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
February 13, 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
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Item 5. Other Events
On January 29, 1996, Tribune Company announced that it had reached
agreement to acquire Educational Publishing Corporation from Brentwood
Associates for $200 million in cash. Educational Publishing is a developer,
publisher and marketer of supplemental education and innovative curriculum
materials for early childhood through high school. The transaction is expected
to be completed in the first quarter of 1996.
On February 5, 1996, Tribune announced that it had reached agreement
to acquire NTC Publishing Group for $82 million in cash. NTC is a publisher of
educationally oriented materials for the school and consumer markets. The
transaction is also expected to be completed in the first quarter of 1996.
Item 7. (c) Exhibits
99.1 Press release issued by Tribune Company on January 29, 1996.
99.2 Press release issued by Tribune Company on February 5, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRIBUNE COMPANY
By /s/ R. Mark Mallory
-------------------
R. Mark Mallory
Vice President and Controller
February 13, 1996
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EXHIBIT INDEX
Exhibit No. Exhibit Description
99.1 Press release issued by Tribune Company on January 29, 1996.
99.2 Press release issued by Tribune Company on February 5, 1996.
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Exhibit 99.1
TRIBUNE BUYS EDUCATIONAL PUBLISHING CORPORATION FOR $200 MILLION FROM
BRENTWOOD ASSOCIATES/BECOMES LEADING PUBLISHER OF INNOVATIVE
CURRICULUM AND SUPPLEMENTAL EDUCATION MATERIALS
CHICAGO, Mon., Jan. 29, 1996 -- Tribune Company has reached agreement to acquire
Educational Publishing Corporation from Brentwood Associates. Educational
Publishing is a leading developer, publisher and marketer of supplemental
education and innovative curriculum materials for early childhood through high
school.
Tribune will purchase the privately held company for $200 million in cash.
Completion of the transaction is expected in the first quarter of 1996.
Educational Publishing publishes and distributes core curriculum programs,
supplemental curriculum materials and teacher resources through several leading
brands: Creative Publications, Ideal School Supply, Instructional Fair and TS
Denison. The company, based in Mountain View, Calif., had 1995 revenues of $68
million. Educational Publishing employs 240 full-time and approximately 50
part-time employees.
"One of Tribune's strategies is to become a leading publisher of excellent,
innovative education materials," Robert D. Bosau, Tribune Education executive
vice president, said. "We're very proud of the commitment of our employees and
authors to educational excellence and the high quality products that result from
this commitment. Educational Publishing shares our vision and educational
philosophy and is an ideal fit with our strategic mission."
Charlotte M. Gemmel, who will remain the president and CEO of Educational
Publishing, said, "Our vision for preparing children for the future fits
perfectly with the goals of Tribune, and Tribune's innovative education
businesses are among the best at what they do. That's why we are so excited
about joining the Tribune Team."
"Educational Publishing's association with Tribune sets the stage for a great
future," said William Barnum, chairman of the company and a general partner of
Brentwood Associates, which acquired Educational Publishing in 1984 and built it
into a powerhouse in educational publishing. "Brentwood's long relationship with
Educational Publishing is a reflection of our commitment to education and
Tribune Education shares this commitment."
Brentwood Associates is a Los Angeles based private equity and venture capital
firm with over $750 million under management, specializing in growth-oriented
investments in operating companies and traditional venture capital investments.
Tribune Education is a leading publisher of educationally oriented products and
services for the school and home markets. Businesses include The Wright Group,
Contemporary Books and Everyday Learning Corporation.
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Tribune Education is a business segment of Tribune, a leading information and
entertainment company. Tribune also publishes four daily newspapers, owns and
operates nine television and five radio stations, produces and syndicates
programming and information. Tribune is a significant investor in SoftKey
International Inc., a leading multimedia software developer and distributor and
has an equity interest in ImageBuilder Software, Inc., a multimedia software
developer.
MEDIA CONTACT: INVESTOR CONTACT:
Kelly Shannon Ruthellyn Musil
312/222-4569 (Office) FAX 312/222-1573 312/222-3787 (Office)
312/944-1169 (Home) 708/559-0852 (Home)
[email protected] (Internet) [email protected] (Internet)
BRENTWOOD ASSOCIATES CONTACT
William Barnum
310/477-6611 (Office)
310/477-1011 (Fax)
[email protected] (Internet)
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Exhibit 99.2
TRIBUNE TO ACQUIRE NTC PUBLISHING GROUP
CHICAGO, Mon., Feb. 5, 1996 -- Tribune Company has reached agreement to acquire
NTC Publishing Group, an independent publisher of educationally oriented
materials for the school and consumer markets. NTC's publishing imprints include
National Textbook Company, Passport Books, VGM Career Horizons, The Quilt Digest
Press and NTC Business Books.
Tribune will purchase the privately held company for $82 million in cash.
Completion of the transaction is expected in the first quarter of 1996.
The Chicago-area 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. Its 4,000
active titles are published and marketed nationally and internationally, with
sales in more than 75 countries. The company had 1995 revenues of $31 million.
NTC, based in Lincolnwood, IL, currently has approximately 160 employees.
"The educational products of NTC and Contemporary Books complement each other
extremely well," Robert D. Bosau, Tribune Education executive vice president,
said. "NTC has superb products, multiple channels of distribution and a focus in
growing markets. 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." Tribune Education will
combine NTC and Contemporary Books into a new company called NTC/Contemporary
Publishing Company.
"These businesses, along with The Wright Group, Everyday Learning Company and
our recent acquisition of Educational Publishing Corporation, which consists of
Creative Publications, Ideal School Supply and Instructional Fair o TS Denison,
makes Tribune Education a leader in innovative curriculum, supplemental
education and consumer publishing. The expanded group of companies also provides
Tribune Education with access to growing markets and new channels of
distribution to teachers, parents and consumers," Bosau said.
Mark R. Pattis, the current publisher and CEO of NTC, will assume responsibility
as president and CEO of NTC/Contemporary Publishing Company. "Over the years,
we've been approached by many companies, but the fit with Tribune is unique,"
Pattis said. "Tribune's commitment to educationally oriented publishing for the
school and consumer markets and its aggressive growth strategy is very
attractive to us.
"As part of Tribune, we will expand our distribution channels and accelerate our
growth potential. We will enhance Tribune's presence in the educational and
consumer markets, both nationally and internationally," Pattis said.
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"NTC started as a hobby, and a second business, 35 years ago with just two
books," S. William Pattis, founder of NTC, said. "I am especially pleased that
NTC is joining Tribune Education because it is a natural next step in the growth
cycle of NTC. Tribune will provide our staff an environment to develop with a
growing company."
Tribune Education is a leading publisher of educationally oriented products and
services for the school and home markets. Businesses include The Wright Group,
Contemporary Books, Everyday Learning Corporation, and a significant equity
interest in ImageBuilder Software Inc., a multimedia software developer. Tribune
Education reached an agreement last week to acquire Educational Publishing
Corporation, which consists of three education companies: Creative Publications,
Ideal School Supply, Instructional Fair o TS Denison.
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, produces and
syndicates programming and information and provides educationally oriented
products and services for the school and home markets. Tribune is a significant
investor in SoftKey International Inc., a leading publisher of education and
consumer multimedia.
MEDIA CONTACT: INVESTOR CONTACT:
Kelly Shannon Ruthellyn Musil
312/222-4569 (Office) FAX 312/222-1573 312/222-3787 (Office)
312/944-1169 (Home) 708/559-0852 (Home)
[email protected] (Internet) [email protected] (Internet)
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