SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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
(Exact name of registrant as specified in its charter)
Delaware 13-1880355
(State of incorporation or organization) (IRS Employer
Identification No.)
435 North Michigan Avenue, Chicago, Illinois 60611
(Address of principal executive offices) (Zip Code)
If this form relates to the reg- If this form relates to the regis-
istration of a class of securi- tration of a class of securities
ties pursuant to Section 12(b) of pursuant to Section 12(g) of the
the Exchange Act and is effective Exchange Act and is effective pur-
pursuant to General Instruction suant to General Instruction
A.(c), please check the following A.(d), please check the following
box. box.
/x/ / /
Securities Act registration statement file number to which this
form relates:
_____________________
(If applicable)
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
Preferred Share Purchase Rights Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Page 1 of 7<PAGE>
Item 1. Description of Securities To Be Registered.
On December 2, 1997, the Board of Directors of Tri-
bune Company (the "Company") declared a dividend of one pre-
ferred share purchase right (a "Right") for each outstanding
share of common stock, without par value (the "Common
Shares"), of the Company. The dividend is payable to stock-
holders of record at the close of business on January 5, 1998
(the "Record Date"). Each Right entitles the registered
holder to purchase from the Company one one-hundredth of a
share of Series A Junior Participating Preferred Stock (the
"Preferred Shares") of the Company at a price of $250 per one
one-hundredth of a Preferred Share (the "Purchase Price"),
subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and First Chicago Trust
Company of New York, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following
a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person"), other than the
Robert R. McCormick Tribune Foundation or the Cantigny Foun-
dation or any successor charitable entities (the "Founda-
tions"), has acquired beneficial ownership of 10% or more of
the outstanding Common Shares or (ii) 10 business days (or
such later date as may be determined by the Board) following
the commencement of, or announcement of an intention to make,
a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group
of 10% or more of the outstanding Common Shares (the earlier
of such dates being the "Distribution Date"), the Rights will
be evidenced, with respect to any of the Common Share cer-
tificates outstanding as of the Record Date, by such Common
Share certificate with a copy of the Summary of Rights at-
tached thereto.
The Rights Agreement provides that, until the Dis-
tribution Date (or earlier redemption or expiration of the
Rights), 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 incor-
porating the Rights Agreement by reference. Until the Dis-
tribution 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 at-
tached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribu-
tion Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of
Page 2 of 7<PAGE>
the Common Shares as of the close of business on the Distri-
bution Date and such separate Right Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribu-
tion Date. The Rights will expire on January 5, 2008 (the
"Final Expiration Date"), unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed or ex-
changed by the Company, in each case, as described below.
The Purchase Price payable, and the number of Pre-
ferred 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
Preferred Shares, (ii) upon the grant to holders of the Pre-
ferred Shares of certain rights or warrants to subscribe for
or purchase Preferred Shares at a price, or securities con-
vertible into Preferred Shares with a conversion price, less
than the then-current market price of the Preferred Shares or
(iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding reg-
ular periodic cash dividends paid out of earnings or retained
earnings or dividends payable in Preferred Shares) or of sub-
scription rights or warrants (other than those referred to
above).
The number of outstanding Rights and the number of
one one-hundredths of a Preferred Share issuable upon exer-
cise of each Right are also subject to adjustment in the
event of a stock split of the Common Shares or a stock divi-
dend on the Common Shares payable in Common Shares or subdi-
visions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the
Rights will not be redeemable. Each Preferred Share will be
entitled to a minimum preferential quarterly dividend payment
of $1 per share but will be entitled to an aggregate dividend
of 100 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares
will be entitled to a minimum preferential liquidation pay-
ment of $100 per share but will be entitled to an aggregate
payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes, voting together with the
Common Shares. Finally, in the event of any merger, con-
solidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common Share. These rights
are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' div-
idend, liquidation and voting rights, the value of the one
one-hundredth interest in a Preferred Share purchasable upon
Page 3 of 7<PAGE>
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
after a person or group has become an Acquiring Person,
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 or group of affiliated or associated
persons 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 there-
after be void), will thereafter have the right to receive
upon exercise that number of Common Shares having a market
value of two times the exercise price of the Right.
At any time after any person or group becomes an
Acquiring Person and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Shares, the
Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio
of one Common Share, or one one-hundredth of a Preferred
Share, per Right.
With certain exceptions, no adjustment in the Pur-
chase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.
No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth
of a Preferred Share, which may, at the election of the Com-
pany, be evidenced by depositary receipts) and, in lieu
thereof, an adjustment in cash will be made based on the mar-
ket price of the 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
Foundations) of beneficial ownership of 10% or more of the
outstanding Common Shares, the Board of Directors of the Com-
pany may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price"). The re-
demption of the Rights may be made effective at such time on
such basis with such conditions as the Board of Directors of
the Company in its sole discretion may establish. Im-
mediately 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.
Page 4 of 7<PAGE>
The terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the hold-
ers of the Rights, except that from and after such time as
any person or group of affiliated or associated persons be-
comes 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 re-
ceive 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 be-
cause the Rights may be redeemed by the Company at the Re-
demption Price prior to the time that a person or group has
acquired beneficial ownership of 10% or more of the Common
Shares.
The Rights Agreement, dated as of December 12,
1997, between the Company and First Chicago Trust Company of
New York, as Rights Agent, specifying the terms of the Rights
and including the form of Amendment to Certificate of
Designations, Preferences and Rights setting forth the terms
of the Preferred Shares as an exhibit thereto and the press
release announcing the declaration of the Rights are attached
hereto as exhibits and are incorporated herein by reference.
The foregoing description of the Rights is qualified in its
entirety by reference to such exhibits.
Item 2. Exhibits.
1. Rights Agreement, dated as of December
12, 1997, between Tribune Company and
First Chicago Trust Company of New York
(incorporated herein by reference to
Exhibit 1 to the Company's Report on Form
8-K filed on December 12, 1997 (the "Form
8-K")). Pursuant to the Rights Agree-
ment, printed Right Certificates will not
be mailed until as soon as practicable
after the earlier of the tenth day after
public announcement that a person or
group has acquired beneficial ownership
of 10% or more of the Common Shares or
the tenth business day (or such later
date as may be determined by action of
the Board of Directors) after a person
Page 5 of 7<PAGE>
commences, or announces its intention to
commence, a tender offer or exchange of-
fer the consummation of which would re-
sult in the beneficial ownership by a
person or group of 10% or more of the
Common Shares.
Page 6 of 7<PAGE>
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.
Dated: December 12, 1997
TRIBUNE COMPANY
By /s/ Crane H. Kenney
Crane H. Kenney
Vice President, General
Counsel and Secretary
Page 7 of 7<PAGE>
EXHIBIT LIST
Page No.
1. Rights Agreement, dated as of December 12, 1997
between Tribune Company and First Chicago Trust
Company of New York (incorporated herein by
reference to Exhibit 1 to the Form 8-K).
Pursuant to the Rights Agreement, printed Right
Certificates will not be mailed until as soon as
practicable after the earlier of the tenth day
after public announcement that a person or group
has acquired beneficial ownership of 10% or more
of the Common Shares or the tenth business day
(or such later date as may be determined by ac-
tion of the Board of Directors) after a person
commences, or announces its intention to com-
mence, a tender offer or exchange offer the
consummation of which would result in the
beneficial ownership by a person or group of 10%
or more of the Common Shares.
