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
January 8, 1996
Date of Report
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
Item 5. Other Events
On December 23, 1995, Tribune Company announced that it had agreed to
sell all of its holdings in QUNO Corporation as part of QUNO's merger with
Donohue Inc. Donohue will pay C$30.50 per common QUNO share, primarily in cash,
plus notes and Donohue stock. The transaction is scheduled to close in the first
quarter of 1996.
Tribune owns 34 percent of QUNO's common stock plus $138.8 million in
convertible debt. Upon conversion of the debt, Tribune's equity ownership
increases to 53 percent, or 19.2 million of 36 million common shares
outstanding.
Tribune's gross proceeds from the sale will be valued at approximately
US$425 million (C$585 million), consisting of approximately US$285 million cash,
short term notes valued at approximately US$75 million and Donohue common stock
currently worth about US$65 million. After-tax proceeds will be about US$330
million. Tribune will own about 6 percent of Donohue upon closing of the
transaction. Tribune will record a gain upon completion of the transaction. The
exact amount of the proceeds received and the gain recorded will depend on
several factors at the date the transaction is consummated, including the U.S.
dollar exchange rate and Donohue's stock price.
Item 7. (c) Exhibits
99.1 Press Release issued by Tribune Company on
December 23, 1995.
99.2 Pre-Amalgamation Agreement among Donohue Inc., a
corporation amalgamated under the laws of Quebec,
("Donohue"), and Tribune Company, a company incorporated
under the laws of Delaware, ("Tribune") and QUNO
Corporation, a corporation amalgamated under the laws of
Quebec, (the "Corporation").
99.3 Pre-Amalgamation Amendment Agreement
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SIGNATURES
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
By /s/ R. Mark Mallory
-------------------
R. Mark Mallory
Vice President and Controller
January 8, 1996
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EXHIBIT INDEX
Exhibit No. Exhibit Description
99.1 Press Release issued by Tribune Company on
December 23, 1995.
99.2 Pre-Amalgamation Agreement among Donohue Inc., a
corporation amalgamated under the laws of Quebec,
("Donohue"), and Tribune Company, a company incorporated
under the laws of Delaware, ("Tribune") and QUNO
Corporation, a corporation amalgamated under the laws of
Quebec, (the "Corporation").
99.3 Pre-Amalgamation Amendment Agreement
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