AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 2000
REGISTRATION NO. 333-35422
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TRIBUNE COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 36-1880355
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
435 North Michigan Avenue, Chicago, Illinois 60611
(Address of Principal Executive Offices)
The Times Mirror Company 1997 Directors Stock Option Plan
The Times Mirror Company 1996 Management Incentive Plan
The Times Mirror Company 1996 Employee Stock Option Plan
The Times Mirror Company 1992 Key Employee Long-Term Incentive Plan
The Times Mirror Company 1988 Executive Stock Option Plan
The Times Mirror Company Non-Employee Director Stock Plan
(Full titles of the plans)
Crane H. Kenney, Esq.
435 North Michigan Avenue
Chicago, Illinois 60611
Telephone: (312) 222-9100
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
=====================================================================================
PROPOSED PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED(1) OFFERING OFFERING REGISTRATION
REGISTERED PRICE PER price(3) FEE(4)
SHARE(2)
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Common Stock, par value 17,000,000 $32.625 $183,565,770 $48,462
$.01 per share
=====================================================================================
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(1) This Post-Effective Amendment covers 17,000,000 shares of common stock,
par value $.01 per share, of the Registrant. The shares are issuable upon
exercise of stock options granted under the above-listed plans.
Registration fees in respect of 11,373,463 of such shares were paid at the
time of the filing of Amendment No. 1 to the Registration Statement on
Form S-4 (Registration No. 333-35422) on May 5, 2000 and are therefore not
included in the calculation of the registration fee in accordance with
Rule 457(b) of the Securities Act.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(f)(1) and 457(c) of the Securities Act, based on the average
of the high and low prices of Tribune common stock on July 31, 2000, as
reported on the New York Stock Exchange, Inc.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(f)(1) of the Securities Act, based on the product of the
amount to be registered (less 11,373,463 as described in (1) above)
multiplied by the proposed maximum offering price per share calculated as
described in (2) above.
(4) Calculated by multiplying 0.000264 by the proposed maximum
aggregate offering price.
This amendment shall become effective in accordance with the provisions of Rule
464 promulgated under the Securities Act of 1933.
<PAGE>
Tribune Company (the "Company") hereby files this post-effective amendment
to register on Form S-8 (the "Registration Statement") an aggregate of
17,000,000 shares of common stock, par value $.01 per share, of the Company (the
"Company Common Stock"), 11,373,463 of which shares were previously registered
in a registration statement on Form S-4 (File No. 333-35422) incorporated herein
by reference, for issuance pursuant to options granted under The Times Mirror
Company 1997 Directors Stock Option Plan, The Times Mirror Company 1996
Management Incentive Plan, The Times Mirror Company 1996 Employee Stock Option
Plan (Broad Based Employee Stock Option Plan), The Times Mirror Company 1992 Key
Employee Long-Term Incentive Plan, The Times Mirror Company 1988 Executive Stock
Option Plan and The Times Mirror Company Non-Employee Director Stock Plan (each,
a "Times Mirror Option Plan"), pursuant to the terms and conditions of the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 13,
2000, between the Company and The Times Mirror Company, a Delaware corporation
("Times Mirror"). Pursuant to the Merger Agreement, Times Mirror merged with and
into Tribune (the "Merger") on June 12, 2000.
In connection with the Merger, each share of common stock, par value $1.00
per share of Times Mirror ("Times Mirror Common Stock") has been converted into
either (1) $95 in cash, without interest or (2) 2.5 shares of Company Common
Stock. Each option to purchase shares of Times Mirror Common Stock granted under
a Times Mirror Option Plan and outstanding as of the effective time of the
Merger has been converted into either (1) a lump sum cash payment equal to the
product of (A) the number of shares of Times Mirror Common Stock subject to such
option and (B) the excess, if any, of $95.00 over the exercise price per share
of such option, or (2) an option to purchase shares of Company Common Stock on
substantially the same terms and conditions under the applicable Times Mirror
Option Plan, except that the number of shares of Company Common Stock subject to
such option will be adjusted to equal (A) the number of shares of Times Mirror
Common Stock subject to such option multiplied by (B) 2.5 (rounded, in the case
of fractional shares, up to the nearest whole share), and the exercise price per
share will be adjusted to equal (X) the exercise price of the applicable Times
Mirror option (Y) divided by 2.5 (rounded down to the nearest whole cent).
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Company with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 (the "Exchange
Act") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 26, 1999, as amended on Form 10-K/A on June 27, 2000.
(b) The Company's Quarterly Report on Form 10-Q for
the quarter ended March 26, 2000.
(c) The Company's Current Reports on Form 8-K filed on March 13,
March 14 and June 13, 2000.
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(d) The description of the Company's Common Stock set forth in its
Registration Statement on Form 8-A, dated September 8, 1983,
including any amendments or reports filed for the purpose of
updating that description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and made a part hereof from the date any
such document is filed. The information relating to the Company contained in
this Registration Statement does not purport to be complete and should be read
together with the information in the documents incorporated by reference herein.
Any statement contained herein or in a document incorporated herein by reference
shall be deemed to be modified or superseded for purposes hereof to the extent
that a subsequent statement contained herein or in any other subsequently filed
document incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The legality of the Company Common Stock offered hereby has been passed
upon for the Company by Crane H. Kenney, Senior Vice President, General Counsel
and Secretary of the Company. Mr. Kenney is a participant in the Company's stock
option plans and various other employee benefit plans offered to employees of
the Company.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145(a) of the Delaware General Corporation Law ("DGCL") provides,
in general, that a corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, other than an action by or in the right of the corporation,
because the person is or was a director or officer of the corporation. Such
indemnity may be against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding, if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation and if, with respect to any criminal
action or proceeding, the person did not have reasonable cause to believe the
person's conduct was unlawful.
Section 145(b) of the DGCL provides, in general, that a corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a
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judgment in its favor because the person is or was a director or officer of the
corporation, against any expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
be indemnified for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145(g) of the DGCL provides, in general, that a corporation shall
have the power to purchase and maintain insurance on behalf of any person who is
or was a director or officer of the corporation against any liability asserted
against the person in any such capacity, or arising out of the person's status
as such, whether or not the corporation would have the power to indemnify the
person against such liability under the provisions of the law.
Article TWELFTH of the Company's amended and restated certificate of
incorporation provides that the Company shall indemnify its directors and
officers to the fullest extent permitted by Delaware law. In accordance with
Section 102(b)(7) of the DGCL, the Company's amended and restated certificate of
incorporation provides that no directors of the Company shall be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director except for (i) breach of the director's duty of
loyalty to the Company or its stockholders, (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) unlawful payment of dividends under Section 174 of the DGCL or (iv)
transactions from which the director derives an improper personal benefit.
Pursuant to Section 145 of the DGCL and the Company's amended and restated
certificate of incorporation, the directors and officers of the Company are
covered by Directors and Officers Liability and Corporation Reimbursement
insurance policies.
The foregoing statements are subject to the detailed provisions of Section
145 of the DGCL and Article TWELFTH of the amended and restated certificate of
incorporation of the Company.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
See Exhibit Index located on page 8 hereof.
Item 9. Undertakings.
------------
A. The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended (the "Securities Act"); (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on the 3rd day of August
2000.
TRIBUNE COMPANY
By: /s/ CRANE H. KENNEY
-------------------
Crane H. Kenney
Senior Vice
President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated as of August 3, 2000.
SIGNATURE TITLE
--------- -----
* Chairman, President and Chief
------------------------------------ Executive
John W. Madigan Officer and Director
(principal executive officer)
* Senior Vice President/Finance and
------------------------------------ Administration
Donald C. Grenesko (principal financial officer)
* Vice President and Controller
------------------------------------ (principal accounting officer)
R. Mark Mallory
* Director
------------------------------------
Diego E. Hernandez
* Director
------------------------------------
Robert E. La Blanc
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* Director
------------------------------------
Nancy Hicks Maynard
* Director
------------------------------------
Andrew J. McKenna
* Director
------------------------------------
Kristie Miller
* Director
------------------------------------
James J. O'Connor
* Director
------------------------------------
Donald H. Rumsfeld
* Director
------------------------------------
Patrick G. Ryan
* Director
------------------------------------
Dudley S. Taft
* Director
------------------------------------
Arnold R. Weber
*By:/s/ CRANE H. KENNEY
-------------------
Crane H. Kenney
Attorney-in-fact
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EXHIBIT INDEX
-------------
Exhibit No. Exhibit
----------- -------
3.1 Amended and Restated Certificate of Incorporation
(Exhibit 3.1 to the Current Report on Form 8-K filed on
June 13, 2000).
3.2 Amended Bylaws (Exhibit 3.2 to the Current Report on
Form 8-K filed on June 13, 2000).
5.1 Opinion of Crane H. Kenney, Esq., as to legality of the
securities being registered.*
23.1 Consent of Crane H. Kenney, Esq. (included in Exhibit
5.1).*
23.2 Consent of PricewaterhouseCoopers LLP.*
23.3 Consent of Ernst & Young LLP.*
24 Power of Attorney (included on signature page to the
Registration Statement of Tribune Company (Registration
No. 333-35422) filed on April 21, 2000).
10.1 The Times Mirror Company 1988 Executive Stock Option
Plan (Exhibit A to the Proxy Statement, dated March 30,
1988, of the predecessor to The Times Mirror Company
("Old Times Mirror")).
10.2 The Times Mirror Company 1992 Key Employee Long-Term
Incentive Plan (Appendix A to Old Times Mirror's Proxy
Statement, dated March 20, 1992).
10.3 The Times Mirror Company 1996 Management Incentive Plan
(Exhibit 10.12 to The Times Mirror Company's 1995 Annual
Report on Form 10-K).
10.4 The Times Mirror Company Non-Employee Directors Stock
Plan (Exhibit 10.13 to The Times Mirror Company's 1995
Annual Report on Form 10-K).
10.5 The Times Mirror Company Non-Employee Directors Stock
Plan as amended and restated effective January 1, 1997
(Exhibit 10.14 to The Times Mirror Company's 1996 Annual
Report on Form 10-K).
10.6 The Times Mirror Company 1997 Directors Stock Option
Plan (Exhibit 10.15 to The Times Mirror Company's 1996
Annual Report on Form 10-K).
--------------
* Filed herewith. All other exhibits were previously filed.
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