SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 25, 1994 Commission file number 1-8572
TRIBUNE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 36-1880355
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
435 North Michigan Avenue, Chicago, Illinois 60611
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 222-9100
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- ------------------------
Common Stock (without par value) New York Stock Exchange
Preferred Share Purchase Rights Chicago Stock Exchange
Pacific Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X. No .
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. X.
Aggregate market value of the Company's voting stock held by non-
affiliates on June 13, 1995, based upon the closing price of the Company's
Common Stock as reported on the New York Stock Exchange Composite
Transactions list for such date: approximately $3,868,841,000.
At June 13, 1995 there were 64,886,223 shares of the Company's Common
Stock outstanding.
The following documents are incorporated by reference, in part:
1994 Annual Report to Stockholders (Parts I and II, to the extent
described therein).
Definitive Proxy Statement for the May 2, 1995 Annual Meeting of
Stockholders (Part III, to the extent described therein).
<PAGE>
SIGNATURE
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
1994 as set forth in the pages attached hereto:
(a) Exhibit 99, Form 11-K financial statements relating to the Tribune
Company Savings Incentive Plan, is filed herewith.
(b) Exhibit 23.1, Consent of Independent Accountants, is filed
herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRIBUNE COMPANY
(Registrant)
Date: June 22, 1995 R. Mark Mallory
Vice President and Controller
(on behalf of the Registrant and as
chief accounting officer)
<PAGE>
EXHIBIT 99
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
FINANCIAL STATEMENTS FOR YEARS ENDED DECEMBER 31, 1994
AND DECEMBER 31, 1993
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and Administrator
of the Tribune Company Savings Incentive Plan
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Tribune Company Savings Incentive Plan (the Plan) at
December 31, 1994 and 1993, and the changes in net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for the opinion expressed above.
Price Waterhouse LLP
Chicago, Illinois
June 16, 1995
2
<PAGE>
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
---------------------
1994 1993
------ ------
<S> <C> <C>
Assets:
Investments, at fair value:
The Northern Trust Company Collective Short
Term Investment Fund, at cost which
approximates fair value (par $1) $62,268,896 $64,652,271
The Northern Trust Company Collective Stock
Index Fund; 1,640,316 units and 1,581,994
units, respectively (cost-$51,744,246 and
$47,321,045, respectively; net asset value
per unit-$38.54 and $38.06, respectively) 63,217,779 60,210,692
Tribune Company Common Stock; 1,120,264 shares
and 1,120,035 shares, respectively (cost-
$21,113,532 and $18,697,461, respectively;
share price - $54.75 and $60.125, respectively) 61,334,454 67,342,104
MFO Wellington Fund, Inc. $1 par open end fund;
1,905,343 units and 1,579,690 units,
respectively (cost-$37,223,234 and
$30,613,478, respectively; net asset value
per unit - $19.39 and $20.40, respectively) 36,944,598 32,225,675
Participant loans 98,513 82,636
Receivables:
Contributions from participants 1,069,145 1,001,983
Contributions from Tribune Company 177,881 168,270
Interest and dividends 292,569 170,732
------------ ------------
Net assets available for benefits $225,403,835 $225,854,363
============ ============
See notes to financial statements.
</TABLE>
3
<PAGE>
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1994 1993
------ ------
<S> <C> <C>
Interest $ 2,569,277 $ 2,173,165
Dividends 4,500,906 3,848,088
Net realized gain (loss) on sale of investments (128,856) 2,675,108
Change in unrealized appreciation
(depreciation) of investments (8,685,197) 16,902,619
------------ ------------
Net investment income (loss) (1,743,870) 25,598,980
Contributions from participants 12,594,559 10,541,469
Contributions from Tribune Company 1,950,958 1,795,505
Transfer of assets from other benefit plans 2,387,044 -
Distributions to participants or their
beneficiaries (15,555,585) (18,798,052)
Administrative fees (83,634) (168,127)
------------ ------------
Net increase (decrease) in net assets
available for benefits (450,528) 18,969,775
Net assets available for benefits:
Beginning of year 225,854,363 206,884,588
------------ ------------
End of year $225,403,835 $225,854,363
============ ============
See notes to financial statements.
</TABLE>
4
<PAGE>
TRIBUNE COMPANY SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - PLAN DESCRIPTION
- -------------------------
The Tribune Company Savings Incentive Plan (the "Plan") was established
effective April 1, 1985 by Tribune Company (the "Company"). The Plan is a
defined contribution plan covering eligible salaried and hourly employees of the
Company and participating subsidiaries. Separate benefit accounts are
maintained for each participant.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA). The Company believes that the Plan will continue without
interruption, but reserves the right to terminate the Plan at any time. In the
event of Plan termination, distributions will be made in accordance with the
provisions of ERISA.
The Plan was amended and restated effective January 1, 1989 (the "Restatement
Effective Date") to permit participants to direct the investment of their own
401(k) contributions in the common stock of the Company and to make legally
required and other Plan changes. On December 31, 1988 the Chicago Tribune
Salaried Employees' Profit Sharing Plan was frozen and in the first quarter of
1992, employee accounts under that plan were merged into the Plan. The
aggregate value of the assets transferred was $134,486,752. On July 28, 1993,
the Company acquired Contemporary Books, Inc. On January 6, 1994, the employee
accounts under the Contemporary Books, Inc. Profit Sharing Plan were merged into
the Plan. The aggregate value of the assets transferred, including participant
loans, was $2,387,044.
Each employee of the Company and its participating subsidiaries who was a
participant prior to the Restatement Effective Date continued to be a
participant thereafter, subject to the terms of the Plan. Other employees of
participating subsidiaries of the Plan are generally eligible to participate if
they are 21 years of age and have completed one year of service (generally
defined as 1,000 hours of service in one year), except for employees covered by
collective bargaining agreements which do not provide for their participation in
the Plan.
Contributions
- -------------
Participants employed by a participating employer of the Company may elect to
make before-tax ("salary reduction") contributions of 1% to 15% of their
compensation (as defined in the Plan) subject to Plan and Internal Revenue
Service limits.
The "Contributing Employers" will make a contribution to the Plan in an amount
equal to 25% of the portion of the salary reduction contribution made by each
participant not to exceed 4% of the participant's compensation for that period.
5
<PAGE>
Investments
- -----------
The Plan's investment assets are held by The Northern Trust Company, the Plan's
trustee (the "Trustee"). Separate Investment Funds are maintained under the
Plan. These Funds include:
(a) A Cash Fund which the Trustee invests in short-term cash equivalents or
similar type investments;
(b) A Diversified Stock Fund which the Trustee invests in common stocks in a
broadly diversified stock portfolio, the performance of which is
designed to closely track the return on the Standard & Poor's 500
Composite Stock Index;
(c) A Company Common Stock Fund which the Trustee invests in shares of the
common stock of the Company;
(d) A Balanced Fund, which the Trustee invests in Vanguard's MFO Wellington
Fund, Inc., a publicly traded mutual fund. The fund invests in common
stocks of large, established companies and high quality bonds and money
market securities.
Participants may elect to have all or a percentage (in 5% increments) of their
contributions and their share of Contributing Employers' contributions invested
in or transferred among one or more of the Investment Funds. However, in no
event may participants elect that more than 50% of their contributions or 50% of
their share of the employers' matching contributions be invested in the Company
Common Stock Fund. The Trustee's purchases of Company Common Stock are made in
the open market. Participants may change their investment options quarterly.
Effective January 1, 1995, the Plan added two investment funds, an International
Fund and a Bond Fund. The International Fund invests in common stocks of
non-U.S. based companies that exhibit above-average growth potential. The Bond
Fund is invested in Vanguard's Bond Index Fund-Total Bond Market Portfolio, a
publicly traded bond fund.
Vesting
- -------
Participants are, at all times, 100% vested in their salary reduction and
matching contribution accounts.
Distributions
- -------------
Distributions of account balances are generally made to participants in a lump
sum payment. An election may be made by participants to have payment deferred
until the end of the calendar year. In addition, participants whose employment
terminates due to retirement, disability or death may elect to receive their
vested account balances in substantially equal installments over a fixed period,
in lieu of a lump sum distribution. Distributions are made in cash, except that
participants may elect to receive the portion invested in the Company Common
Stock Fund in whole shares of Company Common Stock.
6
<PAGE>
Withdrawals
- -----------
As of any quarterly valuation date, participants who are totally and permanently
disabled may elect to withdraw their account balances through written notice to
the Administrative Committee. Also, participants who have attained age 59 1/2
may elect to withdraw their balances by written notice to the Administrative
Committee, but upon doing so will cease to be eligible to make salary reduction
contributions for one year.
Participants may make withdrawals of any part or all of the balance in their
salary reduction contribution accounts, prior to termination, in order for the
participant to meet an immediate and significant financial need as determined by
the Administrative Committee in conjunction with the types of hardships for
which a withdrawal would be permitted by Internal Revenue Service regulations.
Only one hardship withdrawal may be made by a participant during any plan year.
Participants who make hardship withdrawals will cease to be eligible to make
salary reduction contributions for one year.
Participant loans
- -----------------
Prior to the Restatement Effective Date, the Plan permitted loans of limited
amounts to participants subject to specific loan terms. As of the Restatement
Effective Date, no new loans to participants can be approved, but repayment of
prior loans continues. Participant loan activity is disclosed within the Cash
Fund balances in Notes 4 and 5.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------
Basis of accounting
- -------------------
The financial statements of the Plan are presented on the accrual basis of
accounting.
Valuation of investments
- ------------------------
Investments are stated at fair value. The fair value of the shares of the units
of the Trustee's Cash Fund and Diversified Stock Fund are based on the quoted
market and redemption values as determined by the Trustee on the last business
day of the Plan year. The fair value of the shares of the Company's common
stock and the units of the Balanced Fund are based on quoted market values on
the last business day of the Plan year. The cost of investments sold is based
on the weighted average method.
Gains and losses are reported under the current value method which calculates
realized gains and losses on investments sold as sales proceeds less the current
value as of the beginning of the year (or acquisition cost if acquired during
7
<PAGE>
the year). Unrealized gains and losses are calculated as the current value of
investments held at the end of the year less their current value as of the
beginning of the year (or acquisition cost if acquired during the year).
Distributions
- -------------
Distributions are recorded when paid. Amounts allocated to withdrawing
participants are recorded on Form 5500 for benefit claims that have been
processed and approved for payment prior to December 31 but not yet paid as of
that date. Distributions payable to participants at December 31, 1994 and 1993
were $7,553,537 and $5,678,631, respectively.
Expenses of the plan
- --------------------
The Company generally pays the costs of administering the Plan and Trust, except
that certain expenses described in the Trust Agreement are paid out of Plan
assets and are charged to the appropriate Investment Fund.
NOTE 3 - INCOME TAX STATUS
- --------------------------
The Internal Revenue Service has determined and informed the Company by letter
dated June 15, 1987, that the Plan and related trust are designed in accordance
with applicable sections of the Internal Revenue Code (IRC). The Plan has been
amended since receiving the determination letter. However, the Plan
administrator and the Company's legal counsel with respect to Plan matters
believe that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC.
Lump Sum Distributions
- ----------------------
Lump sum distributions from the Plan may be taxed at ordinary income or, in
special circumstances, long-term capital gain rates under lump sum distribution
rules on the excess of the value of the assets received from the accounts over
the participants' total after-tax contributions, if any. In general, a lump sum
distribution is payment of a participant's entire account balance under the Plan
within one taxable year. Participants who have attained age 59 1/2 are
permitted to make a one-time election to use five-year averaging with respect to
a single lump sum distribution. A tax law transition rule allows participants
who have attained the age 50 by January 1, 1986 to elect to use five-year
averaging under new tax rates or ten-year averaging under old tax rates with
respect to a single lump sum distribution. If any lump sum distribution
includes common stock of the Company, the recipient's taxable income does not
include any net unrealized appreciation of the employer's securities, defined by
the increase in value of the stock over the amount paid by the Trustee. Such
increase is not taxed until the stock is sold. A participant may elect not to
have this rule apply.
8
<PAGE>
Installment Distributions
- -------------------------
If participants elect to receive their accounts in substantially equal annual
installments (as a result of termination due to retirement, disability or
death), the distributions will be subject to tax at ordinary income rates,
except as to any portion attributable to participants' after-tax contributions.
Withdrawals During Service Period
- ---------------------------------
Participants' withdrawals from their Plan accounts while employed are taxed at
ordinary income rates on the excess of the value of the assets received over
their after-tax contributions, if any, not recovered by previous withdrawals or
distributions. In addition, the taxable portion of the withdrawal may be
subject to an additional 10% excise tax if the withdrawal is made before the
participant attains age 59 1/2.
Rollovers
- ---------
Participants can avoid current taxation on the taxable portion of a lump sum
distribution to the extent such amounts are rolled over into an IRA or other
qualified plan. Any distribution received directly by an employee will be
subject to withholding tax. The withholding tax may be avoided by having the
distribution made directly into an IRA or other qualified plan. If any portion
of a lump sum distribution is rolled over, the remaining portion is not eligible
for the long-term capital gain and special ten-year or five-year averaging
treatment described above. Amounts distributed from an IRA will be taxed at
ordinary income tax rates when distributed by the IRA.
9
<PAGE>
NOTE 4 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND
- ----------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1994
Tribune
Company
Diversified Common
Cash Stock Stock Balanced
Total Fund Fund Fund Fund
----------- ----------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
The Northern Trust Company
Collective Short Term
Investment Fund $62,268,896 $62,209,192 $ 20,484 $ 27,332 $ 11,888
The Northern Trust Company
Collective Stock Index
Fund 63,217,779 - 63,217,779 - -
Tribune Company Common
Stock 61,334,454 - - 61,334,454 -
MFO Wellington Fund, Inc. 36,944,598 - - - 36,944,598
Participant loans 98,513 98,513 - - -
Receivables:
Contributions from
participants 1,069,145 229,361 388,141 188,890 262,753
Contributions from
Tribune Company 177,881 39,237 64,051 32,557 42,036
Interest and dividends 292,569 291,323 571 594 81
------------ ----------- ----------- ----------- -----------
Net assets available for
benefits $225,403,835 $62,867,626 $63,691,026 $61,583,827 $37,261,356
============ =========== =========== =========== ===========
</TABLE>
10
<PAGE>
NOTE 4 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND (Continued)
- ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1993
Tribune
Company
Diversified Common
Cash Stock Stock Balanced
Total Fund Fund Fund Fund
----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
The Northern Trust Company
Collective Short Term
Investment Fund $ 64,652,271 $64,037,996 $ 364,732 $ 173,779 $ 75,764
The Northern Trust Company
Collective Stock Index
Fund 60,210,692 - 60,210,692 - -
Tribune Company Common
Stock 67,342,104 - - 67,342,104 -
MFO Wellington Fund, Inc. 32,225,675 - - - 32,225,675
Participant loans 82,636 82,636 - - -
Receivables:
Contributions from
participants 1,001,983 243,330 366,340 168,737 223,576
Contributions from
Tribune Company 168,270 42,608 60,626 29,394 35,642
Interest and dividends 170,732 169,711 423 377 221
------------ ----------- ------------ ------------ -----------
Net assets available for
benefits $225,854,363 $64,576,281 $61,002,813 $67,714,391 $32,560,878
============ =========== ============ ============ ===========
</TABLE>
11
<PAGE>
NOTE 5 - ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended December 31, 1994
Tribune
Company
Diversified Common
Cash Stock Stock Balanced
Total Fund Fund Fund Fund
------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Interest $ 2,569,277 $ 2,538,384 $ 12,949 $ 7,459 $ 10,485
Dividends 4,500,906 - 1,736,723 1,154,413 1,609,770
Net realized gain (loss) on sale
of investments (128,856) - (27,810) (146,979) 45,933
Change in unrealized depreciation
of investments (8,685,197) - (949,614) (5,889,385) (1,846,198)
------------ ----------- ----------- ----------- -----------
Net investment income (loss) (1,743,870) 2,538,384 772,248 (4,874,492) (180,010)
Contributions from participants 12,594,559 2,619,534 4,617,451 2,146,958 3,210,616
Contributions from Tribune Company 1,950,958 428,631 718,501 345,173 458,653
Transfer of assets from
other benefit plans 2,387,044 822,508 478,564 115,039 970,933
Interfund transfers - 6,968,735 (4,007,137) (3,205,071) 243,473
Distributions to participants
or their beneficiaries (15,555,585) (15,070,497) 153,806 (638,894) -
Administrative fees (83,634) (15,950) (45,220) (19,277) (3,187)
----------- ----------- ----------- ----------- ----------
Net increase (decrease) in net
assets available for benefits (450,528) (1,708,655) 2,688,213 (6,130,564) 4,700,478
Net assets available for benefits:
Beginning of year 225,854,363 64,576,281 61,002,813 67,714,391 32,560,878
------------ ----------- ----------- ----------- -----------
End of year $225,403,835 $62,867,626 $63,691,026 $61,583,827 $37,261,356
============ =========== =========== =========== ===========
</TABLE>
12
<PAGE>
NOTE 5 - ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
- ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended December 31, 1993
Tribune
Company
Diversified Common
Cash Stock Stock Balanced
Total Fund Fund Fund Fund
-------- -------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Interest $ 2,173,165 $ 2,157,885 $ 8,607 $ 3,434 $ 3,239
Dividends 3,848,088 - 1,569,675 1,071,779 1,206,634
Net realized gain on sale
of investments 2,675,108 - 98,895 1,997,556 578,657
Change in unrealized appreciation
of investments 16,902,619 - 3,779,278 11,808,909 1,314,432
----------- ----------- ----------- ----------- -----------
Net investment income 25,598,980 2,157,885 5,456,455 14,881,678 3,102,962
Contributions from participants 10,541,469 2,790,275 3,881,582 1,715,294 2,154,318
Contributions from Tribune Company 1,795,505 488,119 653,365 306,632 347,389
Interfund transfers - (3,724,016) (3,125,736) (3,350,061) 10,199,813
Distributions to participants
or their beneficiaries (18,798,052) (15,481,520) - (3,316,532) -
Administrative fees (168,127) (84,492) (56,975) (23,660) (3,000)
----------- ---------- ----------- ---------- ----------
Net increase (decrease) in net
assets available for benefits 18,969,775 (13,853,749) 6,808,691 10,213,351 15,801,482
Net assets available for benefits:
Beginning of year 206,884,588 78,430,030 54,194,122 57,501,040 16,759,396
------------ ----------- ----------- ----------- -----------
End of year $225,854,363 $64,576,281 $61,002,813 $67,714,391 $32,560,878
============ =========== =========== =========== ===========
</TABLE>
13
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (File No. 33-45793)
and in the Registration Statements on Form S-8 (File Nos. 2-90727, 33-21853,
33-26239, 33-47547 and 33-59233) of Tribune Company of our report dated
June 16, 1995 appearing on page 2 of Exhibit 99 to Tribune Company's Form 10-K,
filed with this Form 10-K/A.
PRICE WATERHOUSE LLP
Chicago, Illinois
June 20, 1995
<PAGE>
