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
March 25, 1997
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Date of Report (Date of Earliest Event Reported)
TRIBUNE COMPANY
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-8572 36-1880355
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(Commission File Number) (IRS Employer Identification No.)
435 North Michigan Avenue, Chicago, Illinois 60611
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 222-9100
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Item 2. Acquisition or Disposition of Assets
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On March 25, 1997, Tribune Company (the "Company") completed its
acquisition of Renaissance Communications Corp. ("Renaissance") for
approximately $1.1 billion in cash, or $36 per Renaissance common share.
Renaissance was a publicly traded company owning six television stations
- -WB affiliates KDAF-Dallas and WDZL-Miami and Fox affiliates KTXL-Sacramento,
WXIN-Indianapolis, WTIC-Hartford and WPMT-Harrisburg. The Company financed the
acquisition with available cash and a combination of short and medium- to
long-term debt.
The Federal Communications Commission ("FCC") order granting the Company's
application to acquire the Renaissance stations contained waivers of two FCC
rules. First, the FCC temporarily waived its duopoly rule relating to the
overlap of WTIC's and WPMT's broadcast signals with those of other Tribune
Company stations. The temporary waivers were granted subject to the outcome of
pending FCC rulemaking that is expected to make duopoly waivers unnecessary.
Second, the FCC granted a 12-month waiver of its rule prohibiting television/
newspaper cross-ownership in the same market, relating to the Miami television
station and the Company's Fort Lauderdale Sun-Sentinel. The Company plans to
appeal the FCC's ruling on the cross-ownership issue. The Company cannot predict
the outcome of such FCC rulemaking or any such appeal.
On March 25, 1997, the Company issued a press release relating to the
completion of the acquisition, a copy of which is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired
(1) The audited financial statements of Renaissance Communications
Corp. for the year ended December 31, 1995 (incorporated by
reference to Tribune Company's Form 8-K dated July 26, 1996).
(2) The unaudited financial statements of Renaissance Communications
Corp. for the three months and nine months ended September 30, 1996
and September 30, 1995 (incorporated by reference to Tribune
Company's Form 8-K/A-3, Amendment No. 3, dated July 26, 1996 and
filed on November 8, 1996).
(b) Pro Forma Financial Information
The Tribune Company unaudited pro forma condensed consolidated balance
sheet as of September 29, 1996 and unaudited pro forma condensed
consolidated statements of income for the fiscal year ended December 31,
1995 and the first three quarters ended September 29, 1996 (incorporated
by reference to Tribune Company's Form 8-K/A-3, Amendment No. 3, dated
July 26, 1996 and filed on November 8, 1996).
(c) Exhibits
See Exhibit Index for list of exhibits.
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SIGNATURE
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
(Registrant)
Date: March 26, 1997 /s/ R. Mark Mallory
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R. Mark Mallory
Vice President and Controller
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EXHIBIT INDEX
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Exhibit
Number Exhibit Description
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99.1 Press release dated March 25, 1997.
99.2 Audited financial statements of Incorporated by reference
Rennaissance Communications Corp. to Tribune's Form 8-K
for the year ended December 31, 1995. dated July 26, 1996.
99.3 Unaudited financial statements of Incorporated by reference
Renaissance Communications Corp. for to Tribune's Form 8-K/A-3,
the three months and nine months ended Amendment No. 3, dated
September 30, 1996 and September 30, 1995. July 26, 1996 (date of
earliest event reported)
filed on November 8, 1996.
99.4 Tribune Company unaudited pro forma Incorporated by reference
condensed consolidated balance sheet to Tribune's Form 8-K/A-3,
as of September 29, 1996 and unaudited Amendment No. 3, dated
pro forma condensed consolidated July 26, 1996 (date of
statements of income for the fiscal year earliest event reported)
ended December 31, 1995 and the first filed on November 8, 1996.
three quarters ended September 29, 1996.
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Exhibit 99.1
TRIBUNE
Press Release
TRIBUNE COMPLETES ACQUISITION OF RENAISSANCE COMMUNICATIONS
TV station group now No. 2 in U.S. with 33.4% household coverage, 70% with cable
Broadcast contribution to cash flow to increase significantly
CHICAGO, Tuesday, Mar. 25, 1997 - Tribune (NYSE: TRB) has completed the
acquisition of Renaissance Communications Corp. (NYSE: RRR) for $1.1 billion in
cash ($36 a share) and is now the nation's second largest television group in
total household coverage with 33.4 percent, or about 70 percent including cable
coverage with superstation WGN-TV. With the six Renaissance stations, Tribune
now owns 16 network-affiliated stations in major U.S. markets including 8 of the
top 11 markets.
"Renaissance brings a new balance to Tribune as we position ourselves toward
higher-growth businesses," John W. Madigan, chairman, president and CEO, said.
"As a result of this acquisition, our broadcasting segment will now contribute
significantly more of the company's cash flow. This is an important step in
maximizing our content and distribution assets to increase shareholder value."
"Renaissance is a great strategic match for Tribune. It was the premium pick of
independent group assets available in a consolidating marketplace," Dennis J.
FitzSimons, Tribune Broadcasting executive vice president, said. "The
acquisition will be accretive to cash flow immediately. Renaissance stations
enhance our revenue and position us for overall margin expansion. They're great
stations and very similar to the ones we own - well managed, in excellent
markets and with strong ties to their local communities.
"We now have stations in 8 of the top 11 markets and in 14 of the top 30,"
FitzSimons said. "This reach gives us an advantage in the syndication market,
and there's plenty of room for us to grow by acquiring other stations. Factoring
in the FCC's UHF discount, Tribune's household coverage for FCC purposes is 25
percent, well under the current 35 percent cap. We'll also see immediate annual
cost savings of about $4 million when we eliminate the Renaissance corporate
overhead."
In approving the transaction, announced in July 1996, the FCC granted a
temporary waiver of 12 months for Tribune's ownership of WDZL in Miami, during
which time the agency is expected to evaluate its current television/newspaper
cross-ownership rules. The FCC effectively granted Tribune permanent waivers for
WTIC-TV in Hartford and WPMT in Harrisburg by deferring their decision until the
current rulemaking procedure on duopoly has finished. As they noted in the
Order, the proposed rules would permit Grade B signal overlaps and would thereby
eliminate the need for waivers in both cases.
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Two Renaissance stations join eight Tribune stations as WB Network affiliates.
Four Renaissance stations are affiliated with the Fox Network. Tribune's Atlanta
station is a CBS affiliate and its New Orleans station is an ABC affiliate (see
attached schedule).
In 1996, Tribune generated record EBITDA (earnings before interest, taxes,
depreciation, amortization and non-recurring items) of $623 million, of which
broadcasting represented 38 percent, or $236 million. Renaissance generated $71
million in 1996 EBITDA. The combined companies would have reported $694 million
in EBITDA, with broadcasting contributing 44 percent of total company EBITDA.
Tribune is financing the transaction with a combination of short- and long-term
debt. Total debt is now approximately $1.8 billion. EBITDA from the six stations
is expected to more than cover the interest expense associated with the
financing. Dilution to 1997 earnings is expected to be in the 7 percent range
due to the amortization of goodwill.
Tribune (NYSE: TRB) is a leading media company with operations in television and
radio broadcasting, publishing, education and interactive ventures. It is an
industry leader in venture partnerships with new media companies.
Tribune Broadcasting owns and operates 16 television stations -- in New York
(No. 1 market), Los Angeles (2), Chicago (3), Philadelphia (4), Boston (6),
Dallas (8), Atlanta (10), Houston (11), Miami (16), Denver (18), Sacramento
(20), Indianapolis (25), San Diego (26), Hartford (27), New Orleans (41), and
Harrisburg (45) -- and manages a station in Washington, D.C. (7). Tribune owns
minority interests in the WB Network and Qwest Broadcasting LLC., which operates
stations in Atlanta and New Orleans. Tribune Broadcasting also owns and operates
five radio stations, including WQCD-FM in New York, three stations in Denver,
and WGN-AM in Chicago, the top-billing radio station in the United States.
Tribune Entertainment produces and syndicates first-run television programming.
Tribune Publishing publishes four market-leading newspapers -- the Chicago
Tribune, the Ft. Lauderdale-based Sun-Sentinel, The Orlando Sentinel and the
Hampton Roads (Va.)-based Daily Press, all of which are prominent providers of
interactive content and services. Tribune Media Services syndicates information
and features.
Tribune Education is the nation's No. 1 producer of supplemental learning
materials and is a leader in producing products and services for the school and
consumer markets. Its companies are The Wright Group, Educational Publishing
Corporation, NTC/Contemporary Publishing Company and Everyday Learning Company.
Tribune's financial strategies include measuring performance based upon
Shareholder Value Added and regular stock repurchases. Of a 1995 board
authorization to repurchase 10 million shares of common stock, nearly 6 million
shares have been repurchased to date.
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More information on Tribune is available on the World Wide Web:
http://www.tribune.com. Earnings and other news releases also can be accessed by
calling 1-800-757-1694.
A conference call will be held at 9:30 a.m. (CST) Wed., March 26. To
participate, please call 1-800-633-8942 at 9:20 a.m. and ask to be put on the
Tribune call.
A recording of the call will be available for 48 hours as of noon Wednesday by
calling 1-800-633-8284 and entering the number 2613035.
This press release includes statements that may be considered forward looking,
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Although Tribune believes the expectations contained in such
forward-looking statements are reasonable, the company does not assure that such
expectations will prove to be correct. This information may involve risk and
uncertainties that could cause actual results to differ materially from
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, factors detailed in the company's
Securities and Exchange Commission filings.
Attachments: Market share table
MEDIA CONTACT: INVESTOR CONTACT:
Megan Bueschel Ruthellyn Musil
312/222-3456 (Office) 312/222-3787 (Office)
847/202-9116 (Home) 847/559-0852 (Home)
312/222-1573 (Fax) 312/222-1573 (Fax)
[email protected] [email protected]
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<TABLE>
<CAPTION>
Tribune Television Stations (March 1997)
Market Network U.S. Household Coverage w/
Location Ranking Affiliation Penetration FCC Discount VHF/UHF
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<S> <C> <C> <C> <C> <C> <C>
WPIX New York 1 WB 6.9% 6.9% VHF
KTLA Los Angeles 2 WB 5.1% 5.1% VHF
WGN Chicago 3 WB 3.2% 3.2% VHF
WPHL Philadelphia 4 WB 2.7% 1.3% UHF
WLVI Boston 6 WB 2.2% 1.1% UHF
KDAF Dallas 8 WB 1.9% 1.0% UHF
WGNX Atlanta 10 CBS 1.7% .8% UHF
KHTV Houston 11 WB 1.7% .8% UHF
WDZL Miami 16 WB 1.4% .7% UHF
KWGN Denver 18 WB 1.2% 1.2% VHF
KTXL Sacramento 20 Fox 1.2% .6% UHF
WXIN Indianapolis 25 Fox 1.0% .5% UHF
KSWB San Diego 26 WB 1.0% .5% UHF
WTIC Hartford 27 Fox 1.0% .5% UHF
WGNO New Orleans 41 ABC .6% .3% UHF
WPMT Harrisburg 45 Fox .6% .3% UHF
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TOTAL 33.4% 24.8%
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</TABLE>
