<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 1996
REGISTRATION NO. 333-02831
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRIBUNE COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-1880355
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
435 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60611
(312) 222-9100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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DAVID J. GRANAT, VICE PRESIDENT AND TREASURER
TRIBUNE COMPANY
435 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60611
(312) 222-3897
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
Copies of communications to:
LARRY A. BARDEN EDWARD S. BEST
SIDLEY & AUSTIN MAYER, BROWN & PLATT
ONE FIRST NATIONAL PLAZA 190 SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60603 CHICAGO, ILLINOIS 60603-3441
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 1 is being filed solely to file Exhibit 23.1 hereto.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Amendment to the Registration Statement
on Form S-3 and has duly caused this Amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Chicago, State of Illinois, on May 2, 1996.
Tribune Company
John W. Madigan
By: _________________________________
John W. Madigan
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities indicated on May 2, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
John W. Madigan
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John W. Madigan Chairman, President and Chief Executive
Officer and Director
(principal executive officer)
*
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James C. Dowdle Executive Vice President and Director
*
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Donald C. Grenesko Senior Vice President and Chief
Financial Officer
(principal financial officer)
*
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R. Mark Mallory Vice President and Controller
(principal accounting officer)
*
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Charles T. Brumback Director
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Stanton R. Cook Director
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
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Diego E. Hernandez Director
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Robert E. La Blanc Director
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Nancy Hicks Maynard Director
*
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Andrew J. McKenna Director
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Kristie Miller Director
*
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Newton N. Minow Director
*
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James J. O'Connor Director
*
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Donald H. Rumsfeld Director
*
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Arnold R. Weber Director
* John W. Madigan
- -------------------------------------------
John W. Madigan
Attorney-in-Fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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<C> <S>
* 1.1 Form of proposed Underwriting Agreement.
* 1.2 Form of proposed Selling Agency Agreement.
* 4.1 Indenture dated as of March 1, 1992 between Tribune Company and First
Trust of Illinois, National Association, as successor trustee
(successor to Continental Bank, National Association).
* 4.2 Forms of proposed Debt Securities.
* 4.3 Forms of proposed Warrant Agreement and Warrant Certificates
(incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-3, File No. 33-45793).
* 5 Opinion of Sidley & Austin.
*12 Statement of Computation of Ratios of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, File
No. 1-8572).
23.1 Consent of Price Waterhouse LLP.
*23.2 Consent of Sidley & Austin (included in Exhibit 5).
*24 Powers of Attorney (contained in the Signatures page to this
Registration Statement).
*25 Form T-1 Statement of Eligibility of First Trust of Illinois, National
Association, under the Trust Indenture Act of 1939.
</TABLE>
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* Previously filed
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated January 31, 1996, appearing 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, appearing in such Annual Report on Form 10-K. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Chicago, Illinois
May 1, 1996
