Tribune: Buyback approved by 'clear majority'

By David B. Wilkerson, MarketWatch
Last Update: 10:54 AM ET Jun 8, 2006

CHICAGO (MarketWatch) - Tribune Co., responding to press coverage about the Chandler Trust's opposition to its plan to buy back up to 75 million shares of its stock, said Thursday that the stock repurchase was "approved by a clear majority" of its board directors.

In a filing with the Securities and Exchange Commission late Tuesday, Tribune Co. (TRB) said that eight directors approved the newspaper publisher's buyback but that Jeffrey Chandler, Roger Goodan and William Stinehart Jr. of the Chandler Trusts dissented.

The Chandler Trusts own 12.2% of Tribune Co.'s outstanding shares, the filing said.

"As has been our long-standing policy, we will continue to decline comment on private board discussions," Tribune said Thursday.

A Wall Street Journal article published Wednesday indicated that the Chandler family's objections could lead other shareholders to question Tribune's strategy.

Tribune said May 30 that it would buy back up to 75 million common shares, worth about $2 billion. Up to 53 million of the shares could be repurchased using a Dutch-auction tender offer, under which stockholders can tender some or all of their holdings at a price in the range of $28 and $32.50 each.

The company plans to fund repurchases through bank debt and publicly sold bonds.

After the offer is completed, the company's principal shareholders, McCormick Tribune Foundation and Cantigny Foundation, have agreed to sell 10 million shares to Tribune Co. That sale is subject to adjustment depending on how many shares are tendered, and it's contingent on Tribune Co. buying back at least 30 million shares in the tender.

Tribune stock was up 50 cents, or 1.65%, at $30.81 in morning trading.