-----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, IKQXanCMaNl9MaDPo+Cm1hP4SxUqkeZv2uPj5rp68q/DrIJJQwoKI4FBJbH9Wp14 XYCheYN2gsFvHSll4DAV7Q== 0001181431-07-011722.txt : 20070214 0001181431-07-011722.hdr.sgml : 20070214 20070214211826 ACCESSION NUMBER: 0001181431-07-011722 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 ISSUER: 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: 1225 BUSINESS ADDRESS: STREET 1: 435 N MICHIGAN AVE STREET 2: STE 600 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3122229100 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chandler Trust No. 1 CENTRAL INDEX KEY: 0001390059 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08572 FILM NUMBER: 07625084 BUSINESS ADDRESS: STREET 1: 350 W. COLORADO BOULEVARD STREET 2: SUITE 230 CITY: PASADENA STATE: CA ZIP: 91105 BUSINESS PHONE: 6267932623 MAIL ADDRESS: STREET 1: 350 W. COLORADO BOULEVARD STREET 2: SUITE 230 CITY: PASADENA STATE: CA ZIP: 91105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chandler Trust No. 2 CENTRAL INDEX KEY: 0001390061 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08572 FILM NUMBER: 07625083 BUSINESS ADDRESS: STREET 1: 350 W. COLORADO BOULEVARD STREET 2: SUITE 230 CITY: PASADENA STATE: CA ZIP: 91105 BUSINESS PHONE: 6267932623 MAIL ADDRESS: STREET 1: 350 W. COLORADO BOULEVARD STREET 2: SUITE 230 CITY: PASADENA STATE: CA ZIP: 91105 5 1 rrd147270.xml X0202 5 2006-12-31 0 0 1 0000726513 TRIBUNE CO TRB 0001390059 Chandler Trust No. 1 350 WEST COLORADO BOULEVARD SUITE 230 PASADENA CA 91105 0 0 1 0 0001390061 Chandler Trust No. 2 350 WEST COLORADO BOULEVARD SUITE 230 PASADENA CA 91105 0 0 1 0 Common Stock 2006-09-21 4 J 0 5590230 A 22881590 D Common Stock 2006-09-21 4 J 0 6231976 A 25244751 D Common Stock 30132 I See Footnotes Common Stock 427662 I See Footnotes Common Stock 62352 I See Footnotes Common Stock 44222 I See Footnotes Common Stock 12602 I See Footnotes On September 21, 2006, Chandler Trust No. 1 and Chandler Trust No. 2 (the "Chandler Trusts") entered into (i) a Distribution Agreement among Tribune Company ("Tribune"), TMCT, LLC ("TMCT"), Candle Holdings Corporation, Fortify Holdings Corporation and the Chandler Trusts ("TMCT Distribution Agreement"), and (ii) a Distribution Agreement among Tribune, TMCT II, LLC ("TMCT II"), Fortification Holdings Corporation, Wick Holdings Corporation, Eagle New Media Investments, LLC, Eagle Publishing Investments, LLC and the Chandler Trusts (the "TMCT II Distribution Agreement" and, together with the TMCT Distribution Agreement, the "Distribution Agreements."). Pursuant to the Distribution Agreements, TMCT and TMCT II distributed all of the remaining shares of Tribune's common stock held by TMCT and TMCT II in accordance with such members' percentage ownership interests in TMCT and TMCT II (the "Subsequent Distributions "). (Continued in Footnote 2) In these Subsequent Distributions, Chandler Trust No. 1 received 2,328,545 shares of Tribune's common stock from TMCT, and 3,261,685 shares of Tribune common stock from TMCT II, for a total of 5,590,230 additional shares of Tribune's common stock. Chandler Trust No. 2 received 303,762 shares of Tribune's common stock from TMCT, and 5,928,214 shares of Tribune's common stock from TMCT II, for a total of 6,231,976 additional shares of Tribune's common stock. These securities are owned solely by Chandler Trust No. 1, who is a member of a "group" with Chandler Trust No. 2 for purposes of Section 13(d) of the Exchange Act. The consideration for these shares of Tribune's common stock was the Chandler Trusts' initial capital contribution to TMCT and TMCT II. These securities are owned solely by Chandler Trust No. 2, who is a member of a "group" with Chandler Trust No. 1 for purposes of Section 13(d) of the Exchange Act. These securities are owned solely by Jeffrey Chandler, a trustee of both Chandler Trust No. 1 and Chandler Trust No. 2. These securities are owned solely by Camilla Chandler Frost, a trustee of both Chandler Trust No. 1 and Chandler Trust No. 2. These securities are owned solely by Roger Goodan, a trustee of both Chandler Trust No. 1 and Chandler Trust No. 2. These securities are owned solely by William Stinehart, a trustee of both Chandler Trust No. 1 and Chandler Trust No. 2. These securities are owned solely by Warren B. Williamson, a trustee of both Chandler Trust No. 1 and Chandler Trust No. 2. /s/ Susan Babcock 2007-02-14 /s/ Jeffrey Chandler 2007-02-14 /s/ Camilla Chandler Frost 2007-02-14 /s/ Roger Goodan 2007-02-14 /s/ William Stinehart, Jr. 2007-02-14 /s/ Judy C. Webb 2007-02-14 /s/ Warren B. Williamson 2007-02-14 -----END PRIVACY-ENHANCED MESSAGE-----