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
July 27, 1999
-------------
Date of Report (Date of Earliest Event Reported)
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
<PAGE>
Item 5. Other Events
On July 27, 1999, Tribune Company (the "Company") announced that its Board of
Directors had declared a two-for-one stock split (the "Stock Split") to be
effected by a 100% stock dividend to be distributed on September 9, 1999 (the
"Distribution Date") to stockholders of record of the Company's common stock,
without par value ("Common Stock"), as of the close of business on August
19,1999. In connection therewith, on the Distribution Date, the Company will
issue approximately 163,600,000 additional shares of Common Stock thereby
increasing its issued shares to approximately 327,200,000 (including a total of
89,900,00 treasury shares).
The Stock Split will trigger adjustments to the Company's Preferred Stock
Purchase Rights (the "Rights") issued under the Rights Agreement, dated as of
December 12, 1997 (the "Rights Agreement"), between the Company and First
Chicago Trust Company of New York, as Rights Agent. After the Stock Split, when
and if the Rights become exercisable, each Right will entitle the holder to
purchase one two-hundredth (1/200) of a share of the Company's Series A Junior
Participating Preferred Stock (the "Series A Preferred Shares") for $125, rather
than the current one one-hundredth (1/100) of a share for $250. In addition, the
redemption price for the Rights will be reduced from $.01 per Right to $.005 per
Right. The Series A Preferred Shares will also be adjusted as a result of the
Stock Split so that one two-hundredth of a Series A Preferred Share will be
economically equivalent to one share of Common Stock. Reference is made to the
Rights Agreement, included as an Exhibit to the Company's Registration Statement
on Form 8-A filed on December 12, 1997, for a more complete description of the
terms of the Rights.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 Press release issued by Tribune Company on July 27, 1999
announcing the stock split.
2
<PAGE>
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: July 28, 1999 /s/ R. Mark Mallory
-------------------
R. Mark Mallory
Vice President and Controller
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Description
- ----------- -------------------
99 Press release issued by Tribune Company on July 27, 1999
announcing the stock split.
4
EXHIBIT 99
TRIBUNE TO SPLIT COMMON STOCK 2 FOR 1;
SHARES DISTRIBUTED SEPT. 9 TO HOLDERS OF RECORD AUG. 19
CHICAGO, Tues., July 27, 1999 - Tribune Company's (NYSE: TRB) board of directors
approved a two-for-one stock split at its meeting today. One share of common
stock will be distributed on Sept. 9, 1999 for each share owned by holders of
record at the close of business on Aug. 19, 1999.
"The value of Tribune stock has continued to increase as investors have
responded favorably to the consistent earnings growth in our broadcasting,
publishing and education businesses; the creation of the Tribune Interactive
business group; and our ability to capitalize on our investments in Internet and
new-media companies," John W. Madigan, chairman, president and CEO said. "With
our current momentum, we're confident in our ability to deliver long-term
shareholder value."
Tribune's previous stock splits, also two for one, occurred in January 1997 and
May 1987. Tribune became a public company in 1983. There were about 118 million
common shares outstanding at the end of the second quarter 1999.
The board also declared a regular quarterly dividend of $.18 per share of common
stock (on a pre-split basis) payable on Sept. 9, 1999 to shareholders of record
at the close of business on Aug. 19, 1999.
Tribune 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. In 1999, for the second
straight year, Tribune ranked No. 1 among its industry peers in Fortune
magazine's list of America's most-admired companies.
Financial data and general information may be found on Tribune's World Wide Web
site: http://www.tribune.com. Earnings and other news releases also can be
accessed by calling 1-800-757-1694.
MEDIA AND INVESTOR CONTACT:
Ruthellyn Musil
312/222-3787 (Office)
312/222-1573 (Fax)
[email protected]
