SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 5, 1999
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TRIBUNE COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 1-8572 36-1880355
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
NOT APPLICABLE
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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Exhibits are filed herewith in connection with the Registration Statement
on Form S-3 (File No. 333-74961) originally filed March 24, 1999 by Tribune
Company (the "Company").
On April 5, 1999, the Company filed a preliminary prospectus supplement
dated April 2, 1999 pursuant to Rule 424(b) (the "Rule") of the Securities Act
of 1933, as amended, relating to Exchangeable Subordinated Debentures due 2029
(the "PHONES"), and executed the Indenture (the "Indenture") dated as of April
1, 1999 between the Company and Bank of Montreal Trust Company, as Trustee,
under which the PHONES are being issued.
On April 7, 1999, the Company entered into an Underwriting Agreement (the
"Underwriting Agreement") with certain underwriters relating to the PHONES.
On April 9, 1999, the Company filed a final prospectus supplement dated
April 7, 1999 (the "Prospectus Supplement") pursuant to the Rule, relating to
the PHONES.
The Indenture and the Underwriting Agreement, each of which is an exhibit
to the Registration Statement, are being filed as exhibits hereto. In addition,
a tax opinion, which also is an exhibit to the Registration Statement, relating
to certain disclosures contained in the Prospectus Supplement, is being filed as
an exhibit hereto.
Item 7. Financial Statements and Exhibits.
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The Company is filing herewith the following exhibits:
(c) Exhibits.
The exhibits accompanying this report are listed in the accompanying
Exhibit Index.
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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, thereto duly authorized.
TRIBUNE COMPANY
Date: April 9, 1999 By: /s/ Donald C. Grenesko
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Name: Donald C. Grenesko
Title: Senior Vice President/
Finance and Administration
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EXHIBIT INDEX
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The following exhibits are filed herewith and are exhibits to the
Company's Registration Statement on Form S-3, Registration No. 333-74961, as
noted below.
Registration No.
333-74961
Exhibit No. Exhibit No. Exhibit
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1 1.1 Underwriting Agreement dated April 7,
1999, among the Company and certain
underwriters named therein
4 4.2 Indenture dated as of April 1, 1999,
between the Company and Bank of
Montreal Trust Company, as Trustee.
8 8 Opinion of Sidley & Austin (relating to
tax matters).
23 23.3 Consent of Sidley & Austin (included in
Exhibit 8).