-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HBMjQxhJ/wfcuO7MfNKOlm3JNBAN3R/b4oyrSwws4h65ZYToPCTN5Lv6yIhnh0vi 6+BgSe20jXFG4XLShHJFGQ== 0000950137-06-006407.txt : 20060531 0000950137-06-006407.hdr.sgml : 20060531 20060531162715 ACCESSION NUMBER: 0000950137-06-006407 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060531 DATE AS OF CHANGE: 20060531 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIBUNE CO CENTRAL INDEX KEY: 0000726513 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 361880355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34531 FILM NUMBER: 06877230 BUSINESS ADDRESS: STREET 1: 435 N MICHIGAN AVE STREET 2: STE 600 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3122229100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROBERT R MCCORMICK TRIBUNE FOUNDATION CENTRAL INDEX KEY: 0000915008 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 435 N MICHIGAN AVENUE STREET 2: SUITE 770 CITY: CHICAGO STATE: IL ZIP: 60611-4041 BUSINESS PHONE: 3122223510 SC 13D/A 1 c05743sc13dza.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) TRIBUNE COMPANY (Name of Issuer) Common Stock (Without Par Value) (Title of Class of Securities) 896047 10 7 (CUSIP Number) Thomas E. Chomicz, Esq. Quarles & Brady LLP 500 West Madison Street, Suite 3700 Chicago, Illinois 60661 (312) 715-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 26, 2006 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 CUSIP No. 896047 10 7 SCHEDULE 13D - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons. Robert R. McCormick Tribune Foundation I.R.S. Identification No. 36-3689171 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds 00 - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization. Illinois - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 36,981,988 Shares ---------------------------------------------------------------- Beneficially 8. Shared Voting Power -0- Owned by Each ---------------------------------------------------------------- Reporting 9. Sole Dispositive Power 36,981,988 Person ---------------------------------------------------------------- With 10. Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person. 36,981,988 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares. [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11). 12.2% - -------------------------------------------------------------------------------- 14. Type of Reporting Person. CO - -------------------------------------------------------------------------------- 2 AMENDMENT NO. 11 TO SCHEDULE 13D This Amendment No. 11 to the Schedule 13D originally filed with the Securities and Exchange Commission (the "Commission") by the Robert R. McCormick Tribune Foundation (the "Foundation") on November 20, 1990 is being filed to report the Foundation's execution of a Stock Purchase Agreement with the Tribune Company (the "Issuer") on May 26, 2006 pursuant to which the Foundation will sell a portion of its shares of common stock of the Issuer ("Common Stock") to the Issuer in order to raise cash needed by the Foundation for its operations and charitable activities. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and restated in its entirety as follows: With respect to the shares of Common Stock of the Issuer owned by the Foundation, the Foundation will be engaged in a continuing evaluation of the Issuer's financial condition, operations and prospects, other business and investment opportunities, economic conditions and conditions in domestic and foreign stock, money, exchange and other markets as well as the Foundation's financial condition, operations and long and short-term financial needs to carry out its exempt purposes. Based upon such evaluation and the course of future developments, the Foundation reserves the right to take such actions as it deems appropriate in light of the circumstances existing at the time, including, without limitation, making additional purchases of Common Stock or disposing of its shares of Common Stock in the open market, block trades, privately negotiated transactions or otherwise. On May 26, 2006, the Foundation entered into a Stock Purchase Agreement by and between the Foundation and the Issuer (the "Agreement"), pursuant to which the Foundation agreed not to sell any of its shares of Common Stock pursuant to the tender offer announced by the Issuer on May 30, 2006 (the "Tender Offer") or otherwise until the closing with respect to the Agreement or a termination of the Agreement. Instead the Foundation agreed to sell 8,958,200 shares of Common Stock (subject to adjustment pursuant to the Agreement) to the Issuer outside the Tender Offer and pursuant to the Agreement, subject to certain conditions set forth therein (including the contingency that the Agreement has not been terminated by the Issuer or the Foundation by reason of the Issuer's failure to purchase at least 30 million shares in the Tender Offer), at a purchase price per share equal to the price per share actually paid by the Issuer for the shares of Common Stock tendered by the holders of Common Stock in the Tender Offer. The Tender Offer will enable holders of Common Stock of the Issuer to tender some or all of their shares at a price that is not greater than $32.50 and not less than $28.00. If the number of shares of Common Stock tendered and accepted for purchase in the Tender Offer is less than the number of shares of Common Stock the Issuer is offering to purchase in the Tender Offer as of the expiration date, the Foundation agreed to sell up to an additional 895,820 shares of Common Stock to the Issuer pursuant to the Agreement (assuming that the Agreement has not been terminated by the Issuer or the Foundation by reason of the Issuer's failure to purchase at least 30 million shares in the Tender Offer). By reason of the foregoing, the Board of Directors of the Foundation approved a termination of the plan that it adopted in December, 2005 that authorized the President of the Foundation to sell shares of Common Stock in the aggregate amount of $45.0 million at any time, or from time to time, over a period commencing December 15, 2005 and 3 ending December 31, 2006. On December 28, 2005, the Foundation sold 1,000,000 shares of Common Stock, at a price of $30.46 per share, pursuant to such plan in order to raise cash needed by the Foundation for its operations and charitable activities. On occasion the Foundation has in the past made grants of shares of Common Stock in furtherance of its charitable purposes. Although the Foundation does not have any specific plan or proposal to make charitable grants of shares of Common Stock, the Foundation reserves the right to do so. Other than as set forth above, the Foundation currently has no specific plans or proposals that relate to or would result in any of the matters described in paragraphs (a) through (j) of Item 4 of Schedule 13D. It is also noted that the Cantigny Foundation, an Illinois not-for-profit corporation ("Cantigny") whose board of directors has the same members as the board of directors of the Foundation, entered into a stock purchase agreement with the Issuer, similar to the Agreement, pursuant to which Cantigny agreed not to sell any of its shares of Common Stock pursuant to the Tender Offer or otherwise until the closing with respect to the stock purchase agreement or a termination of such agreement. Instead Cantigny agreed to sell 1,041,800 shares of Common Stock (subject to adjustment pursuant to the stock purchase agreement) to the Issuer outside the Tender Offer and pursuant to the stock purchase agreement, subject to certain conditions set forth therein (including the contingency that such agreement has not been terminated by reason of the Issuer's failure to purchase at least 30 million shares in the Tender Offer) at a purchase price per share equal to the price per share actually paid by the Issuer for the shares of Common Stock tendered by the holders of Common Stock in the Tender Offer. Pursuant to such agreement, Cantigny agreed to sell up to an additional 104,180 shares of Common Stock to the Issuer if the number of shares of Common Stock tendered and accepted for purchase in the Tender Offer is less than the number of shares of Common Stock the Issuer is offering to purchase in the Tender Offer as of the expiration date (assuming that the agreement has not been terminated by the Issuer or Cantigny by reason of the Issuer's failure to purchase at least 30 million shares in the Tender Offer). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Items 5(a) and 5(b) are hereby amended and restated in their entirety to report that: (a) As of the date hereof, the Foundation beneficially owns 36,981,988 shares of Common Stock, which represents approximately 12.2% of the outstanding shares of Common Stock. This percentage is based upon an aggregate of 302,663,844 shares of Common Stock being issued and outstanding as of May 15, 2006 according to the Issuer Tender Offer Statement on Schedule TO-I filed by the Issuer with the Commission on May 30, 2006. This number of outstanding shares excludes 83,441,765 shares of Common Stock held by subsidiaries and affiliates of the Issuer. It is the foregoing percentage that is reported on the cover page of this Amendment No. 11 to Schedule 13D. The percentage does not include the 1.4% ownership interest of Cantigny, which currently owns 4,300,800 shares of Common Stock. (b) The Foundation has the sole voting and dispositive power over the 36,981,988 shares of Common Stock it beneficially owns. 4 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. Item 6 is amended to add the following: On May 26, 2006, the Foundation entered into the Agreement, pursuant to which the Foundation agreed not to sell any of its shares of Common Stock pursuant to the Tender Offer or otherwise until the closing with respect to the Agreement or a termination of the Agreement. Instead the Foundation agreed to sell 8,958,200 shares of Common Stock (subject to adjustment pursuant to the Agreement) to the Issuer outside the Tender Offer and pursuant to the Agreement, subject to certain conditions set forth therein (including the contingency that the Agreement has not been terminated by the Issuer or the Foundation by reason of the Issuer's failure to purchase at least 30 million shares in the Tender Offer), at a purchase price per share equal to the price per share actually paid by the Issuer for the shares of Common Stock tendered by the holders of Common Stock in the Tender Offer. If the number of shares of Common Stock tendered and accepted for purchase in the Tender Offer is less than the number of shares of Common Stock the Issuer is offering to purchase in the Tender Offer as of the expiration date, the Foundation agreed to sell up to an additional 895,820 shares of Common Stock to the Issuer pursuant to the Agreement (assuming that the Agreement has not been terminated by the Issuer or the Foundation by reason of the Issuer's failure to purchase at least 30 million shares in the Tender Offer). ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended to add the following: 99.1 Stock Purchase Agreement, dated as of May 26, 2006, by and between the Tribune Company and the Robert R. McCormick Tribune Foundation. 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 31, 2006 ROBERT R. McCORMICK TRIBUNE FOUNDATION By: /s/ David L. Grange ------------------------------------ David L. Grange President 6 EX-99.1 2 c05743exv99w1.txt STOCK PURCHASE AGREEMENT Exhibit 99.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made as of May 26, 2006 by and between Tribune Company, a corporation organized and existing under the laws of the State of Delaware (the "Company"), and Robert R. McCormick Tribune Foundation ("Seller"). RECITALS WHEREAS, the Company intends, but has not yet made any public announcement of such intention, to conduct a public offer to purchase for up to 53,000,000 shares of its Common Stock, par value $0.01 per share ("Common Stock") (including the Associated Preferred Share Purchase Rights), through a procedure commonly called a modified "Dutch Auction" at prices not greater than $32.50 nor less than $28.00 per share, pursuant to the terms and conditions of an Offer to Purchase and related Letter of Transmittal, drafts of which have been provided to Seller (together, the "Offer to Purchase"), as they may be revised amended, modified or supplemented from time to time after the date hereof (the "Tender Offer"), which is expected to commence no later than May 31, 2006; WHEREAS, as of the date hereof, Seller owns of record 36,981,988 shares of Common Stock, which constitutes approximately 12.2% of the issued and outstanding shares of Common Stock; WHEREAS, Seller has determined it will not tender any of its shares of Common Stock pursuant to the Tender Offer and instead has agreed to sell certain shares of Common Stock outside of the Tender Offer pursuant to this Agreement; and WHEREAS, the Company and Seller desire to make certain covenants and agreements regarding the Seller's Common Stock with one another pursuant to this Agreement. NOW THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: AGREEMENT 1. Purchase and Sale of the Shares; the Closing. 1.1 Purchase and Sale of Common Stock. Subject to and conditioned upon the Successful Completion (as defined below) of the Tender Offer and on the basis of the representations, warranties and covenants set forth herein, Seller agrees to sell to the Company, and the Company agrees to purchase from Seller, 8,958,200 shares of Common Stock, subject to adjustment as follows; provided, that in no event shall Seller sell more than 9,854,020 shares of Common Stock (the "Share Cap") to the Company: (a) if the Company increases or decreases the number of shares of Common Stock subject to the Tender Offer (any such increase or decrease, the "Tender Offer Change"), the aggregate number of shares of Common Stock to be purchased by the Company from Seller pursuant to this Agreement shall be increased or decreased, respectively, by an amount equal to the Tender Offer Change multiplied by a fraction, the numerator of which is 36,981,988 and the denominator of which is 265,681,856 (representing the outstanding shares of Common Stock held of record by Seller divided by the outstanding shares of Common Stock held of record by all stockholders of the Company other than Seller), subject to the Share Cap; and (b) if the number of shares of Common Stock tendered and accepted for purchase in the Tender Offer is less than the number of shares of Common Stock the Company is offering to purchase in the Tender Offer as of the expiration date of the Tender Offer (any such difference, the "Shortfall"), the aggregate number of shares of Common Stock to be purchased by the Company from Seller shall be increased by an amount equal to the Shortfall, subject to the Share Cap. The number of shares of Common Stock to be purchased from Seller by the Company pursuant to this Section 1.1 is herein referred to as, the "Shares". 1.2 Purchase Price. The "Per Share Purchase Price" for the Shares shall be equal to the price per share actually paid by the Company for the shares of Common Stock tendered by the holders of Common Stock in the Tender Offer. The "Purchase Price" shall equal the Per Share Purchase Price specified in Section 1.2 multiplied by the number of Shares purchased by the Company from Seller pursuant to Section 1.1 of this Agreement. 1.3 The Closing. Subject to the terms and conditions hereof, the purchase and sale of the Shares contemplated by this Agreement (the "Closing") will take place at the offices of Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois 60603 at 10:00 a.m. Chicago time on the eleventh business day following the expiration or other termination of the Tender Offer (the "Successful Completion"), or at such other later date or place as the parties shall mutually agree. At the Closing, (i) Seller will deliver to the Company certificates representing the Shares to be purchased by the Company duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form acceptable for transfer on the books of the Company, and (ii) the Company shall deliver the Purchase Price to Seller by wire transfer of immediately available funds to one or more accounts specified by Seller at least one business day prior to the Closing. 2. Representations and Warranties of Seller. In order to induce the Company to enter into this Agreement, Seller hereby represents and warrants to the Company as follows: 2.1 Ownership of Shares. Seller owns of record the number of issued and outstanding shares of Common Stock set forth in the recitals to this Agreement. The Shares to be sold to the Company by Seller when delivered to the Company shall be free and clear of any liens, claims or encumbrances, including rights of first refusal and similar claims except for restrictions of applicable state and federal securities laws. There are no restrictions on the transfer of such Shares imposed by any shareholder or similar agreement or any law, regulation or order, other than applicable state and federal securities laws. 2.2 Authorization. Seller has full right, power and authority to execute, deliver and perform this Agreement and to sell, assign and deliver the Shares to be sold by it to the Company. This Agreement is the 2 legal, valid and, assuming due execution and delivery by the other parties hereto, binding obligation of Seller, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) principles of public policy, (ii) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights generally, and (iii) rules of law governing the availability of equitable remedies. 2.3 No Violation; No Consent. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Seller (a) will not constitute a breach or violation of or default under any judgment, decree or order or any agreement or instrument of Seller or to which Seller is subject, (b) will not result in the creation or imposition of any lien upon the Shares to be sold by Seller, and (c) will not require the consent of or notice to any governmental entity or any party to any contract, agreement or arrangement with Seller. 2.4 Brokerage. There are no claims for brokerage commissions or finder's fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of Seller. 3. Representations and Warranties of the Company. In order to induce Seller to enter into this Agreement, the Company hereby represents and warrants as follows: 3.1 Organization and Corporate Power; Authorization. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite power and authority to execute, deliver and perform this Agreement and to acquire the Shares. As of the Closing, the Company will have sufficient capital to purchase the Shares hereunder and to purchase the shares of Common Stock to be purchased pursuant to the Tender Offer in each case in compliance with Section 160 of the Delaware General Corporation Law. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby have been approved by a majority of the disinterested directors on the Board of Directors of the Company, having been advised by counsel, and have been otherwise duly authorized by all requisite action on the part of the Company. This Agreement and any other agreements, instruments, or documents entered into by the Company pursuant to this Agreement have been duly executed and delivered by the Company and are the legal, valid and, assuming due execution by the other parties hereto, binding obligations of the Company, enforceable against the Company in accordance with its terms except to the extent that the enforceability thereof may be limited by (i) principles of public policy, (ii) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights generally, and (iii) rules of law governing the availability of equitable remedies. 3.2 Capital Stock. As of May 15, 2006, the authorized capital stock of the Company consisted of (i) 1,400,000,000 shares of Common Stock, of which 302,663,844 shares are issued and outstanding (exclusive of 83,441,765 shares held by subsidiaries or affiliates of the Company), and (ii) 12,000,000 shares of preferred stock, of which 6,000,000 shares are designated as Series A Junior Participating Preferred Stock, none of which are issued and outstanding, 823,568 shares are designated as Series C Convertible Preferred Stock, of which 88,519 shares are issued and outstanding, 380,972 shares are designated as Series D-1 Convertible Preferred Stock, of which 76,194 shares are issued and outstanding and 245,100 shares are designated as Series D-2 Convertible Preferred Stock, of which 49,020 shares are issued and outstanding. 3.3 No Violation; No Consent. The execution, delivery and performance of this Agreement and the consummation of the Tender Offer and any other transactions contemplated by the Tender Offer or hereby by the Company (a) will not constitute a breach or violation of or default under any judgment, decree or order or any agreement or instrument of the Company or to which the Company is subject, and (b) will not require the consent of or prior notice to any governmental entity or any party to any contract, agreement or arrangement with the Company, other than the consent of Seller provided in Section 8 hereof. 3.4 Brokerage. There are no claims for brokerage commissions or finder's fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of the Company. 3 4. Conditions to the Company's Obligations. The obligations of the Company under Article 1 of this Agreement to purchase the Shares at the Closing from Seller are subject to the fulfillment as of the Closing of each of the following conditions unless waived by the Company in accordance with Section 8.4: 4.1 Representations and Warranties. The representations and warranties of Seller contained in Article 2 of this Agreement shall be true and correct on and as of the date of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing. 4.2 Consents. The Company shall have obtained all consents or waivers required under the Credit Facilities (as defined in the Offer to Purchase) as are necessary to consummate the transactions contemplated hereby. 4.3 Performance. Seller shall have performed and complied in all material respects with all agreements, obligations, and conditions contained in this Agreement that are required to be performed or complied with by it on or before the date of the Closing. 4.4 Tender Offer. The Successful Completion of the Tender Offer shall have occurred and the number of shares of Common Stock tendered and accepted for payment in the Tender Offer shall not be less than 30,000,000 shares. 4.5 Delivery of Certificates. Seller shall have delivered all of the stock certificates representing the Shares to be sold by it at the Closing, free and clear of any liens, claims or encumbrances, along with all stock powers, assignments or any other documents, instruments or certificates necessary for a valid transfer. 4.6 Further Assurances. No governmental authority shall have advised or notified the Company that the consummation of the transactions contemplated hereunder would constitute a material violation of any applicable laws or regulations, which notification or advice shall not have been withdrawn after the exhaustion of the Company's good faith efforts to cause such withdrawal. 5. Conditions to Seller's Obligations. The obligations of Seller under Article 1 of this Agreement to sell the Shares at the Closing are subject to the fulfillment as of the Closing of each of the following conditions unless waived by Seller in accordance with Section 8.4 of this Agreement: 5.1 Representations and Warranties. The representations and warranties of the Company contained in Article 3 of this Agreement shall be true and correct as of the date of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing. 5.2 Performance. The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the date of the Closing. 5.3 Payment of Purchase Price. The Company shall have delivered the Purchase Price to be paid by the Company to Seller by wire transfer to the account(s) specified by Seller. 5.4 Further Assurances. No governmental authority shall have advised or notified Seller that the consummation of the transactions contemplated hereunder would constitute a material violation of any applicable laws or regulations, which notification or advice shall not have been withdrawn after the exhaustion of Seller's good faith efforts to cause such withdrawal. 5.5 Minimum Amount of Common Stock Tendered. The number of shares of Common Stock tendered and accepted for payment in the Tender Offer shall not be less than 30,000,000 shares. 4 6. Covenants. 6.1 No Purchase of Common Stock. Until eleven business days following the Successful Completion of the Tender Offer, Seller agrees that it will not, directly or indirectly, purchase any shares of Common Stock. 6.2 No Sale of Common Stock. Except as contemplated hereunder, from the date hereof until the Closing or the termination of this Agreement, Seller agrees that it will not, directly or indirectly, sell any shares of Common Stock, including in the Tender Offer. 6.3 Closing Conditions. Seller and the Company shall use their commercially reasonable efforts to ensure that each of the conditions to Closing is satisfied. 7. Survival of Representations and Warranties; Limitation on Liability. All representations and warranties hereunder shall survive the Closing. Notwithstanding the foregoing, in no event shall Seller's liability for breach of the representations, warranties and covenants exceed the Purchase Price to be paid by the Company to Seller. 8. Miscellaneous. 8.1 Adjustments. Wherever a particular number is specified herein, including, without limitation, number of shares or price per share, such number shall be adjusted to reflect any stock dividends, stock-splits, reverse stock-splits, combinations or other reclassifications of stock or any similar transactions and appropriate adjustments shall be made with respect to the relevant provisions of this Agreement so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the Company and Seller under this Agreement. 8.2 Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without giving effect to the principles of conflicts of laws. Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court located in the State of Delaware. Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section 8.2 by the state and federal courts located in the State of Delaware and in connection therewith hereby waives, and agrees not to assert by way of motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public policy of the laws of the State of Delaware or any other jurisdiction. 8.3 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successor and assigns of the parties hereto. 8.4 Entire Agreement; Amendment. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject hereof. Neither this Agreement nor any provision hereof may be amended, changed or waived other than by a written instrument signed by the party against whom enforcement of any such amendment, change or waiver is sought. For the avoidance of doubt, to the extent that any of the terms and conditions of this Agreement are inconsistent with any of the terms and conditions contained in the most recent draft Offer to Purchase furnished to Seller, the terms of this Agreement will govern and the Offer to Purchase will be revised to be consistent with the terms of this Agreement. 8.5 Cooperation. The Company and Seller shall, from and after the date hereof, cooperate in a reasonable manner to effect the purposes of this Agreement. 8.6 Termination. The Company or Seller may terminate this Agreement if (i) the Tender Offer is terminated without the purchase of any shares of Common Stock or (ii) if the Tender Offer is not consummated by July 28, 2006; provided that the Company may not terminate this Agreement under this clause (ii) unless the Tender Offer is terminated. Upon termination of this Agreement pursuant to this Section 8.6, none of the 5 parties hereto shall have any liability hereunder except for breaches of such party's representations, warranties or covenants occurring prior to the date of such termination. 8.7 Notices, etc. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing and may be delivered in person, by telecopy, electronic mail, express delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, addressed, to the party to be notified, at the respective addresses set forth below, or at such other address which may hereinafter be designated in writing: (a) If to Seller, to: Robert R. McCormick Tribune Foundation 435 North Michigan Avenue Suite 770 Chicago, IL 60611-4041 Attention: President Phone: 312-222-3512 Fax: 312-222-3523 with a copy to: Quarles & Brady LLP 500 West Madison Street Suite 3700 Chicago, IL 60661 Attention: Thomas E. Chomicz, Esq. Fax: 312-715-5155 (b) If to the Company, to: Tribune Company 435 North Michigan Avenue Chicago, IL 60611 Attention: Crane H. Kenney Phone: 312-222-2491 Fax: 312-222-4206 with a copy to: Sidley Austin LLP One South Dearborn Street Chicago, IL 60603 Attention: Larry Barden Fax No. 312-853-7036 8.8 Severability. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 8.9 Titles and Subtitles. The titles of the Articles and Sections of this Agreement are for convenience of reference only and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any of its provisions. 8.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 6 8.11 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement, or any waiver of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing, and that all remedies, either under this Agreement, by law or otherwise, shall be cumulative and not alternative. 8.12 Consents. Any permission, consent, or approval of any kind or character under this Agreement shall be in writing and shall be effective only to the extent specifically set forth in such writing. 8.13 SPECIFIC PERFORMANCE. THE PARTIES HERETO AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH ITS SPECIFIC INTENT OR WERE OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS, WITHOUT BOND, TO PREVENT OR CURE BREACHES OF THE PROVISIONS OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE ENTITLED BY LAW OR EQUITY, AND ANY PARTY SUED FOR BREACH OF THIS AGREEMENT EXPRESSLY WAIVES ANY DEFENSE THAT A REMEDY IN DAMAGES WOULD BE ADEQUATE. 8.14 Payment of Fees and Expenses. Each party shall be responsible for paying its own fees, costs and expenses in connection with this Agreement and the transactions herein contemplated. 8.15 Construction of Agreement. No provision of this Agreement shall be construed against either party as the drafter thereof. 8.16 Section References. Unless otherwise stated, any reference contained herein to a Section or subsection refers to the provisions of this Agreement. 8.17 Variations of Pronouns. All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require. 7 IN WITNESS WHEREOF, the parties have caused this Stock Purchase Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above. TRIBUNE COMPANY By: /s/ Crane H. Kenney ------------------------------------ Name: Crane H. Kenney Title: Senior Vice President, General Counsel and Secretary ROBERT R. McCORMICK TRIBUNE FOUNDATION By: /s/ David L. Grange ------------------------------------ Name: David L. Grange Title: President 8 -----END PRIVACY-ENHANCED MESSAGE-----