<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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.
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)
April 10, 1996
- --------------------------------------------------------------------------------
(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 11 Pages
<PAGE> 2
CUSIP No. 896047 10 7 13D Page 2 of 11 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 10,213,630
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED
BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 10,213,630
REPORTING
PERSON --------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,213,630
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
---
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.56% (see Item 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 3
Page 3 of 11 Pages
------------------
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 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 for
the purpose of reporting an increase 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 May 12, 1994,
the date of the Foundation's filing of Amendment No. 2 to the Schedule 13D.
Despite periodic grants of such common stock made by the Foundation in
furtherance of its charitable purposes since May 12, 1994, the Foundation's
percentage ownership has actually increased because of decreases in the total
number of outstanding shares of common stock of Tribune Company which have
occurred from time to time by reason of Tribune Company's repurchase of shares
of its common stock. In light of the foregoing, the Foundation is filing this
Amendment No. 3 for informational purposes but not because of actions of the
Foundation that have caused the Foundation's percentage ownership to increase.
ITEM 2. IDENTITY AND BACKGROUND.
Schedule A to the originally filed Schedule 13D, as amended in
previous Amendments 1 and 2, which sets forth 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, is amended in its entirety as set forth in Schedule A
attached hereto.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to revise the last paragraph thereof to state:
"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 except for the intention of certain officers or directors to
continue to acquire shares of Common Stock periodically through the
Issuer's Dividend Reinvestment Plan.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a) and (c) are hereby amended to report that:
(a) Since the filing of Amendment No. 2 to the original Schedule
13D with the Commission, the Foundation has periodically made grants of Common
Stock in furtherance of its charitable purposes that have decreased its
aggregate holdings of Common Stock. However, because of repurchases of Common
Stock by the Issuer that have decreased the total number of outstanding shares
of its Common Stock, the Foundation's percentage ownership has increased in
excess of 1.0% over the percentage shown in Amendment No. 2. As of the date
hereof, the Foundation beneficially owns 10,213,630 shares of Common Stock,
which represents approximately 16.56% of the outstanding shares of Common
Stock. This percentage is based
<PAGE> 4
Page 4 of 11 Pages
------------------
upon an aggregate of 61,661,593 shares of Common Stock being issued and
outstanding as of March 11, 1996 according to the Form 10-K filed by the Issuer
with the Commission on March 11, 1996 for the fiscal year ending December 31,
1995. It is the foregoing percentage that is reported on the cover page of
this Amendment No. 3 to Schedule 13D. However, based upon information obtained
from the Issuer, the Issuer also has 1,425,842 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 15.0%.
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 not effected during the past 60 days any
transaction in any shares of Common Stock except for the following:
Charitable grant (no consideration) aggregating 4,420 shares
consummated as of March 11, 1996.
Charitable grant (no consideration) aggregating 1,819 shares
consummated as of April 10, 1996.
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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
There are no exhibits to this Amendment No. 3 to Schedule 13D.
<PAGE> 5
Page 5 of 11 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 10, 1996
By: /s/ Neal Creighton
-----------------------------------
Neal Creighton
President and Chief Executive Officer
<PAGE> 6
Page 6 of 11 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.
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 Cantigny First Division Foundation(2)
Vice President and Chief Operating Officer
Charles T. Brumback Tribune Company(3)
1500 North Lake Shore Drive Retired
Chicago, Illinois 60610
Stanton R. Cook Tribune Company
224 Raleigh Retired(4)
Kenilworth, Illinois 60043
Neal Creighton Robert R. McCormick Tribune Foundation(1)
1 S 151 Winfield Road Cantigny Foundation(2)
Wheaton, Illinois 60187 Cantigny First Division Foundation(2)
President and Chief Executive Officer
James C. Dowdle Tribune Company(5)
1040 Romona Road Executive Vice President
Wilmette, Illinois 60091
Jack Fuller Chicago Tribune Company(6)
2525 Hartzell President and Publisher
Evanston, Illinois 60201
J. Nicholas Goodban Robert R. McCormick Tribune Foundation(1)
425 Prospect Vice President
Elmhurst, Illinois 60126
John W. Madigan Tribune Company(5)
1160 Laurel Avenue Chairman, President and Chief Executive
Winnetka, Illinois 60093 Officer
<PAGE> 7
Page 7 of 11 Pages
------------------
SCHEDULE A
CONTINUED
EXECUTIVE OFFICERS AND DIRECTORS
OF ROBERT R. McCORMICK TRIBUNE FOUNDATION
Louis J. Marsico, Jr. Robert R. McCormick Tribune Foundation(1)
740 Longview Lane Cantigny Foundation(2)
Palatine, Illinois 60067 Cantigny First Division Foundation(2)
Treasurer/Director of Finance and Administration
- -----------------------------
(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 and the Cantigny First Division
Foundation is 1 S 151 Winfield Road, Wheaton, Illinois 60187.
(3) Mr. Brumback maintains a business address at 435 North Michigan
Avenue, Suite 770, Chicago, Illinois 60611.
(4) Mr. Cook maintains a business address c/o Tribune Company, 435
North Michigan Avenue, Chicago, Illinois 60611.
(5) The address of Tribune 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.
<PAGE> 8
Page 8 of 11 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)(2) Class(3) Vote(4) Vote Dispose(4) Dispose
- ---- -------------- -------- ------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Richard Behrenhausen 230 * 230 0 230 0
Charles T. Brumback 544,321(5) * 524,321 20,000(6) 524,321 20,000(6)
Stanton R. Cook 476,721(7) * 467,121 9,600(8) 467,121 9,600(8)
Neal Creighton 3,235 * 0 3,235(9) 0 3,235(9)
James C. Dowdle 223,738(10) * 223,251 487(11) 223,251 487(11)
Jack Fuller 65,190(12) * 64,772 418(11) 64,772 418(11)
Nicholas Goodban 0 * 0 0 0 0
John W. Madigan 421,944(13) * 401,152 20,892(11)(14) 401,152 20,892(11)(14)
Louis J. Marsico, Jr. 4 * 4 0 4 0
</TABLE>
- ----------------------------------
* Less than 1%
(1) Any fractional shares have been rounded.
(2) Each of Messrs. Dowdle, Fuller and Madigan have been allocated shares of
Preferred Stock in their individual participant accounts in 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.
(3) Based on 61,661,593 shares of Common Stock outstanding as of March 11, 1996
as reported in the Issuer's Form 10-K filed by the Issuer for the fiscal year
ended December 31, 1995. However, as reported in the Issuer's Form 10-K, the
Issuer has 1,425,842 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 6,530,356 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 would still be less than 1%.
(4) 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> 9
Page 9 of 11 Pages
------------------
SCHEDULE B
CONTINUED
BENEFICIAL OWNERSHIP OF SHARES
OF COMMON STOCK BY EXECUTIVE OFFICERS
AND DIRECTORS OF THE FOUNDATION
(5) Includes rights to acquire 354,592 shares of Common Stock pursuant to stock
options which are available for exercise prior to July 8, 1996. Excludes
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.
(6) These shares are owned by the Brumback Family Trust, the trustees of which
are John S. Brumback, Jr. and Frances M. Brumback. However, pursuant to the
authority of Rule 13d-4, Mr. Brumback expressly declares that the filing of
this Amendment No. 3 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. To the best of
the Foundation's knowledge, the information called for by Item 2 of this
Schedule 13D with respect to the trustees is as follows:
(a) Names - John S. Brumback, Jr.
-----
Frances M. Brumback
(b) Residences - John - 912 Ridgecrest Road, Orlando, FL 32806
---------- Frances - 2172 Countryside Circle N, Orlando,
FL 32804
(c) Present Principal Occupations - John - Retired
----------------------------- Frances - Retired
(d) Criminal Convictions - No
--------------------
(e) Civil Proceedings/Federal or State Securities Laws - No
--------------------------------------------------
(f) Citizenship - United States
-----------
(7) Excludes 1,075,200 shares of Common Stock owned by Cantigny of which Mr.
Cook is a director.
(8) These shares were at the time of Amendment No. 2 owned by Mr. Cook's
wife, Barbara, but, upon her death, have vested in a trust created by Mrs. Cook.
However, pursuant to the authority of Rule 13d-4, Mr. Cook expressly declares
that the filing of this Amendment No. 3 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.
(9) Mr. Creighton reports that he may be considered as sharing voting and
disposition power with respect to these shares with his wife, Joan. To the
best of the Foundation's knowledge, the information called for by Item 2 of
this Schedule 13D with respect to Mrs. Creighton is as follows:
(a) Name - Joan Creighton
----
(b) Residence - 1 S 151 Winfield Road, Wheaton, IL 60187
---------
(c) Present Principal Occupation - Museum Director
---------------------------- Cantigny Foundation
1 S 151 Winfield Road
Wheaton, IL 60187
(d) Criminal Convictions - No
--------------------
(e) Civil Proceedings/Federal or State Securities Laws - No
--------------------------------------------------
(f) Citizenship - United States
-----------
<PAGE> 10
Page 10 of 11 Pages
-------------------
SCHEDULE B
CONTINUED
BENEFICIAL OWNERSHIP OF SHARES
OF COMMON STOCK BY EXECUTIVE OFFICERS
AND DIRECTORS OF THE FOUNDATION
(10) Includes 252 shares of Common Stock in Mr. Dowdle's account under Tribune
Company's Savings Incentive Plan and 487 shares of Common Stock allocated to
his individual participant account in the ESOP. Also includes rights to
acquire 77,604 shares of Common Stock pursuant to stock options which are
available for exercise prior to July 8, 1996. Excludes 632 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.
(11) Includes shares of Common Stock allocated to this person's individual
participant account in the ESOP. Ownership is considered shared because voting
rights are considered shared with the ESOP trustee. The ESOP trustee is:
The Northern Trust Company
50 S. LaSalle Street
Chicago, IL 60675
(12) Includes approximately 418 shares of Common Stock allocated to Mr.
Fuller's individual participant account in the ESOP. Also includes rights to
acquire 51,881 shares of Common Stock pursuant to stock options which are
available for exercise prior to July 8, 1996. Excludes approximately 550
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.
(13) Includes 487 shares of Common Stock allocated to Mr. Madigan's individual
participant account in the ESOP. Also includes rights to acquire 129,774
shares of Common Stock pursuant to stock options which are available for
exercise prior to July 8, 1996. Excludes 632 shares of Preferred Stock
allocated to Mr. Madigan's individual participant account in the ESOP and
1,075,200 shares of Common Stock owned by Cantigny of which Mr. Madigan is a
director.
(14)These shares are owned by Mr. Madigan's wife, Holly, and their
daughter, Melanie L. Madigan. However, pursuant to the authority of Rule
13d-4, Mr. Madigan expressly declares that the filing of this Amendment No. 3
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 daughter. To the best of the Foundation's
knowledge, the information called for by Item 2 of this Schedule 13D with
respect to Mrs. Madigan and Melanie L. Madigan is as follows:
<TABLE>
<S> <C>
(a) Names - Holly W. Madigan and Melanie L. Madigan
(b) Addresses - Holly W.: 1160 Laurel Avenue, Winnetka, Illinois 60093 (Residence)
Melanie L.: 1160 Laurel Avenue, Winnetka, Illinois 60093 (Residence)
(c) Present Principal Occupations - Holly W.- Homemaker
Melanie L. - Student
(d) Criminal Convictions - No
(e) Civil Proceedings/Federal or State Securities Laws - No
(f) Citizenship - United States
</TABLE>
<PAGE> 11
Page 11 of 11 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 2.964 shares of Common Stock on March 14,
1996 at a price of $65.95 per share (exclusive of brokerage
commissions and discounts) through the Issuer's Dividend Reinvestment
Plan.
2. On March 14, 1996, Mr. Creighton purchased 30.326 shares of Common
Stock at an aggregate price of $2000 (exclusive of brokerage
commissions and discounts) and 14.517 shares of Common Stock at an
aggregate price of $957.19 (exclusive of brokerage commissions and
discounts) through the Issuer's Dividend Reinvestment Plan.
3. Mr. Madigan purchased 16,123 shares of Common Stock on April 24, 1996
through the exercise of stock options at a purchase price (exclusive
of brokerage commissions and discounts) of $54.875 per share. Mr.
Madigan paid for such shares by transferring to the Issuer 12,461
shares of Common Stock valued at $71.00 per share (exclusive of
brokerage commissions and discounts).
