Chandlers Off Tribune Board!

More details on the Chandler/Tribune stock deal:

Chandler family directors resign from Tribune board

By James P. Miller and Phil Rosenthal
Tribune staff reporters
Published June 4, 2007, 4:24 PM CDT


Tribune Co. said Monday that the directors representing the Chandler family trust have resigned from the board, in accordance with an earlier agreement.

With the resignations of Chandler representatives Jeffrey Chandler, Roger Goodan and William Stinehart, Jr., Tribune Chairman, President and Chief Executive Dennis FitzSimons heads a nine-person board that includes Chicago billionaire Sam Zell, who is set to become chairman in the fourth quarter, assuming his plan to take Tribune private with an employee stock option plan goes through.

The Chandlers, heirs to the Times Mirror Co. empire, came along with the Los Angeles Times and other media properties when Tribune acquired Times Mirror in 2000.

Because the Chandler family swapped a portion of its Times-Mirror holding for Tribune Co. shares in the 2000 transaction, the Chandlers became Tribune's biggest stockholder, with an about 20 percent stake.

Over time, relations became strained between the Chandlers and the rest of Tribune's board. The Chandlers' public call last year to have Tribune put itself up for sale led directly to the agreement announced earlier this year, in which Chicago financier Sam Zell is combining with an employee stock ownership plan to take Tribune private.

In the first phase of that maneuver, Tribune recently offered to buy back at $34 a share 126 million shares, or about 52 percent of the company's outstanding common stock. The second phase of the buyback is expected late in 2007, when the company will repurchase the remaining shares out at the same $34 price.

In connection with the going-private accord, the Chandler representatives had agreed to step down from Tribune's board.

The family tendered all of its 48.1 million Tribune shares, but because the Chicago company is buying only a portion of those tendered, the Chandlers still control about 20.4 million shares -- representing a 17 percent stake in the company's remaining outstanding stock.

The family intends to shed those remaining shares via a block trade that will be underwritten by Goldman Sachs & Co. Companies often prefer to put together an underwritten offering when a major stockholder wants to sell a large number of shares; that format ensures the holder doesn't depress the price of the company's stock by dumping a big number of shares into the open market.

FitzSimons will remain a member of what's expected to be a nine-member board when Zell, who was elected to Tribune's board on May 9, takes over as chairman at the completion of the company's going private. That board is to include at least five independent directors and an additional director affiliated with Zell.