement for the 1999 Annual Meeting of Shareholders if such proposal is received by the Company after April 6, 1999. To be presented at a shareholders' meeting, any shareholder proposal must comply with, among other things, the requirements of the Company's Restated Certificate of Incorporation. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 3. Restated Bylaws of Times Mirror. 12. Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Dividends. 27. Financial Data Schedules.
20 21 THE TIMES MIRROR COMPANY (b) The Company filed a report on Form 8-K dated April 27, 1998 announcing that Reed Elsevier plc would acquire Matthew Bender & Company, Incorporated and the Company's 50% ownership interest in Shepard's in a transaction valued at $1.65 billion. The Company filed a report on Form 8-K dated May 1, 1998 announcing the completion of its acquisition of the EZ Buy and EZ Sell Recycler Corporation's Los Angeles area publications and the formation of a new company, Target Media Partners, jointly owned by the Company, DLJ Merchant Banking Partners, and former Recycler management and other shareholders. Target Media would own and operate the remaining Recycler publications outside of the Los Angeles area. The Company filed a report on Form 8-K dated May 6, 1998 announcing that Harcourt General, Inc. had signed a definitive agreement to acquire Mosby, Inc., Times Mirror's professional health sciences publishing business, in a transaction valued at $415 million. 21 22 SIGNATURE 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 By: /s/ THOMAS UNTERMAN -------------------------------------- Thomas Unterman Executive Vice President and Chief Financial Officer Date: August 13, 1998 22 EX-3 2 RESTATED BYLAWS OF TIMES MIRROR 1 EXHIBIT 3 THE TIMES MIRROR COMPANY (A DELAWARE CORPORATION) RESTATED BYLAWS (INCORPORATING AMENDMENT DATED MARCH 5, 1998) EFFECTIVE MAY 7, 1998 ARTICLE I OFFICES SECTION 1. Registered Office. The registered office of The Times Mirror Company (hereinafter called the Corporation) shall be in the City of Wilmington, County of New Castle, State of Delaware. SECTION 2. Principal Office. The principal office for the transaction of the business of the Corporation shall be at Times Mirror Square, in the City of Los Angeles, County of Los Angeles, State of California. The Board of Directors (hereinafter called the Board) is hereby granted full power and authority to change said principal office from one location to another. SECTION 3. Other Offices. The Corporation may also have an office or offices at such other place or places, either within or without the State of Delaware, as the Board may from time to time determine or as the business of the Corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 1. Place of Meetings. All annual meetings of stockholders and all other meetings of stockholders shall be held either at the principal office or at any other place within or without the State of Delaware which may be designated by the Board pursuant to authority hereinafter granted to said Board. SECTION 2. Annual Meetings. Annual meetings of the stockholders of the Corporation for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings may be held at such time, date and place as the Board shall determine by resolution. SECTION 3. Special Meetings. Special meetings of the stockholders of the Corporation for any purpose or purposes may only be called in accordance with the provisions in the Certificate of Incorporation. 2 SECTION 4. Notice of Meetings. Except as otherwise required by law, notice of each meeting of the stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to him at his post office address furnished by him to the Secretary of the Corporation for such purpose or, if he shall not have furnished to the Secretary his address for such purpose, then at his post office address last known to the Secretary, or by transmitting a notice thereof to him at such address by telegraph, cable or wireless. Except as otherwise expressly required by law, no publication of any notice of a meeting of the stockholders shall be required. Every notice of a meeting of the stockholders shall state the place, date and hour of the meeting, and, in the case of a special meeting, shall also state the purpose for which the meeting is called. Notice of any meeting of stockholders shall not be required to be given to any stockholder to whom notice may be omitted pursuant to applicable Delaware law or who shall have waived such notice and such notice shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, except a stockholder who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise expressly required by law, notice of any adjourned meeting of the stockholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken. SECTION 5. Quorum. Except as otherwise required by law, the holders of record of a majority in voting interest of the shares of stock of the Corporation entitled to be voted thereat, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders of the Corporation or any adjournment thereof. Subject to the requirement of a larger percentage vote contained in the Certificate of Incorporation, these Bylaws or by statute, the stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat or, in the absence therefrom of all the stockholders, any officer to preside at, or to act as secretary of, such meeting may adjourn such meeting from time to time. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called. SECTION 6. Voting. (a) Each stockholder shall, at each meeting of the stockholders, be entitled to vote in person or by proxy each share of the stock of the Corporation having voting rights on the matter in question and which shall have been held by him and registered in his name on the books of the Corporation: (i) on the date fixed pursuant to Article VI, Section 5 of these Bylaws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting, or 2 3 (ii) if no such record date shall have been so fixed, then (a) at the close of business on the day next preceding the day on which notice of the meeting shall be given or (b) if notice of the meeting shall be waived, at the close of business on the day next preceding the day on which the meeting shall be held. (b) Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors in such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes. Persons holding stock of the Corporation in a fiduciary capacity shall be entitled to vote such stock. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon. Stock having voting power standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or with respect to which two or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the General Corporation Law of the State of Delaware. (c) Any such voting rights may be exercised by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date unless said proxy shall provide for a longer period. The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect of revoking the same unless he shall in writing so notify the secretary of the meeting prior to the voting of the proxy. At any meeting of the stockholders all matters, except as otherwise provided in the Certificate of Incorporation, in these Bylaws or by law, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat and thereon, a quorum being present. The vote at any meeting of the stockholders on any question need not be by ballot, unless so directed by the chairman of the meeting. On a vote by ballot each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and it shall state the number of shares voted. SECTION 7. List of Stockholders. The Secretary of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, of not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. 3 4 SECTION 8. Judges. If at any meeting of stockholders a vote by written ballot shall be taken on any question, the chairman of such meeting may appoint a judge or judges to act with respect to such vote. Each judge so appointed shall first subscribe an oath faithfully to execute the duties of a judge at such meeting with strict impartiality and according to the best of his ability. Such judges shall decide upon the qualification of the voters and shall certify and report the number of shares represented at the meeting and entitled to vote on such question, determine the number of votes entitled to be cast by each share, conduct and accept the votes, and, when the voting is completed, ascertain and report the number of shares voted respectively for and against the question, and determine and retain for a reasonable period a record of the disposition of any challenge made to any determination made by such judges. Reports of judges shall be in writing and subscribed and delivered by them to the Secretary of the Corporation. The judges need not be stockholders of the Corporation, and any officer of the Corporation may be a judge on any question other than a vote for or against a proposal in which he shall have a material interest. The judges may appoint or retain other persons or entities to assist the judges in the performance of the duties of the judges. ARTICLE III BOARD OF DIRECTORS SECTION 1. General Powers. Subject to any requirements in the Certificate of Incorporation, the Bylaws, and of the Delaware General Corporation Law as to action which must be authorized or approved by the stockholders, any and all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be under the direction of the Board to the fullest extent permitted by law. Without limiting the generality of the foregoing, it is hereby expressly declared that the directors shall have the following powers, to wit: First - To select and remove all officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Certificate of Incorporation or the Bylaws, fix their compensation, and require from them security for faithful service. Second - To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulations therefor not inconsistent with law, or with the Certificate of Incorporation or the Bylaws, as they may deem best. Third - To change the location of the registered office of the Corporation in Article I, Section I hereof; to change the principal office and the principal office for the transaction of the business of the Corporation from one location to another as provided in Article I, Section 2, hereof; to fix and locate from time to time one or more subsidiary offices of the Corporation within or without the State of Delaware as provided in Article I, Section 3 hereof; to designate any place within or without the State of Delaware for the holding of any stockholders' meeting or meetings; and to adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to 4 5 time, as in their judgment they may deem best, provided such seal and such certificate shall at all times comply with the provisions of law. Fourth - To authorize the issue of shares of stock of the Corporation from time to time, upon such terms and for such considerations as may be lawful. Fifth - To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust and securities therefor. Sixth - By resolution adopted by a majority of the authorized number of directors, to designate an executive and other committees, each consisting of one or more directors, to serve at the pleasure of the Board, and to prescribe the manner in which proceedings of such committee shall be conducted. Unless the Board or these Bylaws shall otherwise prescribe the manner of proceedings of any such committee, meetings of such committee may be regularly scheduled in advance and may be called at any time by the chairman of the committee or by any two members thereof; otherwise, the provisions of these Bylaws with respect to notice and conduct of meetings of the Board shall govern. Any such committee, to the extent provided in a resolution of the Board and subject to any restrictions or limitations on the delegation of power and authority imposed by applicable Delaware law, shall have and may exercise all of the powers and authority of the Board. SECTION 2. Number and Term of Office. The authorized number of directors of this Corporation shall be not less than ten (10) nor more than twenty (20) until this Section 2 is amended by a resolution duly adopted by the directors or by the shareholders, in either case in accordance with the provisions of Article XVI of the Certificate of Incorporation. The authorized number of directors shall be fixed at eleven (11) until such authorized number is changed by a resolution duly adopted by the directors or by the shareholders, in either case in accordance with the provisions of Article XVI of the Certificate of Incorporation. Directors need not be shareholders. Each of the directors of the Corporation shall serve until his or her term has expired and his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. SECTION 3. Election of Directors. The directors shall be elected by the stockholders of the Corporation, and at each election the persons receiving the greatest number of votes, up to the number of directors then to be elected, shall be the persons then elected. The election of directors is subject to any provision contained in the Certificate of Incorporation relating thereto, including any provision for a classified Board and for cumulative voting. SECTION 4. Resignations. Any director of the Corporation may resign at any time by giving written notice to the Board or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified, it shall take effect immediately upon receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 5 6 SECTION 5. Vacancies. Except as otherwise provided in the Certificate of Incorporation, any vacancy on the Board, whether because of death, resignation, disqualification, an increase in the number of directors, or any other cause, may be filled by vote of the majority of the remaining directors, although less than a quorum. Each director so chosen to fill a vacancy shall hold office until his successor shall have been elected and shall qualify or until he shall resign or shall have been removed. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office. SECTION 6. Place of Meeting. The Board or any committee thereof may hold any of its meetings at such place or places within or without the State of Delaware as the Board or such committee may from time to time by resolution designate or as shall be designated by the person or persons calling the meeting or in the notice or a waiver of notice of any such meeting. Directors may participate in any regular or special meeting of the Board or any committee thereof by means of conference telephone or similar communications equipment pursuant to which all persons participating in the meeting of the Board or such committee can hear each other, and such participation shall constitute presence in person at such meeting. SECTION 7. First Meeting. The Board shall meet as soon as practicable after each annual election of directors and notice of such first meeting shall not be required. SECTION 8. Regular Meetings. Regular meetings of the Board may be held at such times as the Board shall from time to time by resolution determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting shall be held at the same hour and place on the next succeeding business day not a legal holiday. Except as provided by law, notice of regular meetings need not be given. SECTION 9. Special Meetings. Special meetings of the Board for any purpose or purposes shall be called at any time by the Chairman of the Board or, if he is absent or unable or refuses to act, by the President or, if he is absent or unable or refuses to act, or by the Executive Vice President, or if he is absent or unable or refuses to act, by any Senior Vice President or by any Vice President or by any two directors. Except as otherwise provided by law or by these Bylaws, written notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records of the Corporation, or if it is not shown on such records and is not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the County in which the principal office for the transaction of the business of the Corporation is located at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered personally as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such director. Except where otherwise required by law or by these Bylaws, notice of the purpose of a special meeting need not be given. 6 7 Notice of any meeting of the Board shall not be required to be given any director who is present at such meeting, except a director who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. SECTION 10. Quorum and Manner of Acting. Except as otherwise provided in these Bylaws, the Certificate of Incorporation or by applicable law, the presence of a majority of the authorized number of directors shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the directors present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, provided any action taken is approved by at least a majority of the required quorum for such meeting. In the absence of a quorum, a majority of directors present at any meeting may adjourn the same from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. The directors shall act only as a Board, and the individual directors shall have no power as such. SECTION 11. Action by Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if consent in writing is given thereto by all members of the Board or of such committee, as the case may be, and such consent is filled with the minutes of proceedings of the Board or committee. SECTION 12. Compensation. Directors who are not employees of the Corporation or any of its subsidiaries may receive an annual fee for their services as directors in an amount fixed by resolution of the Board, and in addition, a fixed fee, with or without expenses of attendance, may be allowed by resolution of the Board for attendance at each meeting, including each meeting of a committee of the Board. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor. SECTION 13. Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board and subject to any restrictions or limitations on the delegation of power and authority imposed by applicable Delaware law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any such committee shall keep written minutes of its meetings and report the same to the Board at the next regular meeting of the Board. 7 8 ARTICLE IV OFFICERS SECTION 1. Officers. The officers of the Corporation shall be a Chairman of the Board, one or more Vice Chairmen of the Board, a President, one or more Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, a Secretary, a Treasurer, a Controller, one or more Assistant Secretaries, Assistant Treasurers, and Assistant Controllers, and such other officers as may be appointed at the discretion of the Board in accordance with the provisions of Section 3 of this Article IV. One person may hold two or more offices, except that the Secretary may not hold the offices of Chairman of the Board or President. SECTION 2. Election. The officers of the Corporation, except such officers as may be appointed or elected in accordance with the provisions of Section 3 or Section 5 of this Article IV, shall be chosen annually by the Board at the organization meeting hereof, and each shall hold office until he or she shall resign or shall be removed or otherwise disqualified to serve, or his or her successor shall be elected and qualified. SECTION 3. Other Officers. In addition to the officers chosen annually by the Board at its organization meeting, the Board also may appoint or elect such other officers as the business of the Corporation may require, each of whom shall have such authority and perform such duties as are provided in these Bylaws or as the Board may from time to time specify, and shall hold office until he or she shall resign or shall be removed or otherwise disqualified to serve, or his or her successor shall be elected and qualified. SECTION 4. Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the Board or to the President or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. SECTION 5. Vacancies. A vacancy is any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to such office. SECTION 6. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and all meetings of the Board of Directors of the Corporation and shall exercise and perform any other powers and duties that are assigned to him by the Board of Directors of the Corporation or by these Bylaws. He shall be a member of the Executive Committee and shall be an ex officio member of all other committees. 8 9 SECTION 7. Chief Executive Officer. The Chief Executive Officer of the Corporation shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Corporation. He shall have the general powers and duties of management usually vested in the Chief Executive Officer of a Corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or by these Bylaws. SECTION 8. Vice Chairmen of the Board. The Vice Chairmen of the Board shall exercise and may perform such powers and duties as may be assigned to them by the Chairman of the Board, or by the Board, or as may be prescribed by the Bylaws. In the absence or disability of the Chairman of the Board, or in the event and during the period of a vacancy in that office, the Vice Chairmen, in order of their rank as fixed by the Board or, if not ranked, the Vice Chairman designated by the Board, shall preside at all meetings of the stockholders and at all meetings of the Board. SECTION 9. President. The President shall exercise and may perform such powers and duties with respect to the administration of the business and affairs of the Corporation as may from time to time be assigned by the Chairman of the Board, or by the Board, or as may be prescribed by the Bylaws. In the absence or disability of the Chairman of the Board and Vice Chairmen of the Board, or in the event and during the period of a vacancy in such office, the President shall perform all the duties of the Chairman of the Board and when so acting shall have all of the powers of, and be subject to all the restrictions upon, the Chairman of the Board and Chief Executive Officer of the Corporation. SECTION 10. Executive Vice Presidents. The Executive Vice Presidents shall exercise and may perform such powers and duties with respect to the administration of the business and affairs of the Corporation as may from time to time be assigned by the Chairman of the Board, or the Board, or as may be prescribed by these Bylaws. In the absence or disability of the Chairman of the Board, Vice Chairmen of the Board and the President, the Executive Vice Presidents in order of their rank as fixed by the Board or, if not ranked, the Executive Vice President designated by the Board, shall perform all of the duties of the Chairman of the Board and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairman of the Board and Chief Executive Officer of the Corporation. SECTION 11. Senior Vice Presidents and Vice Presidents. The Senior Vice Presidents and Vice Presidents shall exercise and may perform such powers and duties with respect to the Corporation as may from time to time be assigned to each of them by the Chairman of the Board, a Vice Chairman of the Board, the President, an Executive Vice President, or the Board, or as may be prescribed by these Bylaws. In the absence or disability of the Chairman of the Board, the Vice Chairmen of the Board, the President and the Executive Vice Presidents, the Senior Vice President and Vice President in order of their rank as fixed by the Board or, if not ranked, the Senior Vice President or Vice President designated by the Board shall perform all of the duties of the Chairman of the Board, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairman of the Board and Chief Executive Officer of the Corporation. 9 10 SECTION 12. Secretary. The Secretary shall keep, or cause to be kept, at the principal office, or such other place as the Board may order, a book of minutes of all meetings of directors and stockholders, with the time and place of holding, whether regular or special, and if special, how authorized and the notice thereof given, the names of those present at directors' meetings, the number of shares present or represented at stockholders' meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office or at the office of the Corporation's transfer agent, a share register, or a duplicate share register, showing the names of the stockholders and their addresses; the number of classes of shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board required by these Bylaws or by law to be given, and he shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by these Bylaws or assigned by the Board, the Chairman of the Board, a Vice Chairman of the Board, the President, an Executive Vice President or any Senior Vice President or Vice President to whom the Secretary may report. If for any reason the Secretary shall fail to give notice of any special meeting of the Board called by one or more of the persons identified in the first paragraph of Section 9, Article III, or if the Secretary shall fail to give notice of any special meeting of the stockholders called by one or more of the persons identified in Section 2 , Article II, then any such person or persons may give notice of any such special meeting. SECTION 13. Treasurer. The Treasurer shall supervise, have custody of and be responsible for all funds and securities of the Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board or in accordance with authority delegated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered or authorized by the Board, shall render to the Chairman of the Board, the President and the directors, whenever they request it, an account of all transactions as Treasurer and shall have such other powers and perform such other duties as may be prescribed by these Bylaws or assigned by the Board, the Chairman of the Board, a Vice Chairman of the Board, the President, an Executive Vice President or any Senior Vice President or Vice President to whom the Treasurer may report. SECTION 14. Controller. The Controller shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in-surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account. The books of account shall at all reasonable times be open to inspection by any director. 10 11 The Controller also shall supervise the maintenance of adequate and correct accounts of the properties and business transactions of all subsidiaries of the Corporation and shall have such other powers and perform such other duties as may from time to time be prescribed by these Bylaws or assigned to him by the Board, the Chairman of the Board, a Vice Chairman of the Board, the President, an Executive Vice President or any Senior Vice President or Vice President to whom the Controller may report. ARTICLE V CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC. SECTION 1. Execution of Contracts. The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board or by these Bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount. SECTION 2. Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board. Each such officer, assistant, agent or attorney shall give such bond, if any, as the Board may require. SECTION 3. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board may select, or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, the President, any Vice President or the Treasurer (or any other officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation who shall from time to time be determined by the Board) may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation. SECTION 4. General and Special Bank Accounts. The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositaries as the Board may select or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient. 11 12 ARTICLE VI SHARES AND THEIR TRANSFER SECTION 1. Certificates for Stock. Every owner of stock of the Corporation shall be entitled to have a certificate or certificates, to be in such form as the Board shall prescribe, certifying the number and class of shares of the stock of the Corporation owned by him. The certificates representing shares of such stock shall be numbered in the order in which they shall be issued and shall be signed in the name of the Corporation by the Chairman of the Board, or the President or the Executive Vice President or a Senior Vice President or a Vice President, and by the Secretary or an Assistant Secretary. Any of or all of the signatures on the certificates may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any such certificate shall thereafter have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as though the person who signed such certificate, or whose facsimile signature shall have been placed thereupon, were such officer, transfer agent or registrar at the date of issue. A record shall be kept of the respective names of the persons, firms or corporations owning the stock represented by such certificates, the number and class of shares represented by such certificates, respectively, and the respective dates thereof, and in case of cancellation, the respective dates of cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be canceled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so canceled, except in cases provided for in Section 4 of this Article VI. SECTION 2. Transfers of Stock. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, or with a transfer clerk or a transfer agent appointed as provided in Section 3 of Article VI, and upon surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact shall be so stated expressly in the entry of transfer if, when the certificate or certificates shall be presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so. SECTION 3. Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them. SECTION 4. Lost, Stolen, Destroyed, and Mutilated Certificates. In any case of loss, theft, destruction, or mutilation of any certificate of stock, another may be issued in its place upon proof of such loss, theft, destruction, or mutilation and upon the giving of a bond of indemnity to the Corporation in such form and in such sum as the Board may direct; provided, 12 13 however, that a new certificate may be issued without requiring any bond when, in the judgment of the Board, it is proper to do so. SECTION 5. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other event for which a record date is fixed. When a record date is so fixed, only stockholders who are such of record on that date are entitled to notice of and to vote at the meeting or to give written consent without a meeting, or to receive any such report, dividend, distribution, or allotment or rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date. If in any case involving the determination of stockholders for any purpose other than notice of or voting as a meeting of stockholders or expressing consent to corporate action without a meeting the Board shall not fix such a record date, the record date for determining stockholders for such purpose shall be the close of business on the day on which the Board shall adopt the resolution relating thereto. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. ARTICLE VII INDEMNIFICATION SECTION 1. Actions, Etc. Other Than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not at in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful. 13 14 SECTION 2. Actions, Etc., by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. SECTION 3. Indemnification of Agents. The Corporation may, but only to the extent that the Board of Directors may (but shall not be obligated to) authorize from time to time, grant rights to indemnification and to the advancement of expenses to any agent of the Corporation to the fullest extent of the provisions of this Article VII as they apply to the indemnification and advancement of expenses of directors and officers of the Corporation. SECTION 4. Determination of Right of Indemnification. Any indemnification under Section 1 of this Article VII or Section 2 of this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer or employee is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 of this Article VII or Section 2 of this Article VII. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. SECTION 5. Indemnification Against Expenses of Successful Party. Notwithstanding the other provisions of this Article, to the extent that a director, officer or employee of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article VII or Section 2 of this Article VII, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. 14 15 SECTION 6. Prepaid Expenses. Expenses incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate. SECTION 7. Other Rights and Remedies. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 8. Insurance. Upon resolution passed by the Board, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. SECTION 9. Constituent Corporations. For the purposes of this Article, references to "the Corporation" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer or employee of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity. SECTION 10. Other Enterprises, Fines, and Serving at the Corporation's Request. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer or employee of the corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article. 15 16 ARTICLE VIII MISCELLANEOUS SECTION 1. Seal. The Board shall adopt a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and words showing that the Corporation is incorporated in the State of Delaware. SECTION 2. Waiver of Notices. Whenever notice is required to be given by these Bylaws or the Certificate of Incorporation or by law, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein, and such waiver shall be deemed equivalent to notice. SECTION 3. Amendments. Except as otherwise provided herein or in the Certificate of Incorporation, these Bylaws, or any of them, may be altered, amended, repealed or rescinded and new Bylaws may be adopted, (i) by the Board, or (ii) by the stockholders, at any annual meeting of stockholders, or at any special meeting of stockholders, provided that notice of such proposed alteration, amendment, repeal, rescission or adoption is given in the notice of meeting. SECTION 4. Representation of Other Corporations. The Chairman of the Board or the President or the Executive Vice President or a Senior Vice President or any Vice President or the Secretary or any Assistant Secretary of this Corporation are authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority herein granted to said officers to vote or represent on behalf of this Corporation any and all shares held by this Corporation in any other corporation or corporations may be exercised either by such officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said officers. 16 EX-12 3 RATIO OF EARNINGS TO FIXED CHARGES 1 EXHIBIT 12 THE TIMES MIRROR COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS (IN THOUSANDS OF DOLLARS)
YEAR TO DATE ENDED JUNE 30, 1998 -------------- Fixed charges: Interest expense .......................................................... $ 34,716 Portion of rents deemed to be interest .................................... 6,540 Amortization of debt expense .............................................. 937 -------- Total fixed charges ................................................ 42,193 Preferred dividends .......................................................... 18,481 -------- Fixed charges and preferred dividends ..................................... $ 60,674 ======== Earnings: Income from continuing operations before income tax provision ............. $151,019 Fixed charges ............................................................. 42,193 Amortization of capitalized interest ...................................... 1,954 Add: Equity loss from less than 50% owned unconsolidated affiliates ...... 9,782 -------- Total earnings ....................................................... $204,948 ======== Ratio of earnings to fixed charges ........................................... 4.9x Ratio of earnings to fixed charges and preferred dividends ................... 3.4x
EX-27.1 4 FINANCIAL DATA SCHEDULE - 2ND QTR. 6/30/98
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JUNE 30, 1998 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1998 JAN-01-1998 JUN-30-1998 64,979 0 399,650 44,288 48,604 987,522 1,920,910 987,650 3,500,623 1,058,891 929,958 0 724,820 112,090 (31,274) 3,500,623 1,478,226 1,478,226 776,573 776,573 39,697 12,472 34,681 151,019 62,375 88,644 5,818 0 0 94,462 0.95 0.92
EX-27.2 5 FINANCIAL DATA SCHEDULE - 1ST QTR. 3/31/98
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MARCH 31, 1998 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 41,809 0 392,406 45,121 46,453 940,205 1,893,329 961,706 3,236,576 699,274 917,822 0 724,820 112,089 72,749 3,236,576 717,652 717,652 385,520 385,520 0 7,643 15,663 76,443 31,814 44,629 632 0 0 45,261 .45 .44
EX-27.3 6 FINANCIAL DATA SCHEDULE - FISCAL YEAR 1997
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DECEMBER 31, 1997 ANNUAL REPORT ON 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS DEC-31-1997 JAN-01-1997 DEC-31-1997 48,804 0 409,096 44,276 44,896 997,638 1,880,947 942,864 3,247,016 748,881 925,404 0 724,820 112,055 39,124 3,247,016 2,897,982 2,897,982 1,484,175 1,484,175 0 24,583 42,288 345,923 138,187 207,736 42,576 0 0 250,312 2.35 2.29
EX-27.4 7 FINANCIAL DATA SCHEDULE - 3RD QTR. 9/30/97
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEPTEMBER 30, 1997 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 51,998 0 380,722 42,892 42,624 910,853 1,868,909 942,497 3,128,006 678,609 940,132 0 724,820 112,054 (1,896) 3,128,006 2,103,851 2,103,851 1,086,161 1,086,161 0 13,943 27,568 265,735 110,945 154,790 23,353 0 0 178,143 1.61 1.56
EX-27.5 8 FINANCIAL DATA SCHEDULE - 2ND QTR. 6/30/97
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JUNE 30, 1997 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 41,463 0 358,232 39,150 43,356 905,882 2,003,016 915,581 3,078,197 532,750 633,740 0 411,784 95,737 713,042 3,078,197 1,399,445 1,399,445 715,481 715,481 0 9,363 15,969 178,962 76,201 102,761 8,458 0 0 111,219 0.97 0.94
EX-27.6 9 FINANCIAL DATA SCHEDULE - 1ST QTR. 3/31/97
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MARCH 31, 1997 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 44,251 0 359,003 43,020 60,329 930,421 1,986,954 896,712 3,107,740 638,007 433,693 0 576,379 93,620 668,873 3,107,740 680,339 680,339 354,297 354,297 0 5,065 7,847 74,439 32,151 42,288 2,945 0 0 45,233 0.37 0.36
EX-27.7 10 FINANCIAL DATA SCHEDULE - FISCAL YEAR 1996
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DECEMBER 31, 1996 ANNUAL REPORT ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS DEC-31-1996 JAN-01-1996 DEC-31-1996 140,955 0 390,182 42,973 60,256 1,011,296 1,979,825 877,054 3,239,998 535,533 459,007 0 576,379 96,730 825,701 3,239,998 2,780,087 2,780,087 1,497,380 1,497,380 17,348 24,229 20,245 278,979 110,607 168,372 38,072 0 0 206,444 1.59 1.54
EX-27.8 11 FINANCIAL DATA SCHEDULE - 3RD QTR. 9/30/96
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEPTEMBER 30, 1996 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 56,718 0 368,569 39,607 69,194 1,113,275 1,987,981 890,641 3,338,182 806,001 299,666 0 576,379 98,987 854,966 3,338,182 2,031,014 2,031,014 1,107,903 1,107,903 0 15,326 21,576 178,175 78,627 99,548 28,217 0 0 127,765 0.92 0.89
EX-27.9 12 FINANCIAL DATA SCHEDULE - 2ND QTR. 6/30/96
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JUNE 30, 1996 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 54,182 0 334,227 34,834 67,270 1,044,892 1,965,152 871,450 3,261,645 607,455 317,685 0 576,379 102,627 981,483 3,261,645 1,349,089 1,349,089 742,536 742,536 0 10,350 12,092 121,444 52,979 68,465 3,595 0 0 72,060 .48 .47
EX-27.10 13 FINANCIAL DATA SCHEDULE - 1ST QTR. 3/31/96
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MARCH 31, 1996 QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 99,523 0 347,327 35,475 79,209 1,121,901 1,947,100 854,473 3,270,741 552,242 298,258 0 576,379 104,691 1,053,107 3,270,741 666,682 666,682 378,919 378,919 0 5,175 5,724 51,200 23,320 27,880 (1,843) 0 0 26,037 .14 .14
EX-27.11 14 FINANCIAL DATA SCHEDULE - FISCAL YEAR 1995
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DECEMBER 31, 1995 ANNUAL REPORT ON 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 174,648 0 370,511 36,708 70,010 1,311,480 1,939,689 842,401 3,487,496 741,618 247,062 0 576,379 105,698 1,124,159 3,487,496 2,728,497 2,728,497 1,502,803 1,502,803 498,409 20,498 22,305 (288,638) (54,846) (233,792) 1,473,267 0 (12,724) 1,226,751 10.02 10.02
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