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United States SCHEDULE 13E-3 Rule 13e-3 Transaction Statement TRIBUNE COMPANY Tribune Company Common Stock, Par Value $0.01 Per Share
Securities and Exchange Commission
Washington, D.C. 20549
Under Section 13(e) of the Securities Exchange Act of 1934
(Name of the Issuer)
Samuel Zell
EGI-TRB, L.L.C.
Sam Investment Trust
Tribune Employee Stock Ownership Plan
Tesop Corporation
(Name of Person(s) Filing Statement)
(including the associated Preferred Share Purchase Rights)
(Title of Class of Securities)
896047 10 7
(CUSIP Number of Class of Securities)
Tribune Company 435 North Michigan Avenue Chicago, Illinois 60611 Attn: Crane Kenney (312) 222-9100 |
Samuel Zell Two North Riverside Plaza, Suite 600 Chicago, Illinois 60606 (312) 454-0100 |
EGI-TRB, L.L.C. Two North Riverside Plaza, Suite 600 Chicago, Illinois 60606 Attn: Joseph M. Paolucci (312) 454-0100 |
Sam Investment Trust c/o Chai Trust Company, LLC Two North Riverside Plaza, Suite 600 Chicago, Illinois 60606 Attn: Joseph M. Paolucci (312) 454-0100 |
Tribune Employee Stock Ownership Plan c/o GreatBanc Trust Company 1301 West 22nd Street, Suite 800 Oak Brook, Illinois 60523 Attn: Marilyn H. Marchetti (630) 572-5130 |
Tesop Corporation c/o GreatBanc Trust Company 1301 West 22nd Street, Suite 800 Oak Brook, Illinois 60523 Attn: Marilyn H. Marchetti (630) 572-5130 | |||||
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person(s) Filing Statement) |
Copies to: | ||||||||
Steven A. Rosenblum Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 |
Thomas A. Cole Larry A. Barden Sidley Austin LLP One South Dearborn Street Chicago, Illinois 60603 (312) 853-7000 |
Charles W. Mulaney, Jr. Richard C. Witzel, Jr. Skadden, Arps, Slate, Meagher & Flom, LLP 333 West Wacker Dr. Chicago, Illinois 60606 (312) 407-0700 |
Joseph P. Gromacki Jenner & Block LLP 330 N. Wabash Avenue Chicago, Illinois 60611 (312) 222-9350 |
Charles R. Smith K&L Gates Henry W. Oliver Building 535 Smithfield Street Pittsburgh, PA 15222 (412) 355-6500 | ||||
2
This statement is filed in connection with (check the appropriate box):
a. | x The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or | |
Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||
b. | ¨ The filing of a registration statement under the Securities Act of 1934. | |
c. | ¨ A tender offer. | |
d. | ¨ None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨
Check the following box if the filing is a final amendment reporting the results of the transaction: ¨
CALCULATION OF FILING FEE
Transaction valuation* | Amount of filing fee* | |||
$4,176,757,677 | $128,227 |
* | Calculated solely for purposes of determing the filing fee. | |
The maximum aggregate value was determined based upon the sum of (A) 118,282,175 shares of common stock | ||
multiplied by $34.00 per share; (B) options to purchase 5,586,083 shares of common stock with exercise prices less | ||
than $34.00 multiplied by $7.79 (which is the difference between $34.00 and the weighted average exercise price of | ||
such options of $26.21 per share); (C) restricted stock units with respect to 2,901,245 shares of common stock | ||
multiplied by $34.00 per share; and (D) share equivalents with respect to 382,523 shares of common stock | ||
multiplied by $34.00. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the | ||
filing fee was determined by multiplying 0.00003070 by the sum calculated in the preceding sentence. | ||
x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which | |
the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the | ||
Form or Schedule and the date of its filing. |
Amount Previously Paid: $128,227
Form or Registration No.: Schedule 14APreliminary Proxy Statement
Filing Parties: Tribune Company
Date Filed: June 1, 2007
3
INTRODUCTION |
This Amendment to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Amendment") filed by Tribune Company (the "Company"), Samuel Zell ("Mr. Zell" or "Zell"), EGI-TRB, L.L.C. (the "Zell Entity"), Sam Investment Trust ("SIT"), the Tribune Employee Stock Ownership Plan (the "ESOP") and Tesop Corporation ("Merger Sub") amends and supplements the Rule 13e-3 Transaction Statement filed by the Company, Mr. Zell, the Zell Entity, SIT, the ESOP and Merger Sub on July 13, 2007 (the Schedule 13E-3). This Amendment also supplements the Rule 13e-3 Transaction Statement and amendments thereto filed by the Company, Mr. Zell, the Zell Entity, SIT, the ESOP and Merger Sub with the Securities and Exchange Commission (the "SEC") under cover of Schedule 13E-3 that related to the Tender Offer Statement originally filed by the Company with the SEC on April 25, 2007 under cover of Schedule TO (such Rule 13 e-3 Transaction Statement and Tender Offer Statement, as amended, being collectively referred to as the "Filing"), in connection with: (i) the Agreement and Plan of Merger, dated as of April 1, 2007 (the "Merger Agreement"), by and among the Company, a Delaware corporation, GreatBanc Trust Company, not in its individual or corporate capacity, but solely as trustee of the Tribune Employee Stock Ownership Trust, which forms a part of the ESOP, Merger Sub, a Delaware corporation wholly owned by the ESOP and, for limited purposes, the Zell Entity, a Delaware limited liability company wholly owned by SIT, a trust established for the benefit of Mr. Zell and his family; and (ii) the offer by the Company to purchase up to 126,000,000 shares of its common stock, par value $0.01 per share, at a price of $34.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 25, 2007 (the "Offer to Purchase"), and in the related Letter of Transmittal (the "Letter of Transmittal," which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute the "Tender Offer"). The Tender Offer expired on May 24, 2007. This Amendment relates to the Merger Agreement, which contemplates the merger of Merger Sub into the Company (the "Merger"), with the Company surviving and becoming wholly owned by the ESOP.
This Amendment incorporates the Press Release, dated August 21, 2007, that announced the results of the special meeting of shareholders of the Company.
Item 15. Additional Information. |
Item 15(b) of the Schedule 13E-3 is hereby amended and supplemented by adding the following at the end thereof:
On August 21, 2007, at the special meeting of shareholders of the Company, shareholders voted to adopt the Merger Agreement and approve the Merger. A total of 82,631,710 shares, or 97.4 percent of the shares voted, were cast in favor of the Merger, representing 64.9 percent of the total shares outstanding and entitled to vote at the meeting.
Item 16. Exhibits. |
Item 16 of the Schedule 13E-3 is hereby amended and supplemented by adding the following exhibit:
(a)(5)(P) Press Release, dated August 21, 2007.
4
SIGNATURES |
After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: | August 22, 2007 | TRIBUNE COMPANY | ||||
By: | /s/ CRANE H. KENNEY | |||||
Name: | Crane H. Kenney | |||||
Title: | Senior Vice President, General | |||||
Counsel and Secretary | ||||||
Dated: | August 22, 2007 | TRIBUNE EMPLOYEE STOCK OWNERSHIP PLAN | ||||
By: | GreatBanc Trust Company, as Trustee | |||||
By: | /s/ MARILYN H. MARCHETTI | |||||
Name: | Marilyn H. Marchetti | |||||
Title: | Senior Vice President | |||||
Dated: | August 22, 2007 | TESOP CORPORATION | ||||
By: | /s/ MARILYN H. MARCHETTI | |||||
Name: | Marilyn H. Marchetti | |||||
Title: | President | |||||
Dated: | August 22, 2007 | SAMUEL ZELL | ||||
/s/ SAMUEL ZELL | ||||||
Samuel Zell | ||||||
Dated: | August 22, 2007 | EGI-TRB, L.L.C. | ||||
By: | /s/ PHILIP G. TINKLER | |||||
Name: | Philip G. Tinkler | |||||
Title: | Vice President | |||||
Dated: | August 22, 2007 | SAM INVESTMENT TRUST | ||||
By: | Chai Trust Company, LLC, as Trustee | |||||
By: | /s/ JAMES G. BUNEGAR | |||||
Name: | James G. Bunegar | |||||
Title: | Vice President |
5
Exhibit Index | ||
(a)(1)(A)* | Offer to Purchase, dated April 25, 2007 (which was subsequently amended by Schedules TO filed by | |
the Company on May 11, 2007; May 17, 2007; May 17, 2007; May 22, 2007; and May 24, 2007). | ||
(a)(1)(B)* | Letter of Transmittal including Guidelines for Certification of Taxpayer Identification Number on | |
Substitute Form W-9. | ||
(a)(1)(C)* | Notice of Guaranteed Delivery. | |
(a)(1)(D)* | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated | |
April 25, 2007. | ||
(a)(1)(E)* | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other | |
Nominees, dated April 25, 2007. | ||
(a)(1)(F)* | Form of Summary Advertisement, dated April 25, 2007. | |
(a)(1)(G)* | Form of Letter From Tribune Company to Participants in the Tribune Company Employee Stock | |
Purchase Plan, dated April 25, 2007. | ||
(a)(1)(H)* | Form of Letter From the Northern Trust Company to Participants in the Tribune Company | |
Retirement Plans, dated April 25, 2007. | ||
(a)(2)(A) | Definitive Proxy Statement of Tribune Company, incorporated by reference to the Definitive Proxy | |
Statement on Schedule 14A filed by Tribune Company with the Securities and Exchange | ||
Commission on July 13, 2007. | ||
(a)(2)(B) | Form of Proxy Card, incorporated by reference to the Form of Proxy Card filed by Tribune | |
Company, together with the Definitive Proxy Statement, with the Securities and Exchange | ||
Commission on July 13, 2007. | ||
(a)(3) | Not Applicable. | |
(a)(4) | Not Applicable. | |
(a)(5)(A)* | First Amended Complaint filed in the Superior Court of California, Los Angeles County, captioned | |
Garamella v. FitzSimons, et al., Case No. BC362110, filed on April 4, 2007. | ||
(a)(5)(B)* | Complaint filed in the Chancery Division of the Circuit Court of Cook County, Illinois, captioned | |
Simpson v. Tribune Co., et al., Case No. 07CH9519, filed on April 5, 2007. | ||
(a)(5)(C)** | Tender Offer Employee Questions and Answers, made available April 25, 2007. | |
(a)(5)(D)** | Press Release, dated April 25, 2007. | |
(a)(5)(E)** | Tender Offer Employee Questions and Answers, made available April 26, 2007. | |
(a)(5)(F)*** | Transcript of a video message addressed to Tribune employees on April 27, 2007. | |
(a)(5)(G)*** | Tender Offer Employee Questions and Answers, made available April 27, 2007. | |
(a)(5)(H)**** | Tender Offer Employee Question and Answer, made available May 1, 2007. | |
(a)(5)(I)***** | Tender Offer Employee Questions and Answers, made available May 4, 2007. | |
(a)(5)(J) | Press Release of Tribune Company, dated May 9, 2007 (incorporated by reference to Exhibit 99.1 of | |
the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on | ||
May 10, 2007). | ||
(a)(5)(K)******* | Tender Offer Employee Questions and Answers, made available May 16, 2007. | |
(a)(5)(L)******** | Tender Offer Employee Question and Answer, made available May 22, 2007. | |
(a)(5)(M)********** | Press Release, dated May 25, 2007. | |
(a)(5)(N)********** | E-mail Message from Dennis J. FitzSimons to Tribune Employees, dated May 25, 2007. | |
(a)(5)(O)*********** | Press Release, dated May 31, 2007. | |
(a)(5)(P) | Press Release, dated August 21, 2007 (incorporated by reference to Exhibit 99.1 of the Companys | |
Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 21, | ||
2007). |
(b)(1)(A) | Amended and Restated First Step Commitment Letter, dated as of April 5, 2007, by and among | |
Tribune Company, J.P. Morgan Securities Inc., JPMorgan Chase Bank, N.A., Merrill Lynch Capital | ||
Corporation, Citigroup Global Markets Inc., Banc of America Securities LLC and Bank of America, | ||
N.A., incorporated by reference to Exhibit 10.10 of the Company's Current Report on Form 8-K, as | ||
filed with the Securities and Exchange Commission on April 5, 2007. | ||
(b)(1)(B) | Amended and Restated Second Step Commitment Letter, dated as of April 5, 2007, by and among | |
Tribune Company, J.P. Morgan Securities Inc., JPMorgan Chase Bank, N.A., Merrill Lynch Capital | ||
Corporation, Citigroup Global Markets Inc., Banc of America Securities LLC, Banc of America | ||
Bridge LLC and Bank of America, N.A., incorporated by reference to Exhibit 10.11 of the | ||
Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on | ||
April 5, 2007. | ||
(b)(2)(A)* | Exhibit A to Amended and Restated First Step Commitment Letter, dated as of April 5, 2007, by and | |
among Tribune Company, J.P. Morgan Securities Inc., JPMorgan Chase Bank, N.A., Merrill Lynch | ||
Capital Corporation, Citigroup Global Markets Inc., Banc of America Securities LLC and Bank of | ||
America, N.A. | ||
(b)(2)(B)* | Exhibit A to Amended and Restated Second Step Commitment Letter, dated as of April 5, 2007, by | |
and among Tribune Company, J.P. Morgan Securities Inc., JPMorgan Chase Bank, N.A., Merrill | ||
Lynch Capital Corporation, Citigroup Global Markets Inc., Banc of America Securities LLC, Banc | ||
of America Bridge LLC and Bank of America, N.A. | ||
(b)(3) | Credit Agreement, dated as of May 17, 2007, by and among Tribune Company, as borrower, the | |
lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Merrill Lynch Capital | ||
Corporation, as syndication agent, Citicorp North America, Inc., Bank of America, N.A. and | ||
Barclays Bank plc, as co-documentation agents, and J.P. Morgan Securities Inc., Merrill Lynch, | ||
Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Banc of America Securities | ||
LLC, as joint lead arrangers and joint bookrunners, incorporated by reference to Exhibit 4.1 of the | ||
Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on | ||
May 17, 2007. | ||
(b)(4) | Amendment No. 1 to Credit Agreement, dated as of June 4, 2007, by and among Tribune Company, | |
as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Merrill | ||
Lynch Capital Corporation, as syndication agent, Citicorp North America, Inc., Bank of | ||
America, N.A., and Barclays Bank plc, as co-documentation agents, and J.P. Morgan Securities Inc., | ||
Merrill Lynch, Pierce, Fenner and Smith Incorporated, Citigroup Global Markets Inc. and Banc of | ||
America Securities LLC, as joint lead arrangers and joint bookrunners, incorporated by reference to | ||
Exhibit 4.1 of the Company's Current Report on Form 8-K, as filed with the Securities and Exchange | ||
Commission on June 5, 2007. | ||
(c)(1)* | Opinion of Morgan Stanley & Co. Incorporated, dated April 1, 2007. | |
(c)(2)* | Opinion of Merrill Lynch & Co., dated April 1, 2007. | |
(c)(3)* | Excerpt from financial analysis presentation materials, dated February 12, 2007, prepared by Merrill | |
Lynch & Co. and Citigroup Global Markets Inc., for the Committee of Independent Directors of the | ||
Board of Directors of Tribune. | ||
(c)(4)* | Excerpt from financial analysis presentation materials, dated February 24, 2007, prepared by Merrill | |
Lynch & Co. and Citigroup Global Markets Inc., for the Committee of Independent Directors of the | ||
Board of Directors of Tribune. | ||
(c)(5)* | Financial analysis presentation materials, dated March 21, 2007, prepared by Merrill Lynch & Co. | |
and Citigroup Global Markets Inc., for the Committee of Independent Directors of the Board of | ||
Directors of Tribune. | ||
(c)(6)* | Financial analysis presentation materials, dated March 30, 2007, prepared by Merrill Lynch & Co. | |
and Citigroup Global Markets Inc., for the Committee of Independent Directors of the Board of | ||
Directors of Tribune. | ||
(c)(7)* | Financial analysis presentation materials, dated March 21, 2007, prepared by Morgan Stanley & Co. | |
Incorporated, for the Committee of Independent Directors of the Board of Directors of Tribune. | ||
(c)(8)* | Financial analysis presentation materials, dated March 30, 2007, prepared by Morgan Stanley & Co. | |
Incorporated, for the Committee of Independent Directors of the Board of Directors of Tribune. |
(c)(9)* | Financial analysis presentation materials, dated March 30, 2007, prepared by Morgan Stanley & Co. | |
Incorporated, for the Committee of Independent Directors of the Board of Directors of Tribune. | ||
(c)(10)* | Financial analysis presentation materials, dated April 1, 2007, prepared by Morgan Stanley & Co. | |
Incorporated, for the Committee of Independent Directors of the Board of Directors of Tribune. | ||
(c)(11)****** | Opinion of Valuation Research Corporation, dated May 9, 2007. | |
(c)(12)****** | Tribune Company Solvency Opinion Analysis, dated May 9, 2007, prepared by Valuation Research | |
Corporation for the Board of Directors of Tribune. | ||
(c)(13)********* | Opinion of Valuation Research Corporation, dated May 24, 2007. | |
(d)(1) | Agreement and Plan of Merger, dated as of April 1, 2007, by and among Tribune Company, Tesop | |
Corporation, GreatBanc Trust Company, not in its individual or corporate capacity, but solely as | ||
trustee of the Tribune Employee Stock Ownership Trust, which forms a part of the Tribune | ||
Employee Stock Ownership Plan and EGI-TRB, L.L.C. (solely for the limited purposes of | ||
Section 8.12 thereof), incorporated by reference to Exhibit 10.1 of the Company's Current Report on | ||
Form 8-K, as filed with the Securities and Exchange Commission on April 5, 2007. | ||
(d)(2) | Registration Rights Agreement, dated as of April 1, 2007, by and among Tribune Company, | |
EGI-TRB, L.L.C. and GreatBanc Trust Company, not in its individual or corporate capacity, but | ||
solely as trustee of the Tribune Employee Stock Ownership Trust, which forms a part of the Tribune | ||
Employee Stock Ownership Plan, incorporated by reference to Exhibit 4.1 of the Company's Current | ||
Report on Form 8-K, as filed with the Securities and Exchange Commission on April 5, 2007. | ||
(d)(3) | Registration Rights Agreement, dated as of April 1, 2007, by and between Tribune Company and | |
each of Chandler Trust No. 1 and Chandler Trust No. 2, incorporated by reference to Exhibit 4.2 of | ||
the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission | ||
on April 5, 2007. | ||
(d)(4) | Securities Purchase Agreement, dated as of April 1, 2007, by and among Tribune Company, | |
EGI-TRB, L.L.C. and Samuel Zell, incorporated by reference to Exhibit 10.2 of the Company's | ||
Current Report on Form 8-K, as filed with the Securities and Exchange Commission on April 5, | ||
2007. | ||
(d)(5) | Form of Subordinated Exchangeable Promissory Note of Tribune Company, incorporated by | |
reference to Exhibit 10.3 of the Company's Current Report on Form 8-K, as filed with the Securities | ||
and Exchange Commission on April 5, 2007. | ||
(d)(6) | Form of Subordinated Promissory Note of Tribune Company, incorporated by reference to | |
Exhibit 10.4 of the Company's Current Report on Form 8-K, as filed with the Securities and | ||
Exchange Commission on April 5, 2007. | ||
(d)(7) | Form of Warrant Agreement, incorporated by reference to Exhibit 10.5 of the Company's Current | |
Report on Form 8-K, as filed with the Securities and Exchange Commission on April 5, 2007. | ||
(d)(8) | ESOP Purchase Agreement, dated as of April 1, 2007, by and between Tribune Company and | |
GreatBanc Trust Company, not in its individual or corporate capacity, but solely as trustee of the | ||
Tribune Employee Stock Ownership Trust, a separate trust created under the Tribune Employee | ||
Stock Ownership Plan, incorporated by reference to Exhibit 10.6 of the Company's Current Report | ||
on Form 8-K, as filed with the Securities and Exchange Commission on April 5, 2007. | ||
(d)(9) | ESOP Loan Agreement, dated as of April 1, 2007, by and between Tribune Company and GreatBanc | |
Trust Company, not in its individual or corporate capacity, but solely as trustee of the Tribune | ||
Employee Stock Ownership Trust, which implements and forms a part of the Tribune Employee | ||
Stock Ownership Plan, incorporated by reference to Exhibit 10.7 of the Company's Current Report | ||
on Form 8-K, as filed with the Securities and Exchange Commission on April 5, 2007. | ||
(d)(10) | ESOP Note, dated as of April 1, 2007, executed by GreatBanc Trust Company, not in its individual | |
or corporate capacity, but solely in its capacity as trustee of the Tribune Employee Stock Ownership | ||
Trust, which implements and forms a part of the Tribune Employee Stock Ownership Plan in favor | ||
of Tribune Company, incorporated by reference to Exhibit 10.8 of the Company's Current Report on | ||
Form 8-K, as filed with the Securities and Exchange Commission on April 5, 2007. |
(d)(11) | ESOP Pledge Agreement, dated as of April 1, 2007, between the Company and GreatBanc Trust | |
Company, not in its individual or corporate capacity but solely in its capacity as trustee of the | ||
Tribune Employee Stock Ownership Trust, which forms a part of the Tribune Employee Stock | ||
Ownership Plan, incorporated by reference to Exhibit 10.9 of the Company's Current Report on | ||
Form 8-K, as filed with the Securities and Exchange Commission on April 5, 2007. | ||
(d)(12) | Investor Rights Agreement, dated as of April 1, 2007, by and among Tribune Company, EGI-TRB, | |
L.L.C. and GreatBanc Trust Company, not in its individual or corporate capacity, but solely as | ||
trustee of the Tribune Employee Stock Ownership Trust, which forms a part of the Tribune | ||
Employee Stock Ownership Plan, incorporated by reference to Exhibit 10.12 of the Company's | ||
Current Report on Form 8-K, as filed with the Securities and Exchange Commission on April 5, | ||
2007. | ||
(d)(13) | Voting Agreement, dated as of April 1, 2007, by and among Tribune Company, and each of | |
Chandler Trust No. 1 and Chandler Trust No. 2, incorporated by reference to Exhibit 10.13 of the | ||
Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on | ||
April 5, 2007. | ||
(d)(14) | Tribune Employee Stock Ownership Plan, incorporated by reference to Exhibit 10.14 of the | |
Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on | ||
April 5, 2007. | ||
(d)(15) | Tribune Employee Stock Ownership Trust, dated April 1, 2007, by and between Tribune Company | |
and GreatBanc Trust Company, not in its individual or corporate capacity, but solely as trustee of the | ||
Tribune Employee Stock Ownership Trust, incorporated by reference to Exhibit 10.15 of the | ||
Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on | ||
April 5, 2007. | ||
(d)(16) | Rights Agreement between Tribune Company and First Chicago Trust Company of New York, as | |
Rights Agent, dated as of December 12, 1997, incorporated by reference from Exhibit 4.1 of the | ||
Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and | ||
Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 1 to Current | ||
Report on Form 8-K, dated December 12, 1997. | ||
(d)(17) | Amendment No. 1, dated as of June 12, 2000, to the Rights Agreement between Tribune Company | |
and First Chicago Trust Company of New York, as Rights Agent, incorporated by reference from | ||
Exhibit 4.1 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with | ||
the Securities and Exchange Commission on February 28, 2006, incorporating by reference from | ||
Exhibit 4.1 to Current Report on Form 8-K, dated June 12, 2000. | ||
(d)(18) | Amendment No. 2, dated as of September 21, 2006, to the Rights Agreement between Tribune | |
Company and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, | ||
N.A., formerly known as First Chicago Trust Company of New York), as Rights Agent, incorporated | ||
by reference from Exhibit 4.1 to Current Report on Form 8-K, dated September 21, 2006. | ||
(d)(19) | Amendment No. 3, dated as of April 1, 2007, to the Rights Agreement between Tribune Company | |
and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A., | ||
formerly known as First Chicago Trust Company of New York), as Rights Agent, as amended by | ||
Amendment No. 1, dated as of June 12, 2000, and Amendment No. 2, dated as of September 21, | ||
2006, incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K, as | ||
filed with the Securities and Exchange Commission on April 5, 2007. | ||
(d)(20) | Tribune Company Supplemental Retirement Plan, as amended and restated October 18, 2006, | |
incorporated by reference from Exhibit 10.1 of the Company's Form 10-K for the fiscal year ended | ||
December 31, 2006, as filed with the Securities and Exchange Commission on February 26, 2007, | ||
incorporating by reference from Exhibit 10.3 to Current Report on Form 8-K, dated October 18, | ||
2006. | ||
(d)(21) | Tribune Company Directors' Deferred Compensation Plan, as amended and restated effective as of | |
January 1, 2005, incorporated by reference from Exhibit 10.2 of the Company's Form 10-K for the | ||
fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on | ||
February 28, 2006, incorporating by reference from Exhibit 10.2 to Current Report on Form 8-K, | ||
dated December 22, 2005. |
(d)(22) | The Times Mirror Company Deferred Compensation Plan for Non-Employee Directors, | |
incorporated by reference from Exhibit 10.3 of the Company's Form 10-K for the fiscal year ended | ||
December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, | ||
incorporating by reference from Exhibit 10.7 to The Times Mirror Company's Annual Report on | ||
Form 10-K as filed March 29, 1995. | ||
(d)(23) | Tribune Company Bonus Deferral Plan, as amended and restated as of October 18, 2006, | |
incorporated by reference from Exhibit 10.4 of the Company's Form 10-K for the fiscal year ended | ||
December 31, 2006, as filed with the Securities and Exchange Commission on February 26, 2007, | ||
incorporating by reference from Exhibit 10.1 to Current Report on Form 8-K, dated October 18, | ||
2006. | ||
(d)(24) | Tribune Company 1992 Long-Term Incentive Plan, effective as of April 29, 1992, as amended | |
April 19, 1994, incorporated by reference from Exhibit 10.5 of the Company's Form 10-K for the | ||
fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on | ||
February 28, 2006, incorporating by reference from Exhibit 10.11 to Annual Report on Form 10-K | ||
as filed March 22, 1995. | ||
(d)(25) | First Amendment to Tribune Company 1992 Long-Term Incentive Plan, effective October 24, 2000, | |
incorporated by reference from Exhibit 10.5a of the Company's Form 10-K for the fiscal year ended | ||
December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, | ||
incorporating by reference from Exhibit 10.6a to Annual Report on Form 10-K as filed March 27, | ||
2001. | ||
(d)(26) | Tribune Company Executive Financial Counseling Plan, effective October 19, 1988, as amended | |
January 1, 1994, incorporated by reference from Exhibit 10.6 of the Company's Form 10-K for the | ||
fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on | ||
February 28, 2006, incorporating by reference from Exhibit 10.13 to Annual Report on Form 10-K | ||
as filed March 23, 1994. | ||
(d)(27) | Tribune Company Transitional Compensation Plan for Executive Employees, amended and restated | |
effective as of July 19, 2006, incorporated by reference from Exhibit 10.7 of the Company's | ||
Form 10-K for the fiscal year ended December 31, 2006, as filed with the Securities and Exchange | ||
Commission on February 26, 2007. | ||
(d)(28) | Tribune Company Supplemental Defined Contribution Plan, as amended and effective as of | |
October 18, 2006, incorporated by reference from Exhibit 10.8 of the Company's Form 10-K for the | ||
fiscal year ended December 31, 2006, as filed with the Securities and Exchange Commission on | ||
February 26, 2007, incorporating by reference from Exhibit 10.2 to Current Report on Form 8-K, | ||
dated October 18, 2006. | ||
(d)(29) | Tribune Company Employee Stock Purchase Plan, as amended and restated July 27, 1999, | |
incorporated by reference from Exhibit 10.9 of the Company's Form 10-K for the fiscal year ended | ||
December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, | ||
incorporating by reference from Exhibit 10.10 to Annual Report on Form 10-K as filed March 16, | ||
2000. | ||
(d)(30) | First Amendment to Tribune Company Employee Stock Purchase Plan, as amended and restated | |
July 27, 1999, incorporated by reference from Exhibit 10.9a of the Company's Form 10-K for the | ||
fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on | ||
February 28, 2006, incorporating by reference from Exhibit 10.10a to Quarterly Report on | ||
Form 10-Q for the quarter ended September 24, 2000. | ||
(d)(31) | Second Amendment to Tribune Company Employee Stock Purchase Plan, effective as of May 7, | |
2002, incorporated by reference from Exhibit 10.9b of the Company's Form 10-K for the fiscal year | ||
ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, | ||
2006, incorporating by reference from Exhibit 10.8b to Annual Report on Form 10-K as filed | ||
March 12, 2003. | ||
(d)(32) | Tribune Company 1995 Non-employee Director Stock Option Plan, as amended and restated | |
effective December 9, 2003, incorporated by reference from Exhibit 10.10 of the Company's | ||
Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange | ||
Commission on February 28, 2006, incorporating by reference from Exhibit 10.9 to Annual Report | ||
on Form 10-K as filed February 27, 2004. |
(d)(33) | Tribune Company 1996 Non-employee Director Stock Compensation Plan, as amended and restated | |
effective January 1, 2005, incorporated by reference from Exhibit 10.11 of the Company's | ||
Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange | ||
Commission on February 28, 2006, incorporating by reference from Exhibit 10.4 to Current Report | ||
of Form 8-K dated December 22, 2005. | ||
(d)(34) | Tribune Company Incentive Compensation Plan, as amended and restated effective May 12, 2004, | |
incorporated by reference from Exhibit 10.12 of the Company's Form 10-K for the fiscal year ended | ||
December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, | ||
incorporating by reference from Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter | ||
ended June 27, 2004. | ||
(d)(35) | Form of Notice of Grant and Stock Option Term Sheet, incorporated by reference from | |
Exhibit 10.12a of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed | ||
with the Securities and Exchange Commission on February 28, 2006, incorporating by reference | ||
from Exhibit 10.1 to Current Report on Form 8-K dated February 11, 2005. | ||
(d)(36) | Form of Restricted Stock Unit Award Notice, incorporated by reference from Exhibit 10.12b of the | |
Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and | ||
Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.1 to | ||
Current Report on Form 8-K dated February 21, 2006. | ||
(d)(37) | The Times Mirror Company 1997 Directors Stock Option Plan, incorporated by reference from | |
Exhibit 10.13 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed | ||
with the Securities and Exchange Commission on February 28, 2006, incorporating by reference | ||
from Exhibit 10.15 to The Times Mirror Company's Annual Report on Form 10-K as filed March 18, | ||
1997. | ||
(d)(38) | Limited Liability Company Agreement of TMCT, LLC, dated August 8, 1997, incorporated by | |
reference from Exhibit 10.14 of the Company's Form 10-K for the fiscal year ended December 25, | ||
2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by | ||
reference from Exhibit 10.1 to The Times Mirror Company's Current Report on Form 8-K, dated | ||
August 8, 1997. | ||
(d)(39) | Lease Agreement between TMCT, LLC and Times Mirror, dated August 8, 1997, incorporated by | |
reference from Exhibit 10.15 of the Company's Form 10-K for the fiscal year ended December 25, | ||
2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by | ||
reference from Exhibit 10.4 to The Times Mirror Company's Current Report on Form 8-K, dated | ||
August 8, 1997. | ||
(d)(40) | Amended and Restated Limited Liability Company Agreement of TMCT II, LLC, dated | |
September 3, 1999, incorporated by reference from Exhibit 10.16 of the Company's Form 10-K for | ||
the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on | ||
February 28, 2006, incorporating by reference from Exhibit 10.1 to The Times Mirror Company's | ||
Current Report on Form 8-K, dated September 3, 1999. | ||
(d)(41) | First Amendment to Amended and Restated Limited Liability Agreement of TMCT II, LLC, dated | |
as of August 14, 2000, incorporated by reference from Exhibit 10.16a of the Company's Form 10-K | ||
for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission | ||
on February 28, 2006, incorporating by reference from Exhibit 10.17a to Annual Report on | ||
Form 10-K as filed March 27, 2001. | ||
(d)(42) | Second Amendment to Amended and Restated Limited Liability Agreement of TMCT II, LLC, | |
dated as of August 1, 2002, incorporated by reference from Exhibit 10.16a of the Company's | ||
Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange | ||
Commission on February 28, 2006, incorporating by reference from Exhibit 10.14b to Annual | ||
Report on Form 10-K, as filed March 12, 2003. | ||
(d)(43) | Subordinated Exchangeable Promissory Note of Tribune Company, dated April 23, 2007, | |
incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, as filed | ||
with the Securities and Exchange Commission on April 24, 2007. | ||
(d)(44) | Letter Agreement, dated April 23, 2007, among Tribune Company, EGI-TRB, L.L.C. and Samuel | |
Zell, incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K, as | ||
filed with the Securities and Exchange Commission on April 24, 2007. |
(f) | Section 262 of the Delaware General Corporation Law, attached as Annex D to the Proxy Statement. | |
(g) | Not Applicable. | |
* | Previously filed on the Filing on April 25, 2007. |
** | Previously filed on Amendment No. 1 to the Filing on April 26, 2007. |
*** | Previously filed on Amendment No. 2 to the Filing on April 27, 2007. |
**** | Previously filed on Amendment No. 3 to the Filing on May 1, 2007. |
***** | Previously filed on Amendment No. 4 to the Filing on May 4, 2007. |
****** | Previously filed on Amendment No. 5 to the Filing on May 11, 2007. |
******* | Previously filed on Amendment No. 6 to the Filing on May 17, 2007. |
******** | Previously filed on Amendment No. 8 to the Filing on May 22, 2007. |
********* | Previously filed on Amendment No. 10 to the Filing on May 24, 2007. |
********** | Previously filed on Amendment No. 11 to the Filing on May 25, 2007. |
*********** | Previously filed on Amendment No. 12 to the Filing on May 31, 2007. |