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UNITED STATES CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): Commission file number 1-8572 TRIBUNE COMPANY Registrants telephone number, including area code: (312) 222-9100 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions: ¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) ITEM 8.01. OTHER EVENTS. On November 30, 2007, Tribune Company (Tribune) issued a press release announcing that the Federal Communications Commission had approved the transfer of its broadcasting licenses and the extension of its cross-ownership waivers in markets where the company owns both a television station and a newspaper. Tribune's going-private transaction is expected to close by year end following satisfaction of the remaining closing conditions, including the receipt of a solvency opinion and completion of the committed financing. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) 2
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
FORM 8-K
OF THE SECURITIES EXCHANGE ACT OF 1934
November 30, 2007
(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
60611
Chicago, Illinois
(Zip code)
(Address of principal executive offices)
Exhibit No.
Description
99.1
Press Release of Tribune Company, dated November 30, 2007
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 hereunto duly authorized.
Date: November 30, 2007 |
TRIBUNE COMPANY | ||
By: /s/ CRANE H. KENNEY | ||
| ||
Name: | Crane H. Kenney | |
Title: | Senior Vice President, | |
General Counsel and | ||
Secretary |
3
EXHIBIT INDEX |
Exhibit No. | Description | |
99.1 | Press Release of Tribune Company, dated November 30, 2007 |
Exhibit 99.1 |
TRIBUNE GRANTED REGULATORY APPROVALS BY
FEDERAL COMMUNICATIONS COMMISSION
FCC Grants Transfer of Television Station Licenses and Extension of Waivers;
Going-Private Transaction Expected to Close By End of 2007
CHICAGO, Nov. 30, 2007Tribune Company (NYSE:TRB) today announced that the Federal Communications Commission has approved the transfer of its broadcasting licenses and the extension of its cross-ownership waivers in markets where the company owns both a television station and a newspaper. Tribunes going-private transaction is expected to close by year end following satisfaction of the remaining closing conditions, including the receipt of a solvency opinion and completion of the committed financing.
We appreciate todays action by the FCC, which allows our transaction to move forward, said Dennis FitzSimons, Tribune chairman, president and chief executive officer. We look forward to implementing the new ownership structure that will enable us to focus all of our energy and resources on Tribunes future.
On April 2, 2007, Tribune announced its intention to become a private company, owned 100 percent by an employee stock ownership plan (ESOP). When the transaction closes, Sam Zells investment in the company will increase to $315 million and he will become chairman of Tribunes board of directors.
To complete the transaction, Tribune sought FCC approval to transfer the operating licenses of its broadcast stations to new ownership. The company also asked for an extension of existing waivers of the FCCs cross-ownership rule in New York, Los Angeles, Hartford and South Floridamarkets in which Tribune operates both a newspaper and television station. The waivers granted today are temporary, pending the outcome of the FCCs ongoing review of media ownership rules. In Chicago, the company will be exempt from cross-ownership restrictions through a permanent waiver provision.
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TRIBUNE (NYSE:TRB) is one of the countrys top media companies, operating businesses in publishing, interactive and broadcasting. It reaches more than 80 percent of U.S. households and is the only media organization with newspapers, television stations and websites in the nations top three markets. In publishing, Tribunes leading daily newspapers include the Los Angeles Times, Chicago Tribune, Newsday (Long Island, N.Y.), The Sun (Baltimore), South Florida Sun-Sentinel, Orlando Sent inel and Hartford Courant. The companys broadcasting group operates 23 television stations, Superstation WGN on national cable, Chicagos WGN-AM and the Chicago Cubs baseball team. Popular news and information websites complement Tribunes print and broadcast properties and extend the companys nationwide audience.
Forward-Looking Statements |
This press release contains certain comments or forward-looking statements that are based largely on the companys current expectations and are subject to certain risks, trends and uncertainties. You can identify these and other forward looking statements by the use of such words as will, expect, plans, believes, estimates, intend, continue, or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Actual results could differ materially from the expectations expressed in these statements. Factors that could cause actual results to differ include risks related to the transactions being consummated; the risk that financing might not be obtained in a timely manner, without conditions, or at all; the impact of the substantial indebtedness incurred to finance the consummation of the merger; the ability to satisfy all closing conditions in the definitive agreements; difficulties in retaining employees as a result of the merger agreement; risks of unforeseen material adverse changes to our business or operations; risks that the proposed transaction disrupts current plans, operations, and business growth initiatives; the risk associated with the outcome of any legal proceedings that may be instituted against Tribune and others in connection with the merger agreement; and other factors described in Tribunes publicly available reports filed with the SEC, including the most current annual 10-K and quarterly 10-Q reports, which contain a discussion of various factors that may affect Tribunes business or financial results. These factors, including also the ability to complete the merger, could cause actual future performance to differ materially from current expectations. Tribune is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet service providers.
INVESTOR/MEDIA CONTACT: Gary Weitman 312/222-3394 (office) 312/222-1573 (fax) gweitman@tribune.com |