- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 28, 1997 Commission file number 1-8572 TRIBUNE COMPANY (Exact name of registrant as specified in its charter) Delaware 36-1880355 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered ------------------- ------------------------ Common Stock (without par value) New York Stock Exchange Preferred Share Purchase Rights Chicago Stock Exchange Pacific Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X]. No [ ]. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Aggregate market value of the Company's voting and non-voting common equity held by non-affiliates on June 15, 1998, based upon the closing price of the Company's Common Stock as reported on the New York Stock Exchange Composite Transactions list for such date: approximately $6,527,000,000. At June 15, 1998 there were 121,767,845 shares of the Company's Common Stock outstanding. The following documents are incorporated by reference, in part: 1997 Annual Report to Stockholders (Parts I and II, to the extent described therein). Definitive Proxy Statement for the May 5, 1998 Annual Meeting of Stockholders (Part III, to the extent described therein). - -------------------------------------------------------------------------------- SIGNATURE The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for 1997 as set forth in the pages attached hereto: (a) Exhibit 23.1, Consent of Independent Accountants, is filed herewith. (b) Exhibit 99, Form 11-K financial statements relating to the Tribune Company Savings Incentive Plan, is filed herewith. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. TRIBUNE COMPANY (Registrant) Date: June 24, 1998 /s/ R. Mark Mallory ------------------- R. Mark Mallory Vice President and Controller (on behalf of the Registrant and as chief accounting officer) 2