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 a If this form relates to the
class of securities pursuant to Section 12(b) registration of a class of
of the Exchange Act and is effective securities pursuant to Section
pursuant to General Instruction A.(c), 12(g) of the Exchange Act and
please check the following box. is effective pursuant to
/x/ General Instruction A.(d),
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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Preferred Share Purchase Rights New York Stock Exchange
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.
On September 9, 1999, Tribune Company (the "Company") effected a two-for-one
common stock split in the form of a 100% stock distribution to shareholders of
record on August 19, 1999. The following description of the Company's preferred
share purchase rights gives effect to the adjustments resulting from such stock
split.
On December 2, 1997, 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, without par value (the "Common Shares"), of the Company. The
dividend was paid on January 5, 1998 (the "Record Date") to the record holders
of Common Shares on that date. Each Right, when and if it were to become
exercisable, originally entitled 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. As a result of the stock split, each Right, when and if it were to
become exercisable, currently entitles the registered holder to purchase one
two-hundredth of a Preferred Share at a price of $125 per one two-hundredth of
a Preferred Share. The description and terms of the Rights are set forth in a
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.
Until the earlier to occur of (i) 10 business 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 Foundation or any successor charitable entities (collectively, the
"Foundations"), 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 commence, 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 such outstanding Common Shares (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced, with respect to any of
the Common Share certificates outstanding as of the Record Date, by such Common
Share certificate with a copy of the Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution 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 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
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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.
The Rights are not exercisable until the Distribution 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 by the
Company, in each case, as described below.
The Purchase Price payable, and the number of 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 Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible 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 regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one two-hundredths of 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.
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 $1.00 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 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 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 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 Preferred Shares' dividend, liquidation and voting
rights, the value of the one two-hundredth interest in 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 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
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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 thereafter 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 two-hundredth of a
Preferred 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 Preferred Shares will be issued (other than
fractions which are integral multiples of one two-hundredth of 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 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 Company
may redeem the Rights in whole, but not in part, at a price of $.005 per Right
(the "Redemption Price"). The redemption 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. 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, except that from and after
such time as any person or group of affiliated or associated persons 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 because the Rights may
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be redeemed by the Company at the Redemption 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, specifying the terms of the Rights and including the form
of Amendment to Certificate of Designations setting forth the terms of the
Preferred Shares as an exhibit thereto, is incorporated herein by reference. The
Certificate of Adjustment dated July 28, 1999 is filed as an exhibit hereto. The
foregoing description of the Rights is qualified by reference to the Rights
Agreement and such exhibit.
Item 2. Exhibits.
Exhibit No. Description of Document
4.1 Rights Agreement, dated as of Incorporated herein by
December 12, 1997, between reference to Exhibit 1 to the
Tribune Company and First Company's Current Report on
Chicago Trust Company of New Form 8-K filed on December
York, as Rights Agent. 12, 1997.
4.2 Certificate of Adjustment to the
Rights Agreement dated
July 28, 1999.
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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: September 17, 1999 /s/ R. Mark Mallory
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R. Mark Mallory
Vice President and Controller
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EXHIBIT INDEX
Exhibit No. Exhibit Description
4.1 Rights Agreement, dated as of Incorporated herein by
December 12, 1997, between reference to Exhibit 1 to the
Tribune Company and First Company's Current Report on
Chicago Trust Company of New Form 8-K filed on December
York, as Rights Agent. 12, 1997.
4.2 Certificate of Adjustment to the
Rights Agreement dated July 28, 1999.
Exhibit 4.2
CERTIFICATE OF ADJUSTMENT
This is to certify pursuant to Section 12 of the Rights Agreement,
dated as of December 12, 1997 (the "Rights Agreement"), between Tribune Company
(the "Company") and First Chicago Trust Company of New York, as Rights Agent,
that:
I. Statement of Facts.
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At its July 27, 1999 meeting, the Company's Board of Directors declared
a two-for-one split of shares of common stock, without par value, of the Company
(the "Common Stock"), to be effected in the form of a 100% stock distribution
(the "Distribution") on September 9, 1999 to holders of record of the Common
Stock on August 19, 1999.
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 September 9, 1999, 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 share of Common Stock 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 28th day of July, 1999
TRIBUNE COMPANY
By: /s/ Crane H. Kenney
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Crane H. Kenney
Vice President, General
Counsel & Secretary
