-----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, HZnPk4BcUq9mujjzfFuzIAwlFQJYYCq44XFVt5A6lWkaE5E0FbinWVKTlEf6CUg7 HeAoMsHWHfEY/BlXXhnweg== 0000950131-96-001883.txt : 19960503 0000950131-96-001883.hdr.sgml : 19960503 ACCESSION NUMBER: 0000950131-96-001883 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960502 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: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-02831 FILM NUMBER: 96555536 BUSINESS ADDRESS: STREET 1: 435 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3122229100 S-3/A 1 FORM S-3 AMENDMENT #1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 1996 REGISTRATION NO. 333-02831 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRIBUNE COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 36-1880355 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 435 NORTH MICHIGAN AVENUE CHICAGO, ILLINOIS 60611 (312) 222-9100 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) --------------- DAVID J. GRANAT, VICE PRESIDENT AND TREASURER TRIBUNE COMPANY 435 NORTH MICHIGAN AVENUE CHICAGO, ILLINOIS 60611 (312) 222-3897 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) Copies of communications to: LARRY A. BARDEN EDWARD S. BEST SIDLEY & AUSTIN MAYER, BROWN & PLATT ONE FIRST NATIONAL PLAZA 190 SOUTH LASALLE STREET CHICAGO, ILLINOIS 60603 CHICAGO, ILLINOIS 60603-3441 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective as determined by market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] --------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- EXPLANATORY NOTE This Amendment No. 1 is being filed solely to file Exhibit 23.1 hereto. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Amendment to the Registration Statement on Form S-3 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on May 2, 1996. Tribune Company John W. Madigan By: _________________________________ John W. Madigan Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on May 2, 1996.
SIGNATURE TITLE --------- ----- John W. Madigan - ------------------------------------------- John W. Madigan Chairman, President and Chief Executive Officer and Director (principal executive officer) * - ------------------------------------------- James C. Dowdle Executive Vice President and Director * - ------------------------------------------- Donald C. Grenesko Senior Vice President and Chief Financial Officer (principal financial officer) * - ------------------------------------------- R. Mark Mallory Vice President and Controller (principal accounting officer) * - ------------------------------------------- Charles T. Brumback Director - ------------------------------------------- Stanton R. Cook Director
II-4
SIGNATURE TITLE --------- ----- - ------------------------------------------- Diego E. Hernandez Director - ------------------------------------------- Robert E. La Blanc Director - ------------------------------------------- Nancy Hicks Maynard Director * - ------------------------------------------- Andrew J. McKenna Director - ------------------------------------------- Kristie Miller Director * - ------------------------------------------- Newton N. Minow Director * - ------------------------------------------- James J. O'Connor Director * - ------------------------------------------- Donald H. Rumsfeld Director * - ------------------------------------------- Arnold R. Weber Director * John W. Madigan - ------------------------------------------- John W. Madigan Attorney-in-Fact
II-5 EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT DESCRIPTION ------- -------------------- * 1.1 Form of proposed Underwriting Agreement. * 1.2 Form of proposed Selling Agency Agreement. * 4.1 Indenture dated as of March 1, 1992 between Tribune Company and First Trust of Illinois, National Association, as successor trustee (successor to Continental Bank, National Association). * 4.2 Forms of proposed Debt Securities. * 4.3 Forms of proposed Warrant Agreement and Warrant Certificates (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-3, File No. 33-45793). * 5 Opinion of Sidley & Austin. *12 Statement of Computation of Ratios of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, File No. 1-8572). 23.1 Consent of Price Waterhouse LLP. *23.2 Consent of Sidley & Austin (included in Exhibit 5). *24 Powers of Attorney (contained in the Signatures page to this Registration Statement). *25 Form T-1 Statement of Eligibility of First Trust of Illinois, National Association, under the Trust Indenture Act of 1939.
- -------- * Previously filed EX-23.1 2 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated January 31, 1996, appearing in the 1995 Annual Report to Stockholders of Tribune Company, which is incorporated by reference in Tribune Company's Annual Report on Form 10-K for the year ended December 31, 1995. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, appearing in such Annual Report on Form 10-K. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP Chicago, Illinois May 1, 1996 -----END PRIVACY-ENHANCED MESSAGE-----