TRIBUNE CO
8-K, 1996-03-15
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
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                       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 15, 1996
                                 Date of Report





                                 TRIBUNE COMPANY
             (Exact name of registrant as specified in its charter)



                                    Delaware
                 (State or other jurisdiction of incorporation)



            1-8572                                        36-1880355
(Commission File Number)                       (IRS Employer 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




<PAGE>



Item 2.           Acquisition or Disposition of Assets

         On March 1, 1996, Tribune Company (the "Company" or "Tribune")
completed the sale of its holdings in QUNO Corporation, a Canadian newsprint
company, as part of QUNO's merger with Donohue Inc. The Company owned
approximately 34% of QUNO's common stock plus $138.8 million in QUNO convertible
debt. Tribune's investment in QUNO was accounted for as a discontinued operation
in the Company's 1995 consolidated financial statements. The Company's gross
proceeds from the sale were approximately $427 million, consisting of $284
million in cash, $74 million in short-term notes and $69 million in Donohue
common stock. Tribune sold the notes and common stock for cash shortly after the
transaction. The proceeds were used to pay down debt and to fund 1996
acquisitions. The after-tax proceeds from the sale will be approximately $331
million. Tribune will record an after-tax gain on the sale of the discontinued
operations of QUNO of approximately $89 million, or $1.45 per share on a primary
basis, in the first quarter of 1996.

Item 5.           Other Events

         On March 11, 1996, the Company completed the acquisition of two
education publishers-- Educational Publishing Corporation for $200 million in
cash and NTC Publishing Group for $82 million in cash. Educational Publishing is
a developer, publisher and marketer of supplemental education and innovative
curriculum materials for early childhood through high school. NTC is a publisher
of educationally oriented materials for the school and consumer markets.

Item 7.           Financial Statements and Exhibits

(b)      Pro forma financial information

         This report includes an unaudited pro forma condensed consolidated
         balance sheet as of December 31, 1995 and an unaudited pro forma
         condensed consolidated income statement for the fiscal year ended
         December 31, 1995, giving pro forma effect to the disposition and
         acquisitions described above, as well as other completed or pending
         acquisitions and dispositions.


(c)      Exhibits
         99.1     Press release issued by Tribune Company on February 29, 1996.

         99.2     Press release issued by Tribune Company on March 11, 1996.

                                        1

<PAGE>



                                   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 /s/ R. Mark Mallory
                                   -------------------
                                   R. Mark Mallory
                                   Vice President and Controller


March 15, 1996

                                        2

<PAGE>



                                 TRIBUNE COMPANY
         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                              INTRODUCTORY COMMENTS

         The unaudited pro forma condensed consolidated financial statements
presented herein show the effects of the March 1, 1996, sale of the Company's
holdings of QUNO Corporation ("QUNO"), a Canadian newsprint company, as part of
QUNO's merger with Donohue Inc. The Company owned approximately 34%
of QUNO's common stock plus $138.8 million in QUNO convertible debt. Tribune's
investment in QUNO was accounted for as a discontinued operation in the
Company's 1995 consolidated financial statements. The Company's gross proceeds
from the sale were approximately $427 million, consisting of $284 million in
cash, $74 million in short-term notes and $69 million in Donohue common stock.
Tribune sold the notes and common stock for cash shortly after the transaction.
The proceeds were used to pay down debt and to fund 1996 acquisitions. The
after-tax proceeds from the sale will be approximately $331 million. Tribune
will record an after-tax gain on the sale of the discontinued operations of QUNO
of approximately $89 million, or $1.45 per share on a primary basis, in the
first quarter of 1996.

         The 1995 pro forma condensed consolidated financial statements also
include the effects of five completed or pending acquisitions. These include the
acquisition of Houston television station KHTV in January 1996 for approximately
$102 million in cash, the acquisition of the remaining minority interest in
television station WPHL in February 1996 for approximately $23 million in cash,
the acquisition of two education publishers in March 1996-- Educational
Publishing Corporation (EPC) for $200 million in cash and NTC Publishing Group
(NTC) for $82 million in cash, and the pending acquisition of San Diego
television station KTTY for $70.5 million in cash. The KTTY acquisition is
subject to regulatory approval and is expected to close in April 1996. Further,
the 1995 condensed consolidated statement of income includes the pro forma
effects of the 1995 acquisitions of Jamestown Publishers-acquired in May for
approximately $6 million in cash and Everyday Learning-acquired in August for
approximately $25 million in cash; the 1995 dispositions of Times Advocate
Company-sold in July for $16 million in cash and Compton's NewMedia-sold in
December for a 16% interest in SoftKey International Inc. (see note 3 to the
Company's audited 1995 consolidated financial statements for a full discussion 
of this transaction); and various 1995 equity investments, including Qwest
Broadcasting LLC (33%) and The Warner Bros. Television Network (11.125%). All of
these acquisitions were accounted for as purchases.

         The pro forma information is based on historical financial statements
of the Company after adjusting for the transactions and assumptions as set forth
in the accompanying notes to the pro forma statements. The pro forma condensed
consolidated balance sheet assumes the transactions occurred at December 31,
1995, and the pro forma 1995 condensed consolidated income statement assumes all
of the transactions occurred at the beginning of the fiscal year, December 26,
1994. The unaudited pro forma condensed consolidated statement of income only
includes income from continuing operations. As QUNO was accounted for as a
discontinued operation in Tribune's 1995 consolidated financial statements, all
income from QUNO, including the interest income on the convertible debenture,
was reflected as income from discontinued operations of QUNO and reported as a
separate amount in the consolidated statement of income. Therefore, the pro
forma adjustments for QUNO include only pro forma interest expense adjustment
for the proceeds received, and the related tax effect.


                                        3

<PAGE>





         The pro forma condensed consolidated financial statements may not be
indicative of the results that would have occurred if the transactions had been
in effect as of the respective dates of the pro forma condensed consolidated
financial statements, or results which may be attained in the future. The
purchase accounting adjustments reflected in these pro forma condensed
consolidated financial statements are preliminary and may change as more facts
become known. The unaudited pro forma statements do not reflect any synergies
anticipated by the Company as a result of the acquisitions. The pro forma
condensed consolidated statements should be read in association with the audited
1995 consolidated financial statements of the Company, which were filed in a
Form 8-K report dated March 12, 1996.


                                        4

<PAGE>


                        TRIBUNE COMPANY AND SUBSIDIARIES
                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 1995
                                   (UNAUDITED)
<TABLE>
<CAPTION>

(In thousands of dollars)
                                                 1995          (1)            (2)                  (3)                      1995
                                                Tribune      Sale of                       Pro Forma Adjustments           Tribune
Assets                                         Historical     QUNO        Acquisitions     QUNO     Acquisitions          Pro Forma
- ------------------------------------------------------------------------------------------------------------------------------------

<S>           <C>                              <C>          <C>               <C>        <C>           <C>               <C>

Current       Cash and short-term investments  $   22,899   $                 $  5,523   $             $                 $   28,422
Assets        Accounts receivable                 296,363                       24,321                                      320,684
              Inventories                          45,348                       27,471                                       72,819
              Broadcast rights                    163,339                       14,178                     (3,576) (a)      173,941
              Prepaid expenses and other           17,651                        3,493                                       21,144
              ----------------------------------------------------------------------------------------------------------------------
              Total current assets                545,600                       74,986                     (3,576)          617,010
- ------------------------------------------------------------------------------------------------------------------------------------

Investment in and Advances to QUNO                356,925     (356,925)                                                           -
- ------------------------------------------------------------------------------------------------------------------------------------


Properties    Net properties                      640,746                       11,170                                      651,916
- ------------------------------------------------------------------------------------------------------------------------------------

Other         Broadcast rights                    194,038                       23,290                    (10,345) (a)      206,983
Assets        Intangible assets                   795,856                        1,020                    446,894  (b)    1,243,770
              Investments                         549,735                            0                                      549,735
              Other assets                        205,355                        5,739                                      211,094
              ----------------------------------------------------------------------------------------------------------------------
              Total other assets                1,744,984                       30,049                    436,549         2,211,582
              ----------------------------------------------------------------------------------------------------------------------

              Total assets                     $3,288,255   $ (356,925)     $  116,205   $             $  432,973       $ 3,480,508
              ======================================================================================================================

</TABLE>




<TABLE>
<CAPTION>



                                                  1995          (1)           (2)                 (3)                       1995
                                                 Tribune      Sale of                       Pro Forma Adjustments          Tribune
Liabilites and Shareholders' Equity             Historical     QUNO        Acquisitions     QUNO     Acquisitions         Pro Forma
- ------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                               <C>          <C>            <C>          <C>          <C>                 <C>

Current       Long-term debt due
Liabilities     within one year                 $   28,665   $              $   10,499   $            $ (10,499) (c)      $  28,665
              Accounts payable                     112,357                       7,467                   (4,073) (d)        115,751
              Contracts payable for
                broadcast rights                   164,443                       8,748                                      173,191
              Other current liabilities            251,688                      10,989      95,709 (e)   (4,174) (f)        354,212
              ----------------------------------------------------------------------------------------------------------------------
              Total current liabilities            557,153                      37,703      95,709      (18,746)            671,819
- ------------------------------------------------------------------------------------------------------------------------------------

Long-Term Debt (less portions due
                within one year)                   757,437                      40,652    (426,567)(g)  502,468  (h)        833,338
                                                                                                        (40,652) (c)
- ------------------------------------------------------------------------------------------------------------------------------------

Other         Deferred income taxes                223,756      (59,792)          (564)                  16,675  (i)        180,075
Non-Current   Contracts payable for
Liabilities     broadcast rights                   225,771                      12,934                                      238,705
              Compensation and other obligations   144,229                       5,552                   (5,552) (f)        142,937
                                                                                                         (1,292) (j)
              ----------------------------------------------------------------------------------------------------------------------
              Total other non-current liabilities  593,756      (59,792)        17,922                    9,831             561,717
- ------------------------------------------------------------------------------------------------------------------------------------

Shareholders' Series B convertible preferred
Equity          stock (without par value)          322,540                                                                  322,540
              Common stock and additional
                paid-in capital                    127,814                       7,019                   (7,019) (k)        127,814
              Retained earnings                  1,930,380                      12,909      89,317 (l)  (12,909) (k)      2,019,697
              Treasury stock (at cost)            (923,828)                                                                (923,828)
              Unearned compensation related
                to ESOP                           (247,281)                                                                (247,281)
              Cumulative translation adjustment    (19,188)      19,188                                                           -
              Unrealized gain on investments       189,472      (74,780)                                                    114,692
              ----------------------------------------------------------------------------------------------------------------------
              Total shareholders' equity         1,379,909      (55,592)        19,928      89,317      (19,928)          1,413,634
              ----------------------------------------------------------------------------------------------------------------------
              Total liabilities and
                shareholders' equity            $3,288,255  $  (115,384)    $  116,205  $ (241,541)  $  432,973          $3,480,508
              ======================================================================================================================

</TABLE>

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.

                                       5
<PAGE>

                        TRIBUNE COMPANY AND SUBSIDIARIES
              PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
                      FOR THE YEAR ENDED DECEMBER 31, 1995
                                   (UNAUDITED)


<TABLE>
<CAPTION>



                                                1995           (1)            (2)                      (3)                   1995
(In thousands,                                Tribune                                         Pro Forma Adjustments        Tribune
 except per share data)                      Historical    Acquisitions   Dispositions     Acquisitions   Dispositions    Pro Forma
- ------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                            <C>           <C>              <C>            <C>            <C>            <C>

Operating     Publishing                     $1,312,767    $                $   (8,501)    $              $              $1,304,266
Revenues      Broadcasting and
                Entertainment                   828,806          39,729                                                     868,535
              Education                         103,101         110,537        (26,366)                                     187,272
              ----------------------------------------------------------------------------------------------------------------------
              Total operating revenues        2,244,674         150,266        (34,867)                                   2,360,073
- ------------------------------------------------------------------------------------------------------------------------------------
Operating     Cost of sales (exclusive
Expenses        of items shown below)         1,164,609          61,861        (19,257)                                   1,207,213
              Selling, general and
                administrative                  553,868          61,775        (24,652)                                     590,991
              Depreciation and amortiza-
                tion of intangible assets       120,986           2,050         (4,455)       13,528 (a)                    132,109
              ----------------------------------------------------------------------------------------------------------------------
              Total operating expenses        1,839,463         125,686        (48,364)       13,528                      1,930,313
- ------------------------------------------------------------------------------------------------------------------------------------
Operating Profit                                405,211          24,580         13,497       (13,528)                       429,760

Dispositions of subsidiary stock and
  investment                                     14,672                                                      600 (b)         15,272
Interest income                                  14,465               4                        3,559 (c)                     18,028
Interest expense                                (21,814)         (6,079)                     (29,998)(d)  24,346 (e)        (33,545)
- ------------------------------------------------------------------------------------------------------------------------------------
Income from Continuing Operations
       Before Income Taxes                      412,534          18,505         13,497       (39,967)     24,946            429,515
Income taxes                                   (167,076)         (5,244)        (5,258)       12,011 (f)  (9,793)(f)       (175,360)
- ------------------------------------------------------------------------------------------------------------------------------------
Income from Continuing Operations               245,458          13,261          8,239       (27,956)     15,153            254,155

Preferred dividends, net of tax                 (18,841)                                                                    (18,841)
- ------------------------------------------------------------------------------------------------------------------------------------
Income from Continuing Operations
  Attributable to Common Shares              $  226,617      $   13,261     $    8,239    $  (27,956)    $15,153         $  235,314
- ------------------------------------------------------------------------------------------------------------------------------------

Income Per Share from Continuing Operations
            Primary                          $     3.50                                                                  $     3.63
            Fully diluted                    $     3.22                                                                  $     3.35

Shares Outstanding
            Primary                              64,790                                                                      64,790
            Fully diluted                        71,506                                                                      71,506
</TABLE>

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.


                                       6
<PAGE>


                                 TRIBUNE COMPANY
                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS


A.   Unaudited Pro Forma Condensed Consolidated Balance Sheet.

(1)  The amounts in this column represent the amounts related to QUNO included
     in the Company's 1995 balance sheet, including Tribune's investment in and
     advances to QUNO, the cumulative translation adjustment relating to QUNO,
     the unrealized gain on the QUNO convertible debenture as recorded under
     Statement of Financial Accounting Standards No. 115, and deferred income
     taxes. The investment in and advances to QUNO include the Company's 34%
     share of QUNO's equity and the $138.8 million convertible debenture.

(2)  This column reflects the assets and liabilities of four of the companies
     acquired or to be acquired in 1996: television stations KHTV-Houston and 
     KTTY-San Diego, Educational Publishing Corporation and NTC Publishing 
     Group. This pro forma information is based on the historical balance sheets
     of these companies as of December 31, 1995.

(3)  These columns include the pro forma adjustments to the unaudited condensed
     consolidated balance sheet and reflect the following:

     (a) Estimated purchase accounting adjustments to reflect the acquired
         assets at estimated fair value.

     (b) The excess of acquisition cost over the fair value of net tangible
         assets acquired (i.e., goodwill and other intangible assets).

     (c) Existing debt of acquired businesses either repaid at acquisition date
         or not assumed on acquisition.

     (d) Payment of a working capital adjustment for the WPHL acquisition. The
         working capital adjustment from Tribune's acquisition of WPHL in June
         1992 was due upon the acquisition of the remaining minority interest in
         WPHL, which occurred in February 1996.

     (e) Estimated taxes due on the QUNO sale transaction.  The gain on the sale
         for income tax purposes is approximately $265 million.

     (f) The elimination of liabilities not assumed on the acquisition of
         television station KTTY-San Diego.

     (g) The proceeds from the sale of the Company's holdings in QUNO. This
         includes the proceeds from the sale of the Donohue notes and common
         stock. These proceeds are assumed to be used to immediately pay down
         commercial paper used to finance the acquisitions of KHTV, KTTY, EPC,
         NTC and the WPHL minority interest.

                                        7

<PAGE>



     (h) The issuance of $502.5 million in commercial paper necessary to finance
         the acquisitions. The QUNO proceeds are assumed to be used to
         immediately pay down this debt. This amount is made up of the
         following: KHTV ($101.7 million), KTTY ($70.5 million), EPC ($200
         million), NTC ($82 million), WPHL minority interest ($26.8 million) and
         acquisition costs ($21.5 million).

     (i) The estimated deferred taxes established on the EPC identifiable
         intangible assets ($16.9 million) and the elimination of KHTV deferred
         taxes because assets were acquired ($.2 million).

     (j) The elimination of WPHL minority interest.

     (k) The elimination of the acquired businesses' equity accounts.

     (l) The estimated after-tax gain on the sale of QUNO.

B.   Unaudited 1995 Pro Forma Condensed Consolidated Statement of Income

(1)  The amounts in this column represent the historical 1995 results of
     operations of KHTV, KTTY, EPC and NTC. This column also includes the
     results of operations of the 1995 acquisitions from the beginning of the
     year until their respective dates of acquisition, and an estimate of equity
     income/loss for those equity-method investments entered into during 1995,
     for the portion of 1995 preceding the Company's investment.

(2)  The amounts in this column represent the historical 1995 results of
     operations of Times Advocate Company and Compton's NewMedia until their
     respective dates of sale. These results exclude the non-recurring pretax
     loss of $7.5 million recorded on the Times Advocate sale and the
     non-recurring pretax gain of $6.9 million recorded on the Compton's sale.
     Income before income taxes does not reflect any allocations of corporate
     administration and interest expenses.

(3)  These columns include the pro forma adjustments to the 1995 unaudited
     condensed consolidated statement of income and reflect the following:

     (a) The amortization expense on all of the acquisitions for the estimated
         excess of acquisition cost over the fair value of net tangible assets
         acquired, assuming lives ranging from 5 to 40 years. This includes an
         adjustment for the 1995 acquisitions to reflect a full year of expense.

     (b) The non-recurring net pretax loss for the Times Advocate and Compton's
         dispositions included in the 1995 historical consolidated statement of
         income. Tribune recorded a $7.5 million loss on the sale of Times
         Advocate and a $6.9 million gain on the sale of Compton's.

     (c) Interest income from the Qwest convertible notes. The Company's
         investment in Qwest is comprised of a $7 million equity interest (33%)
         and $63 million in 6% convertible notes.

     (d) Interest savings from the QUNO and Times Advocate proceeds. The QUNO
         after-tax proceeds were estimated at $331 million, with $60 million of
         taxes due in July 1995 and $36 million of taxes due in 1996. These

                                        8

<PAGE>



         proceeds were assumed to be used to finance the 1996 acquisitions, and
         therefore the interest expense savings was calculated at an average
         commercial paper rate of 5.9%.

     (e) Additional interest expense for the 1996 acquisitions from increased
         debt levels, with the additional borrowing requirements financed with
         commercial paper at an average rate of 5.9%. The 1996 acquisitions and
         investments that were assumed to have occurred at the beginning of the
         year totaled $502.5 million. This also includes an adjustment for
         additional interest expense for the acquisitions and investments made
         during 1995, as if completed at the beginning of the year, and the
         elimination of $6.1 million of interest expense incurred by the
         acquired businesses included in their historical financial statements.
         This represents interest expense on debt that was either repaid at the
         date of acquisition or not assumed by Tribune.

     (f) These adjustments represent the income tax effects of the pro forma
         adjustments and a pro forma amount for income taxes on NTC's and KTTY's
         earnings. The effective tax rate on the pro forma adjustments differs
         from the Company's statutory tax rate of 35% due to non-deductible
         amortization of intangible assets and state taxes. NTC was a 
         partnership with no income taxes. If the Company had acquired NTC at 
         the beginning of 1995, income taxes would have been recorded on NTC's
         income. KTTY had a net loss that was not tax benefited, but if Tribune 
         had owned them in 1995 the tax benefit would have been recognized.




                                        9

<PAGE>



                                  EXHIBIT INDEX



Exhibit No.       Exhibit Description


99.1              Press release issued by Tribune Company on February 29, 1996.
99.2              Press release issued by Tribune Company on March 11, 1996.



                                       10





                                                                   Exhibit 99.1


                  TRIBUNE TO COMPLETE SALE OF HOLDINGS IN QUNO
               TO DONOHUE INC. FOR US$425 MILLION (C$585 MILLION)

CHICAGO, Thurs., Feb. 29, 1996 -- Tribune Company is completing the sale of the
remainder of its holdings in QUNO Corp., a leading Canadian newsprint producer,
to Donohue Inc., a Quebec-based forest products company. The merger with Donohue
was approved today at a meeting of QUNO stockholders. The merger will be
effective Friday, March 1.

Tribune will receive C$30.50 per common QUNO share, primarily in cash, plus
notes and Donohue stock. Tribune's gross proceeds from the sale will be
approximately US$425 million (C$585 million), consisting of approximately US$285
million cash, short-term notes valued at approximately US$75 million and Donohue
common stock currently worth about US$65 million. After-tax proceeds will be
approximately US$330 million. Tribune will own about 6 percent of Donohue with
the closing of this transaction. Combined with the proceeds from the 1993
initial public offering and a 1994 secondary offering, Tribune will generate
after-tax proceeds of nearly $700 million from its sales of QUNO holdings.

QUNO ranks as North America's sixth largest newsprint manufacturer, with pulp
and paper mills at Thorold, Ontario, and Baie-Comeau, Quebec.

Donohue Inc. is a major Canadian integrated forest products company engaged in
the managing and harvesting of timber resources and the production and sale of
newsprint, market pulp and lumber.  Its production facilities are among the most
modern in the Canadian forest products industry.  Donohue's common shares are
listed on the Montreal and Toronto stock exchanges.  Donohue Inc. is a
subsidiary of Quebecor Inc.

Tribune is a leading information, entertainment and education company. Tribune
publishes four daily newspapers, owns and operates nine television and five
radio stations, produces and syndicates programming and information and provides
educationally oriented products and services for the school and consumer
markets.

Since late November 1995, Tribune merged its Compton's information businesses
into SoftKey International, invested an additional $150 million in SoftKey and
agreed to purchase Educational Publishing Corporation and NTC Publishing Group.
The company also finalized its equity partnership in Qwest Broadcasting L.L.C.;
completed its purchase of KHTV-TV in Houston; agreed to purchase KTTY-TV in San
Diego; began managing WBDC-TV in Washington, D.C., and swapped its Sacramento
radio stations for KVOD-FM in Denver.

MEDIA CONTACT:                              INVESTOR CONTACT:
Robert D. Carr                              Ruthellyn Musil
312/222-3763 (Office)                       312/222-3787 (Office)
312/222-1573 (Fax)                          312/222-1573 (Fax)
708/545-0746 (Home)                         708/559-0852 (Home)
[email protected]                           [email protected]




                                        1





                                                                   Exhibit 99.2


            TRIBUNE COMPLETES PURCHASE OF EDUCATIONAL PUBLISHING, NTC

CHICAGO, Mon., March 11, 1996 -- Tribune Company has completed the acquisition
of two education companies, Educational Publishing Corporation and NTC
Publishing Group, in transactions worth $282 million.

Tribune Education Company purchased the privately held Educational Publishing
from Brentwood Associates for $200 million in an agreement announced Jan. 29.
Educational Publishing is a leading publisher of supplemental education and
innovative curriculum materials for early childhood through high school
learners. The Mountain View, Calif.,-based company develops, publishes and
distributes core curriculum programs, supplemental curriculum materials and
teacher resources through three leading businesses: Creative Publication,
Instructional Fair - TS Denison and Ideal School Supply.

Charlotte M. Gemmel will remain Educational Publishing's president and CEO. The
company, with approximately 290 employees, had 1995 revenues of about $68
million.

Tribune Education purchased the privately held NTC Publishing Group for $82
million in an agreement announced Feb. 5. The Lincolnwood, Ill.-based publisher
produces educational products in print, audio and multimedia formats in the
growing markets of foreign-language learning, English as a Second Language
(ESL), language arts, careers and business. NTC also publishes self-instruction,
reference and travel books for consumers.

NTC's publishing imprints include National Textbook Company, Passport Books, VGM
Career Horizons, The Quilt Digest Press and NTC Business Books. Its 4,000 active
titles are published and marketed nationally and internationally, with sales in
more than 75 countries. The company, with approximately 160 employees, had 1995
revenues of about $31 million.

Tribune Education will combine NTC and Contemporary Books into a new company
called NTC/Contemporary Publishing Company. Contemporary Books has two strong
and growing businesses: educationally oriented nonfiction books for consumers
and educational products for junior high school students through adult learners.
Mark R. Pattis, the current publisher and CEO of NTC, will assume responsibility
as president and CEO of NTC/Contemporary Publishing.

"With these acquisitions, Tribune Education has the resources and management to
become a significant force in education," Robert D. Bosau, Tribune Education
executive vice president, said. "Our strategy is to bring innovative learning
materials to students from preschool to adult."

Tribune Education is a leading publisher of educationally oriented products and
services for the school and home markets. In addition to the new acquisitions,
businesses include The Wright Group and Everyday Learning Corporation, plus a
significant equity interest in ImageBuilder Software, a multimedia software
developer. Tribune Education recently merged its Compton's information
businesses into SoftKey International.




                                        1

<PAGE>


Tribune Education is a business segment of Tribune, a leading information,
education and entertainment company. Tribune publishes four daily newspapers,
owns and operates nine television and five radio stations and produces and
syndicates programming and information.

Tribune's portfolio of investments includes four publicly traded companies:
America Online (AMER), Checkfree Corporation (CKFR), SoftKey International
(SKEY) and StarSight Telecast (SGHT). Their combined value at the time of this
release is approximately $340 million.

Tribune recently sold its equity interest in QUNO, a Canadian newsprint
manufacturer. Tribune also recently finalized its equity partnership in Qwest
Broadcasting L.L.C.; completed its purchase of KHTV-TV in Houston; agreed to
purchase KTTY-TV in San Diego; began managing WBDC-TV in Washington, D.C., and
swapped its Sacramento radio stations for an FM station in Denver.


MEDIA CONTACT:                                   INVESTOR CONTACT:
Kelly Shannon                                    Ruthellyn Musil
312/222-4569 (Office)                            312/222-3787 (Office)
312/222-1573 (Fax)                               312/222-1573 (Fax)
312/944-1169 (Home)                              708/559-0852 (Home)
[email protected] (Internet)                 [email protected] (Internet)

                                        2



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