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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 8 Under the Securities Exchange Act of 1934 TEJON RANCH CO. --------------- (Name of Issuer) Common Stock, par value $1.00 per share --------------------------------------- (Title of Class of Securities) 879080 10 9 ----------------- (CUSIP Number) Kathleen G. McGuinness General Counsel The Times Mirror Company Times Mirror Square Los Angeles, California 90053 (213) 237-3700 ---------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to: Jerome L. Coben, Esq. Skadden, Arps, Slate, Meagher & Flom 300 S. Grand Avenue Los Angeles, California 90071 (213) 687-5221 January 30, 1997 -------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following: / / Check the following box if a fee is being paid with this Statement: / / Page 1 of 6 pages CUSIP No. 879080 10 9 Schedule 13D - ------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS The Times Mirror Company IRS Employer Identification No. 95--1298980 - ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /X/ (b) / / - ------------------------------------------------------------------------------- (3) SEC USE ONLY - ------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* Not applicable. - ------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not applicable. / / - ------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------------------------------------------------------- : (7) SOLE VOTING POWER : : 3,812,330 :------------------------------------------- NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING OWNED BY EACH REPORTING : PERSON WITH : 0 :------------------------------------------- : (9) SOLE DISPOSITIVE : : 3,812,330 :------------------------------------------- :(10) SHARED DISPOSITIVE : : 0 - -----------------------------------:------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,812,330 - ------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 30.6% - ------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 6 pages (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS The Times Mirror Foundation IRS Employer Identification No. 95-6079651 - ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /X/ (b) / / - ------------------------------------------------------------------------------- (3) SEC USE ONLY - ------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* Not applicable. - ------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not applicable. / / - ------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------------------------------------------------------- : (7) SOLE VOTING POWER : : 300,000 :------------------------------------------- NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING OWNED BY EACH REPORTING : PERSON WITH : 0 :------------------------------------------- : (9) SOLE DISPOSITIVE : : 300,000 :------------------------------------------- :(10) SHARED DISPOSITIVE : : 0 - ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - ------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.37% - ------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 6 pages Items 2, 4, 5 and 6 of the statement on Schedule 13D are amended hereby as follows: ITEM 2. IDENTITY AND BACKGROUND This Amendment No. 8 to Schedule 13D is filed on behalf of the persons listed below: The Times Mirror Company ("Times Mirror") The Times Mirror Foundation (the "Foundation") Times Mirror and the Foundation are hereinafter referred to as the "Reporting Persons." The information with respect to Times Mirror and the Foundation required by Item 2 is set forth on Exhibit 1 hereto and is incorporated herein by reference. By letter dated January 30, 1997 from Times Mirror to each of Ardell Investment Company, M.H. Sherman Company, Sherman Foundation and Donald Haskell (collectively, the "Former Reporting Persons"), Times Mirror informed each of the Former Reporting Persons that (a) Times Mirror and the Foundation were terminating the Memorandum of Understanding dated December 28, 1978 by and among Ardell Investment Company, Chandis Securities Company, M.H. Sherman Company, Times Mirror and the Foundation (the "Memorandum of Understanding"), including each of the powers-of-attorney created thereunder in favor of Times Mirror and (b) Times Mirror was terminating any other power-of-attorney that may have been executed by any of the Former Reporting Persons in favor of Times Mirror in connection with (i) this Schedule 13D or any amendment thereto or (ii) the beneficial ownership by any of the Former Reporting Persons of shares of Common Stock and (c) Times Mirror and the Foundation were no longer acting, together with the Former Reporting Persons, as a group with respect to the ownership of shares of Common Stock. Copies of such letters are filed as Exhibits 2, 3, 4 and 5 to this Schedule 13D and are incorporated herein by reference. ITEM 4. PURPOSE OF TRANSACTION Each of the Reporting Persons is currently reviewing its investment in the Company as part of its overall review of its minority investments and is considering a sale of all or part of the Common Stock beneficially owned by it in the open market or in one or more privately negotiated transactions. Any determination by either of the Reporting Persons to make a sale of all or part of the Common Stock beneficially owned by it will depend upon market conditions and other factors. Except as set forth herein, the Reporting Persons have no present plans or proposals that relate to or would result in any actions or events required to be described in Item 4 of Schedule 13D. Page 4 of 6 pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Times Mirror beneficially owns 3,812,330 shares of Common Stock, which represent approximately 30.6% of the outstanding shares of Common Stock. This number of shares beneficially owned by Times Mirror does not include 300,000 shares of Common Stock owned by the Foundation, as to which shares Times Mirror disclaims beneficial ownership. The Foundation beneficially owns 300,000 shares of Common Stock, which represent approximately 2.37% of the outstanding shares of Common Stock. (b) Times Mirror has the sole power to vote or to direct the vote, and the sole power to dispose or direct the disposition, of 3,812,330 shares of Common Stock. The Foundation has the sole power to vote or to direct the vote, and the sole power to dispose or direct the disposition, of 300,000 shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. By letter dated January 30, 1997 from Times Mirror to each of the Former Reporting Persons, Times Mirror informed each of the Former Reporting Persons that (a) Times Mirror and the Foundation were terminating the Memorandum of Understanding, including each of the powers-of-attorney in favor of Times Mirror created thereunder and (b) Times Mirror was terminating any other power- of-attorney that may have been executed by any of the Former Reporting Persons in favor of Times Mirror in connection with (i) this Schedule 13D or any amendment thereto or (ii) the beneficial ownership by any of the Former Reporting Persons of shares of Common Stock and (c) Times Mirror and the Foundation were no longer acting, together with the Former Reporting Persons, as a group with respect to the ownership of shares of Common Stock. Copies of such letters are filed as Exhibits 2, 3, 4 and 5 to this Schedule 13D and are incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Information relating to The Times Mirror Company, its principal officers, directors and controlling persons. Exhibit 2 Form of Letter, dated January 30, 1997 from The Times Mirror Company to Ardell Investment Company Exhibit 3 Form of Letter, dated January 30, 1997 from The Times Mirror Company to M.H. Sherman Company Exhibit 4 Form of Letter, dated January 30, 1997 from The Times Mirror Company to the Sherman Foundation Exhibit 5 Form of Letter, dated January 30, 1997 from The Times Mirror Company to Donald Haskell Page 5 of 6 pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that this statement is true, complete and correct. THE TIMES MIRROR COMPANY By: /s/ KATHLEEN G. McGUINNESS ----------------------------------------- Name: Kathleen G. McGuinness Title: Vice President and General Counsel THE TIMES MIRROR FOUNDATION By: /s/ STEPHEN C. MELER ------------------------------------------ Name: Stephen C. Meler Title: President Dated: January 31, 1997 Page 6 of 6 pages
EXHIBIT 1 THE TIMES MIRROR COMPANY Times Mirror is a media and information concern principally engaged in newspaper publishing, book, magazine and other publishing, and cable television. Times Mirror's newspaper publishing include the publication and sale of three metropolitan newspapers: the LOS ANGELES TIMES, NEWSDAY and THE BALTIMORE SUN NEWSPAPERS; four community newspapers: THE HARTFORD COURANT, THE MORNING CALL, THE (STAMFORD) ADVOCATE and the GREENWICH TIME and several daily and weekly newspapers. Through its subsidiaries, Times Mirror's publishing operations provides professional information to the legal, aviation, health science and consumer health markets. Books, journals and other material published by Times Mirror include Matthew Bender law books; Mosby-Year Book medical and health science books; CRC Press science and technical journals; Jeppesen Sanderson flight information and pilot training products; textbooks in medicine, science and mathematics, business and economics; the social sciences; technical and professional training materials; and art and illustrated works. Through Times Mirror Magazines, the Company also publishes a number of special interest and trade magazines such as FIELD & STREAM, POPULAR SCIENCE, OUTDOOR LIFE, GOLF MAGAZINE, HOME MECHANIX and SKI MAGAZINE. Times Mirror is subject to the reporting requirements of the Securities Exchange Act of 1934. In accordance therewith it files reports and other information with the Securities and Exchange Commission (the "SEC"), the New York Stock Exchange Inc. and the Pacific Stock Exchange, relating to its business and financial condition and other matters. Information, as of specified dates, concerning its directors and officers, their remuneration, options granted to them, the principal holders of Times Mirror's securities and any material interest of such persons in transactions with Times Mirror is disclosed in proxy statements distributed to Times Mirror's shareholders and filed with the SEC and the New York Stock Exchange, Inc. Such reports, proxy statements and other information should be available for inspection at the SEC's Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies may be obtained upon payment of the SEC's customary charges. Such material also should be available for inspection at the library of the New York Stock Exchange, Inc., 11 Wall Street, New York, New York. The name, business address and principal occupation of each of Times Mirror's directors and executive officers, as well as certain other persons who may be deemed to control Times Mirror are set forth below in Sections I and II of this Exhibit 1. All such persons are citizens of the United States. The business address of each of the executive officers of Times Mirror, except as stated below, is 220 West First Street, Los Angeles, California 90012. In addition to the directors and officers of Times Mirror, there are certain other persons known to the Company to beneficially own more than 5% of the outstanding shares of the equity securities of the Company and may be deemed to control Times Mirror. These persons are Chandler Trusts Nos. 1 and 2 (the "Chandler Trusts") and Chandis Securities Company (see Section III below). Neither Times Mirror nor any of its executive officers, directors or controlling persons has during the past 5 years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding resulting in a judgment, decree or final order enjoining such person from future violations of or prohibiting activities subject to federal or state securities laws or finding any violation of any such law by such person. 2 I. DIRECTORS OF THE TIMES MIRROR COMPANY C. Michael Armstrong Principal Occupation and Business Address: Chairman of the Board and Chief Executive Officer, Hughes Electronics Corporation, 7200 Hughes Terrace, Westchester, California 90045, a designer and manufacturer of advanced electronic systems. Gwendolyn Garland Babcock Principal Occupation and Residence Address: Private investor. 1575 Circle Drive, San Marino, California 91108 Donald R. Beall Principal Occupation and Business Address: Chairman of the Board and Chief Executive Officer, Rockwell International Corporation, 2201 Seal Beach Boulevard, Seal Beach, California 90740, a diversified, high-technology company with leadership market positions in automaton, avionics, semiconductor systems, aerospace, defense electronics and automotive component systems John E. Bryson Principal Occupation and Business Address: Chairman of the Board and Chief Executive Officer, Edison International Company and its largest subsidiary, Southern California Edison Company, 2244 Walnut Grove Avenue, Rosemead, California 91770, a public utility Bruce Chandler Principal Occupation and Residence Address: Private investor. 1600 South Bayfront, Balboa Island, California 92662 Otis Chandler Principal Occupation and Business Address: Owner, The Vintage Museum of Transportation and Wildlife, 1421 Emerson Avenue, Oxnard, California 93033, museum 3 Robert F. Erburu Retired, The Times Mirror Company Clayton W. Frye, Jr. Principal Occupation and Business Address: Senior Associate, Laurance S. Rockefeller, responsible for overseeing and directing Mr. Rockefeller's business, real estate and investment interests, 30 Rockefeller Plaza, Room 5600, New York, New York 10112, Dr. Alfred E. Osborne, Jr. Principal Occupation and Business Address: Director, the Harold Price Center for Entrepreneurial Studies and Associate Professor of Business Economics, the Anderson School at the University of California at Los Angeles, 405 Hilgard Avenue, Los Angeles, California 90095. Dr. Osborne is also an independent general partner of Technology Funding Venture Partners, a company registered under the 1940 Investment Company Act Joan A. Payden Principal Occupation and Business Address: Founder, President and Chief Executive Officer, Payden & Rygel, 333 South Grand Avenue, Los Angeles, California 90071, an investment management firm registered under the 1940 Investment Company Act which manages domestic and global fixed-income portfolios William Stinehart, Jr. Principal Occupation and Business Address: Attorney-at-Law and Partner in the law firm of Gibson, Dunn & Crutcher, 333 South Grand Avenue, Los Angeles, California 90071 Harold M. Williams Principal Occupation and Business Address: President and Chief Executive Officer, the J. Paul Getty Trust, 1200 Getty Federal Drive, Los Angeles, California 90049, a charitable trust devoted to the arts and humanities 4 Warren B. Williamson Principal Occupation and Business Address: Chairman and Chief Executive Officer, Chandis Securities Company, 350 West Colorado Boulevard, Pasadena, California 91105, administrator of the Chandler Trusts; and, Chairman of the Board of Trustees of the Chandler Trusts Dr. Edward Zapanta Principal Occupation and Business Address: Medical Doctor in private practice, 1605 South Hope Street, Suite 100, South Pasadena, California 91030. Dr. Zapanta is also Senior Medical Director of HealthCare Partners Medical Group 5 SECTION II. OFFICERS OF THE TIMES MIRROR COMPANY UNLESS OTHERWISE INDICATED, THE PRESENT PRINCIPAL BUSINESS ADDRESS FOR EACH OF THE FOLLOWING INDIVIDUALS IS AS FOLLOWS: C/O THE TIMES MIRROR COMPANY, 220 WEST FIRST STREET, LOS ANGELES, CALIFORNIA 90012. Mark H. Willes Chairman of the Board, President and Chief Executive Officer Richard T. Schlosberg III Executive Vice President; Publisher and Chief Executive Officer, the LOS ANGELES TIMES Patrick A. Clifford Senior Vice President; Chairman, Mosby-Year Book James R. Simpson Senior Vice President, Human Resources E. Thomas Unterman Senior Vice President and Chief Financial Officer Donald F. Wright Senior Vice President, Eastern Newspapers Horst A. Bergmann Vice President; President, Jeppesen Sanderson & Co.; President, Times Mirror Training, Inc. C. Shelby Coffey III Vice President; Editor and Executive Vice President, the LOS ANGELES TIMES Kathryn M. Downing Vice President; President, Matthew-Bender Debra A. Gastler Vice President, Taxes Raymond A. Jansen Vice President; Publisher, NEWSDAY Mary E. Junck Vice President; Publisher and Chief Executive Officer, THE BALTIMORE SUN Kathleen G. McGuinness Vice President, Secretary and General Counsel 6 Stephen C. Meier Vice President, Public and Government Affairs Roger H. Molvar Vice President and Controller Steven J. Schoch Vice President and Treasurer Michael E. Waller Vice President; Publisher, THE HARTFORD COURANT Efrem Zimbalist III Vice President; President, Times Mirror Magazines 7 III. OTHER PERSONS DEEMED TO CONTROL TIMES MIRROR Chandis Securities Company is a California corporation ("Chandis Securities"), which administers the Chandler Trusts (defined below). Chandis Securities owns, as of January 30, 1997, 8,581,432 shares (13%) shares of Series A Common Stock of the Company; 9,656,432 shares (36%) of Series C Common Stock of the Company; and 380,792 shares (46.25%) of the Cumulative Redeemable Preferred Stock, Series A ("Series A Preferred Stock") of the Company, which is a nonvoting stock. The Chandler Trusts are comprised of two trusts, Chandler Trust No. 1 and Chandler Trust No. 2 (collectively, the "Chandler Trusts"). Chandler Trust No. 1 beneficially owns, as of January 30, 1997, 9,371,528 shares (14%) of the outstanding shares of Series A Common Stock of the Company; 9,371,528 shares (35%) of the outstanding shares of Series C Common Stock of the Company; and 391,525 shares (47.55%) of the Series A Preferred Stock of the Company. Chandler Trust No. 2 beneficially owns, as of January 30, 1997, 715,586 shares (1%) of the outstanding shares of Series A Common Stock of the Company; 1,729,286 shares (6%) of the outstanding shares of Series C Common Stock of the Company; and 51,071 shares (6.20%) of the Series A Preferred Stock of the Company. In addition, Chandler Trust No. 2 owns substantially all the outstanding stock of Chandis Securities. The amounts stated above as owned by the Chandler Trusts include the holdings of Chandis Securities Company. The Trustees of the Chandler Trusts include four of Times Mirror's directors: Gwendolyn Garland Babcock, Bruce Chandler, William Stinehart and Warren B. Williamson. The three other Trustees are Camilla Chandler Frost, Douglas Goodan and Judy C. Webb. The Trustees and other of their relatives are the beneficiaries of the Chandler Trusts. The Chandler Trusts, their Trustees and the general family group of which they are members may be deemed to be "parents" of Times Mirror within the meaning of the Securities Act of 1933, as amended. The name, address and principal occupation of each of the Trustees of the Chandler Trusts and each of the directors and officers of Chandis Securities Company and, where applicable, the name and address of the organization at which each such person carries on his or her principal occupation, are set forth below. Neither Chandis Securities, nor any of its executive officers, directors or controlling persons, nor the Chandler Trusts, nor any of its Trustees has during the past five (5) years been convicted in a criminal proceeding (excluding traffic 8 violations or similar misdemeanors) or been a party to a civil proceeding resulting in a judgment, decree or final order enjoining such person from future violations of or prohibiting activities subject to federal or state securities laws or finding any violation of any such law by such person. 9 DIRECTORS OF CHANDIS SECURITIES COMPANY Gwendolyn Garland Babcock Principal Occupation and Residence Address: Private investor. 1575 Circle Drive, San Marino, California 91108 Bruce Chandler Principal Occupation and Residence Address: Private investor. 1600 South Bayfront, Balboa Island, California 92662 Camilla Chandler Frost Principal Occupation and Business Address: Secretary-Treasurer, Chandis Securities Company, 350 West Colorado Boulevard, Pasadena, California 91105 Douglas Goodan Principal Occupation and Residence Address: Private investor, 2550 Aberdeen Avenue, Los Angeles, California 90027 Harry C. Kirkpatrick Principal Occupation and Business Address: Rancher, 9641 Spring Valley Road, Marysville, California 95901. William Stinehart, Jr. Principal Occupation and Business Address: Attorney-at-Law and Partner in the law firm of Gibson, Dunn & Crutcher, 333 South Grand Avenue, Los Angeles, California 90071. Judy C. Webb Principal Occupation and Residence Address: Private investor, 19 Leeward Road, Belvedere, California 94920 Warren B. Williamson Principal Occupation and Business Address: Chairman and Chief Executive Officer, Chandis Securities Company, 350 West Colorado Boulevard, Pasadena, California 91105, administrator of the Chandler Trusts; and, Chairman of the Board of Trustees of the Chandler Trusts 10 OFFICERS OF CHANDIS SECURITIES COMPANY UNLESS OTHERWISE INDICATED, THE PRINCIPAL BUSINESS ADDRESS FOR EACH OF THE FOLLOWING INDIVIDUALS IS AS FOLLOWS: C/O CHANDIS SECURITIES COMPANY, 350 WEST COLORADO BOULEVARD, PASADENA, CALIFORNIA 91105 Warren B. Williamson Chairman of the Board Douglas Goodman Vice President Camilla Chandler Frost Secretary-Treasurer 11 TRUSTEES OF THE CHANDLER TRUSTS Gwendolyn Garland Babcock Principal Occupation and Residence Address: Private investor. 1575 Circle Drive, San Marino, California 91108 Bruce Chandler Principal Occupation and Residence Address: Private investor. 1600 South Bayfront, Balboa Island, California 92662 Camilla Chandler Frost Principal Occupation and Business Address: Secretary-Treasurer, Chandis Securities Company, 350 West Colorado Boulevard, Pasadena, California 91105 Douglas Goodan Principal Occupation and Residence Address: Private investor, 2550 Aberdeen Avenue, Los Angeles, California 90027 Judy C. Webb Principal Occupation and Residence Address: Private investor, 19 Leeward Road, Belvedere, California 94920 William Stinehart, Jr. Principal Occupation and Business Address: Attorney-at-Law and Partner in the law firm of Gibson, Dunn & Crutcher, 333 South Grand Avenue, Los Angeles, California 90071. Warren B. Williamson Principal Occupation and Business Address: Chair man and Chief Executive Officer, Chandis Securities Company, 350 West Colorado Boulevard, Pasadena, California 91105, administrator of the Chandler Trusts; and, Chairman of the Board of Trustees of the Chandler Trusts 12 THE TIMES MIRROR FOUNDATION The Times Mirror Foundation (the "Foundation") is a private, non-profit, philanthropic foundation. The business address for the Foundation is 220 West First Street, Los Angeles, California 90012. The principal occupations and the business or residence addresses of the directors and officers of the Foundation are shown below. Neither the Foundation nor any of its executive officers, directors or controlling persons has during the past five (5) years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding resulting in a judgment, decree or final order enjoining such person from future violations of or prohibiting activities subject to federal or state securities laws or finding any violation of any such law by such person. 1 DIRECTORS OF THE TIMES MIRROR FOUNDATION Horst A. Bergmann Principal Occupation and Business Address: Chairman, President and Chief Executive officer, Jeppesen Sanderson & Co., 55 Inverness Drive East, Englewood, Colorado 90112 C. Shelby Coffey, III Principal Occupation and Business Address: Editor and Executive Vice president, the LOS ANGELES TIMES, c/o The Times Mirror Company, 220 West First Street, Los Angeles, California 90012 Mary E. Junck Principal Occupation and Business Address: Publisher and Chief Executive Officer, The Baltimore Sun Company, 501 North Calvert Street, Baltimore, Maryland 21278 David Laventhol Principal Occupation and Business Address: Editor-at-Large, The Times Mirror Company, 220 West First Street, Los Angeles, California 90012 Stephen C. Meier Principal Occupation and Business Address: Vice President, Public and Government Affairs, The Times Mirror Company, 220 West First Street, Los Angeles, California 90012 Richard T. Schlosberg, III Principal Occupation and Business Address: Publisher and Chief Executive Officer, the LOS ANGELES TIMES; Executive Vice President, The Times Mirror Company, 220 West First Street, Los Angeles, California 90012 James R. Simpson Principal Occupation and Business Address: Senior Vice President, Human Resources, The Times Mirror Company, 220 West First Street, Los Angeles, California 90012 2 John Fox Sullivan Principal Occupation and Business Address: Publisher, President and Chief Executive Officer, THE NATIONAL JOURNAL E. Thomas Unterman Principal Occupation and Business Address: Senior Vice President and Chief Financial Officer, The Times Mirror Company, 220 West First Street, Los Angeles, California 90012 Mark H. Willes Principal Occupation and Business Address: Chairman, President and Chief Executive Officer, The Times Mirror Company, 220 West First Street, Los Angeles, California 90012 Donald F. Wright Principal Occupation and Business Address: Senior Vice President, The Times Mirror Company, 220 West First Street, Los Angeles, California 90012 3 OFFICERS OF THE TIMES MIRROR FOUNDATION UNLESS OTHERWISE INDICATED, THE PRINCIPAL BUSINESS ADDRESS FOR EACH OF THE FOLLOWING INDIVIDUALS IS AS FOLLOWS: C/O THE TIMES MIRROR FOUNDATION, 220 WEST FIRST STREET, LOS ANGELES, CALIFORNIA 90012. Mark H. Willes Chairman of the Board Richard T.Schlosberg III Vice Chairman Stephen C. Meier President and Chief Executive Officer Lisa Cleri Reale Vice President Steven J. Schoch Treasurer and Chief Financial Officer Kathleen G. McGuinness Secretary Paul J. Richardson Assistant Secretary 4
EXHIBIT 2 [Letterhead of The Times Mirror Company] January 30, 1997 Ardell Investment Company P.O. Box 1715 Newport Beach, California 92659 Ladies and Gentlemen: This letter shall constitute notice that, effective immediately: 1. The Times Mirror Company ("Times Mirror") and the Times Mirror Foundation (the "Foundation") are terminating the Memorandum of Understanding dated December 28, 1978 by and among Ardell Investment Company, Chandis Securities Company, M.H. Sherman Company, Times Mirror and the Foundation (the "Memorandum of Understanding"), including each of the powers-of-attorney created thereunder in favor of Times Mirror; 2. Times Mirror is terminating any other power-of-attorney that may have been executed by you in favor of Times Mirror in connection with (a) the Schedule 13D with respect to Tejon Ranch Co., filed on December 28, 1978, or any amendment thereto or (b) your beneficial ownership of shares of Common Stock, par value $1.00 per share, of Tejon Ranch Co. ("Common Stock"); and 3. Times Mirror and the Foundation are no longer acting together with Ardell Investment Company, M.H. Sherman Company, Sherman Foundation and Donald Haskell as a group with respect to the ownership of shares of Common Stock. Very truly yours, Kathleen G. McGuinness
EXHIBIT 3 [Letterhead of The Times Mirror Company] January 30, 1997 M.H. Sherman Company P.O. Box 1715 Newport Beach, California 92659 Ladies and Gentlemen: This letter shall constitute notice that, effective immediately: 1. The Times Mirror Company ("Times Mirror") and the Times Mirror Foundation (the "Foundation") are terminating the Memorandum of Understanding dated December 28, 1978 by and among Ardell Investment Company, Chandis Securities Company, M.H. Sherman Company, Times Mirror and the Foundation (the "Memorandum of Understanding"), including each of the powers-of-attorney created thereunder in favor of Times Mirror; 2. Times Mirror is terminating any other power-of-attorney that may have been executed by you in favor of Times Mirror in connection with (a) the Schedule 13D with respect to Tejon Ranch Co., filed on December 28, 1978, or any amendment thereto or (b) your beneficial ownership of shares of Common Stock, par value $1.00 per share, of Tejon Ranch Co. ("Common Stock"); and 3. Times Mirror and the Foundation are no longer acting together with Ardell Investment Company, M.H. Sherman Company, Sherman Foundation and Donald Haskell as a group with respect to the ownership of shares of Common Stock. Very truly yours, Kathleen G. McGuinness
EXHIBIT 4 [Letterhead of The Times Mirror Company] January 30, 1997 Sherman Foundation P.O. Box 1715 Newport Beach, California 92659 Ladies and Gentlemen: This letter shall constitute notice that, effective immediately: 1. The Times Mirror Company ("Times Mirror") and the Times Mirror Foundation (the "Foundation") are terminating the Memorandum of Understanding dated December 28, 1978 by and among Ardell Investment Company, Chandis Securities Company, M.H. Sherman Company, Times Mirror and the Foundation (the "Memorandum of Understanding"), including each of the powers-of-attorney created thereunder in favor of Times Mirror; 2. Times Mirror is terminating any other power-of-attorney that may have been executed by you in favor of Times Mirror in connection with (a) the Schedule 13D with respect to Tejon Ranch Co., filed on December 28, 1978, or any amendment thereto or (b) your beneficial ownership of shares of Common Stock, par value $1.00 per share, of Tejon Ranch Co. ("Common Stock"); and 3. Times Mirror and the Foundation are no longer acting together with Ardell Investment Company, M.H. Sherman Company, Sherman Foundation and Donald Haskell as a group with respect to the ownership of shares of Common Stock. Very truly yours, Kathleen G. McGuinness
EXHIBIT 5 [Letterhead of The Times Mirror Company] January 30, 1997 Donald Haskell P.O. Box 1715 Newport Beach, California 92659 Ladies and Gentlemen: This letter shall constitute notice that, effective immediately: 1. The Times Mirror Company ("Times Mirror") and the Times Mirror Foundation (the "Foundation") are terminating the Memorandum of Understanding dated December 28, 1978 by and among Ardell Investment Company, Chandis Securities Company, M.H. Sherman Company, Times Mirror and the Foundation (the "Memorandum of Understanding"), including each of the powers-of-attorney created thereunder in favor of Times Mirror; 2. Times Mirror is terminating any other power-of-attorney that may have been executed by you in favor of Times Mirror in connection with (a) the Schedule 13D with respect to Tejon Ranch Co., filed on December 28, 1978, or any amendment thereto or (b) your beneficial ownership of shares of Common Stock, par value $1.00 per share, of Tejon Ranch Co. ("Common Stock"); and 3. Times Mirror and the Foundation are no longer acting together with Ardell Investment Company, M.H. Sherman Company, Sherman Foundation and Donald Haskell as a group with respect to the ownership of shares of Common Stock. Very truly yours, Kathleen G. McGuinness