EX-99.(A)(1)(C) 4 a2177314zex-99_a1c.htm EX-99.(A)(1)(C)
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Exhibit (a)(1)(C)

Notice of Guaranteed Delivery
(Not to be used for Signature Guarantee)
for
Tender of Shares of Common Stock

(including the Associated Preferred Share Purchase Rights)
of
TRIBUNE COMPANY


    THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 24, 2007, UNLESS THE TENDER OFFER IS EXTENDED.


        As set forth in the section entitled "The Tender Offer—Procedures for Tendering Shares" of the Offer to Purchase (as defined below), this form must be used to accept the Tender Offer (as defined below) if (1) certificates for your shares of common stock, par value $0.01 per share, including the associated preferred share purchase rights (the "rights") issued under the Rights Agreement, dated as of December 12, 1997, as amended, of Tribune Company, a Delaware corporation (the "Company"), and Computershare Trust Company, N.A. (as successor to First Chicago Trust Company of New York) are not immediately available, (2) the procedures for book-entry transfer cannot be completed on a timely basis or (3) time will not permit all required documents to reach the Depositary prior to the Expiration Time (as defined in the section entitled "The Tender Offer—Terms of the Tender Offer" of the Offer to Purchase). This form may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary. See the section entitled "The Tender Offer—Procedures for Tendering Shares" of the Offer to Purchase. Unless the context otherwise requires, all references to the shares shall refer to the common stock of the Company and shall include the rights; and unless the rights are redeemed prior to the expiration of the Tender Offer, a tender of the shares will constitute a tender of the rights.

The Depositary for the Tender Offer is:

Computershare Trust Company, N.A.


By Mail:
Computershare Trust
Company, N.A.
Attention: Corporate Actions
P.O. Box 859208
Braintree, MA 02185-9208

 

By Facsimile Transmission:
For Eligible Institutions Only:
(781) 380-3388

For Confirmation Only Telephone:
(781) 930-4900 extension 200

 

By Hand or Overnight Courier:
Computershare Trust
Company, N.A.
Attention: Corporate Actions
161 Bay State Drive
Braintree, MA 02184

        Delivery of this Notice of Guaranteed Delivery to an address, or transmission of instructions via a facsimile number, other than as set forth above will not constitute a valid delivery.

        This Notice is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an eligible institution under the instructions in the Letter of Transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.


Ladies and Gentlemen:

        The undersigned hereby tenders to Tribune Company, a Delaware corporation (the "Company"), at $34.00 per share, on the terms and subject to the conditions set forth in the Offer to Purchase dated April 25, 2007 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Tender Offer"), receipt of which is hereby acknowledged, the number of shares set forth below, all pursuant to the guaranteed delivery procedures set forth in the section entitled "The Tender Offer—Procedures for Tendering Shares" of the Offer to Purchase. Unless the context otherwise requires, all references to the shares shall refer to the common stock of the Company and shall include the rights; and unless the rights are redeemed prior to the expiration of the Tender Offer, a tender of the shares will constitute a tender of the rights.

Number of shares to be tendered:            shares
ODD LOTS
(See Instruction 14 of the Letter of Transmittal)

        To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned either (check one box) :

        
o    is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or

        
o    is a broker, dealer, commercial bank, trust company or other nominee that (a) is tendering for the beneficial owner(s) shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of the shares.

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CONDITIONAL TENDER
(See Instruction 13 of the Letter of Transmittal)

        A tendering stockholder may condition his or her tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in the section entitled "The Tender Offer — Conditional Tender of Shares" of the Offer to Purchase. Unless at least the minimum number of shares you indicate below is purchased by the Company pursuant to the terms of the Tender Offer, none of the shares tendered by you will be purchased.
It is the tendering stockholder's responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and each stockholder is encouraged to consult his or her own tax advisor before completing this section. Unless the first box below has been checked and a minimum specified, your tender will be deemed unconditional.

        
o    The minimum number of shares that must be purchased from me, if any are purchased from me, is:                          shares.

        If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares and checked this box:

                                
o    The tendered shares represent all shares held by the undersigned.

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Certificate Nos. (if available):

 

 
   
Name(s) of Record Holder(s):    
   




(Please Type or Print)
Address(es):    
   






Zip Code:    
   
Daytime Area Code and Telephone Number:    
   
Signature(s):    
   
Dated:    
   

If shares will be tendered by book-entry transfer, check this box o and provide the following information:

 

 

 
Name of Tendering Institution:    
   
Account Number at Book-Entry Transfer Facility:    
   

THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED.

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GUARANTEE
(Not To Be Used For Signature Guarantee)

        The undersigned, a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an "eligible guarantor institution," as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby guarantees (1) that the above named person(s) "own(s)" the shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (2) that such tender of shares complies with Rule 14e-4 under the Exchange Act and (3) to deliver to the Depositary either the certificates representing the shares tendered hereby, in proper form for transfer, or a book-entry confirmation (as defined in the Offer to Purchase) with respect to such shares, in any such case together with a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees, or an agent's message (as defined in the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, within three business days (as defined in the Offer to Purchase) after the date hereof.

        The eligible institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for shares to the Depositary within the time period shown herein. Failure to do so could result in financial loss to such eligible institution.


Name of Firm:

 

 
   

Authorized Signature:

 

 
   

Name:

 

 
   
(Please Type or Print)

Title:

 

 
   

Address:

 

 
   

Zip Code:

 

 
   

Area Code and Telephone Number:

 

 
   

Dated:

 

 
   

Note: Do not send certificates for shares with this Notice.
Certificates for shares should be sent with your Letter of Transmittal.

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