SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
TRIBUNE COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 36-1880355
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(State of Incorporation or Organization) (IRS Employer Identification No.)
435 North Michigan Avenue, Chicago, Illinois 60611
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of If this Form relates to the
a class of debt securities and is effective registration of a class of debt
upon filing pursuant to General Instruction securities and is to become
A(c)(1) please check the following box. |_| effective simultaneously with
the effectiveness of a
concurrent registration
statement under the Securities
Act of 1933 pursuant to General
Instruction A(c)(2) please
check the following box. |_|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Series A Junior Participating New York Stock Exchange
Preferred Stock Purchase Rights Chicago Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities To Be Registered.
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On January 15, 1997, Tribune Company (the "Company") effected a two-for-one
stock split in the form of a 100% stock distribution to shareholders of record
on December 27, 1996. The following description of the Company's preferred share
purchase rights gives effect to the adjustments resulting from such stock
splits.
On December 22, 1987, the Board of Directors of the Company declared a
dividend of one preferred share purchase right (a "Right") for each outstanding
share of common stock (the "Common Shares"), of the Company. The dividend was
paid on January 5, 1988 (the "Record Date") to the record holders of Common
Shares on that date. Each Right originally entitled the registered holder to
purchase from the Company one one-hundredth of a share of Series A Junior
Participating Preferred Stock (the "Series A Preferred Shares"), of the Company,
at a price of $150 per one one-hundredth of a Series A Preferred Share (the
"Purchase Price"), subject to adjustment. As a result of the stock split, each
Right currently entitles the registered holder to purchase one two-hundredth of
a Series A Preferred Share at a price of $75.00 per one two-hundredth of a
Series A Preferred Share. The description and terms of the Rights are set forth
in a Rights Agreement, dated as of December 22, 1987, as amended (the "Rights
Agreement"), between the Company and The First National Bank of Chicago, as
Rights Agent.
The Rights are represented by the certificates for Common Shares and are
not exercisable or transferable apart from the Common Shares until the earlier
to occur of (i) 10 days following a public announcement that a person or group
of affiliated or associated persons (other than the Robert R. McCormick
Charitable Trust or the Robert R. McCormick Cantigny Trust, which together own
approximately 18.4% of the Common Shares (collectively, the "Trusts"))(an
"Acquiring Person") has acquired beneficial ownership of 10% or more of the
outstanding Common Shares (unless the Board of Directors determines in good
faith that a person or group of persons who would otherwise be an Acquiring
Person has become such inadvertently and that person or group divests as
promptly as practicable a sufficient number of Common Shares so that such person
would no longer be an Acquiring Person) or (ii) 10 days following the
commencement of, or announcement of an intention of any person to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of affiliated or associated persons (other than
the Trusts) of 10% or more of such outstanding Common Shares (the earlier of
such dates being called the "Distribution Date").
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common Shares. Until
the Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such notation or a
copy of the Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
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The Rights are not exercisable until the Distribution Date. The Rights will
expire on January 5, 1998 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.
The Purchase Price payable, and the number of Series A Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of the Series A
Preferred Shares, (ii) upon the grant to holders of the Series A Preferred
Shares of certain rights or warrants to subscribe for or purchase Series A
Preferred Shares at a price, or securities convertible into Series A Preferred
Shares with a conversion price, less than the then current market price of the
Series A Preferred Shares or (iii) upon the distribution to holders of the
Series A Preferred Shares of evidences of indebtedness or assets (excluding
regular periodic cash dividends paid out of earnings or retained earnings or
dividends payable in a Series A Preferred Shares) or of subscription rights or
warrants (other than those referred to above).
The number of outstanding Rights and the fractions of a Series A Preferred
Share issuable upon exercise of each Right are also subject to adjustment in the
event of a stock split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations or combinations
of the Common Shares occurring, in any such case, prior to the Distribution
Date.
Series A Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each Series A Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1.00 per share but will be entitled
to an aggregate dividend of 200 times the dividend declared per Common Share.
In the event of liquidation, the holders of the Series A Preferred Shares
will be entitled to a minimum preferential liquidation payment of $100 per
share but will be entitled to an aggregate payment of 200 times the payment
made per Common Share. Each Series A Preferred Share will have 200 votes,
voting together with the Common Shares. Finally, in the event of any
merger, consolidation or other transaction in which Common Shares are
exchanged, each Series A Preferred Share will be entitled to receive 200
times the amount received per Common Share. These rights are protected by
customary antidilution provisions.
Because of the nature of the Series A Preferred Shares' dividend,
liquidation and voting rights, the value of the one two-hundredth interest in a
Series A Preferred Share purchasable upon exercise of each Right should
approximate the value of one Common Share.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction will have a market
value of two times the exercise price of the Right. In the event that any person
becomes an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a
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market value as of the date such person becomes an Acquiring Person of two times
the exercise price of the Right.
At any time after the acquisition by a person or group of affiliated or
associated persons (other than the Trusts) of beneficial ownership of 10% or
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by an Acquiring Person which have
become void), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Series A Preferred Shares will be issued
(other than fractions which are integral multiples of one two-hundredth of a
Series A Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Series A Preferred Shares on the
last trading day prior to the date of exercise.
At any time prior to the acquisition by a person or group of affiliated or
associated persons (other than the Trusts) of beneficial ownership of 10% or
more of the outstanding Common Shares, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $.005 per Right (the
"Redemption Price"). Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to increase the threshold for exercisability of the Rights from 10% to no more
than 20%, except that from and after such time as any person becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors since the Rights may be redeemed by the Company at $.005
per Right prior to the time that there is an Acquiring Person.
The Rights Agreement, dated as of December 22, 1987, between the Company
and The First National Bank of Chicago, as Rights Agent, specifying the terms of
the Rights (including a summary of the Rights as an exhibit thereto), the First
Amendment to Rights Agreement dated as of July 31, 1990 and the Second Amendment
to Rights Agreement dated as of October 31, 1990 are incorporated herein by
reference. The Certificate of Adjustment dated as of January 15, 1997 is filed
as an exhibit hereto. The foregoing description of the Rights is qualified by
reference to such exhibits.
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Item 2. Exhibits.
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The following items are filed as exhibits to the Registration Statement:
Exhibit
Number Description of Document
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4 Rights Agreement (the "Rights Agreement") Incorporated by
between Tribune Company and The First reference to
National Bank of Chicago, as Rights Agent, Tribune's Form 8-K
dated as of December 22, 1987. current report dated
January 6, 1988.
First Amendment to Rights Agreement Incorporated by
dated as of July 31, 1990. reference to
Tribune's Form 10-Q
Quarterly Report for
the quarter ended
July 1, 1990.
Second Amendment to Rights Agreement Incorporated by
dated as of October 31, 1990. reference to
Tribune's Form 10-Q
Quarterly Report for
the quarter ended
September 30, 1990.
4.1 Certificate of Adjustment to the Rights
Agreement dated as of January 15, 1997.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
TRIBUNE COMPANY
(Registrant)
Date: January 15, 1997 /s/ Crane H. Kenney
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Crane H. Kenney
Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
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Exhibit
Number Description of Document
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4 Rights Agreement (the "Rights Agreement") Incorporated by
between Tribune Company and The First reference to
National Bank of Chicago, as Rights Agent, Tribune's Form 8-K
dated as of December 22, 1987. current report dated
January 6, 1988.
First Amendment to Rights Agreement Incorporated by
dated as of July 31, 1990. reference to
Tribune's Form 10-Q
Quarterly Report for
the quarter ended
July 1, 1990.
Second Amendment to Rights Agreement Incorporated by
dated as of October 31, 1990. reference to
Tribune's Form 10-Q
Quarterly Report for
the quarter ended
September 30, 1990.
4.1 Certificate of Adjustment to the Rights
Agreement dated as of January 15, 1997.
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Exhibit 4.1
CERTIFICATE OF ADJUSTMENT
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This is to certify pursuant to Section 12 of the Rights Agreement,
dated as of December 22, 1987, as amended (the "Rights Agreement"), between
Tribune Company, a Delaware corporation (the "Company") and The First National
Bank of Chicago, as Rights Agent, that:
I. Statement of Facts.
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At its December 10, 1996 meeting, the Company's Board of Directors
declared a two-for-one split of the shares of common stock, without par value,
of the Company (the "Common Shares"), to be effected in the form of a 100% stock
distribution (the "Distribution") on January 15, 1997 to holders of record of
the Common Shares on December 27, 1996.
II. Adjustments Pursuant to the Rights Agreement.
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Pursuant to the provisions of Sections 11(n) and 23(a) of the Rights
Agreement, certain adjustments to the number of one-hundredths of a Preferred
Share (as defined in the Rights Agreement) purchasable upon proper exercise of
each Right (as defined in the Rights Agreement), to the number of outstanding
Rights and to the Redemption Price (as defined in the Rights Agreement) shall be
effected as of January 15, 1997, in connection with the Distribution, as set
forth below:
1. Pursuant to Section 11(n) of the Rights Agreement, the
number of Preferred Shares purchasable upon proper exercise of a Right
shall be equal to one two-hundredths.
2. Pursuant to Section 11(n) of the Rights Agreement, each
Common Share outstanding immediately after the Distribution shall have
attached to it one Right.
3. Pursuant to Section 23(a) of the Rights Agreement, the
Redemption Price shall be equal to $.005 per Right.
Dated this 15th day of January, 1997.
TRIBUNE COMPANY
By:/s/ Crane H. Kenney
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Name: Crane H. Kenney
Title: Vice President, General
Counsel and Secretary
