UNITED STATES
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): May 30, 2019
TRIBUNE PUBLISHING COMPANY
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36230 |
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38-3919441 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
160 N. Stetson Avenue
Chicago, Illinois 60601
(Address of Principal Executive Offices) (Zip Code)
312-222-9100
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $.01 per share |
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TPCO |
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The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01 Other Events.
On May 30, 2019, Tribune Publishing Company announced that its Board of Directors declared a special cash dividend of $1.50 per share of common stock. The dividend will be payable July 2, 2019 to shareholders of record as of June 12, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Document |
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99.1 |
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Press Release Announcing Special Cash Dividend, dated May 30, 2019 |
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, thereunto duly authorized.
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TRIBUNE PUBLISHING COMPANY | |
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Date: May 30, 2019 |
By: |
/s/ Julie K. Xanders |
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Name: |
Julie K. Xanders |
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Title: |
Executive Vice President, General Counsel and Secretary |
Tribune Publishing Announces $1.50 Per Share Special Cash Dividend
Dividend Payable on July 2, 2019 to Shareholders of Record on June 12, 2019
CHICAGO, May 30, 2019 — Tribune Publishing Company (NASDAQ: TPCO) today announced that its Board of Directors has declared a special cash dividend of $1.50 per share, or approximately $56 million in the aggregate. The dividend will be payable on July 2, 2019 to Tribune Publishing common stock shareholders of record as of the close of business on June 12, 2019. The special dividend will be funded through existing cash on hand.
David Dreier, Tribune Publishing Chairman commented, “Over the past year, we have taken advantage of opportunities to sell assets at favorable prices. This has allowed us to eliminate debt and reduce pension liabilities. The payment of a special cash dividend underscores the Company’s financial strength and commitment to returning capital to shareholders.”
Timothy P. Knight, Tribune Publishing Chief Executive Officer and President added, “Today’s announcement also reflects our confidence in future performance as we continue investing in our award-winning journalism, building our digital subscribership, and enhancing our platform for advertisers. We believe these investments allowed us to deliver long-term value for our shareholders.”
Forward-looking Statements
This press release contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Important factors that could cause actual results, developments and business decisions to differ materially from these forward-looking statements are uncertainties discussed below and in the “Risk Factors” section of the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). “Forward-looking statements” include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “might,” “will,” “could,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “seek,” “designed,” “assume,” “implied,” “believe” and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties.
About Tribune Publishing Company
Tribune Publishing (NASDAQ: TPCO) is a media company rooted in award-winning journalism. Headquartered in Chicago, Tribune Publishing operates local media businesses in eight markets with titles including the Chicago Tribune, New York Daily News, The Baltimore Sun, Orlando Sentinel, South Florida’s Sun-Sentinel, Virginia’s Daily Press and The Virginian-Pilot, The Morning Call of Lehigh Valley, Pennsylvania, and the Hartford Courant.
In addition to award-winning local media businesses, Tribune Publishing operates national and international brands such as Tribune Content Agency and The Daily Meal, and is the majority owner of the product review website BestReviews.
Our brands are committed to informing, inspiring and engaging local communities. We create and distribute content across our media portfolio, offering integrated marketing, media, and business services to consumers and advertisers, including digital solutions and advertising opportunities.
Investor Relations Contact:
Terry Jimenez
Tribune Publishing, EVP/CFO
312.222.5787
tjimenez@tribpub.com
Media Contact:
Tilden Katz
Tribune Publishing Corporate Communications
312.606.2614
tilden.katz@fticonsulting.com