SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 25, 1994
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Date of Report
TRIBUNE COMPANY
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-8572 36-1880355
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(Commission File Number) (IRS Employer Identification No.)
435 North Michigan Avenue, Chicago, Illinois 60611
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 222-9100
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ITEM 5. OTHER EVENTS
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On March 23, 1994, Tribune Company announced that it agreed to sell 5.5
million shares of QUNO Corporation common stock at C$24.75 per share for
gross proceeds of approximately C$136 million or US$100 million. The
transaction is scheduled to close in mid-April. Wood Gundy Inc. leads the
syndicate of underwriters that agreed to purchase the shares and will be
offering the shares to the public. With this sale, Tribune will reduce its
equity interest in QUNO's common shares from 59% to 34%. QUNO is one of
Canada's major newsprint producers. The Company retains ownership of 7.5
million shares of QUNO's total 22 million shares outstanding. Tribune
also holds a US$138.8 million subordinated debenture, convertible into 11.7
million voting common shares of QUNO.
Tribune expects to record a gain on the transaction in the second quarter
of 1994. The amount of the gain will depend in part on the Canadian dollar
exchange rate at the date of closing, expected to occur in mid-April. Based
on a Canadian dollar exchange rate of $.7343, the after-tax gain would be
approximately $11-12 million, or $.17-.19 per share on a primary basis.
On February 17, 1993, QUNO completed an initial public offering of 9
million shares of its common stock at a price to the public of C$15.00 per
common share. At the conclusion of the offering, Tribune held 8.8 million,
or 49%, of the voting common shares and 4.2 million non-voting common shares,
for a combined total of 59% of QUNO's total 22 million outstanding common
shares. As Tribune's voting interest was less than 50% after the initial
public offering, Tribune used the equity method of accounting for its
investment in QUNO beginning in 1993.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(c) Exhibits
(i) Press Release issued by Tribune Company on March 23, 1994.
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SIGNATURES
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.
TRIBUNE COMPANY
By R. Mark Mallory
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R. Mark Mallory, Vice President and
Controller
March 25, 1994
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(i) Press Release issued by Tribune Company on March 23, 1994.
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Exhibit i
TRIBUNE
TRIBUNE WILL SELL 5 1/2 MILLION SHARES OF QUNO COMMON STOCK FOR C$136 MILLION
(APPROXIMATELY US$100 MILLION)
CHICAGO, Wed., Mar. 23, 1994 -- Tribune Company will further reduce its
holdings in QUNO Corporation, one of Canada's major producers of newsprint,
by agreeing today to sell 5 1/2 million shares of common stock at C$24.75 per
share for gross proceeds of approximately C$136 million (US$100 million).
The transaction is scheduled to close in two to three weeks.
With this sale, Tribune will reduce its equity interest in QUNO from 59
percent to 34 percent and on a fully diluted basis from 73 percent to 57
percent.
In February 1993, QUNO Corporation, a former wholly owned subsidiary of
Tribune, completed its initial public offering in Canada of 9 million common
shares at C$15 per share. That offering represented 51 percent of the voting
common equity shares and 27 percent of the equity of QUNO on a fully diluted
basis.
As a result of the sale, Tribune will hold 7.5 million of the 22 million
common shares outstanding. Tribune also holds a US$138.8 million
subordinated debenture, convertible into 11.7 million voting common shares
of QUNO.
QUNO operates two paper mills, one at Thorold, Ontario, and the other at
Baie-Comeau, Quebec. QUNO's sales are to newspaper publishers and commercial
printers primarily in the United States and Canada. QUNO also owns and
operates a sawmill at Baie-Comeau and recycling operations in Toronto, and
owns a 60 percent interest in a hydroelectric generating station at
Baie-Comeau. QUNO employs approximately 2,500 people.
Wood Gundy Inc. leads the syndicate of underwriters that agreed to purchase
the shares and will be offering the shares to the public.
Tribune is a leading information and entertainment company. Tribune
publishes six daily newspapers, operates seven television and six radio
stations, produces and syndicates information and programming, publishes
books and information in print and digital formats, and has the ownership
interest in QUNO.
MEDIA AND INVESTOR CONTACTS:
Tribune Company QUNO Corporation
Joseph A. Hays Garry W. Smith
Office: 312/222-3237 Office: 905/641-4378
