Times Mirror to Buy 7.5 Million of Its Shares
Times Mirror said Friday that it intends to buy up to 10.4% of its common shares outstanding, a move that would increase the amount of stock held by the company’s officers and directors and affiliated interests to about 40%.
The company, which owns the Los Angeles Times, seven other newspapers and various other media interests, said it will offer $60 cash a share for up to 7.5 million of its 72 million shares. The $450-million offer is expected to be launched Monday.
Times Mirror stock closed Friday on the New York Stock Exchange at a 12-month high of $53.75, up $1.125, on trading of 153,600 shares.
The shares now held by management, Chandler family interests and employee stock ownership plans, which currently amount to 36%, will not be tendered, Times Mirror said.
Thus, after the tender offer, interests affiliated with the company will control roughly 40% of the 64.5 million shares that will remain outstanding.
Times Mirror President and Chief Executive Robert F. Erburu declined to comment on the reasons for the tender offer.
At the company’s annual meeting last April, however, Chairman Otis Chandler said the company was considering several measures that might discourage possible efforts to take over Times Mirror by outside interests during the current environment of mergers and takeovers in the communications area.
In addition, the company last April issued 3.07 million new shares of common stock to its employee stock ownership plan for $150 million. At that time, directors also authorized the repurchase of up to 5 million shares.
In the offer announced Friday, the company said it now reserves the right to purchase more than 7.5 million shares, although it doesn’t presently plan to do so.
The company said it will finance the offer by either short-term bank borrowing or other debt. It added that it has obtained commitments from Citibank, Morgan Guaranty Trust and Security Pacific National Bank to provide short-term loans to cover the offer.
The company said it also expects to refinance at a later date some or all of that financing through medium or long-term, fixed-rate debt.
The investment banking firm of Goldman, Sachs & Co. will manage the tender offer.