<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
TRIBUNE COMPANY
(Name of Issuer)
Common Stock (Without Par Value)
(Title of Class of Securities)
896047 10 7
(CUSIP Number)
Thomas E. Chomicz, Esq.
John P. Vail, Esq.
William T. McCormick, Esq.
Wilson & McIlvaine
500 West Madison Street, Suite 3700
Chicago, Illinois 60661
(312) 715-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 12, 1994
(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 box /___/.
Check the following box if a fee is being paid with this statement /___/. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Page 1 of 14 Pages
<PAGE> 2
CUSIP No. 896047 10 7 13D Page 2 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert R. McCormick Tribune Foundation
I.R.S. Identification No. 36-3689171
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS /__/
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER 7 SOLE VOTING POWER
OF 10,465,112
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,465,112
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,465,112
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5% (see Item 5)
14 TYPE OF REPORTING PERSON
CO
<PAGE> 3
Page 3 of 14 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to the Schedule 13D filed with the Securities and
Exchange Commission (the "Commission") by the Robert R. McCormick Tribune
Foundation (the "Foundation") on November 20, 1990 is being filed solely to
report a decrease in the Foundation's percentage ownership of shares of Tribune
Company's common stock by an amount in excess of 1.0% of the total number of
outstanding shares of such common stock since October 23, 1992, the date of the
Foundation's filing of Amendment No. 1 to the Schedule 13D. Such decrease is
attributable to a combination of (i) periodic grants of such common stock which
the Foundation has made in furtherance of its charitable purposes; and (ii)
increases in the total number of outstanding shares of such common stock which
have occurred from time to time.
Pursuant to Rule 101(a) of Regulation S-T adopted by the Commission,
as this Amendment No. 2 is the first electronic amendment to the original
Schedule 13D, this Amendment No. 2 restates the entire text of the original
Schedule 13D, as such Schedule 13D has been amended by Amendment No. 1 and this
Amendment No. 2. Pursuant to Rule 101(a) of Regulation S-T, the exhibit to the
original Schedule 13D is not restated herein.
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 to Schedule 13D relates to the common stock,
without par value ("Common Stock") of Tribune Company, a Delaware corporation
(the "Issuer"). The address of the principal executive offices of the Issuer
is 435 North Michigan Avenue, Chicago, Illinois 60611.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment No. 2 to Schedule 13D is being filed by Robert R.
McCormick Tribune Foundation, an Illinois not-for-profit corporation (the
"Foundation"). The Foundation is an organization described in Section
501(c)(3) of the Internal Revenue Code of 1986 (the "Code") and is classified
as a private foundation under Section 509(a) of the Code. The address of the
principal business and the principal office of the Foundation is Robert R.
McCormick Tribune Foundation, 435 North Michigan Avenue, Suite 770, Chicago,
Illinois 60611-4041.
The Foundation is an Illinois not-for-profit corporation incorporated
on December 4, 1989 exclusively for charitable, religious, literary, scientific
and educational purposes, including, for such purposes, but not limited to, the
making of distributions to organizations that qualify as exempt organizations
under Section 501(c)(3) of the Code. It was formed by the trustees of the
Robert R. McCormick Charitable Trust (the "Trust") created under the Last Will
and Testament of Robert R. McCormick dated December 18, 1954, as amended by
Codicil dated January 4, 1955 (the "Will"), pursuant to a plan to reorganize as
a not-for-profit corporation in order to take advantage of the flexibility and
efficiency of the corporate form and the relative clarity of the law applicable
to not-for-profit corporations. The trustees of the Trust were authorized and
permitted by provisions of the Will to
<PAGE> 4
Page 4 of 14 Pages
establish the Foundation. In addition, the Circuit Court of Cook County,
Illinois issued an order on September 4, 1990, with the concurrence of the
Illinois Attorney General, authorizing the trustees of the Trust to establish
the Foundation and to transfer to the Foundation all or any portion of the
corpus of the Trust, including the shares of Common Stock. A copy of the order
was included as Exhibit 1 to the Schedule 13D filed on November 20, 1990. On
November 12, 1990, the Trust transferred all of its assets, including
11,391,592 shares of Common Stock, to the Foundation as the successor to the
charitable operations of the Trust.
The name, residence or business address, present principal occupation
or employment (and the name, principal business and address of any other
organization in which such employment is conducted) and the citizenship of each
of the executive officers and directors of the Foundation are set forth in
Schedule A attached hereto.
During the last five years, neither the Foundation nor, to the best
knowledge of the Foundation, any of the executive officers or directors of the
Foundation, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The transfer by the Trust of all of its assets, including 11,391,592
shares of Common Stock, to the Foundation was in essence a gratuitous transfer
designed to more effectively carry out the charitable intent of the original
donor. The Foundation did not purchase the assets of the Trust but merely
accepted such assets to carry on the charitable activities previously conducted
by the Trust. As successor to the charitable activities of the Trust, the
Foundation assumed the liabilities and outstanding obligations of the Trust as
well.
ITEM 4. PURPOSE OF TRANSACTION.
As described in Item 2 above, the purpose for the transfer of all of
the assets of the Trust to the Foundation was to take advantage of the
flexibility and efficiency of the corporate form and the relative clarity of
the law applicable to not-for-profit corporations. The Foundation intends to
carry on the charitable activities previously carried on by the Trust.
With respect to the shares of Common Stock owned by the Foundation,
the Foundation will be engaged in a continuing evaluation of the Issuer's
financial condition, operations and prospects, other business and investment
opportunities, economic conditions and conditions in domestic and foreign
stock, money, exchange and other markets as well as the Foundation's financial
condition, operations and long and short term financial needs to carry out its
exempt purposes, including, but not limited to, meeting the Foundation's
<PAGE> 5
Page 5 of 14 Pages
mandatory distribution requirements under the Code. Based upon such evaluation
and the course of future developments, the Foundation reserves the right to
take such actions as it deems appropriate in light of the circumstances
existing at the time, including, without limitation, making additional
purchases of Common Stock or disposing of its shares of Common Stock in the
open market, block trades, privately negotiated transactions or otherwise.
On occasion the Trust had made grants of shares of Common Stock in
furtherance of its charitable purposes and the Foundation assumed the
outstanding grant commitments of the Trust. Although the Foundation does not
have any specific plan or proposal to make charitable grants of shares of
Common Stock, the Foundation reserves the right to do so in order to satisfy
grant commitments.
Other than as set forth above, the Foundation currently has no
specific plans or proposals that relate to or would result in any of the
matters described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
To the best knowledge of the Foundation, none of the executive
officers or directors of the Foundation has any specific plans or proposals
that relate to or would result in any of the matters described in paragraphs
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Foundation beneficially owns
10,465,112 shares of Common Stock, which represents approximately 15.5% of the
outstanding shares of Common Stock. This percentage is based upon an aggregate
of 67,367,779 shares of Common Stock being issued and outstanding as of April
29, 1994 according to the Form 10-Q filed by the Issuer with the Commission on
May 10, 1994 for the quarterly period ending March 27, 1994. It is the
foregoing percentage that is reported on the cover page of this Amendment No. 2
to Schedule 13D. However, based upon information obtained from the Issuer, the
Issuer also has 1,502,572 shares of Series B Convertible Preferred Stock,
without par value (the "Preferred Stock"), currently issued and outstanding.
The Preferred Stock is entitled to vote together as a class with the Common
Stock with regard to all matters submitted to a vote at a meeting of
shareholders, with each share of Common Stock being entitled to one vote and
each share of Preferred Stock being entitled to 4.58 votes. The Foundation's
percentage of the total votes eligible to be cast by holders of Common Stock
and Preferred Stock voting together as a class is 14.1%.
To the best knowledge of the Foundation, Schedule B attached hereto
and incorporated herein sets forth the number and percentage of shares of
Common Stock beneficially owned by each executive officer or director of the
Foundation.
(b) The Foundation has the sole power to vote and dispose of all
of the shares of Common Stock which it owns. See Schedule B for information
regarding voting power and investment power with respect to any shares of
Common Stock beneficially owned by any executive officer or director of the
Foundation. Except as set forth in Schedule B, to
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Page 6 of 14 Pages
the best knowledge of the Foundation, each such person has full voting and
investment power with respect to any shares of Common Stock indicated therein
as being owned by such person.
(c) The Foundation has not effected during the past 60 days any
transaction in any shares of Common Stock except for the following:
Charitable grants (no consideration) aggregating 2,859 shares
consummated as of April 13, 1994.
Charitable grants (no consideration) aggregating 5,911 shares
consummated as of May 12, 1994.
To the best knowledge of the Foundation, Schedule C attached hereto and
incorporated herein sets forth all transactions in shares of Common Stock
effected during the past 60 days by any executive officer or director of the
Foundation.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Foundation, its executive officers or directors
or, to the best knowledge of the Foundation, between such persons and any other
persons with respect to any securities of the Issuer of a nature required to be
disclosed by Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
There are no exhibits to this Amendment No. 2 to Schedule 13D.
<PAGE> 7
Page 7 of 14 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ROBERT R. McCORMICK TRIBUNE
FOUNDATION
May 20, 1994
By: Neal Creighton
President and Chief Executive Officer
<PAGE> 8
Page 8 of 14 Pages
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS
OF ROBERT R. McCORMICK TRIBUNE FOUNDATION
Set forth below are the name, residence or business address, present
principal occupation or employment, and the name, principal business and
address of any other organization in which such employment is conducted, of
each executive officer and director of the Foundation. Each person listed
below is a citizen of the United States.
<TABLE>
<S> <C>
Name and Residence Principal Occupation or Employment
- ------------------ ----------------------------------
Richard A. Behrenhausen Robert R. McCormick Tribune Foundation 1
27 W. 621 Swan Lake Drive Cantigny Foundation 2
Wheaton, Illinois 60187 Vice President and Chief Operating Officer
Charles T. Brumback Tribune Company 3
1500 North Lake Shore Drive Chairman, President and Chief Executive Officer
Chicago, Illinois 60610
Stanton R. Cook Self-employed consultant 4
224 Raleigh
Kenilworth, Illinois 60043
Neal Creighton Robert R. McCormick Tribune Foundation 1
1 S 151 Winfield Road Cantigny Foundation 2
Wheaton, Illinois 60187 President and Chief Executive Officer
James C. Dowdle Tribune Broadcasting Company 5
1040 Romona Road President and Chief Executive Officer
Wilmette, Illinois 60091
Jack Fuller Chicago Tribune Company 6
2525 Hartzell President and Chief Executive Officer
Evanston, Illinois 60201
J. Nicholas Goodban Robert R. McCormick Tribune Foundation 1
425 Prospect Vice President
Elmhurst, Illinois 60126
John W. Madigan Tribune Publishing Company 7
1160 Laurel Avenue President and Chief Executive Officer
Winnetka, Illinois 60093
</TABLE>
<PAGE> 9
Page 9 of 14 Pages
SCHEDULE A
CONTINUED
EXECUTIVE OFFICERS AND DIRECTORS
OF ROBERT R. McCORMICK TRIBUNE FOUNDATION
<TABLE>
<S> <C>
Louis J. Marsico, Jr. Robert R. McCormick Tribune Foundation 1
740 Longview Lane Cantigny Foundation 2
Palatine, Illinois 60067 Treasurer/Director of Finance
and Administration
- -----------------------------
</TABLE>
1 The address of the Robert R. McCormick Tribune Foundation is 435 North
Michigan Avenue, Suite 770, Chicago, Illinois 60611-4041.
2 The address of the Cantigny Foundation is 1 S 151 Winfield Road, Wheaton,
Illinois 60187.
3 The address of Tribune Company is 435 North Michigan Avenue, Chicago,
Illinois 60611.
4 Mr. Cook's business address is 435 North Michigan Avenue, Chicago, Illinois
60611.
5 A subsidiary of the Issuer. The address of Tribune Broadcasting Company is
435 North Michigan Avenue, Chicago, Illinois 60611.
6 A subsidiary of the Issuer. The address of Chicago Tribune Company is 435
North Michigan Avenue, Chicago, Illinois 60611.
7 A subsidiary of the Issuer. The address of Tribune Publishing Company is 435
North Michigan Avenue, Chicago, Illinois 60611.
<PAGE> 10
Page 10 of 14 Pages
SCHEDULE B
BENEFICIAL OWNERSHIP OF SHARES
OF COMMON STOCK BY EXECUTIVE OFFICERS
AND DIRECTORS OF THE FOUNDATION
<TABLE>
<CAPTION>
Aggregate
Number of
Shares of
Common
Stock Percent Sole Power Shared Power Sole Power Shared Power
Beneficially of to to to to
Name Owned(1) Class(2) Vote(3) Vote Dispose(3) Dispose
- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Behrenhausen 438 * 438 * 438 *
Charles T. Brumback 291,114(4) * 291,114 0 290,726 0
Stanton R. Cook 798,681(5) 1.2% 798,681 0 798,681 0
Neal Creighton 2,380 * 0 2,380 0 2,380
James C. Dowdle 237,581(6) * 237,581 0 237,193 0
Jack Fuller 50,936(7) * 50,936 0 50,615 0
J. Nicholas Goodban 300 * 300 0 300 0
John W. Madigan 404,847(8) * 384,227 20,620(9) 383,839 20,620(9)
Louis J. Marsico, Jr. 3 * 3 0 3 0
</TABLE>
__________________________________________________
* Less than 1%
(1) Each of Messrs. Brumback, Dowdle, Fuller and Madigan have been allocated
shares of Preferred Stock in their individual participant accounts in the
Tribune Company's Employee Stock Ownership Plan (ESOP). The number of shares
of Common Stock reported in this column as beneficially owned by such
individuals does not include shares of Common Stock to which their allocated
number of shares of Preferred Stock are convertible because such individuals do
not have the power to decide when or if to convert such shares to Common Stock.
The decision whether to convert the Preferred Stock is within the discretion of
The Northern Trust Company, as trustee of the ESOP.
(2) Based on 67,367,779 shares of Common Stock outstanding as of April 29, 1994
as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended
March 27, 1994. However, the Issuer has 1,502,572 shares of Preferred Stock
issued and outstanding which are entitled to vote as a class with the Common
Stock and cast 4.58 votes per share (an aggregate of 6,881,780 votes). Even if
the percentage in this column is calculated based upon the total votes eligible
to be cast by holders of Common Stock and Preferred Stock taken together, the
percentage of the total votes held by any executive officer or director, except
Mr. Cook, would still be less than 1%. Mr. Cook's percentage of the total
votes would be 1.1%.
(3) The number of shares shown in these columns includes the rights to acquire
shares pursuant to stock options which are included in the aggregate number of
shares beneficially owned by such executive officer or director.
<PAGE> 11
Page 11 of 14 Pages
SCHEDULE B
CONTINUED
BENEFICIAL OWNERSHIP OF SHARES
OF COMMON STOCK BY EXECUTIVE OFFICERS
AND DIRECTORS OF THE FOUNDATION
(4) Includes 7,120 shares of Common Stock in Mr. Brumback's account under
Tribune Company's Savings Incentive Plan and 388 shares of Common Stock
allocated to his individual participant account in the ESOP. Also includes
rights to acquire 135,507 shares of Common Stock pursuant to stock options
which are available for exercise prior to July 15, 1994. Excludes 468 shares
of Preferred Stock allocated to Mr. Brumback's individual participant account
in the ESOP and 1,075,200 shares of Common Stock owned by Cantigny Foundation,
an Illinois not-for-profit corporation ("Cantigny") of which Mr. Brumback is a
director.
(5) Includes rights to acquire 377,887 shares of Common Stock pursuant to stock
options which are available for exercise prior to July 15, 1994. Also includes
9,600 shares of Common Stock owned by a trust, of which Mr. Cook's wife is the
beneficiary and Mr. Cook is the trustee; however, pursuant to the authority of
Rule 13d-4, Mr. Cook expressly declares that the filing of this Amendment No. 2
to Schedule 13D shall not be construed as an admission that he is, for purposes
of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner
of the shares owned by the trust. Excludes 1,075,200 shares of Common Stock
owned by Cantigny of which Mr. Cook is a director.
(6) Includes 243 shares of Common Stock in Mr. Dowdle's account under Tribune
Company's Savings Incentive Plan and 388 shares of Common Stock allocated to
his individual participant account in the ESOP. Also includes rights to
acquire 116,320 shares of Common Stock pursuant to stock options which are
available for exercise prior to July 15, 1994. Excludes 468 shares of
Preferred Stock allocated to Mr. Dowdle's individual participant account in the
ESOP and 1,075,200 shares of Common Stock owned by Cantigny of which Mr. Dowdle
is a director.
(7) Includes 321 shares of Common Stock allocated to Mr. Fuller's individual
participant account in the ESOP. Also includes rights to acquire 48,500 shares
of Common Stock pursuant to stock options which are available for exercise
prior to July 15, 1994. Excludes 397 shares of Preferred Stock allocated to
Mr. Fuller's individual participant account in the ESOP and 1,075,200 shares of
Common Stock owned by Cantigny of which Mr. Fuller is a director.
(8) Includes 388 shares of Common Stock allocated to Mr. Madigan's individual
participant account in the ESOP. Also includes rights to acquire 135,691
shares of Common Stock pursuant to stock options which are available for
exercise prior to July 15, 1994. Excludes 468 shares of Preferred Stock
allocated to Mr. Madigan's individual participant account in the ESOP, 38,400
shares of Common Stock owned by Chicago Tribune Foundation, an Illinois
not-for-profit corporation, of which Mr. Madigan is a director and Chairman and
1,075,200 shares of Common Stock owned by Cantigny of which Mr. Madigan is a
director.
<PAGE> 12
Page 12 of 14 Pages
SCHEDULE B
CONTINUED
BENEFICIAL OWNERSHIP OF SHARES
OF COMMON STOCK BY EXECUTIVE OFFICERS
AND DIRECTORS OF THE FOUNDATION
(9) These shares are owned by Mr. Madigan's wife, Holly, and their two sons,
Mark W. Madigan and Griffith E. Madigan. However, pursuant to the authority of
Rule 13d-4, Mr. Madigan expressly declares that the filing of this Amendment
No. 2 to Schedule 13D shall not be construed as an admission that he is, for
purposes of Section 13(d) of the Securities Exchange Act of 1934, the
beneficial owner of the shares owned by his wife and sons. To the best of the
Foundation's knowledge, the information called for by Item 2 of this Schedule
13D with respect to Mrs. Madigan, Mark Madigan and Griffith Madigan is as
follows:
(a) Names - Holly W. Madigan, Mark W. Madigan and Griffith E. Madigan
(b) Addresses - Holly W.: 1160 Laurel Avenue, Winnetka, Illinois
60093 (Residence)
Mark W. : 123 North Wacker Drive, Chicago,
Illinois 60606 (Business)
Griffith E.: 13 Broadcast Plaza, S.W.,Albuquerque,
New Mexico 87104 (Business)
(c) Present Principal
Occupations - Holly W. - Homemaker
Mark W. - Casualty insurance salesman
Rollins Hudick Hall of Illinois
123 North Wacker Drive
Chicago, Illinois 60606
Griffith E. - Trainee
KRQE-TV
13 Broadcast Plaza, S.W.
Albuquerque, New Mexico 87104
(d) Criminal Convictions - No
(e) Civil Proceedings/Federal or State Securities Laws - No
(f) Citizenship - United States
<PAGE> 13
Page 13 of 14 Pages
SCHEDULE C
TRANSACTIONS IN SHARES
OF COMMON STOCK EFFECTED DURING THE
PAST 60 DAYS BY EXECUTIVE OFFICERS AND DIRECTORS
OF THE FOUNDATION
1. Mr. Behrenhausen purchased 13 shares of Common Stock on May 4, 1994 at
a purchase price of $61.54 per share (exclusive of brokerage
commissions and discounts). The transaction was effected as a
brokerage transaction through New York Stock Exchange composite
trading.
2. Mr. Brumback purchased a total of 146,642 shares of Common Stock on
April 28, 1994 through the exercise of stock options under the
Issuer's 1992 Long-Term Incentive Plan for the following numbers of
shares at the following purchase prices (exclusive of brokerage
commissions and discounts):
3,840 $38.625
40,000 $41.000
4,721 $42.875
12,607 $42.875
6,561 $47.625
3,280 $47,625
25,633 $47.625
50,000 $45.000
Mr. Brumback paid for such shares by relinquishing to the Issuer
116,819 shares of Common Stock valued at $63.125 per share (exclusive
of brokerage commissions and discounts) and he simultaneously received
replacement options for 113,122 shares of Common Stock exercisable at
$63.125 per share on or after April 28, 1995 through the expiration
date of the options which were exercised on April 28, 1994.
3. Mr. Creighton purchased 32.709 shares of Common Stock on April 14,
1994 at a purchase price of $61.15 per share (exclusive of brokerage
commissions and discounts). The transaction was effected as a
brokerage transaction through New York Stock Exchange composite
trading.
4. Mr. Creighton purchased 33.822 shares of Common Stock on May 12, 1994
at a purchase price of $59.13 per share (exclusive of brokerage
commissions and discounts). The transaction was effected as a
brokerage transaction through New York Stock Exchange composite
trading.
5. Mr. Dowdle purchased a total of 83,849 shares of Common Stock on May
3, 1994 through the exercise of stock options under the Issuer's 1992
Long-Term Incentive Plan for the following numbers of shares at the
following purchase prices (exclusive of brokerage commissions and
discounts):
<PAGE> 14
Page 14 of 14 Pages
SCHEDULE C
CONTINUED
TRANSACTIONS IN SHARES
OF COMMON STOCK EFFECTED DURING THE
PAST 60 DAYS BY EXECUTIVE OFFICERS AND DIRECTORS
OF THE FOUNDATION
4,800 $38.625
12,607 $42.875
15,146 $46.000
26,296 $46.000
25,000 $45.000
Mr. Dowdle paid for such shares by relinquishing to the Issuer 67,489
shares of Common Stock valued at $63.00 per share (exclusive of
brokerage commissions and discounts) and he simultaneously received
replacement options for 67,489 shares of Common Stock exercisable at
$63.00 per share on or after May 3, 1995 through the expiration date
of the options which were exercised on May 3, 1994.
6. Mr. Fuller sold 3,524 shares of Common Stock on March 31, 1994 at a
sale price of $59.31 per share (exclusive of brokerage commissions and
discounts) by way of a reallocation of his investment in the Issuer's
Savings Incentive Plan.
7. Mr. Madigan purchased a total of 111,844 shares of Common Stock on May
9, 1994 through the exercise of stock options under the Issuer's 1992
Long-Term Incentive Plan for the following numbers of shares at the
following purchase prices (exclusive of brokerage commissions and
discounts):
4,800 $38.625
50,489 $46.000
31,555 $46.000
25,000 $45.000
Mr. Madigan paid for such shares by relinquishing to the Issuer 93,651
shares of Common Stock valued at $59.875 per share (exclusive of
brokerage commissions and discounts) and he simultaneously received
replacement options for 93,651 shares of Common Stock exercisable at
$59.875 per share on or after May 9, 1995 through the expiration date
of the options which were exercised on May 9, 1994.
8. Messrs. Brumback, Dowdle and Fuller have purchased shares of Common
Stock through dividend reinvestments and investments from payroll
withholding during the last 60 days under the Issuer's Savings
Incentive Plan; however, the details regarding the number of shares
and the purchase price for such shares have not, as of this date, been
provided to these individuals by the Issuer.
