Across the Nation

L.A. Times agrees to Tribune merger

LOS ANGELES - Times Mirror Co., parent company of the Los Angeles Times, has agreed to be taken over by Tribune Co., owner of the Chicago Tribune and more than two dozen other media properties .

The $6.38 billion transaction would create the nation's third-largest newspaper company and end more than 100 years of local ownership of The Times by the Otis and Chandler families.

It would leave The Times - long the dominant news medium in California - as a wholly owned subsidiary of the Chicago-based Tribune Co. and make Los Angeles the largest city in the country without a locally owned metropolitan daily. The deal would also effectively mark the demise of Times Mirror at a time of increasing, large-scale media consolidation, marked most dramatically by the pending $163 billion merger announced two months ago by Time Warner and America Online.

The loss of Times Mirror would leave Atlantic Richfield Co. as the only remaining Fortune 500 company based in downtown Los Angeles, and Arco won't be an independent company if it is acquired by BP Amoco under a proposed deal awaiting antitrust approval.

Under the terms of the Times Mirror-Tribune deal, Times Mirror shareholders will have a choice of taking $95 per share from Tribune Co. or exchanging each of their Times Mirror shares for 2.5 shares of Tribune Co. stock (which represents about $93).

In either case, the offer represents a premium of almost double Friday's closing price of $47.94 for Times Mirror stock. That offer would be good for up to 28 million of Times Mirror Class A shares, which represent nearly 42 percent of the outstanding Class A and Class C shares. If the tender offer is fully subscribed, Tribune Co. will pay out $2.66 billion in cash. Tribune Co. also will assume $1.4 billion in Times Mirror debt.

The premium is one of the highest ever paid for a publicly traded company. Because the deal - which was approved late Sunday night by the Times Mirror board of directors - did not involve competitive bidding, it includes a mechanism under which other

bidders would have 20 calendar days to top Tribune Co.'s offer.

Although the Tribune-Times Mirror deal must still be approved by shareholders, the Chandler family initiated the negotiations and owns 66 percent of the voting shares, which they've pledged to vote in favor of the deal.

Federal regulatory agencies also will review the terms of the transaction, but Mark Willes, chairman and CEO of Times Mirror, said late Sunday night that since the two companies do not directly compete in any market, he would be "astounded" if the government raised any objections.

Willes said he first learned of the negotiations less than two weeks ago and was "totally surprised" since he was "under the impression that under the terms of the Chandler family trust, the paper could not be sold or merged." Negotiators worked around that concern by giving the Chandler family four seats on an expanded, 16-member Tribune Co. board and by giving them 40 percent of the membership of a new Los Angeles Times board.

Although they will not have control of that board - or of daily operation of The Times - they will have certain "special rights," including a direct involvement in the selection of the publisher of The Times.

Study questions role of estrogen on heart

ANAHEIM, Calif. - Challenging a medical doctrine that has stood for two decades, a study found no evidence that estrogen supplements protect older women from heart disease.

The findings are likely to confuse doctors and patients alike about the already complicated decision of whether to take estrogen for many years after menopause. Estrogen has both benefits and risks, including an increased chance of breast cancer.

The latest research, released yesterday, is the second major study to question the doctrine that hormone replacement is a powerful way to ward off heart disease.

the leading killer of older women.

That belief has been a centerpiece of women's health care since the 1980s and has helped make the estrogen pill Premarin the most widely prescribed medicine in the United States.

Many doctors think estrogen helps the heart largely because it seems to improve cholesterol levels after women go through menopause. The pills lower total cholesterol and "bad" cholesterol, while raising "good" cholesterol. Doctors assume these changes translate into less heart disease, even though no experiments definitively prove this.

The first to put the idea to the test was the landmark Heart and Estrogen-progestin Replacement Study - HERS - finished two years ago. Its conclusion shocked doctors: Four years of treatment with combination estrogen and progestin pills failed to lower the risk of new heart attacks in women who already had heart disease.

While some physicians immediately stopped putting their elderly heart patients on long-term hormone replacement, many others have simply refused to believe the results.

The latest report backs up HERS' disturbing conclusion. It studied post-menopausal women with heart disease to see if hormone replacement slows the buildup of fatty deposits in their heart arteries, the major underlying cause of heart attacks. It, too, found no benefit from hormones.

"These results are indeed somewhat surprising in view of the large body of evidence indicating that estrogen does have a favorable effect on cholesterol and heart disease," said the study's director, Dr. David Herrington of Wake Forest University Baptist Medical Center in Winston-Salem, N.C.

"We can't say for certain there is no benefit, but we can rule out a large effect," he said. Herrington presented the results in Anaheim at the annual scientific meeting of the American College of Cardiology.