As filed with the Securities and Exchange Commission on December 19, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement Under
the Securities Act of 1933
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)
TRIBUNE COMPANY
1997 INCENTIVE COMPENSATION PLAN
BONUS DEFERRAL PLAN
(Full Title of the Plans)
CRANE KENNEY
VICE PRESIDENT, GENERAL COUNSEL
AND CORPORATE SECRETARY
TRIBUNE COMPANY
435 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS
(Name and Address of Agent For Service)
(312) 222-9100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
<S> <C> <C> <C> <C>
Common Stock (without par 5,000,000 Shares $76.8125 $384,062,500 $116,383
value) including Preferred
Share Purchase Rights(3)
(1) An indeterminate number of additional shares may be issued if the
anti-dilution adjustment provisions of the plans become operative.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with rule 457(c) and (h) under the Securities Act of
1933 on the basis of the average of the high and low prices of the
Common Stock as reported on the New York Stock Exchange on
December 16, 1996.
(3) Prior to the occurrence of certain events, the Preferred Share
Purchase Rights will not be evidenced separately from the Common
Stock.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
registration statement:
(1) The Annual Report of Tribune Company (the "Company") on Form 10-K
for the year ended December 31, 1995, which has heretofore been filed by the
Company with the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934, as amended (the "1934 Act").
(2) The Quarterly Reports of the Company on Form 10-Q for the first
three quarters of Fiscal 1996 heretofore filed by the Company with the
Commission pursuant to the 1934 Act.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission pursuant
to Section 12 of the 1934 Act.
(4) The description of the Company's Preferred Share Purchase Rights
contained in the Company's Registration Statement on Form 8-A, as amended, filed
with the Commission pursuant to Section 12 of the 1934 Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently filed by
the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 in each year during which the offering made by this
registration statement is in effect prior to the filing with the Commission of
the registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this registration
statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
The securities to be offered are registered under Section 12(b) of the
1934 Act.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Certain provisions of the General Corporation Law of the State of
Delaware provide that the Company may indemnify the directors and officers of
the Company and affiliated companies against liabilities and expenses incurred
by reason of the fact that such persons were serving in such capacities, subject
to certain limitations and conditions set forth in the statute. Article Twelfth
of the Restated Certificate of Incorporation of the Company provides that the
Company shall indemnify its directors and officers to the fullest extent
permitted by Delaware law.
The Company maintains directors and officers liability insurance
covering all directors and officers of the Company against claims arising out of
the performance of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) That, for the purposes of determining any liability under the
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and where applicable each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(4) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on the 19th day of
December, 1996.
TRIBUNE COMPANY
By: /s/ John W. Madigan
John W. Madigan
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Tribune Company, hereby
severally constitute John W. Madigan and James C. Dowdle and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all amendments
(including post-effective amendments) to said Registration Statement, and
generally to do all such things in our name and behalf in the capacities
indicated below to enable Tribune Company to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on the 19th
day of December, 1996.
Signature Title
/s/ John W. Madigan Chairman, President, Chief Executive Officer
John W. Madigan and Director
(principal executive officer)
/s/ James C. Dowdle Executive Vice President and Director
James C. Dowdle
/s/ Donald C. Grenesko Senior Vice President and Chief Financial
Donald C. Grenesko Officer (principal financial officer)
/s/ R. Mark Mallory Vice President and Controller
R. Mark Mallory (principal accounting officer)
/s/ Diego E. Hernandez Director
Diego E. Hernandez
/s/ Robert E. LaBlanc Director
Robert E. La Blanc
/s/ Nancy Hicks Maynard Director
Nancy Hicks Maynard
/s/ Andrew J. McKenna Director
Andrew J. McKenna
/s/ Kristie Miller Director
Kristie Miller
/s/ James J. O'Connor Director
James J. O'Connor
/s/ Donald H. Rumsfeld Director
Donald H. Rumsfeld
/s/ Dudley S. Taft Director
Dudley S. Taft
/s/ Arnold R. Weber Director
Arnold R. Weber
EXHIBIT INDEX
Exhibits marked with an asterisk (*) are incorporated by reference to documents
previously filed by Registrant with the Securities and Exchange Commission, as
indicated. All other documents listed are filed with this Registration
Statement.
Exhibit Number Description
4.1 * Restated Certificate of Incorporation of Registrant (Exhibit 3.1
to Registrant's Form
10-K for 1991).
4.2 * By-laws of Registrant (Exhibit 3.2 to Registrant's Form 10-K for
1995).
4.3 * Rights Agreement between Tribune Company and The First National
Bank of Chicago, as Rights Agent, dated as of December 22, 1987
(Exhibit 1 to Form 8-K Current Report dated January 6, 1988);
First Amendment thereto dated as of July 31, 1990 (Exhibit 4 to
Form 10-Q Quarterly Report for the quarter ended July 1, 1990);
Second Amendment thereto dated as of October 31, 1990 (Exhibit 4
to Form 10-Q Quarterly Report for the quarter ended September 30,
1990).
5 Opinion (including consent) of McDermott, Will & Emery
23 Consent of Price Waterhouse LLP
McDERMOTT, WILL & EMERY
227 West Monroe Street
Chicago, Illinois 60606
Writer's Direct Dial
312-984-7568
December 19, 1996
Tribune Company
435 North Michigan Avenue
Chicago, Illinois 60611-4041
RE: 5,000,000 Shares of Common Stock (without par
value) including Preferred Share Purchase
Rights for Tribune Company's 1997 Incentive
Compensation Plan and Bonus Deferral Plan (the "Plans")
Gentlemen:
We have acted as counsel for Tribune Company (the "Company") in connection
with the preparation and filing of a Registration Statement on Form S-8 (the
"Registration Statement") for the registration under the Securities Act of 1933,
as amended, of 5,000,000 shares of the Company's Common Stock, without par value
(the "Common Stock"), which may be purchased pursuant to the Plans and the
related Preferred Share Purchase Rights which currently are attached to, and
trade with, the Common Stock.
We have examined or considered:
1. A copy of the Company's Restated Certificate of Incorporation.
2. The By-Laws of the Company.
3. Telephonic confirmation of the Secretary of State of Delaware, as
of a recent date, as to the good standing of the Company in that state.
4. Copies of resolutions duly adopted by the Board of Directors of
the Company relating to the Plans.
5. Copies of the Plans.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
Based on the foregoing, we are of the opinion that:
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
(b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the shares of Common Stock under
the Plans have been duly taken, and the Common Stock, upon acquisition
pursuant to the terms of the Plans, and the related Preferred Share
Purchase Rights, will be duly authorized, legally and validly issued, fully
paid and nonassessable.
We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
WJQ/bjs
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1996, which appears in the
1995 Annual Report to Stockholders of Tribune Company, which is incorporated by
reference in Tribune Company's Annual Report on Form 10-K for the year ended
December 31, 1995. We also consent to the incorporation by reference of our
report on the financial Statement Schedule, which appears in such Annual Report
on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Chicago, Illinois
December 19, 1996
