Tuesday, May 31, 2016

Today in Labor History

The Johnstown Flood.  More than 2,200 die when a dam holding back a private resort lake burst upstream of Johnstown, Pennsylvania.  The resort was owned by wealthy industrialists including Andrew Carnegie and Henry Clay Frick.  Neither they nor any other members of the South Fork Fishing and Hunting Club were found guilty of fault, despite the fact the group had created the lake out of an abandoned reservoir – 1889
Some 25,000 white autoworkers walk off the job at a Detroit Packard Motor Car Co. plant, heavily involved in wartime production, when three black workers are promoted to work on a previously all-white assembly line.  The black workers were relocated and the whites returned - 1943
Rose Will Monroe, popularly known as Rosie the Riveter, dies in Clarksville, Ind.  During WWII she helped bring women into the labor force - 1997

May 30
The Ford Motor Company signs a "Technical Assistance" contract to produce cars in the Soviet Union, and Ford workers were sent to the Soviet Union to train the labor force in the use of its parts. Many American workers who made the trip, including Walter Reuther, a tool and die maker who later was to become the UAW's president,  returned home with a different view of the duties and privileges of the industrial laborer - 1929
(Bye, America: The transfer of work to other countries has escalated since Reuther’s day. In this book, young readers learn that their contemporary, Brady, is proud of his dad and wants to be just like him, working at the factory and making useful things. But that dream dies when his dad goes to work one day and is told that the factory is closing and the work is being sent to China.)
In what became known as the Memorial Day Massacre, police open fire on striking steelworkers at Republic Steel in South Chicago, killing ten and wounding more than 160 - 1937
The Ground Zero cleanup at the site of the World Trade Center is completed three months ahead of schedule due to the heroic efforts of more than 3,000 building tradesmen and women who had worked 12 hours a day, seven days a week for the previous eight months - 2002

Very unusual full page ad in LA Times

Very unusual full page ad in LA Times: It appears as a mea culpa from a lawyer husband divulging personal health details about his wife.

Saturday, May 28, 2016

Today in Labor History

May 28  --  Union Communications Services, Inc.

The Ladies Shoe Binders Society formed in New York - 1835
Fifteen women were dismissed from their jobs at the Curtis Publishing Company in Philadelphia for dancing the Turkey Trot. They were on their lunch break, but management thought the dance too racy - 1912
At least 30,000 workers in Rochester, N.Y., participate in a general strike in support of municipal workers who had been fired for forming a union - 1946

The 'Mad Money' wall of shame—Tribune Publishing’s Chairman

Friday, May 27, 2016

Friday Morning in the Blogosphere

Los Angeles Times Press Room mid 1960's

What does it take to be a newspaper? - Hernando Sun

Times Press-Recorder to shut down after 129 years - The Tribune

Disney Bans LA Times Reporter From ‘Frozen’ Stage Premiere - The Wrap

Tribune Investor Blasts 'Self-Interest' of Company Leadership - Chicago Patch

Warren Buffett: I'll Be 'Last Guy Standing' to Sell Off Newspapers - Newsmax

Tribune Publishing Shares Jump After Gannett Ups Its Offer - The Motley Fool

Politico Aims to Boost Media-Industry Coverage by Removing Paywall - Variety

20 years ago, experts predicted newspapers might come on a book-sized receiver - Poynter

A No-Confidence Vote and Lawsuit Could Drive a Tribune-Gannett Combination - TheStreet

For weary rank-and-filers at the Los Angeles Times, a survivor’s mentality has set in - Poynter

Today in Labor History

The U.S. Supreme Court declares the Depression-era National Industrial Recovery Act to be unconstitutional, about a month before it was set to expire – 1935
The CIO-affiliated Insurance Workers of America merges with its AFL counterpart, the Insurance Agents International Union to form the Insurance Workers International Union.  The union later became part of the United Food and Commercial Workers - 1959
May 26
Men and women weavers in Pawtucket, R.I., stage nation's first "co-ed" strike - 1824
Western Federation of Miners members strike for 8-hour day, Cripple Creek, Colo. - 1894
Actors’ Equity Assn. is founded by 112 actors at a meeting in New York City’s Pabst Grand Circle Hotel.  Producer George M. Cohan responds: “I will drive an elevator for a living before I will do business with any actors’ union.”  Later a sign will appear in Times Square reading: “Elevator operator wanted.  George M. Cohan need not apply" - 1913
(Coping with Difficult People: Bosses, supervisors, co-workers, friends, family members... difficult people can make your life hell, but you can do something about it. Based on fourteen years of research and observation, Coping with Difficult People offers proven, effective techniques guaranteed to help you right the balance in bad relationships and take charge of your life.)
IWW Marine Transport Workers strike, Philadelphia - 1920

Some 100,000 steel workers and miners in mines owned by steel companies strike in seven states.  The Memorial Day Massacre, in which ten strikers were killed by police at Republic Steel in Chicago, took place four days later, on May 30 - 1937

Ford Motor Co. security guards attack union organizers and supporters attempting to distribute literature outside the plant in Dearborn, Mich., in an event that was to become known as the “Battle of the Overpass.” The guards tried to destroy any photos showing the attack, but some survived—and inspired the Pulitzer committee to establish a prize for photography – 1937

Stamp Your Good - Test Program

Please Donate Throughout the Month of May!

Donate fresh food…from anywhere

This year, the Stamp Out Hunger® Food Drive will accept online food donations for hunger organizations.  “StampYourGoodis being provided through Food Drive partner Amp Your Good.

Amp’s online “Crowd-Feeding” platform makes it easy to donate fresh fruits, vegetables and other healthy food.

How it works: Make an online donation to Stamp Out Hunger anytime in May.
·                     Select the city/area you want to support
·                     Pick out and purchase the food you want to buy
·                     The food will be delivered for you at the end of the Stamp Out  Hunger drive
·                     You’ll get a tax receipt for your donation
For more information about Amp Your Good and Crowd-Feeding, visit ampyourgood.com.

Again please go to our website StampYourGood.comanytime between now and May 31st to donate.    Thank you !

Wednesday, May 25, 2016

Today in Labor History

May 25  --  Union Communications Services, Inc.

Striking shoemakers in Philadelphia are arrested and charged with criminal conspiracy for violating an English common law that bars schemes aimed at forcing wage increases. The strike was broken - 1805
Philip Murray is born in Scotland. He went on to emigrate to the U.S., become founder and first president of the United Steelworkers of America, and head of the Congress of Industrial Organizations (CIO) from 1940 until his death in 1952 - 1886
Two company houses occupied by non-union coal miners are blown up and destroyed during a strike against the Glendale Gas & Coal Co. in Wheeling, W. Va. - 1925
Thousands of unemployed WWI veterans arrive in Washington, D.C., to demand early payment of a bonus they had been told they would get, but not until 1945. They built a shantytown near the U.S. Capitol but were burned out by U.S. troops after two months - 1932
The notorious 11-month Remington Rand strike begins. The strike spawned the "Mohawk Valley (N.Y.) formula," described by investigators as a corporate plan to discredit union leaders, frighten the public with the threat of violence, employ thugs to beat up strikers, and other tactics. The National Labor Relations Board termed the formula "a battle plan for industrial war" - 1936
The AFL-CIO begins what is to become an unsuccessful campaign for a 35-hour workweek, with the goal of reducing unemployment. Earlier tries by organized labor for 32- or 35-hour weeks also failed - 1962

Now, that's hard news

Occasionally I re-post note worthy articles, here's one I really enjoyed since I was a printer for almost forty years at the Los Angeles Times, by my friend Bob Pool.

In Highland Park, front pages rendered in concrete are a machinist's legacy.

December 24, 2013|Bob Pool | Los Angeles Times
Pedestrians walking along La Prada Street in Highland Park step back in time as they pass by concrete "editions" of newspapers reporting the news that "Yankees KO Dodgers, Again," or "Argentina Invades Falklands" and "How Carter Saved Summit." All in screaming headlines. Molly Millar stands on a small hillside in the back of the home she shares with Michael Dodge in Highland Park. Molly looks at impressions of Los Angeles Times newspaper front ages stamped in concrete. These concrete impressions were put up by one-time Los Angeles Times pressroom employee Leon Rudek, the previous owner of the house.

Leon Rudek loved his newspaper job so much that he constructed a sidewalk in front of his house out of front pages.

And those who take a closer look may notice that dozens of the front pages cover the bottom of the slope behind his house, and hundreds more serve as roofing shingles on the garage-workshop.

"He chose the biggest headlines," said Rudek's widow, Marta, of the newspaper sidewalk.
Rudek was a machinist for the Los Angeles Times for 27 years and used the plastic printing plates, part of a process long ago phased out, as molds for the concrete front pages.
For The Record
Los Angeles Times Wednesday, December 25, 2013 Home Edition Main News Part A Page 4 News Desk 1 inches; 52 words Type of Material: Correction
Concrete news pages: An article in the Dec. 24 LATExtra section about Leon Rudek, who rendered front pages of the Los Angeles Times in concrete, was accompanied by a caption that said Rudek died in 1991. As the story noted, Rudek retired from The Times in 1991 and died 11 years later.
At the end of his shift, Rudek would gather some of the more interesting front page plates -- usually from the "Late Final" street edition that used big headlines -- and take them home. There, he put them in homemade molds and poured concrete on top. Once the heavy panels had hardened, he peeled away the plates to reveal readable images of front pages etched in concrete -- 60 of which he used to form the sidewalk.
"I was born in 1966, so these events help set up a chronology of my life," said John Rudek, one of the former newspaperman's sons. "There were these events taking place, like the pope being replaced and Nixon resigning.
"These were frames of reference for me."
Rudek retired from the newspaper in 1991 and died 11 years later at age 75.
Born in Poland, Rudek was 13 when the Nazis invaded his country. One day when he was going to a market to buy bread for his family, German SS officers grabbed him and took him to a farm, where they put him to work.
"They treated him like a slave," said his son Dr. Robert Rudek, a Riverside surgeon. "He escaped and found his way to England and found a group of Poles who formed a Polish army. He was just a kid, 16, too young to fight. But he went to North Africa and Italy anyway."
Though the elder Rudek had only a sixth-grade education, after the war he was unwilling to return to Poland and resume his education, said Marta, who now lives in Pasadena. "He was afraid of the Communists."
When he learned it would take about eight years to immigrate to the U.S., Rudek decided in 1948 to relocate to Argentina, where numerous Poles had fled after the war. That's where he met his future wife, also a Polish immigrant. They married in 1949 when Rudek was working as a blacksmith and ironworker. He brought his young family to this country in 1962 when architect Richard J. Neutra sponsored their immigration.
Rudek had done some work for Neutra, who responded by writing "a beautiful letter of recommendation" describing his skills and work ethic that Rudek used to land his job at The Times in 1965, Marta said.
His knowledge of how things worked paid off when the newspaper opened its Olympic Boulevard printing plant downtown. The pressroom was equipped with robotic machines to move two-ton rolls of newsprint. But the robots malfunctioned when being directed to turn at certain intersections. The manufacturer sent engineers from New York to fix them, but they couldn't locate the problem.
Rudek surmised that the electronic chips embedded in the floor that directed the robots were in the wrong place. So he chiseled them out and moved them to a spot where they could signal the robots which way to go. These days, the robotic paper-movers are equipped with lasers that direct them to the proper location.

Tuesday, May 24, 2016

Today in Labor History

May 24  --  Union Communications Services, Inc.

After 14 years of construction and the deaths of 27 workers, the Brooklyn Bridge over New York’s East River opens. Newspapers call it “the eighth wonder of the world” - 1883
(Skilled Hands, Strong Spirits follows the history of the Building and Construction Trades Department of the AFL-CIO from the emergence of building trades councils to the age of the skyscraper. It takes the reader through treacherous fights over jurisdiction as new building materials and methods of work evolved and describes numerous Department campaigns to improve safety standards, work with contractors to promote unionized construction, and forge a sense of industrial unity among its fifteen (and at times nineteen) autonomous and highly diverse affiliates. Arranged chronologically, Skilled Hands, Strong Spirits is based on archival research in Department, AFL-CIO, and U.S. government records as well as numerous union journals, the local and national press, and interviews with former Department officers.)
Some 2,300 members of the United Rubber Workers, on strike for 10 months against five Bridgestone-Firestone plants, agree to return to work without a contract. They had been fighting demands for 12-hour shifts and wage increases tied to productivity gains - 1995

Monday, May 23, 2016

Patrick Soon-Shiong buys into Tribune Publishing

Patrick Soon-Shiong buys into Tribune Publishing: He becomes the second largest shareholder, vice chairman of the board, and Michael Ferro's defense against a takeover by Gannett.

Monday Night in the Blogosphere

Life is all about family and close friends.
Here I am with grandsons Aiden and Bentley.

Tribune Publishing to reject Gannett offer - Reuters

Can Michael Ferro fend off Gannett with this one weird trick? - Politico

Doctor’s Stake in Tribune Is to Preserve ‘Public Trust’ - New York Times

Tribune Investor Seeks to Revive Print With ‘Machine Vision’ - Bloomberg

An Abrupt End to The Tampa Tribune After a Blow Delivered by Its Rival - NYT

From Newspapers To Biotech? Plan For Owner Of LA Times Doesn't Add Up - Forbes

Tribune Publishing Receives $70.5 Million Growth Capital Investment - Business Wire

Who is Patrick Soon-Shiong, Tribune Publishing's new No. 2 shareholder? - L.A. Times

Gannett Signals Bid for Tribune Hinges on Shareholder Support - The Wall Street Journal

White Men Working at the Washington Post Make More Money Than Their Peers - NYMag

Today in Labor History

An estimated 100,000 textile workers, including more than 10,000 children, strike in the Philadelphia area. Among the issues: 60-hour workweeks, including night hours, for the children - 1903
The Battle of Toledo begins today: a five-day running battle between roughly 6,000 strikers at the Electric Auto-Lite company of Toledo, Ohio, and 1,300 members of the Ohio National Guard. Two strikers died and more than 200 were injured. The battle began in the sixth week of what ultimately became a successful two-month fight for union recognition and higher pay. One guardsman told aToledo Blade reporter: "Our high school graduation is... tonight and we were supposed to be getting our diplomas” – 1934
U.S. railroad strike starts, later crushed when President Truman threatens to draft strikers - 1946

The Granite Cutters Int’l Association of America merges with Tile, Marble, Terrazzo, Finishers & Shopmen, which five years later merged into the Carpenters - 1983

Sunday, May 22, 2016


May 22, 2016
ISS Does Not Support Gannett’s Withhold Campaign; Says Tribune Board Response “Appears to Be Appropriate” And “Unaffected Market Price May Not Have Fairly Represented Intrinsic Value of Company”
CHICAGO--(BUSINESS WIRE)-- Tribune Publishing Co. (NYSE: TPUB) today announced that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy voting and corporate governance advisory firm, recommended Tribune shareholders vote “For” the majority of the Company’s directors and not support Gannett’s withhold campaign.
Tribune Publishing CEO, Justin Dearborn, commented, “We are pleased with the ISS recommendation which clearly acknowledges the thorough and appropriate nature of our Board’s response to Gannett and the value potential inherent in the execution of our strategic plan.”
In its report, ISS noted the following with regard to Gannett’s proposal1:
“The current offer of $15.00 in cash per share is a 99 percent premium to the unaffected closing price the day prior to Gannett first making its offer (at that point,$12.25 in cash per share) public. There is reason to believe, however, that the unaffected price may have materially underrepresented the intrinsic value of the company – which is a function of both the assets themselves and the management ability which leverages those assets to create greater value for shareholders.
“This set of facts, in aggregate, might suggest that the board has grounds for declining to engage on an offer with the eye popping premium to market…since the market price itself may not have fairly represented the intrinsic value of the company – let alone its prospects under the revised strategic plan being formulated by its new leadership.
“Whether that bid is in fact sufficiently compelling as a starting point for negotiations is also reasonably in doubt, given that even the improved bid is at or below the median EV/EBITDA multiple at which peers are currently trading. The favorability of the bid compared to the next-best alternative, remaining stand-alone under a new leadership and a new strategy, is also unclear, just three months in. Given these considerations it appears that the target board's response – which has been more extensive than merely saying "no" – appears to have been appropriate, leaving little reason, at this meeting, to believe withholding votes from directors, on the grounds Gannett has argued, is warranted.
“…Tribune's new CEO described a plan that appears to be both well thought-out and a significant departure from the company's previous course…The meaningful improvement in the company's adjusted EBITDA margins in Q1 2016 relative to the same period in 2015 suggests that the current efforts may be more effective than what preceded them.
“…the board – which had clearly been in the process of creating a new strategy, not only by bringing in a new chairman and a new CEO but also by refreshing five of its 8 seats in 2016 alone – has begun to lay out for investors the framework of the new strategy which, it contends, will deliver higher value under its new leadership than what the company's performance under the prior team would have suggested.”
Goldman, Sachs & Co. and Lazard are acting as financial advisors and Kirkland & Ellis LLP is acting as legal advisor to Tribune Publishing.

Why does Gannett want to buy Tribune publishing?


CHICAGO--(BUSINESS WIRE)-- Tribune Publishing Co. (NYSE: TPUB) today issued the following statement in response to Gannett’s May 20 letter to Tribune Publishing shareholders:
“Once again, Jeff Louis and Robert Dickey are misleading investors with half-truths and conjecture designed to mask their desperate need to acquire Tribune Publishingto save their own business and their positions. This latest statement contradicts what Gannett has been stating to our shareholders, that we haven’t been engaged in discussions. To set the record straight, Mr. Ferro’s alleged comments in the May 12 meeting were grossly mischaracterized and taken out of context. As he has stated repeatedly in public, Mr. Ferro indicated that Gannett’s previous proposal, while certainly in the best interests of Gannett shareholders, was not in the best interest of Tribune shareholders.
“Our focus at Tribune Publishing is clear. We are prepared to engage regarding any reasonable proposal that delivers value for our shareholders, but we will not succumb to hostile tactics designed to steal the Company from our shareholders. Tribune Publishing has consistently engaged with Gannett, including a May 12 meeting between our Chairman and CEO and Messrs. Louis and Dickey, requested by Tribune, which was notably followed by Gannett’s revised proposal increasing their offer to acquire the Company. We are executing a plan to transform the Company in response to the massive changes which have overtaken the publishing industry. The sole focus of Tribune Publishing and our Board of Directors remains acting in the best interests of all shareholders.
“Notwithstanding the fact that Gannett continues to engage in the reckless use of false and misleading comments about the meeting between the companies on May 12and has resorted to ad hominem attacks on the Tribune Publishing Board, our Board is in the process of dispassionately, thoughtfully and thoroughly reviewing Gannett’s latest proposal and will respond to it in short order.”
As previously disclosed, the Tribune Publishing Board of Directors, in consultation with its independent financial and legal advisors, is reviewing Gannett’s revised proposal to acquire all outstanding shares of Tribune Publishing common stock for $15.00 per share in cash.
Goldman, Sachs & Co. and Lazard are acting as financial advisors and Kirkland & Ellis LLP is acting as legal advisor to Tribune Publishing.
About Tribune Publishing:
Tribune Publishing Company (NYSE:TPUB) is a diversified media and marketing-solutions company that delivers innovative experiences for audiences and advertisers across all platforms. The company’s diverse portfolio of iconic news and information brands includes 11 award-winning major daily titles, more than 60 digital properties and more than 180 verticals in markets, including Los AngelesSan DiegoChicagoSouth FloridaOrlandoBaltimoreCarroll County and Annapolis, Md.;Hartford, Conn.Allentown, Pa., and Newport News, Va. Tribune Publishing also offers an array of customized marketing solutions, and operates a number of niche products, including Hoy, El Sentinel and VidaLatina, making Tribune Publishing the country’s largest Spanish-language publisher. Tribune Publishing Company is headquartered in Chicago.

Gannett (GCI) Reiterates Commitment to Tribune Publishing (TPUB) Deal, Mails Letter to Stockholders

May 20, 2016
Dear Tribune Publishing Company Stockholder,
On May 16, 2016, Gannett Co., Inc. (“Gannett”) increased its offer to acquire all of Tribune Publishing Company (“Tribune”) to $15.00 per share from $12.25 per share. Gannett’s offer represents certain and superior cash value for your shares during an increasingly uncertain time for the industry. The $15.00 per share offer price represents:
  • 99% premium to the $7.52 closing price of Tribune’s common stock on April 22, 2016, the last trading day before Gannett publicly announced its initial offer for Tribune, and
  • 76% premium to the $8.50 per share price at which Tribune recently sold common stock to an entity controlled by Michael Ferro, who was then made Tribune’s chairman.
On May 4, 2016, Tribune’s Board of Directors (the “Tribune Board”) formally rejected Gannett’s initial offer of $12.25 per share, without entering into substantive discussions, making a counteroffer or otherwise engaging with Gannett. While Gannett has since increased its offer for Tribune, the Tribune Board has yet to respond to or engage with Gannett regarding the increased offer. By not engaging constructively with Gannett regarding its offer and continuing to pursue a substance-free, newly developed and unproven strategy based on “Tronc,” we believe the Tribune Board is jeopardizing your investment and disregarding your best interests.
Do not let the Tribune Board stand in the way of your obtaining superior and certain cash value for your shares.
Tribune’s 2016 Annual Meeting of Stockholders, scheduled for June 2, 2016, is an opportunity for you to influence the value of your investment. Gannett strongly urges you to WITHHOLD” votes for ALLof Tribune’s director nominees on the enclosed GOLD proxy card today. By voting WITHHOLD” for all of Tribune’s director nominees, you are sending a clear message that Tribune stockholders want the Tribune Board to engage immediately in a constructive dialogue with Gannett regarding its offer.
We believe the Tribune Board is disregarding your interests by preventing you from realizing superior and certain cash value for your shares. The Tribune Board:
  • Rejected Gannett’s initial offer outright, without entering into substantive discussions, making a counteroffer or otherwise engaging with Gannett, even though Gannett’s initial offer represented a significant premium to Tribune’s unaffected stock price and far exceeded the $8.50 per share price at which Tribune recently issued common shares to an entity controlled by Michael Ferro;
  • Implemented a “poison pill” that provides yet another roadblock to stockholders realizing superior and certain cash value for their investment; and
  • Has allowed its chairman, Mr. Ferro, to publicly state that Tribune is not for sale at any price, despite public statements from Tribune stockholders urging Tribune to engage, as well as wide public recognition of the financial benefits of the proposed transaction.
Gannett believes that the Tribune Board’s conduct is rooted in significant corporate governance deficiencies that were exacerbated when the Tribune Board sold control of Tribune to Mr. Ferro at a discount. In February 2016, Tribune sold approximately 16 percent of Tribune’s common stock to an entity controlled by Mr. Ferro for $8.50 per share. The $8.50 per share price represented a discount of $0.50 or six percent from Tribune’s closing stock price on February 3, 2016, the day prior to the announcement of Mr. Ferro’s investment. Mr. Ferro, Tribune’s newly crowned chairman, then led the Tribune Board in taking a series of steps that we believe have conveyed disproportionate control to Mr. Ferro. We’ve outlined the significant deterioration in Board independence on side A of the accompanying enclosure.
As depicted on side B of the accompanying enclosure, while Mr. Ferro owns a minority stake of approximately 16 percent of Tribune, after the June 2, 2016 Annual Meeting, we believe Mr. Ferro will control a majority of the Tribune Board. The significant ties between Mr. Ferro and these director nominees should trouble all Tribune stockholders (other than Mr. Ferro). Mr. Ferro has an unproven track-record in the publishing industry, and his tenure as an ineffective operator with The Chicago Sun-Times is well-documented and resulted in a poor outcome. If the Tribune Board cannot act independently of Mr. Ferro, as its recent actions suggest, it casts legitimate doubt on the prospect of a successful future for Tribune.
Mr. Ferro has made clear that his own self-interest, and not the best interests of all of Tribune’s stockholders, is guiding his response to Gannett’s offer. During a May 12, 2016 meeting with Gannett’s chairman and Gannett’s chief executive officer, Mr. Ferro stated that a business combination between Gannett and Tribune could make sense as long as Mr. Ferro would have a "significant role" at the company post-closing and was its "largest shareholder." Mr. Ferro went on to state that he is unwilling to engage in a process unless he, personally, would get “a piece of the action."
Whether or not you plan to attend the 2016 Annual Meeting, we strongly encourage you to make your voice heard by using the enclosed GOLD proxy card today to WITHHOLD your votes with respect to ALL of the director nominees to the Tribune Board. Send them a message they can’t ignore and let them know you expect them to engage with Gannett, in order to provide you with the opportunity to realize superior and certain cash value for your shares.
The Gannett Board of Directors
Your Vote Is Important, No Matter How Many Or How Few Shares You Own
If you have questions about how to vote your shares, or need additional
assistance, please contact the firm assisting us in the solicitation of proxies:
Stockholders Call Toll-Free: (888) 750-5834
Banks and Brokers Call Collect: (212) 750-5833
If you have already submitted a vote using the White proxy card, it’s not too late to change your vote.
Only your latest-dated proxy counts!
Gannett’s revised $15.00 all-cash offer represents a premium of 99% to the $7.52 closing price of Tribune’s common stock on April 22, 2016, the last trading day before Gannett publicly announced its initial offer for Tribune. The total value of the revised offer is approximately $864 million, including the assumption of certain Tribune liabilities, which include approximately $385 million of debt outstanding as of March 27, 2016. The $15.00 per share offer price also represents a 76% premium to the $8.50 share price at which Tribune recently issued common shares to an entity controlled Michael Ferro. The $8.50 share price represented a discount of $0.50 or six percent from the closing price of Tribune’s common stock on February 3, 2016, the day prior to the announcement of Michael Ferro’s investment.
Methuselah Advisors is acting as the exclusive financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel.
Certain statements in this communication may be forward looking in nature or constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed acquisition of Tribune by Gannett and the benefits of the proposed acquisition. Forward-looking statements include all statements that are not historical facts and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Any such statements speak only as of the date the statements were made and are not guarantees of future performance. The matters discussed in these forward-looking statements are subject to a number of risks, trends, uncertainties and other factors that could cause actual results and developments to differ materially from those projected, anticipated or implied in the forward-looking statements. These factors include, among other things, the ability of Gannett and Tribune to agree to the terms of the proposed transaction and, in the event a definitive transaction agreement is executed, the ability of the parties to obtain any necessary stockholder and regulatory approvals, to satisfy any other conditions to the closing of the transaction and to consummate the proposed transaction on a timely basis, as well as changes in business strategies, economic conditions affecting the newspaper publishing business and Gannett’s ability to successfully integrate Tribune’s operations and employees with Gannett’s existing business. Additional information regarding risks, trends, uncertainties and other factors that may cause actual results to differ materially from these forward-looking statements is available in Gannett’s filings with the U.S. Securities and Exchange Commission, including Gannett’s annual report on Form 10-K. Any forward-looking statements should be evaluated in light of these important risk factors. Gannett is not responsible for updating or revising any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal that Gannett has made for a business combination transaction with Tribune. In furtherance of this proposal and subject to future developments, Gannett (and, if a negotiated transaction is agreed, Tribune) may file one or more proxy statements or other documents with the SEC. This communication is not a substitute for any proxy statement or other document Gannett and/or Tribune may file with the SEC in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF TRIBUNE ARE URGED TO READ THE PROXY STATEMENTS OR OTHER DOCUMENTS FILED WITH THE SEC WITH RESPECT TO THE PROPOSED TRANSACTION CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement with respect to the proposed transaction (if and when available) will be mailed to stockholders of Tribune. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC through the web site maintained by the SEC athttp://www.sec.gov.
This communication does not constitute a solicitation of a proxy from any stockholder with respect to the proposed transaction. However, Gannett and/or Tribune and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Gannett’s directors and executive officers in Gannett’s definitive proxy statement for its 2016 annual meeting of stockholders, which was filed with the SEC on March 23, 2016, and Gannett’s annual report on Form 10-K for the fiscal year ended December 27, 2015, which was filed with the SEC on February 25, 2016. You can find information about Tribune’s directors and executive officers in Tribune’s definitive proxy statement for its 2016 annual meeting of stockholders, which was filed with the SEC on April 19, 2016. Additional information regarding the interests of such potential participants will be included in one or more proxy statements or other relevant documents filed with the SEC if and when they become available. You may obtain free copies of these documents using the sources indicated above.

Today in Labor History

May 22  --  Union Communications Services, Inc.

Eugene V. Debs imprisoned in Woodstock, Ill., for role in Pullman strike - 1895
(The Bending Cross: A Biography of Eugene V. Debs: Eugene V. Debs was a labor activist in the late 19th and early 20th centuries who captured the heart and soul of the nation’s working people. He was brilliant, sincere, compassionate and scrupulously honest. A founder of one of the nation’s first industrial unions, the American Railway Union, he went on to help launch the Industrial Workers of the World -- the Wobblies. A man of firm beliefs and dedication, he ran for President of the United States five times under the banner of the Socialist Party, in 1912 earning 6 percent of the popular vote.)
While white locomotive firemen on the Georgia Railroad strike, Blacks who are hired as replacements are whipped and stoned—not by the union men, but by white citizens outraged that Blacks are being hired over Whites.  The Engineers union threatens to stop work because their members are being affected by the violence - 1909
Civil Service Retirement Act of 1920 gives federal workers a pension - 1920
President Lyndon B. Johnson announces the goals of his Great Society social reforms: to bring “an end to poverty and racial injustice” in America - 1964

May 21 
Italian activists and anarchists Nicola Sacco and Bartolomeo Vanzetti, widely believed to have been framed for murder, go on trial today. They eventually are executed as part of a government campaign against dissidents - 1921

The “Little Wagner Act” is signed in Hawaii, guaranteeing pineapple and sugar workers the right to bargain collectively.  After negotiations failed, a successful 79-day strike shut down 33 of the territory’s 34 plantations and brought higher wages and a 40-hour week - 1945

Nearly 100,000 unionized SBC Communications Inc. workers begin a 4-day strike to protest the local phone giant’s latest contract offer - 2004

May 20
The Railway Labor Act takes effect today. It is the first federal legislation protecting workers’ rights to form unions - 1926
Some 9,000 rubber workers strike in Akron, Ohio - 1933

May 19
Two hundred sixteen miners die from an explosion and its aftermath at the Fraterville Mine in Anderson County, Tenn.  All but three of Fraterville’s adult males were killed.  The mine had a reputation for fair contracts and pay—miners were represented by the United Mine Workers—and was considered safe; methane may have leaked in from a nearby mine - 1902
Shootout in Matewan, W. Va., between striking union miners (led by Police Chief Sid Hatfield) and coal company agents. Ten died, including seven agents - 1920
(Working Stiffs, Union Maids, Reds, and Riffraff: An Expanded Guide to Films About Labor: The conflict in W. Va. is the subject of the terrific film, Matewan, one of many movies included in this encyclopedic guide to 350 labor films from around the world, ranging from those you’ve heard of—Salt of the Earth, The Grapes of Wrath, Roger & Me—to those you’ve never heard of but will fall in love with once you see them.)
The Steel Workers Organizing Committee, formed by the Congress of Industrial Organizations, formally becomes the United Steelworkers of America - 1942
A total of 31 dockworkers are killed, 350 workers and others are injured when four barges carrying 467 tons of ammunition blow up at South Amboy, N.J. They were loading mines that had been deemed unsafe by the Army and were being shipped to the Asian market for sale - 1950

May 18
In what may have been baseball’s first labor strike, the Detroit Tigers refuse to play after team leader Ty Cobb is suspended: he went into the stands and beat a fan who had been heckling him.  Cobb was reinstated and the Tigers went back to work after the team manager’s failed attempt to replace the players with a local college team: their pitcher gave up 24 runs - 1912

Amalgamated Meat Cutters union organizers launch a campaign in the nation’s packinghouses, an effort that was to bring representation to 100,000 workers over the following two years - 1917

Jerry Wurf, who was to serve as president of the American Federation of State, County and Municipal Employees (AFSCME) from 1964 to his death in 1981, born in New York City. The union grew from about 220,000 members to more than 1 million during his presidency - 1919

Big Bill Haywood, a founding member and leader of the Industrial Workers of the World (the Wobblies), dies in exile in the Soviet Union - 1928

Atlanta transit workers, objecting to a new city requirement that they be fingerprinted as part of the employment process, go on strike. They relented and returned to work six months later - 1950

Insurance Agents Int’l Union and Insurance Workers of America merge to become Insurance Workers Int’l Union (later to merge into the UFCW) - 1959

Oklahoma jury finds for the estate of atomic worker Karen Silkwood, orders Kerr-McGee Nuclear Co. to pay $505,000 in actual damages, $10 million in punitive damages for negligence leading to Silkwood’s plutonium contamination - 1979
(The Killing of Karen Silkwood: This is an updated edition of the groundbreaking book about the death of union activist Karen Silkwood, an employee of a plutonium processing plant, who was killed in a mysterious car crash on her way to deliver important documents to a newspaper reporter in 1974. Silkwood’s death at age 28 was highly suspicious: she had been working on health and safety issues at the plant, and a lot of people stood to benefit by her death.  If all you know about Karen Silkwood, her work, and the circumstances surrounding her death is what you saw in the movie Silkwood, with Meryl Streep portraying the young activist, you’ll be in for a real awakening: the author, an investigative reporter, explores the possibility of involvement not only by the Kerr-McGee Corporation, but by the Atomic Energy Commission, the FBI and the CIA.)
May 17
Supreme Court outlaws segregation in public schools - 1954
Twelve Starbucks baristas in a midtown Manhattan store, declaring they couldn’t live on $7.75 an hour, signed cards demanding representation by the Industrial Workers of the World, or Wobblies - 2004

May 16
Minneapolis general strike backs Teamsters, who are striking most of the city’s trucking companies - 1934
U.S. Supreme Court issues Mackay decision, which permits the permanent replacement of striking workers. The decision had little impact until Ronald Reagan’s replacement of striking air traffic controllers (PATCO) in 1981, a move that signaled anti-union private sector employers that it was OK to do likewise - 1938
Black labor leader and peace activist A. Philip Randolph dies. He was president of the Brotherhood of Sleeping Car Porters and first Black on the AFL-CIO executive board, and a principal organizer of the 1963 March on Washington - 1979