SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(Exact name of registrant as specified in its charter)
DELAWARE 36-1880355
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(State of incorporation (I.R.S. Employer
or organization) 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 If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective upon filing is effective pursuant to
pursuant to General General Instruction A.(d),
Instruction A.(c), please please check the following
check the following box. [X] box. [ ]
Securities Act registration statement file number to which this
form relates: 333-74961
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(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
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Exchangeable Subordinated The New York Stock Exchange
Debentures due 2029
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Registrant's Exchangeable Subordinated
Debentures due 2029 (the "PHONES") to be registered hereunder is incorporated
herein by reference to the description included under the caption "Description
of Debt Securities" in the Registration Statement on Form S-3 of Tribune Company
(Registration No. 333-74961) (as the same may be amended from time to time the
"Registration Statement"). For purposes of such description, any prospectus
supplement relating to the Registration Statement filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, which purports to describe PHONES
shall be deemed to be incorporated herein by reference.
The Company has made an application for the listing of the PHONES on
The New York Stock Exchange.
ITEM 2. EXHIBITS
Exhibit No. Description
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1. Restated Certificate of Incorporation of Tribune Company, dated
April 21, 1987; Certificate of Designation of Series B Convertible
Preferred Stock, dated April 4, 1989 (incorporated by reference to
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for
1991).
2. Amended Certificate of Designation of Series A Junior Participating
Preferred Stock, dated December 2, 1997 (incorporated by reference
to Exhibit 3.1a to the Registrant's Annual Report on Form 10-K
for 1997).
3. By-Laws of Tribune Company, as amended (incorporated by reference
to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 27, 1998).
4. Subordinated Indenture dated as of April 1, 1999 between Tribune
Company and Bank of Montreal Trust Company (incorporated by
reference to Exhibit 4 to the Registrant's Current Report on Form
8-K dated April 5, 1999).
5. Form of Exchangeable Subordinated Debenture pursuant to the
Subordinated Indenture dated as of April 13, 1999 between Tribune
Company and Bank of Montreal Trust Company (incorporated by
reference to Exhibit 4 to the Registrant's Current Report on Form
8-K dated April 13, 1999).
<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, thereto duly authorized.
TRIBUNE COMPANY
Date: October 15, 1999
By: /s/ R. Mark Mallory
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Name: R. Mark Mallory
Title: Vice President and Controller
<PAGE>
Exhibit No. Description
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1. Restated Certificate of Incorporation of Tribune Company, dated
April 21, 1987; Certificate of Designation of Series B Convertible
Preferred Stock, dated April 4, 1989 (incorporated by reference to
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for
1991).
2. Amended Certificate of Designation of Series A Junior Participating
Preferred Stock, dated December 2, 1997 (incorporated by reference
to Exhibit 3.1a to the Registrant's Annual Report on Form 10-K
for 1997).
3. By-Laws of Tribune Company, as amended (incorporated by reference
to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 27, 1998).
4. Subordinated Indenture dated as of April 1, 1999 between Tribune
Company and Bank of Montreal Trust Company (incorporated by
reference to Exhibit 4 to the Registrant's Current Report on Form
8-K dated April 5, 1999).
5. Form of Exchangeable Subordinated Debenture pursuant to the
Subordinated Indenture dated as of April 13, 1999 between Tribune
Company and Bank of Montreal Trust Company (incorporated by
reference to Exhibit 4 to the Registrant's Current Report on Form
8-K dated April 13, 1999).
