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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
Date of Report (Date of earliest event reported): March 13, 2000
TRIBUNE COMPANY
(Exact name of Registrant as Specified in its Charter)
Delaware 1-8572 36-1880355
(State or other (Commission File (I.R.S. Employer
jurisdiction of incorporation Number) Identification No.)
or organization)
435 North Michigan Avenue, Chicago, Illinois 60611
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(312) 222-9100
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ITEM 5. OTHER EVENTS.
On March 13, 2000, Tribune Company (the "Company") executed an
Agreement and Plan of Merger (the "Merger Agreement") with The Times Mirror
Company ("Times Mirror"), pursuant to which, and subject to the terms and
conditions set forth therein, among other things, (i) the Company will make a
cash tender offer (the "Offer") for up to 28 million shares (approximately 48%)
of the outstanding Series A common stock and Series C common stock of Times
Mirror (collectively, the "Times Mirror Common Stock") at a price of $95 per
share of Times Mirror Common Stock, and (ii) following completion or expiration
of the Offer, Times Mirror will merge with and into the Company (the "Merger")
in a transaction in which each Times Mirror stockholder will receive 2.5 shares
of common stock of the Company ("Company Common Stock") for each share of Times
Mirror Common Stock. In addition, if fewer than 28 million shares of Times
Mirror Common Stock are purchased in the Offer, Tribune may purchase Times
Mirror shares in the market and Times Mirror stockholders may elect, in the
Merger, to exchange each share of Times Mirror Common Stock for (i) $95 in cash,
up to the balance of the 28 million shares, or (ii) 2.5 shares of Company Common
Stock.
Consummation of the Offer is conditioned upon at least 15 million
shares of Times Mirror Common Stock being validly tendered and not withdrawn in
the Offer. Consummation of the Offer and the Merger is subject to regulatory and
other customary conditions, including the expiration or termination of any
waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. In addition, the Merger is subject to the
approval of Times Mirror's stockholders and the Company's stockholders.
The Chandler Trusts have executed a voting agreement pursuant to
which and subject to the terms and conditions of which, among other things, the
Chandler Trusts have committed to vote their shares of capital stock of Times
Mirror in favor of the Merger Agreement and the transactions contemplated
thereby, including the Merger.
The Company expects the Offer to be completed in mid-April 2000 and
the Merger to be completed in the second or third quarter of 2000. The Company
expects the Merger to be tax-free to Times Mirror stockholders to the extent
they elect to take Company Common Stock in the Merger.
On March 13, 2000, the Company issued a press release announcing the
Merger Agreement, the Offer and the Merger. A copy of such press release is
attached hereto as Exhibit 99.1.
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ITEM 7. EXHIBITS.
Exhibit No. Description
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99.1 Press Release, dated March 13, 2000.
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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 hereunto duly authorized.
TRIBUNE COMPANY
(Registrant)
Date: March 13, 2000 By: /s/ Crane H. Kenney
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Name: Crane H. Kenney
Title: Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated March 13, 2000.
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