-----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, FWs4C6WSyf6aBy5sbiiwqi7Ojn/idpAcdtfUpChw0CAjZM456QIRo58X0fg2gfD/ ZziNETZuUEIRv2LziKZw4w== 0000726513-99-000033.txt : 19991018 0000726513-99-000033.hdr.sgml : 19991018 ACCESSION NUMBER: 0000726513-99-000033 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991015 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: 8-A12B SEC ACT: SEC FILE NUMBER: 001-08572 FILM NUMBER: 99729108 BUSINESS ADDRESS: STREET 1: 435 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3122229100 8-A12B 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TRIBUNE COMPANY --------------- (Exact name of registrant as specified in its charter) DELAWARE 36-1880355 -------- ---------- (State of incorporation (I.R.S. Employer or organization) Identification No.) 435 North Michigan Avenue, Chicago, Illinois 60611 -------------------------------------------- ----- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and 12(g) of the Exchange Act and is effective upon filing is effective pursuant to pursuant to General General Instruction A.(d), Instruction A.(c), please please check the following check the following box. [X] box. [ ] Securities Act registration statement file number to which this form relates: 333-74961 --------- (if applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Exchangeable Subordinated The New York Stock Exchange Debentures due 2029 Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The description of the Registrant's Exchangeable Subordinated Debentures due 2029 (the "PHONES") to be registered hereunder is incorporated herein by reference to the description included under the caption "Description of Debt Securities" in the Registration Statement on Form S-3 of Tribune Company (Registration No. 333-74961) (as the same may be amended from time to time the "Registration Statement"). For purposes of such description, any prospectus supplement relating to the Registration Statement filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which purports to describe PHONES shall be deemed to be incorporated herein by reference. The Company has made an application for the listing of the PHONES on The New York Stock Exchange. ITEM 2. EXHIBITS Exhibit No. Description - ----------- ----------- 1. Restated Certificate of Incorporation of Tribune Company, dated April 21, 1987; Certificate of Designation of Series B Convertible Preferred Stock, dated April 4, 1989 (incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for 1991). 2. Amended Certificate of Designation of Series A Junior Participating Preferred Stock, dated December 2, 1997 (incorporated by reference to Exhibit 3.1a to the Registrant's Annual Report on Form 10-K for 1997). 3. By-Laws of Tribune Company, as amended (incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 27, 1998). 4. Subordinated Indenture dated as of April 1, 1999 between Tribune Company and Bank of Montreal Trust Company (incorporated by reference to Exhibit 4 to the Registrant's Current Report on Form 8-K dated April 5, 1999). 5. Form of Exchangeable Subordinated Debenture pursuant to the Subordinated Indenture dated as of April 13, 1999 between Tribune Company and Bank of Montreal Trust Company (incorporated by reference to Exhibit 4 to the Registrant's Current Report on Form 8-K dated April 13, 1999). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. TRIBUNE COMPANY Date: October 15, 1999 By: /s/ R. Mark Mallory ----------------------- Name: R. Mark Mallory Title: Vice President and Controller Exhibit No. Description - ----------- ----------- 1. Restated Certificate of Incorporation of Tribune Company, dated April 21, 1987; Certificate of Designation of Series B Convertible Preferred Stock, dated April 4, 1989 (incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for 1991). 2. Amended Certificate of Designation of Series A Junior Participating Preferred Stock, dated December 2, 1997 (incorporated by reference to Exhibit 3.1a to the Registrant's Annual Report on Form 10-K for 1997). 3. By-Laws of Tribune Company, as amended (incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 27, 1998). 4. Subordinated Indenture dated as of April 1, 1999 between Tribune Company and Bank of Montreal Trust Company (incorporated by reference to Exhibit 4 to the Registrant's Current Report on Form 8-K dated April 5, 1999). 5. Form of Exchangeable Subordinated Debenture pursuant to the Subordinated Indenture dated as of April 13, 1999 between Tribune Company and Bank of Montreal Trust Company (incorporated by reference to Exhibit 4 to the Registrant's Current Report on Form 8-K dated April 13, 1999). -----END PRIVACY-ENHANCED MESSAGE-----