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EXHIBIT 4.2
[FORM OF NOTE]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR THE INDIVIDUAL DEBT SECURITIES REPRESENTED HEREBY, THIS GLOBAL
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
NO. CUSIP NO.
896047206
[Form of Face of DECS]
TRIBUNE COMPANY
DECS (SM)
(Debt Exchangeable for Common Stock (SM)
6 1/4% Exchangeable Note Due August 15, 2001
(Subject to Exchange at Maturity into Shares of Common Stock,
Par Value $.01 Per Share, of The Learning Company, Inc.)
Tribune Company, a Delaware corporation (hereinafter called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for
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value received, hereby promises to exchange with CEDE & CO. or registered
assigns, on August 15, 2001 a number of shares of Common Stock, par value $.01
per share (the "Learning Common Stock"), of the Learning Company, Inc. ("The
Learning Company") (or, at the Company's option, the cash equivalent thereof
and/or such other consideration as permitted or required by the terms of the
DECS) at the Exchange Rate (as defined herein), and to pay interest (computed
on the basis of a 360-day year of twelve 30-day months) on such principal
amount from the date of original issuance or from the most recent Interest
Payment Date (as defined below) to which interest has been paid or duly
provided for, quarterly on February 15, May 15, August 15 and November 15 of
each year (each, an "Interest Payment Date" and, collectively, the "Interest
Payment Dates"), commencing November 15, 1998, at the rate per annum specified
in the title of this note, until Maturity. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in said Indenture, be paid to the person in whose name this
DECS (or the DECS in exchange or substitution for which this DECS was issued)
is registered at the close of business on the Regular Record Date (as defined
below) for interest payable on such Interest Payment Date. The Regular Record
Date for any interest payment is the close of business on the February 1, May
1, August 1 and November 1 immediately preceding the relevant Interest Payment
Date, whether or not a Business Day (as defined below), provided that interest
payable at Maturity shall be payable to the person to whom the Learning Common
Stock is deliverable. In any case where such Interest Payment Date shall not
be a Business Day, then (notwithstanding any other provision of said Indenture
or this DECS) payment of such interest need not be made on such date, but may
be made on the next succeeding Business Day with the same force and effect as
if made on such Interest Payment Date, and, if such payment is so made, no
interest shall accrue for the period from and after such Interest Payment Date.
Any such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the registered Holder on such Regular Record Date, and
may be paid to the person in whose name this DECS (or the DECS in exchange or
substitution for which this DECS was issued) is registered at the close of
business on a record date for the payment of such interest to be fixed by the
Trustee for the DECS, notice whereof shall be given to Holders of the DECS not
less than ten days prior to such record date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the DECS may be listed and not deemed impracticable by the
Trustee, and upon such notice as may be required by such exchange.
At Maturity, the principal amount of this DECS will be mandatorily
exchanged into a number of shares of Learning Common Stock, at the Exchange
Rate. The "Exchange Rate" is equal to (a) if the Maturity Price (as defined
below) is greater than or equal to $33.625 (the "Threshold Appreciation
Price"), .8309 shares of Learning Common Stock per DECS, (b) if the Maturity
Price is less than the Threshold Appreciation Price but is greater than
$27.9375 (the "Initial Price"), a fraction equal to the Initial Price divided
by the Maturity Price of one share of Learning Common Stock per DECS (such
fractional share being calculated to the nearest 1/10,000th of a share or, if
there is not a nearest 1/10,000th of a share, to the next higher 1/10,000th of
a share) and (c) if the Maturity Price is less than or equal to the Initial
Price, one
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share of Learning Common Stock per DECS. Any shares of Learning Common Stock
delivered by the Company to the Holders of the DECS that are not affiliated
with The Learning Company shall be free of any transfer restrictions except to
the extent any transfer restrictions are caused by the Holders of DECS, and the
holders of DECS will be responsible for the payment of any and all brokerage
costs upon the subsequent sale of such shares. No fractional shares of
Learning Common Stock will be issued at Maturity as provided in the Indenture.
The Company may at its option, in lieu of delivering shares of Learning
Common Stock, deliver cash in an amount equal to the value of such number of
shares of Learning Common Stock at the Maturity Price as provided in the
Indenture; provided, however, that if such option is exercised, the Company
shall deliver cash with respect to all, but not less than all, of the shares of
Learning Common Stock that would otherwise be deliverable.
Notwithstanding the foregoing, (i) in the case of certain dilution events,
the Exchange Rate will be subject to adjustment and (ii) in the case of certain
adjustment events, the consideration received by Holders of DECS at Maturity
will be shares of Learning Common Stock, other securities and/or cash, each as
provided in the Indenture.
The "Maturity Price" is defined as the average Closing Price per share of
Learning Common Stock on the 20 Trading Days immediately prior to (but not
including) the date of Maturity or, under certain circumstances as provided in
the Indenture, the market value per share of Learning Common Stock as of the
date of Maturity as determined by a nationally recognized investment banking
firm retained for this purpose by the Company. The "Closing Price" of any
security on any date of determination means (i) the closing sale price (or, if
no closing sale price is reported, the last reported sale price) of such
security (regular way) on the New York Stock Exchange (the "NYSE") on such
date, (ii) if such security is not listed for trading on the NYSE on any such
date, as reported in the composite transactions for the principal United States
securities exchange on which such security is so listed, (iii) if such security
is not so listed on a United States national or regional securities exchange,
as reported by the Nasdaq Stock Market, (iv) if such security is not so
reported, the last quoted bid price for such security in the over-the counter
market as reported by the National Quotation Bureau or similar organization or
(v) if such security is not so quoted, the average of the mid-point of the last
bid and ask prices for such security from each of at least three nationally
recognized investment banking firms selected for this purpose by the Company.
A "Trading Day" is defined as a Business Day on which the security the Closing
Price of which is being determined (i) is not suspended from trading on any
national or regional securities exchange or association or over-the-counter
market at the close of business and (ii) has traded at least once on the
national or regional securities exchange or association or over-the-counter
market that is the primary market for the trading of such security. "Business
Day" means any day that is not a Saturday, a Sunday or a day on which the NYSE,
banking institutions or trust companies in The City of New York, New York are
authorized or obligated by law or executive order to close.
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Interest on this DECS will be payable, and delivery of Learning Common
Stock (or, at the Company's option, its cash equivalent and/or such other
consideration as permitted or required herein and in the Indenture) in exchange
for the principal amount of this DECS at Maturity will be made upon surrender
of this DECS, at the office or agency of the Company maintained for that
purpose, and payment of interest on (and, if the Company elects not to deliver
Learning Common Stock and/or other securities upon exchange at Maturity, the
cash equivalent thereof payable upon exchange for the principal amount of) this
DECS will be made in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the persons in whose names the DECS are registered on
the close of business on the February 1, May 1, August 1 and November 1
immediately preceding the relevant Interest payment Date. Initially, such
office shall be the principal corporate trust office of the Trustee in New York
City, which is located at 77 Water Street, New York, New York 10005
ADDITIONAL PROVISIONS OF THIS DECS ARE CONTAINED ON THE REVERSE HEREOF AND
SUCH PROVISIONS SHALL HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS
PLACE.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee for this DECS by manual signature, this DECS shall not be
entitled to any benefit under the Indenture, or be valid or obligatory for any
purpose. "DECS" and "Debt Exchangeable for Common Stock" are service marks of
Salomon Brothers Inc.
IN WITNESS WHEREOF, Tribune Company has caused this instrument to be duly
executed under its corporate seal.
Dated: TRIBUNE COMPANY
By:
Name:
Title:
Attest:
Name:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities issued under the within-mentioned Indenture.
BANK OF MONTREAL TRUST
COMPANY, as Trustee
By:
Authorized Officer
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[Form of Reverse of DECS]
TRIBUNE COMPANY
6 1/4% Exchangeable Note Due August 15, 2001
(Subject to Exchange at Maturity into Shares of Common Stock,
Par Value $.01 Per Share, of The Learning Company, Inc.)
This DECS is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness (hereinafter called the "Debt Securities") of the
Company of the series hereinafter specified, which DECS are limited in
aggregate principal amount to $200 million, all such Debt Securities issued
and to be issued under an indenture dated as of January 1, 1997, as
supplemented by the First Supplemental Indenture dated July __, 1998 (as so
supplemented and as may be further supplemented from time to time, the
"Indenture") between the Company and Bank of Montreal Trust Company, as trustee
(herein called the "Trustee", which term includes any successor Trustee under
the Indenture), pursuant to which the Company has designated Bank of Montreal
Trust Company as Trustee for the DECS, to which Indenture and all other
indentures supplemental thereto reference is hereby made for a statement of the
rights and limitation of rights thereunder of the Holders of the Debt
Securities and of the rights, obligations, duties and immunities of the Trustee
for each series of Debt Securities and of the Company, and the terms upon which
the Debt Securities are and are to be authenticated and delivered. As provided
in the Indenture, the Debt Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts,
may be denominated in currencies other than U.S. Dollars (including composite
currencies), may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any, may
be subject to different sinking fund or other purchase provisions, if any, may
be subject to different covenants and Events of Default and may otherwise vary
as in the Indenture provided or permitted. This DECS is one of a series of the
Debt Securities designated as 6 1/4% Exchangeable Notes Due August 15, 2001.
The DECS may not be redeemed prior to Stated Maturity and are not entitled
to the benefit of any sinking fund.
The provisions contained in the Indenture for defeasance of the Company's
obligations upon compliance by the Company with certain conditions set forth
therein will not be applicable to the DECS. Certain other provisions contained
in the Indenture pertaining to satisfaction and discharge of the Indenture upon
deposit of funds with the Trustee shall apply to the DECS in the manner set
forth in the First Supplemental Indenture referred to above.
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If an Event of Default with respect to the DECS, as defined in the
Indenture, shall occur and be continuing, the principal of all DECS may be
declared due and payable and therefore will result in the mandatory exchange of
the principal amount thereof for Learning Common Stock (or, at the Company's
option, cash and/or such other consideration as permitted or required herein),
all in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities of each series
under the Indenture at any time by the Company with the consent of the Holders
of not less than a majority in aggregate principal amount of the Debt
Securities at the time outstanding of each series to be affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Debt Securities of any series
at the time outstanding, on behalf of the Holders of all the Debt Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences
with respect to such series. Any such consent or waiver by the Holder of this
DECS shall be conclusive and binding upon such Holder and upon all future
Holders of this DECS and of any DECS issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this DECS.
No reference herein to the Indenture and no provision of this DECS or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the interest on this DECS and make the
mandatory exchange for Learning Common Stock at the times, place and rate, and
in the manner, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, this DECS is transferable on the register for the DECS, upon
surrender of this DECS for registration of transfer at the office or agency of
the Company to be maintained for that purpose in The City of New York, New
York, or at any other office or agency of the Company maintained for that
purpose, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Registrar for the DECS duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new DECS, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. No service charge shall be made for any such transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental. charge payable in connection with the registration
of such transfer or exchange, other than certain exchanges not involving any
transfer.
Certain capitalized terms used in this DECS but not defined herein
have the meanings set forth in the Indenture.
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THIS DECS SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.
The Company, the Trustee for the DECS and any agent of the Company or such
Trustee may treat the person in whose name this DECS is registered as the owner
hereof for the purpose of receiving payment as herein provided and for all
other purposes, whether or not this DECS be overdue, and neither the Company,
such Trustee nor any such agent shall be affected by notice to the contrary.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ___________Custodian___________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of Under Uniform Gifts to Minors Act
survivorship and not as _________________________________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
___________________________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security or Taxpayer I.D. or other
Identifying Number of Assignee
________________
_______________________________________________________________________________
_______________________________________________________________________________
Please Print or Type Name and Address Including Postal Zip Code of Assignee
_______________________________________________________________________________
the within DECS and all rights thereunder, hereby irrevocably constituting and
appointing ________________ attorney to transfer said DECS on the books of
Tribune Company with full power of substitution in the premises.
Dated: _______________________
____________________________________
Signature
____________________________________
NOTICE: The signature to this
assignment must correspond with the
name as it appears upon the face of
the within DECS in every particular,
without alteration or enlargement or
any change whatsoever.