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
March 25, 1997
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Date of Report (Date of Earliest Event Reported)
TRIBUNE COMPANY
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-8572 36-1880355
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(Commission File Number) (IRS Employer Identification No.)
435 North Michigan Avenue, Chicago, Illinois 60611
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 222-9100
Item 2. Acquisition or Disposition of Assets
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On March 25, 1997, Tribune Company (the "Company") completed its
acquisition of Renaissance Communications Corp. ("Renaissance") for
approximately $1.1 billion in cash, or $36 per Renaissance common share.
Renaissance was a publicly traded company owning six television stations
- -WB affiliates KDAF-Dallas and WDZL-Miami and Fox affiliates KTXL-Sacramento,
WXIN-Indianapolis, WTIC-Hartford and WPMT-Harrisburg. The Company financed the
acquisition with available cash and a combination of short and medium- to
long-term debt.
The Federal Communications Commission ("FCC") order granting the Company's
application to acquire the Renaissance stations contained waivers of two FCC
rules. First, the FCC temporarily waived its duopoly rule relating to the
overlap of WTIC's and WPMT's broadcast signals with those of other Tribune
Company stations. The temporary waivers were granted subject to the outcome of
pending FCC rulemaking that is expected to make duopoly waivers unnecessary.
Second, the FCC granted a 12-month waiver of its rule prohibiting television/
newspaper cross-ownership in the same market, relating to the Miami television
station and the Company's Fort Lauderdale Sun-Sentinel. The Company plans to
appeal the FCC's ruling on the cross-ownership issue. The Company cannot predict
the outcome of such FCC rulemaking or any such appeal.
On March 25, 1997, the Company issued a press release relating to the
completion of the acquisition, a copy of which is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired
(1) The audited financial statements of Renaissance Communications
Corp. for the year ended December 31, 1995 (incorporated by
reference to Tribune Company's Form 8-K dated July 26, 1996).
(2) The unaudited financial statements of Renaissance Communications
Corp. for the three months and nine months ended September 30, 1996
and September 30, 1995 (incorporated by reference to Tribune
Company's Form 8-K/A-3, Amendment No. 3, dated July 26, 1996 and
filed on November 8, 1996).
(b) Pro Forma Financial Information
The Tribune Company unaudited pro forma condensed consolidated balance
sheet as of September 29, 1996 and unaudited pro forma condensed
consolidated statements of income for the fiscal year ended December 31,
1995 and the first three quarters ended September 29, 1996 (incorporated
by reference to Tribune Company's Form 8-K/A-3, Amendment No. 3, dated
July 26, 1996 and filed on November 8, 1996).
(c) Exhibits
See Exhibit Index for list of exhibits.
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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: March 26, 1997 /s/ R. Mark Mallory
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R. Mark Mallory
Vice President and Controller
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EXHIBIT INDEX
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Exhibit
Number Exhibit Description
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99.1 Press release dated March 25, 1997.
99.2 Audited financial statements of Incorporated by reference
Rennaissance Communications Corp. to Tribune's Form 8-K
for the year ended December 31, 1995. dated July 26, 1996.
99.3 Unaudited financial statements of Incorporated by reference
Renaissance Communications Corp. for to Tribune's Form 8-K/A-3,
the three months and nine months ended Amendment No. 3, dated
September 30, 1996 and September 30, 1995. July 26, 1996 (date of
earliest event reported)
filed on November 8, 1996.
99.4 Tribune Company unaudited pro forma Incorporated by reference
condensed consolidated balance sheet to Tribune's Form 8-K/A-3,
as of September 29, 1996 and unaudited Amendment No. 3, dated
pro forma condensed consolidated July 26, 1996 (date of
statements of income for the fiscal year earliest event reported)
ended December 31, 1995 and the first filed on November 8, 1996.
three quarters ended September 29, 1996.
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