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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): July 30, 1998
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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)
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Item 5. Other Events.
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On July 31, 1998, Tribune Company ("Tribune") announced the offering of
three-year notes in the form of Debt Exchangeable for Common Stock(SM)
(DECS(SM)) exchangeable at maturity on August 15, 2001 into The Learning
Company ("TLC") common shares or, at Tribune's option, into an equivalent
amount of cash.
Tribune has offered 4.6 million DECS at an issue price of $27.9375 per DECS,
for gross proceeds of $128.5 million. The coupon on the DECS is 6 1/4 percent,
and the notes are not callable prior to maturity. With the DECS structure,
Tribune retains all of the first 20.4 percent market value appreciation in The
Learning Company common stock from $27.9375 and 16.9 percent of all further
appreciation above $33.625, but does not share in any decline in value of TLC
common stock below $27.9375.
Tribune acquired its 5.2 million shares of TLC common stock in connection with
its sale of its Compton's New Media subsidiary to The Learning Company in
December 1995.
Salomon Smith Barney was the sole manager on the offering. The DECS will be
listed on the NYSE under the symbol "TRD". Tribune has granted Salomon Smith
Barney an over-allotment option to purchase up to .6 million (the remaining
shares held by Tribune) additional DECS at the issue price.
Item 7. Financial Statements and Exhibits.
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Tribune Company is filing herewith the following exhibits:
(c) Exhibits.
Exhibit
Number Description
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1 Underwriting Agreement, dated July 30, 1998, among Tribune Company, The
Learning Company and Smith Barney Inc.
4.1 Form of First Supplemental Indenture between Tribune Company and Bank
of Montreal Trust Company, as Trustee.
4.2 Form of Global Note
99.1 Form of Securities Loan Agreement between Tribune Company and Smith
Barney Inc.
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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, thereto duly authorized.
TRIBUNE COMPANY
(Registrant)
Date: August 4, 1998 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
Exhibit Number Description of Exhibit
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1 Underwriting Agreement, dated July 30, 1998,
among Tribune Company, The Learning Company and Smith
Barney Inc.
4.1 Form of First Supplemental Indenture between
Tribune Company and Bank of Montreal Trust Company, as
Trustee.
4.2 Form of Global Note
99.1 Form of Securities Loan Agreement between Tribune
Company and Smith Barney Inc.