-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QAXMCbVnKEJh5t1/xrdLdWcRa9tKiPQ1QCG4+WGq+7VLMsmaTQ37F1rvPg6YPp2r HVHAZYafHhFpj63VJWZNGg== 0000726513-95-000010.txt : 19950623 0000726513-95-000010.hdr.sgml : 19950623 ACCESSION NUMBER: 0000726513-95-000010 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941225 FILED AS OF DATE: 19950622 SROS: CSX SROS: NYSE SROS: PSE FILER: 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: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08572 FILM NUMBER: 95548667 BUSINESS ADDRESS: STREET 1: 435 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3122229100 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 25, 1994 Commission file number 1-8572 TRIBUNE COMPANY (Exact name of registrant as specified in its charter) Delaware 36-1880355 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 435 North Michigan Avenue, Chicago, Illinois 60611 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 222-9100 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered - ------------------- ------------------------ Common Stock (without par value) New York Stock Exchange Preferred Share Purchase Rights Chicago Stock Exchange Pacific Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X. No . Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X. Aggregate market value of the Company's voting stock held by non- affiliates on June 13, 1995, based upon the closing price of the Company's Common Stock as reported on the New York Stock Exchange Composite Transactions list for such date: approximately $3,868,841,000. At June 13, 1995 there were 64,886,223 shares of the Company's Common Stock outstanding. The following documents are incorporated by reference, in part: 1994 Annual Report to Stockholders (Parts I and II, to the extent described therein). Definitive Proxy Statement for the May 2, 1995 Annual Meeting of Stockholders (Part III, to the extent described therein). SIGNATURE The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for 1994 as set forth in the pages attached hereto: (a) Exhibit 99, Form 11-K financial statements relating to the Tribune Company Savings Incentive Plan, is filed herewith. (b) Exhibit 23.1, Consent of Independent Accountants, is filed herewith. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. TRIBUNE COMPANY (Registrant) Date: June 22, 1995 R. Mark Mallory Vice President and Controller (on behalf of the Registrant and as chief accounting officer) EXHIBIT 99 TRIBUNE COMPANY SAVINGS INCENTIVE PLAN FINANCIAL STATEMENTS FOR YEARS ENDED DECEMBER 31, 1994 AND DECEMBER 31, 1993 REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- To the Participants and Administrator of the Tribune Company Savings Incentive Plan In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Tribune Company Savings Incentive Plan (the Plan) at December 31, 1994 and 1993, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Price Waterhouse LLP Chicago, Illinois June 16, 1995 2 TRIBUNE COMPANY SAVINGS INCENTIVE PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, --------------------- 1994 1993 ------ ------ Assets: Investments, at fair value: The Northern Trust Company Collective Short Term Investment Fund, at cost which approximates fair value (par $1) $62,268,896 $64,652,271 The Northern Trust Company Collective Stock Index Fund; 1,640,316 units and 1,581,994 units, respectively (cost-$51,744,246 and $47,321,045, respectively; net asset value per unit-$38.54 and $38.06, respectively) 63,217,779 60,210,692 Tribune Company Common Stock; 1,120,264 shares and 1,120,035 shares, respectively (cost- $21,113,532 and $18,697,461, respectively; share price - $54.75 and $60.125, respectively) 61,334,454 67,342,104 MFO Wellington Fund, Inc. $1 par open end fund; 1,905,343 units and 1,579,690 units, respectively (cost-$37,223,234 and $30,613,478, respectively; net asset value per unit - $19.39 and $20.40, respectively) 36,944,598 32,225,675 Participant loans 98,513 82,636 Receivables: Contributions from participants 1,069,145 1,001,983 Contributions from Tribune Company 177,881 168,270 Interest and dividends 292,569 170,732 ------------ ------------ Net assets available for benefits $225,403,835 $225,854,363 ============ ============ See notes to financial statements.
3 TRIBUNE COMPANY SAVINGS INCENTIVE PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, ----------------------- 1994 1993 ------ ------ Interest $ 2,569,277 $ 2,173,165 Dividends 4,500,906 3,848,088 Net realized gain (loss) on sale of investments (128,856) 2,675,108 Change in unrealized appreciation (depreciation) of investments (8,685,197) 16,902,619 ------------ ------------ Net investment income (loss) (1,743,870) 25,598,980 Contributions from participants 12,594,559 10,541,469 Contributions from Tribune Company 1,950,958 1,795,505 Transfer of assets from other benefit plans 2,387,044 - Distributions to participants or their beneficiaries (15,555,585) (18,798,052) Administrative fees (83,634) (168,127) ------------ ------------ Net increase (decrease) in net assets available for benefits (450,528) 18,969,775 Net assets available for benefits: Beginning of year 225,854,363 206,884,588 ------------ ------------ End of year $225,403,835 $225,854,363 ============ ============ See notes to financial statements.
4 TRIBUNE COMPANY SAVINGS INCENTIVE PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - PLAN DESCRIPTION - ------------------------- The Tribune Company Savings Incentive Plan (the "Plan") was established effective April 1, 1985 by Tribune Company (the "Company"). The Plan is a defined contribution plan covering eligible salaried and hourly employees of the Company and participating subsidiaries. Separate benefit accounts are maintained for each participant. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Company believes that the Plan will continue without interruption, but reserves the right to terminate the Plan at any time. In the event of Plan termination, distributions will be made in accordance with the provisions of ERISA. The Plan was amended and restated effective January 1, 1989 (the "Restatement Effective Date") to permit participants to direct the investment of their own 401(k) contributions in the common stock of the Company and to make legally required and other Plan changes. On December 31, 1988 the Chicago Tribune Salaried Employees' Profit Sharing Plan was frozen and in the first quarter of 1992, employee accounts under that plan were merged into the Plan. The aggregate value of the assets transferred was $134,486,752. On July 28, 1993, the Company acquired Contemporary Books, Inc. On January 6, 1994, the employee accounts under the Contemporary Books, Inc. Profit Sharing Plan were merged into the Plan. The aggregate value of the assets transferred, including participant loans, was $2,387,044. Each employee of the Company and its participating subsidiaries who was a participant prior to the Restatement Effective Date continued to be a participant thereafter, subject to the terms of the Plan. Other employees of participating subsidiaries of the Plan are generally eligible to participate if they are 21 years of age and have completed one year of service (generally defined as 1,000 hours of service in one year), except for employees covered by collective bargaining agreements which do not provide for their participation in the Plan. Contributions - ------------- Participants employed by a participating employer of the Company may elect to make before-tax ("salary reduction") contributions of 1% to 15% of their compensation (as defined in the Plan) subject to Plan and Internal Revenue Service limits. The "Contributing Employers" will make a contribution to the Plan in an amount equal to 25% of the portion of the salary reduction contribution made by each participant not to exceed 4% of the participant's compensation for that period. 5 Investments - ----------- The Plan's investment assets are held by The Northern Trust Company, the Plan's trustee (the "Trustee"). Separate Investment Funds are maintained under the Plan. These Funds include: (a) A Cash Fund which the Trustee invests in short-term cash equivalents or similar type investments; (b) A Diversified Stock Fund which the Trustee invests in common stocks in a broadly diversified stock portfolio, the performance of which is designed to closely track the return on the Standard & Poor's 500 Composite Stock Index; (c) A Company Common Stock Fund which the Trustee invests in shares of the common stock of the Company; (d) A Balanced Fund, which the Trustee invests in Vanguard's MFO Wellington Fund, Inc., a publicly traded mutual fund. The fund invests in common stocks of large, established companies and high quality bonds and money market securities. Participants may elect to have all or a percentage (in 5% increments) of their contributions and their share of Contributing Employers' contributions invested in or transferred among one or more of the Investment Funds. However, in no event may participants elect that more than 50% of their contributions or 50% of their share of the employers' matching contributions be invested in the Company Common Stock Fund. The Trustee's purchases of Company Common Stock are made in the open market. Participants may change their investment options quarterly. Effective January 1, 1995, the Plan added two investment funds, an International Fund and a Bond Fund. The International Fund invests in common stocks of non-U.S. based companies that exhibit above-average growth potential. The Bond Fund is invested in Vanguard's Bond Index Fund-Total Bond Market Portfolio, a publicly traded bond fund. Vesting - ------- Participants are, at all times, 100% vested in their salary reduction and matching contribution accounts. Distributions - ------------- Distributions of account balances are generally made to participants in a lump sum payment. An election may be made by participants to have payment deferred until the end of the calendar year. In addition, participants whose employment terminates due to retirement, disability or death may elect to receive their vested account balances in substantially equal installments over a fixed period, in lieu of a lump sum distribution. Distributions are made in cash, except that participants may elect to receive the portion invested in the Company Common Stock Fund in whole shares of Company Common Stock. 6 Withdrawals - ----------- As of any quarterly valuation date, participants who are totally and permanently disabled may elect to withdraw their account balances through written notice to the Administrative Committee. Also, participants who have attained age 59 1/2 may elect to withdraw their balances by written notice to the Administrative Committee, but upon doing so will cease to be eligible to make salary reduction contributions for one year. Participants may make withdrawals of any part or all of the balance in their salary reduction contribution accounts, prior to termination, in order for the participant to meet an immediate and significant financial need as determined by the Administrative Committee in conjunction with the types of hardships for which a withdrawal would be permitted by Internal Revenue Service regulations. Only one hardship withdrawal may be made by a participant during any plan year. Participants who make hardship withdrawals will cease to be eligible to make salary reduction contributions for one year. Participant loans - ----------------- Prior to the Restatement Effective Date, the Plan permitted loans of limited amounts to participants subject to specific loan terms. As of the Restatement Effective Date, no new loans to participants can be approved, but repayment of prior loans continues. Participant loan activity is disclosed within the Cash Fund balances in Notes 4 and 5. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - ---------------------------------------- Basis of accounting - ------------------- The financial statements of the Plan are presented on the accrual basis of accounting. Valuation of investments - ------------------------ Investments are stated at fair value. The fair value of the shares of the units of the Trustee's Cash Fund and Diversified Stock Fund are based on the quoted market and redemption values as determined by the Trustee on the last business day of the Plan year. The fair value of the shares of the Company's common stock and the units of the Balanced Fund are based on quoted market values on the last business day of the Plan year. The cost of investments sold is based on the weighted average method. Gains and losses are reported under the current value method which calculates realized gains and losses on investments sold as sales proceeds less the current value as of the beginning of the year (or acquisition cost if acquired during 7 the year). Unrealized gains and losses are calculated as the current value of investments held at the end of the year less their current value as of the beginning of the year (or acquisition cost if acquired during the year). Distributions - ------------- Distributions are recorded when paid. Amounts allocated to withdrawing participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. Distributions payable to participants at December 31, 1994 and 1993 were $7,553,537 and $5,678,631, respectively. Expenses of the plan - -------------------- The Company generally pays the costs of administering the Plan and Trust, except that certain expenses described in the Trust Agreement are paid out of Plan assets and are charged to the appropriate Investment Fund. NOTE 3 - INCOME TAX STATUS - -------------------------- The Internal Revenue Service has determined and informed the Company by letter dated June 15, 1987, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Company's legal counsel with respect to Plan matters believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Lump Sum Distributions - ---------------------- Lump sum distributions from the Plan may be taxed at ordinary income or, in special circumstances, long-term capital gain rates under lump sum distribution rules on the excess of the value of the assets received from the accounts over the participants' total after-tax contributions, if any. In general, a lump sum distribution is payment of a participant's entire account balance under the Plan within one taxable year. Participants who have attained age 59 1/2 are permitted to make a one-time election to use five-year averaging with respect to a single lump sum distribution. A tax law transition rule allows participants who have attained the age 50 by January 1, 1986 to elect to use five-year averaging under new tax rates or ten-year averaging under old tax rates with respect to a single lump sum distribution. If any lump sum distribution includes common stock of the Company, the recipient's taxable income does not include any net unrealized appreciation of the employer's securities, defined by the increase in value of the stock over the amount paid by the Trustee. Such increase is not taxed until the stock is sold. A participant may elect not to have this rule apply. 8 Installment Distributions - ------------------------- If participants elect to receive their accounts in substantially equal annual installments (as a result of termination due to retirement, disability or death), the distributions will be subject to tax at ordinary income rates, except as to any portion attributable to participants' after-tax contributions. Withdrawals During Service Period - --------------------------------- Participants' withdrawals from their Plan accounts while employed are taxed at ordinary income rates on the excess of the value of the assets received over their after-tax contributions, if any, not recovered by previous withdrawals or distributions. In addition, the taxable portion of the withdrawal may be subject to an additional 10% excise tax if the withdrawal is made before the participant attains age 59 1/2. Rollovers - --------- Participants can avoid current taxation on the taxable portion of a lump sum distribution to the extent such amounts are rolled over into an IRA or other qualified plan. Any distribution received directly by an employee will be subject to withholding tax. The withholding tax may be avoided by having the distribution made directly into an IRA or other qualified plan. If any portion of a lump sum distribution is rolled over, the remaining portion is not eligible for the long-term capital gain and special ten-year or five-year averaging treatment described above. Amounts distributed from an IRA will be taxed at ordinary income tax rates when distributed by the IRA. 9 NOTE 4 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND - ----------------------------------------------------------------
December 31, 1994 Tribune Company Diversified Common Cash Stock Stock Balanced Total Fund Fund Fund Fund ----------- ----------- ------------ ---------- ----------- Assets: Investments, at fair value: The Northern Trust Company Collective Short Term Investment Fund $62,268,896 $62,209,192 $ 20,484 $ 27,332 $ 11,888 The Northern Trust Company Collective Stock Index Fund 63,217,779 - 63,217,779 - - Tribune Company Common Stock 61,334,454 - - 61,334,454 - MFO Wellington Fund, Inc. 36,944,598 - - - 36,944,598 Participant loans 98,513 98,513 - - - Receivables: Contributions from participants 1,069,145 229,361 388,141 188,890 262,753 Contributions from Tribune Company 177,881 39,237 64,051 32,557 42,036 Interest and dividends 292,569 291,323 571 594 81 ------------ ----------- ----------- ----------- ----------- Net assets available for benefits $225,403,835 $62,867,626 $63,691,026 $61,583,827 $37,261,356 ============ =========== =========== =========== ===========
10 NOTE 4 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND (Continued) - ---------------------------------------------------------------------------
December 31, 1993 Tribune Company Diversified Common Cash Stock Stock Balanced Total Fund Fund Fund Fund ----------- ----------- ------------ ----------- ----------- Assets: Investments, at fair value: The Northern Trust Company Collective Short Term Investment Fund $ 64,652,271 $64,037,996 $ 364,732 $ 173,779 $ 75,764 The Northern Trust Company Collective Stock Index Fund 60,210,692 - 60,210,692 - - Tribune Company Common Stock 67,342,104 - - 67,342,104 - MFO Wellington Fund, Inc. 32,225,675 - - - 32,225,675 Participant loans 82,636 82,636 - - - Receivables: Contributions from participants 1,001,983 243,330 366,340 168,737 223,576 Contributions from Tribune Company 168,270 42,608 60,626 29,394 35,642 Interest and dividends 170,732 169,711 423 377 221 ------------ ----------- ------------ ------------ ----------- Net assets available for benefits $225,854,363 $64,576,281 $61,002,813 $67,714,391 $32,560,878 ============ =========== ============ ============ ===========
11 NOTE 5 - ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND - ----------------------------------------------------------------------------
Year Ended December 31, 1994 Tribune Company Diversified Common Cash Stock Stock Balanced Total Fund Fund Fund Fund ------------ ----------- ----------- ----------- ----------- Interest $ 2,569,277 $ 2,538,384 $ 12,949 $ 7,459 $ 10,485 Dividends 4,500,906 - 1,736,723 1,154,413 1,609,770 Net realized gain (loss) on sale of investments (128,856) - (27,810) (146,979) 45,933 Change in unrealized depreciation of investments (8,685,197) - (949,614) (5,889,385) (1,846,198) ------------ ----------- ----------- ----------- ----------- Net investment income (loss) (1,743,870) 2,538,384 772,248 (4,874,492) (180,010) Contributions from participants 12,594,559 2,619,534 4,617,451 2,146,958 3,210,616 Contributions from Tribune Company 1,950,958 428,631 718,501 345,173 458,653 Transfer of assets from other benefit plans 2,387,044 822,508 478,564 115,039 970,933 Interfund transfers - 6,968,735 (4,007,137) (3,205,071) 243,473 Distributions to participants or their beneficiaries (15,555,585) (15,070,497) 153,806 (638,894) - Administrative fees (83,634) (15,950) (45,220) (19,277) (3,187) ----------- ----------- ----------- ----------- ---------- Net increase (decrease) in net assets available for benefits (450,528) (1,708,655) 2,688,213 (6,130,564) 4,700,478 Net assets available for benefits: Beginning of year 225,854,363 64,576,281 61,002,813 67,714,391 32,560,878 ------------ ----------- ----------- ----------- ----------- End of year $225,403,835 $62,867,626 $63,691,026 $61,583,827 $37,261,356 ============ =========== =========== =========== ===========
12 NOTE 5 - ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND - ---------------------------------------------------------------------------
Year Ended December 31, 1993 Tribune Company Diversified Common Cash Stock Stock Balanced Total Fund Fund Fund Fund -------- -------- ----------- ---------- --------- Interest $ 2,173,165 $ 2,157,885 $ 8,607 $ 3,434 $ 3,239 Dividends 3,848,088 - 1,569,675 1,071,779 1,206,634 Net realized gain on sale of investments 2,675,108 - 98,895 1,997,556 578,657 Change in unrealized appreciation of investments 16,902,619 - 3,779,278 11,808,909 1,314,432 ----------- ----------- ----------- ----------- ----------- Net investment income 25,598,980 2,157,885 5,456,455 14,881,678 3,102,962 Contributions from participants 10,541,469 2,790,275 3,881,582 1,715,294 2,154,318 Contributions from Tribune Company 1,795,505 488,119 653,365 306,632 347,389 Interfund transfers - (3,724,016) (3,125,736) (3,350,061) 10,199,813 Distributions to participants or their beneficiaries (18,798,052) (15,481,520) - (3,316,532) - Administrative fees (168,127) (84,492) (56,975) (23,660) (3,000) ----------- ---------- ----------- ---------- ---------- Net increase (decrease) in net assets available for benefits 18,969,775 (13,853,749) 6,808,691 10,213,351 15,801,482 Net assets available for benefits: Beginning of year 206,884,588 78,430,030 54,194,122 57,501,040 16,759,396 ------------ ----------- ----------- ----------- ----------- End of year $225,854,363 $64,576,281 $61,002,813 $67,714,391 $32,560,878 ============ =========== =========== =========== ===========
13 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-3 (File No. 33-45793) and in the Registration Statements on Form S-8 (File Nos. 2-90727, 33-21853, 33-26239, 33-47547 and 33-59233) of Tribune Company of our report dated June 16, 1995 appearing on page 2 of Exhibit 99 to Tribune Company's Form 10-K, filed with this Form 10-K/A. PRICE WATERHOUSE LLP Chicago, Illinois June 20, 1995
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