Los Angeles Times Pressmens 20 Year Club
Uneasy Waters Ahead
Yesterday Jeff Johnson and Mark Kurtich came by our facility, to communicate with the employees, the direction the Tribune Company will be taking over the next two years.
The slide show from Tuesday's Town Hall Meeting with Dennis FitzSimons were shown, and remarks were made on the stock tender offer and the July repurchase of thirty million additional Tribune shares.
I asked the question "What percentage of the $100 million in cut backs will occur at the Los Angeles Times Operations Departments?" and I didn't take any notes, so I believe I misunderstood Mr. Johnson's answer? I thought he said since the Los Angeles Times brings in twenty-five percent of the Tribune's profits, we would cut twenty-five million from operations this year and twenty-five million in 2007? As many of my regular readers know, I'm not very good at math, but my calculations make this 50% of the $100 million at the Los Angeles Times. I know I am in error with these numbers, so I will query my co-workers on this today.
Would someone please give me the correct numbers on the cut backs for the Los Angeles Times over the next two years?
In January of 2005 I listed all six of my credit cards on a form and decided it was time to pay everything off. I have made my goals, and paid off four of the six credit cards, with another to be paid off this December.
My Visa and Master Cards seemed to be the hardest to pay off, and that was because I continued to use them every month. So I finally did the unthinkable, and cut the cards into small pieces. I have finally started to see the balances fall, with a payment made to my Visa card every Thursday to help lower my balance as quickly as possible.
With the Los Angeles Times Newspaper claiming there will be layoffs and LA Times management saying there will not be any layoffs, what's an employee to think? I say be prepared so if the worse comes to be, your not shocked and left unprepared by what may or maynot come to be.
Have a great day,
Eddie
Are You on MySpace?

About two years ago my daughter Kristine mentioned that I should join her on a service called
MySpace.
Having no clue what this service offered, or if any costs were involved, I logged on and looked around.
Well the service is free, if you don't mind banner ads on every page you visit.
There are some groups I have enjoyed, like the over forty (for old people like myself) group, or single groups. You name it, and MySpace seems to have a group to fit every age or hobby you can think of.

Met Lowell (
pictured at the top) on MySpace last summer, and we finally had our first real visit last Saturday at his 55th birthday party.
It's really fun to exchange emails with others like Lowell, because you get a feel for the other person before actually meeting face to face.
Lowell is such a happy man, married with four children, and we had such a great time chatting with him and celebrating his birthday.
My friend Rita is also Lowell's friend, and she enjoyed meeting him as well. On MySpace users make friend requests, that you can approve or reject, and some users appear to collect as many friends as possible for some reasons beyond me?
With all the negative publicity lately regarding MySpace, most people have heard of the service, but there are many good reasons to give the service a try.
I don't spend a lot of time on MySpace, with being pulled in some many different directions, but I do get on there at least once per month. You can view my profile by
clicking here.
Eddie
David Geffen/LA Times Update
LA WeeklyBy
">Nikki Finke06-29-06
Then, yesterday’s Wall Street Journal wrote that the Chandler family, which owns its Tribune shares through trusts and is at loggerheads with FitzSimons and will become the company’s largest shareholder in the wake of Tribune’s not-very-popular $2 billion stock buyback scheme, is preparing to meet with Geffen and other potential buyers like Ron Burkle and Eli Broad, as well as private-equity and other investors. It’s all an attempt by the family that once ruled the Spring Street roost to create some drama and force a
breakup or sale of all or part of Tribune Co.
McClatchy and Tribune Introduce New Name for Former KRT News Service
News from
MarketwatchWriter unknown
06-29-06
CHICAGO, June 29, 2006 /PRNewswire via COMTEX/ -- The McClatchy Company and Tribune Media Services, a subsidiary of Tribune Company, today announced a change in the name of the Knight Ridder/Tribune Information Services (KRT). Effective immediately, the entity will be known as the McClatchy-Tribune Information Services.
With the close of the sale of Knight-Ridder, Inc. to McClatchy, the Sacramento-based media company becomes Tribune's partner in operation of the joint venture formerly known as KRT.
The McClatchy-Tribune Information Services (MCT) provides news stories, feature articles, photos, graphics, illustrations, caricatures, themed content packages and paginated products. With contributions by more than 60 newspapers in the United States and abroad and material produced by its own staff in the United States and Europe, MCT supplies content to 1,200 media clients worldwide. MCT is also a major provider of content to online information services.
The MCT products are marketed worldwide by Tribune Media Services, the content-licensing unit of Tribune Company.
"McClatchy is excited about this opportunity to join Tribune in the operation of this distinguished media service," said Howard Weaver, the McClatchy Company's vice president for news. "We are committed to maintaining the high journalism standards that have characterized the KRT service for so many years, and to finding ways to make the service a more valuable resource for our customers."
"The need for the type of content MCT provides its clients is only going to grow over the next several years," said David D. Williams, president and CEO of Tribune Media Services. "We're delighted to have McClatchy as our partner in enhancing the service and in reinforcing its position as a leading supplier of editorial material to media organizations around the world."
McClatchy and Tribune said they anticipated no changes in the way MCT aggregates and distributes content to its clients.
About The McClatchy CompanyOn June 27, 2006, The McClatchy Company acquired Knight-Ridder, Inc. At the time, Knight Ridder published 32 daily newspapers in 29 U.S. markets, with a circulation of 3.4 million daily and 4.5 million Sunday, along with a variety of investments in internet and technology companies.
As part of that announcement, McClatchy said it planned to sell 11 of the acquired newspapers that do not fit with the company's longstanding operating strategies and acquisition criteria, and to sell the St. Paul Pioneer Press due to anticipated antitrust concerns involving McClatchy's Minneapolis Star Tribune. On June 27, 2006, McClatchy completed the sales of the Duluth (MN) News Tribune; the Grand Forks (ND) Herald; the Aberdeen (SD) American News; and the Ft. Wayne (IN) News-Sentinel and a 75% interest in the Fort Wayne Joint Operating Agency.
Upon completion of the remaining divestitures, McClatchy will include 32 daily newspapers and approximately 50 non-dailies. Papers added through this transaction include The Miami Herald, The Kansas City Star, Fort Worth Star-Telegram and The Charlotte Observer. They will join McClatchy's 12 papers serving cities including Minneapolis, MN; Sacramento, CA; and Raleigh, NC. In addition, McClatchy combined with Knight Ridder has an expanded network of valuable internet assets.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTSStatements in this press release regarding the transactions between McClatchy and each of Knight Ridder, MediaNews, Hearst, Sound Publishing Holdings, Inc., Philadelphia Media Holdings LLC and The Wilkes-Barre Publishing Company Inc., the expected timetable for completing the remaining transactions, future financial and operating results, benefits and synergies of the transactions, future opportunities for the company and any other statements about management's future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," estimates and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to consummate the remaining transactions, the ability of McClatchy to successfully integrate Knight Ridder's operations and employees; the ability to realize anticipated synergies and cost savings; and the other factors described in McClatchy's Annual Report on Form 10-K for the year ended December 25, 2005 and the final Prospectus/Proxy Statement/Information Statement contained in McClatchy's Registration Statement on Form S-4 (Registration No. 333-133321). McClatchy disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.
About Tribune Media Services and Tribune Company Tribune Media Services (TMS), a subsidiary of Tribune Company, is a leading provider of information and entertainment products for print, electronic and on-air media in the United States and abroad. It distributes TV and movie listings and related editorial content under the TMS and Zap2it brands; syndicates comics, editorial cartoons, features and opinion columns; creates and distributes a variety of online information products; licenses editorial content from national periodicals; and manages national advertising networks. TMS also markets news, features, information graphics and multimedia content to media clients around the world through the McClatchy-Tribune Information Services. For more information, visit
http://www.tms.tribune.com .
Tribune Company (
TRB) is one of the country's top media companies, operating businesses in publishing and broadcasting. It reaches more than 80 percent of U.S. households and is the only media organization with newspapers, television stations and websites in the nation's top three markets.
For more information,
contact: Steve Tippie
Media Relations
Tribune Media Services
(312) 222-4455
stippie@tribune.comSOURCE
Tribune Media Services
Chandlers Seek Potential Allies
Chandlers Seek Potential Allies In Family's Fight Over Tribune
To read the full story click on the title to be re-directed to article.
Los Angeles Times Publisher at Olympic

Jeff Johnson and Mark Kurtich held a meeting at 8:30pm tonight at the Olympic Facility, and will also hold another meeting tomorrow at 1:00pm.
We were informed of the meeting around 6:00pm today, so no one is realy sure of what news they will bring? Most feel it will be news of layoffs, or other ways to cut costs.
The meeting should be over by now, and my phone has not rang, so it couldn't be too bad.
We'll find out tomorrow what the message will be.
Ed
Meeting with Dennis FitzSimons

Last night I tossed and turned in anticipation of today's town hall meeting with Dennis FitzSimons. Many of my co-workers thought it no big deal, but for myself, it's not everyday I get to see and hear a speech by the CEO of a major American Institution, so I was thrilled to be able to attend.
I pictured Mr. FitzSimons as a larger man, meaning I thought he would have a beer belly. But he was in very good physical shape, tall and slender, appears he watches what he eats and works out daily.
As I walked into the Chandler Auditorium my digital camera was noted, and I was told I could not take any photographs during the town hall meeting. Darn I thought to myself, I had charged my batteries and was set to fill my one gigabyte card with as many pictures of our CEO as I was able.
The meeting was to be limited to thirty minutes, but went on for almost an hour. About half way into the meeting Jeff Johnson went up to the podium and said something to Mr. FitzSimons. That's when we were told by Mr. FitzSimons that everything was off the record and nothing from the meeting could be broadcast in any manner. So I'm unable to share what was said at today's town hall meeting, but I'm sure it will be reported somewhere else.
As the meeting came to an end, I was saddened that I had no pictures of Mr. FitzSimons, and that I had not had my picture taken with him as well. Since I sat in the second row from the front, it took a few minutes to exit the auditorium, and who do I run right into, Mr. FitzSimons. I shook his hand and thanked him for coming to Los Angeles to speak with the employees of the Los Angeles Times. Then I popped the question "Can I have a picture taken with you?" He didn't hesitate and answered "Sure"
So much for starting my career as a reporter for the Pressmen's Twenty Year Club today.
Stay positive,
Eddie
Mark Kurtich has left the Building

Mark Kurtich, senior vice-president of production, is moving today from his home base at the Olympic Facility to Tribune West.
Mark has been a fixture at the Olympic Plant for nine years, so his moving will leave a void at our plant.
The publisher of the Los Angeles Times , Jeff Johnson, requested that Mark move closer to the square.
Good luck Mark.
Eddie
My apology goes out to Mark for spelling his last name incorrectly. Ed
Tribune Co.: 15% tendered in Dutch auction
By
Angela Moore,
MarketWatchLast Update: 9:34 AM ET Jun 27, 2006
NEW YORK (MarketWatch) -- About 45 million Tribune Co. common shares were tendered in a just-completed Dutch auction, the media company said Tuesday, adding that the tendered shares represented about 15% of its outstanding stock as of mid-May.
Chicago-based Tribune Co. (
TRB) said it expects to buy the shares at a price of $32.50 each.
The company's shares were up 5.7% at $32.66 in morning trading.
Tribune Co. has been locked in a boardroom struggle with a major shareholder, the Chandler Trusts. The shareholder group has called for Tribune Co. to separate its newspaper business from its television-broadcasting business and begin to explore other strategic alternatives, which could include tax-free spin-offs of newspaper assets or the sale of the company as a whole.
"Now, our priority is to improve operating performance through a combination of top-line growth initiatives and additional cost savings," said Dennis FitzSimons, Tribune Co.'s chairman, president and chief executive, in a statement. "We'll also continue to move forward on dispositions of non-core assets."
The company owns such newspapers as the Chicago Tribune, Newsday, the Los Angeles Times and the Baltimore Sun. It also owns 26 television stations and the Chicago Cubs baseball team, among other properties.
The buyback figure is preliminary. The final total is subject to verification by the depositary for the shares.
Tribune Co. said it will also acquire 10 million of its shares at the same price from the McCormick Tribune Foundation and the Cantigny Foundation on July 12.
The company said it plans to buy back as many as 20 million more of its shares in the open market beginning on or after July 12.
In a Dutch auction, a company sets a range of prices -- in Tribune Co.'s case, $28 to $32.50 -- within which holders can tender their shares. The company then chooses the lowest price within the range at which it can buy the number of shares specified in the offer.
Merrill Lynch and Citigroup served as co-dealer managers for the offer.
Angela Moore is a MarketWatch editor based in New York.
Tribune Announces Preliminary Results of Modified 'Dutch Auction' Tender Offer
CHICAGO, June 27, 2006 /PRNewswire-FirstCall via COMTEX/ -- Tribune Company (
TRB) today announced the preliminary results of its modified "Dutch Auction" tender offer which expired at 12:00 midnight, New York time, on Monday, June 26, 2006.
Based on the preliminary count by the depositary for the tender offer, Tribune expects to acquire approximately 45 million shares of its common stock at a price of $32.50 per share. These shares represent approximately 15 percent of the shares outstanding as of May 15, 2006. Because Tribune will purchase all of the shares tendered, no proration is required.
The number of shares to be purchased is preliminary and subject to verification by the depositary. The actual number of shares purchased will be announced upon verification and payment will occur promptly thereafter.
Pursuant to the terms of the purchase agreements with the McCormick Tribune Foundation and the Cantigny Foundation, Tribune will also acquire an aggregate of 10 million shares of Tribune common stock on July 12, subject to adjustment based upon the final number of shares tendered, at a price of $32.50 per share. Tribune plans to repurchase up to an additional 20 million shares in the open market beginning on or after July 12, 2006.
"We are pleased with the successful conclusion of the tender offer. This leveraged recapitalization represents a very meaningful step in our plan to enhance value for shareholders," said Dennis FitzSimons, Tribune chairman, president and chief executive officer. "Now, our priority is to improve operating performance through a combination of top-line growth initiatives and additional cost savings. We'll also continue to move forward on dispositions of non-core assets."
Merrill Lynch & Co. and Citigroup served as co-dealer managers for the tender offer. Georgeson Shareholder Communications Inc. served as Information Agent and Computershare Trust Company, N.A. served as the depositary. Any questions about the tender offer may be directed to Georgeson at 17 State Street, 10th Floor, New York, N.Y. 10004, telephone 866/767-8963. (Banker and brokerage firms call collect 212/440-9800.)
TRIBUNE (
TRB) is one of the country's top media companies, operating businesses in publishing and broadcasting. It reaches more than 80 percent of U.S. households and is the only media organization with newspapers, television stations and websites in the nation's top three markets. In publishing, Tribune operates 11 leading daily newspapers including the Los Angeles Times, Chicago Tribune and Newsday, plus a wide range of targeted publications. The company's broadcasting group operates 26 television stations, Superstation WGN on national cable, Chicago's WGN-AM and the Chicago Cubs baseball team. Popular news and information websites complement Tribune's print and broadcast properties and extend the company's nationwide audience.
SOURCE
Tribune Company
Showdown in Chicago
Monday June 26, 10:57 am ET
By Devin Leonard,
FORTUNE senior writer
Did you ever get good advice from a sworn enemy? Did you grit your teeth and take it, or could you just not bear to give him the satisfaction?
That's the position Tribune Co. CEO Dennis FitzSimons is in now.
He's in a very public battle with the Tribune Co.'s secondlargest shareholders, the legendary L.A. newspaper clan called the Chandlers.
On June 13, a family representative wrote a letter complaining to the Chicago-based company's board that Tribune shares had fallen more than 38% since January 2003. That, by the way, is when FitzSimons became CEO.
The letter said Tribune had pursued a failed business strategy and that it was time to break up the company or maybe just sell the whole thing. The tall mustached CEO is furious with the Chandlers, though he works hard to conceal his anger.
At his recent presentation to analysts at the Newspaper Association of America conference in New York City, FitzSimons made it clear he had no intention of selling Tribune Co.
Instead, he argued that the Chandlers' complaints are really just a smoke screen - the real issue between Tribune and the Chandlers, he said, are two taxfree partnerships in which each has a financial interest. The Chandlers want to unwind them; Tribune wants the Chandlers to indemnify it against $70 million in taxes the company might owe if they are unwound.
The Chandlers, known for their obsessive desire to avoid taxes, appear to be balking.
"The disagreement is not so much about strategy as it is about economics and tax risk," FitzSimons said.
This is what the newspaper business has come to: The descendants of Gen. Harrison Otis, who bought a stake in the Los Angeles Times 124 years ago, want to sell the 159-year-old Tribune Co., and it's all because the two sides can't agree about a tax bill.
(There's also a dispute over the value of some preferred shares and HOT SEAT Tribune CEO FitzSimons is under attack from dissident shareholders.) At least that's FitzSimons's side of the story.
His not-so-subtle implication: The Chandlers are a bunch of greedy rich people who are raising a public ruckus because they couldn't get their way in the boardroom. You can see why this fight has generated so many headlines.
The Tribune Co. is a Chicago institution once run by newspaper legends like Joseph Medill and his grandson, Col. Robert McCormick. The Chandlers controlled Times Mirror for decades - a newspaper empire that has grown to include such respected dailies as Newsday, the Baltimore Sun,and the Hartford Courant.
Tribune Co. absorbed those papers in 2000 when it struck a deal with the Chandlers to acquire Times Mirror for $8 billion.
That transformed Tribune Co. into the nation's thirdlargest newspaper publisher after Gannett and Knight RidderKnight Ridder. But it also got a pack of Chandlers - 170 of them controlling 12% of Tribune Co. stock - and handling them is proving to be more difficult than anticipated.
Now we're seeing the first big shareholder revolt at a newspaper company since last November, when Bruce Sherman of Private Capital Management sent a similar letter to Knight Ridder. That put the company into play, and now McClatchy is acquiring it for $6.5 billion.
The media world wonders if the Chandlers' letter will do the same to Tribune.
As private-equity groups and other potential bidders circle around, FitzSimons's empire may be on the verge of unraveling. The Chandlers of L.A. will never be confused with the Sulzbergers of New York or the Grahams of Washington, D.C., who put journalistic quality over economic self-interest.
Granted, the late Otis Chandler, publisher of the Los Angeles Times from 1960 to 1980, transformed the paper from a partisan rag into a Pulitzer Prize winner.
The Chandlers were appalled because they felt the paper had become too liberal, and when Otis stepped down, people speculated he'd been eased out by his relatives. Even though Otis stuck around on the Times Mirror board until 1998, his influence waned.
In 1995, the Chandlers hired Mark Willes, a former General Mills executive who vowed to use his marketing skills - he claimed to have come up with the idea for Honey Nut Cheerios - to boost the Times' circulation.
Willes became known as the "cereal killer" because of his proclivity for closing papers, selling off assets, and laying off employees. The Chandlers also got a little carried away with minimizing taxes.
"Times Mirror was very, very well known in the tax community for being the most aggressive corporate taxpayer in the country," says Robert Willens, a Lehman Brothers tax and accounting analyst. "They were willing to pretty much try any novel technique to avoid taxes."
The best example was Times Mirror's claim that it didn't owe taxes on the 1998 sale of its legalpublishing division to Reed Elsevier for $1.65 billion. Why not? Because, Times Mirror argued, the deal was a "reverse triangular merger."
In September a federal tax court ordered the company to pay back taxes on the deal. Now you see why FitzSimons is loath to do any more deals with the Chandlers that might involve a potential tax hit.
"As you are aware, Tribune absorbed a $1 billion tax bill in September that was inherited along with the Times Mirror acquisition," FitzSimons lamented. "This reduced our market capitalization and certainly damaged our stock performance vs. our peers'."
So why should Tribune take strategic advice from the Chandlers? Well, because the Chandlers, unsympathetic though they may be, have it right: The strategy behind Tribune's purchase of Times Mirror was deeply flawed.
When the deal was announced, FitzSimons's predecessor, John Madigan, predicted superior revenue growth for the merged company because it could use Times Mirror papers in L.A., New York, and Hartford to cross-promote content and advertising with Tribune's TV stations in those cities.
The company promised "incremental cross-media, national advertising, and Internet revenues of $60 million in 2001, growing to $200 million in 2005."
But the robust growth didn't materialize. For the past three years Tribune Co.'s revenues have been virtually flat. Investors and analysts have since declared the merger a failure.
Tribune's response doesn't inspire much confidence. It threw investors a bone in recent days by announcing the sales of TV stations in Albany and Atlanta. Its most ambitious plan - a $2 billion stock buyback - is a financial ploy that doesn't address the real business issue confounding Tribune Co.: The Internet is eating up circulation and ad dollars.
So, the Chandlers' representative argued in a June 13 letter, the company "should begin promptly exploring ... strategic alternatives, including breaking up and selling, or disposing in tax-free spinoffs, some or all of its newspaper properties, and the possibility of an acquisition of Tribune as a whole at an attractive premium."
There's one problem: The Chandlers still seem blinded by their aversion to taxes.
They are pushing for a tax-free spinoff of Tribune's 24 remaining television stations. That's a bad idea. Sixteen of the stations are affiliates of the new CW network, a partnership between CBS and Warner Brothers, a division of Time Warner (which also owns Time Inc., FORTUNE's parent).
The CW doesn't debut until September, and advertisers won't write big checks to the network until they see some ratings.
So in the meantime, how do you value the stations? There's no point rushing down this road.
Here's a better idea. Tribune should sell the underperforming Los Angeles Times. Publicly traded newspaper companies might not touch it. But private buyers would pay a high price.
David Geffen and Eli Broad have made no secret of their interest. The sale could raise $1 billion for Tribune and would stabilize its earnings. Most important, it would strongly signal to investors that it's no longer business at usual in Chicago.
The Chandlers have all but put the company in play with their letter. Now they have a choice: Do they worry about taxes, or do they push the company to actually make the bold moves they've called for?
If the past is any indication, the Chandlers are likely to do the former. Then again, they watched the value of their stock drop by 38% since 2003. Isn't that as bad as paying taxes?
Town Hall Meeting with Dennis FitzSimons
Well folks I have confirmation for tomorrow's town hall meeting, and I am very excited to be able to attend. This is history in the making at the Los Angeles Times, and hopefully it will be positive news for all Times employees.
If I am able to get close enough I will try and get a photograph of Mr. FitzSimons and myself to share on my blog. If not, I will still be thrilled attending the meeting. So stay tuned, I will report on tomorrow's meeting sometime Tuesday night.
Here's the confimation email.
Colleague:Your RSVP for Tuesday (June 27) morning's meeting with Dennis FitzSimons in the Chandler Auditorium has been accepted. Please plan to arrive by 10:20 a.m. The meeting will start promptly at 10:30 a.m.Eddie
The Family Feud Behind a Media Fight
• The Chandler family pushing the Tribune Company to do something with its newspapers is
described in the LAT as money hungry and, in years past, bothered by stuff like coverage of gays.
From
LAObserved
Tribune Stock Buyback Appears Likely to Reach Target
Los Angeles TimesBy Joseph Menn and Thomas S. Mulligan
June 25, 2006
Tribune Co. is likely to succeed today in its effort to buy back as much as 25% of its stock, gaining an interim victory over boardroom critics who recently called for a breakup of the Chicago-based owner of the
Los Angeles Times, KTLA-TV Channel 5, the Chicago Tribune, the Chicago Cubs baseball team and other properties. Yet the dissident Chandler family of
California, Tribune's second-largest shareholder, is not expected to give up its fight.
The Chandlers, who used their three seats on the 11-member Tribune board to vote against the buyback, have publicly criticized the company's management in recent weeks.
They attracted little public support for their campaign, but if the buyback goes through, the Chandlers will become the company's largest single stockholder.
And some investors predict that, with Tribune's tender offer expiring tonight, the family will begin sitting down with big shareholders in an attempt to form alliances that could reinvigorate the fight over Tribune's turnaround strategy. 'I've been sort of surprised that they haven't contacted me,' said one large stockholder, who requested anonymity.
A spinoff or other breakup plan 'is where the institutional holders and the Chandlers sort of get on the same page,' said another person involved with the opposition to Tribune's plan who asked not to be identified. 'The question is, are there people out there with significant chunks who are willing to line up behind them, and more important, do it publicly?' said a smaller Tribune stockholder who also asked not to be named. 'That's what it's all about.' Some shareholders who support the buyback agree with the Chandlers' assessment that the company would be worth more in pieces than whole. Among those who believe Tribune could do more to increase shareholder value is John Miller of Ariel Capital Management, which is Tribune's sixth-largest shareholder. Ariel has been supportive of the company thus far, and Miller called the share buyback 'an important first step' in a long-term recovery plan for Tribune. But he said it was only a first step.
Analysts say a public alliance of the Chandlers and other investors could lead to a rival slate running for the board.
Another option for the Chandlers, analysts suggested, is to endorse a major transaction with a specific outside party, such as one of the private investment firms that have inquired about buying some or all of the television business. The family also might simply disclose more about the interest it has received for other properties, whetting shareholders' appetite for asset sales. A number of Los Angeles financiers, including Eli Broad, Ron Burkle and David Geffen, have recently discussed a potential multibillion-dollar bid for The Times, according to people briefed on those talks who asked not to be named because the discussions are confidential. If such a bid materialized, it would probably be a joint effort, the people said. 'Burkle and Geffen are neighbors, and either could write a check for The Times,' one said. 'They are not going to get into a bidding war.' In Baltimore, where Tribune owns the Baltimore Sun, the Abell Foundation, which is tied to the former owners of the paper, expressed interest this month in a joint bid if the property becomes available.
Without some new alliances, the Chandlers' effort probably would come to an end, investors said, even though a successful buyback would make them the single largest Tribune holder.
Under the buyback, Tribune's largest shareholder would cash in shares.
The buyback has three phases. In the first, ending tonight at midnight Eastern time, shareholders can tell Tribune at what price they would be willing to sell their shares between $28 and $32.50. The stock closed Friday at $31.34, so many holders could be willing to sell at $32.50. Tribune will pay the lowest single price per share it can to collect as many as 53 million shares through the so-called Dutch auction.
It will then pay the same per-share price for an additional 10 million shares owned by the McCormick Tribune Foundation, a charity governed by Tribune top management and former executives that owns 13.6% of the Chicago
media company's stock.
Finally, Tribune can buy 12 million more shares on the open market starting next month. Tribune plans to announce the result of the Dutch auction Tuesday morning.
The Chandlers, who hold about 12% of the stock, acquired the stake in 2000, when the family sold its control of The Times and its parent, Times Mirror Co., to Tribune.
In recent weeks, they have complained that the buyback should have taken a back seat to a spinoff of Tribune's 26 TV stations or another strategic move, such as the sale of some or all of the company's 11 newspapers.
But the Chandlers also have another agenda. Many of their Tribune shares are held through two investment partnerships jointly owned with the company. For tax reasons, they wanted those partnerships unwound before the buyback. Tribune Chief Executive Dennis J. FitzSimons has treated the Chandlers 'as sort of an irritant' instead of a serious obstacle to his plans, said independent analyst John Morton. He said FitzSimons had been able to do so in part because he had behind him a bloc of eight directors, mostly 'close-knit Chicagoans.' 'If a horde of institutional investors joined the Chandlers, that might force the other eight to reconsider, just out of fiduciary duty,' Morton said. FitzSimons hasn't ruled out a spinoff of Tribune's TV properties, but he and some big investors first want to watch the performance this fall of the CW, a new network tying 16 of the stations together. A strong start could enhance their value, just as a poor season could hurt it. Noting that Tribune has also announced plans to sell 'non-core' assets to help pay down $2 billion in debt incurred in the buyback, Larry Grimes, a
Maryland-based newspaper broker, speculated that the company's Spanish-language
publishing division, including the newspaper Hoy, could go on the block. Tribune 'could recapture through existing products' the readers it would lose in such a sale, he said.
Meryl and Me

My new blog entry is up!
Attorney for the Chandlers Steers a Quiet and Inconspicuous Course
Los Angeles TimesBy David Streitfeld
June 24, 2006
For years, Chandler family lawyer William Stinehart Jr. has played the invisible front man.
One person who served with Stinehart as a director of Chandler-controlled Times Mirror Co., the former owner of the Los Angeles Times, couldn't recall him. The executive, who requested anonymity, drew a blank even after viewing a photograph of Stinehart.
People who have been in meetings with the Los Angeles tax lawyer confirm that he's taciturn. Former Times Senior Vice President Jeffrey S. Klein said Stinehart was 'a very shy, soft-spoken guy' to the point that 'I don't recall him ever saying a word' at board meetings.
Behind the scenes, however, Stinehart is the Chandler clan's designated enforcer, most recently firing the salvo that brought the family's revolt against
Tribune Co. into the open.
This month Stinehart penned a blistering letter using terms such as 'failed,' 'disastrous,' 'strategic missteps' and 'little credibility' to describe the Chicago
media company's stewardship in the six years since it acquired Times Mirror.
Stinehart sent the letter on behalf of himself and two other Chandler family representatives who sit on Tribune's board. Their demands, if implemented, would ultimately lead to the breakup or sale of the company.
Stinehart's quietness can be deceiving.
'He's conservative with words,' said Norman Sprague III, who serves with Stinehart on the board of the Harvey and Mildred Mudd Foundation. 'But he's not shy about expressing his opinions.'
In 2000, Mark Willes, then chairman of Times Mirror, found out how devastating Stinehart's words could be when the lawyer dropped by for what Willes thought was an innocuous chat.
Instead, Stinehart told Willes that the Chandlers were in secret talks to sell Times Mirror to Tribune.
An unidentified colleague who saw Willes later said he was 'white as a sheet' and heard him say, 'I just had the worst hour of my life,' according to an account written by former Times Publisher David Laventhol for the Columbia Journalism Review.
Stinehart wasn't brought in by the Chandlers to play such a role, but evolved into it. The sprawling Chandler family is made up of deeply press-adverse press lords, and they picked a lawyer in their mold.
In an era when
Google can ferret out colorful trivialities and ancient revelations on just about anyone in the public eye, Stinehart, 62, comes up dry.
His biography is the shortest among Tribune directors on the company's website, two brief paragraphs totaling fewer than 75 words.
Stinehart declined to be interviewed for this story. He even quashed a request made by The Times of Harvard-Westlake School to view the 1961 yearbook of predecessor Harvard School. Stinehart had been the school's student body president.
What is known about him is he came out of a well-to-do world, where his parents - identified in The Times' style of that long-ago era as 'Mr. and Mrs. William Stinehart of Hancock Park'
- gave parties featured in the society columns. William Stinehart Sr. died last year.
A friend from childhood, Richard Elgar Lyon Jr., recalled Stinehart as a basketball player with 'a great hook shot,' a water-skiing and volleyball buff, and an engineering student who decided he liked history better.
An usher at Stinehart's 1968 wedding, Lyon became his brother-in-
law. A prominent attorney himself, Lyon said that when they get together these days their primary sports activity involves watching the Dodgers.
Stinehart earned his bachelor's degree from Stanford University and a law degree from UCLA, where he was a member of the Order of the Coif honor society.
Stinehart's connection to the Chandlers came through Los Angeles law firm Gibson, Dunn & Crutcher, which Stinehart joined in 1969.
For years the senior attorney for both the Chandlers and Times Mirror was Gibson Dunn's F. Daniel Frost, who married into the family and served on the company's board for a quarter-century. When Frost resigned as a director in 1992, Stinehart, a tax and estate specialist at the firm, took his place. Today, Gibson Dunn's website identifies Stinehart as retired.
Despite his close ties to the Chandler family, to some family members he remains an enigma.
'He serves on the board of the family trust, but doesn't interact with the rest of the family, as far as I know,' said Harry Chandler, son of the late Times Mirror Chairman Otis Chandler.
On the Lighter Side

The damaged Lexus (pictured) is driven by our vice-president of production, Wayne AKA Russ Newton. We hope Wayne steer's the production Departments much better than he steer's his own car?
I must confess, Wayne was teaching his son Matt how to drive. This is why you do not teach a teenager how to drive with your Lexus. Let's hope Wayne never changes career's to a driving instructor.
May I humbly suggest Skip Barber or Bob Bondurant stay alive, don't let Wayne teach you to drive.
Times Pressroom Shift Supervisor Kal Hamalaianen contributed to this report.
Eddie
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Update from Dennis FitzSimons
From: FitzSimons, Dennis J.
Sent: Friday, June 23, 2006 6:16 AM
Subject: Update
Dear Fellow Employee:
As we close out what has been another busy week, here's a brief review and update:
On Tuesday we announced a management succession plan at the
Hartford Courant. On July 10, Steve Carver from WATL-TV, Atlanta, will be joining the
Courant as president. Jack Davis will continue serving as publisher and CEO through the end of 2006. At that time, Steve will succeed Jack in the publisher and CEO roles. Jack has skillfully guided the
Courant for six years and before that served in key roles within the publishing group. Steve's leadership qualities, including strong sales and news experience, will bring a fresh perspective to Hartford.
As anticipated, the Federal Communications Commission announced on Wednesday that it will begin a formal review of the current media ownership rules. This is long overdue and we welcome a new rulemaking process. Nothing is certain, but we are optimistic that the FCC is now on a path that will ultimately grant permanent relief on the newspaper-broadcast cross ownership issue. You can expect to hear and see lots of media coverage on this subject in the next several months.
Tribune Broadcasting this week acquired the off-network syndication rights to "Two and a Half Men" from Warner Bros. Our stations will launch the hit CBS comedy in the fall 2007. Fewer high-quality sitcoms are available in syndication these days, and this one will help build local ratings and revenues.
On the diversity front, Tribune has been named a "Top 10 Company for Latinos" by
DiversityInc, a wellregarded national magazine and online publisher. It was noted that Latinos account for 7.5 percent of Tribune managers and 17 percent of the company's board of directors.
Finally, our stock tender offer expires at midnight this Monday, June 26. We expect to issue a press release with preliminary results of the tender on Tuesday morning, and we'll see that you receive that information as soon as possible.
We are making progress. Thanks for your efforts.
Sincerely,
Dennis
Dennis FitzSimons Town Hall Meeting on Tuesday
To: Padgett, EdwardFrom: Johnson, Jeff
Sent: Friday, June 23, 2006 4:11 PM
Subject: Dennis FitzSimons Town Hall Meeting on Tuesday
(Managers and supervisors: Please share this with your employees who do not have e-mail. Thanks.)

Colleagues:
Dennis FitzSimons, Tribune Chairman and CEO, will be in Los Angeles next week and would like to hold a Town Hall meeting with employees on Tuesday, June 27, from 10:30 to 11 a.m. in the Chandler Auditorium. Dennis will have a few remarks about the Tribune stock tender offer and will answer questions.
Because of seating limitations in the Chandler Auditorium, we will be able to accommodate only about 350 employees at the meeting. If you want to attend this meeting, please check with your manager. Then you must RSVP by replying to this e-mail with your name, department and extension by 3 p.m. on Monday, June 26. The first 350 employees who RSVP will be contacted to confirm their participation in the meeting.
Thank you.
Jeff
UPDATE I sent my RSVP to Jeff Johnson twenty minutes after his email was sent, I wonder if I'll be allowed to attend? If I am invited for the town hall meeting, I will do my best to have my picture taken with Mr. FitzSimons, and naturally share it right here.
Someone up there Likes Me
Today is payday for all Tribune employees, and Friday for some of us.
As I logged onto Wells Fargo Online Banking early this morning while sipping on a cup of coffee, I noted my checking account balance was much larger than what my checkbook reflected. Had I made a mistake with my math?
When I reached my account statement page, I had a very large smile from ear to ear from what I was seeing online. My Federal tax return was deposited into my checking account this morning, as well as my paycheck.
Four weeks ago I wrote on my blog that my fereral tax return was rejected by the taxing authority, and when I called the Internal Revenue Service to see what error I had made, I was informed my children were used on someone else's tax return.
After checking my passed years returns, I was told to mail in a hard copy of my tax return, and I would have my money within twelve weeks. But it only took four weeks, YEAH.
The person that attempted to write off my children will be getting a letter from the IRS very soon, with penalties, and fines, and also a tax bill attached.
The good guy wins once again.
Eddie
Finding Billionaire to Buy Times May Be Tall Order
Los Angeles TimesBy
Steve LopezJune 23, 2006
Dick Riordan called my house Wednesday morning to repeat that he was willing to give me a tryout as a waiter at his restaurant, even though there wasn't much support for the idea among his staff. I showed up at the Original Pantry on Thursday and was given an apron, a bowtie and a paper hat, which could very well become my new uniform if I keep writing about the gentlemen who sign my checks.
The Pantry, a greasy spoon and downtown fixture since 1924, may outlast the newspaper industry anyway.
Riordan himself thought about starting a newspaper once but then came to his senses. And yet he'd like to see someone else — someone local — dip into their own piggy bank and buy the place, if only the current owners would put up a For-Sale sign.
The paper, as you may know, is owned by the Tribune Co., whose leaders have given no indication that they will go down as giants in American publishing history. By that I mean that if they owned a wine company with a 20% profit margin and wanted to bump it up to 22%, they would never think of improving the wine. They would instead put less wine in the bottle and slash the promotion budget to save costs.
And these are people who make a living by convincing businesses to advertise, even in the worst of times.
I figured that since I was going to be at the Pantry during the noon hour, I might as well invite some of the Southern California heavyweights who have jingled the change in their pockets and talked about buying the L.A. Times. I left messages for David Geffen, Eli Broad and Peter Ueberroth, and Riordan said he would try Ron Burkle, if not Haim Saban and Steve Soboroff.
Riordan's first move was to show me the dishwashing station, and if I'd left it up to him, I would have been scrubbing grease all afternoon. I told him I thought I was more of a people person, and he took me out to the grill to flip a few pancakes.
"You're wasting batter," Riordan scolded when some of the pancake mix flew off the grill.
Assistant Manager Jose Valdez thought I might do less damage as a waiter or maitre d', so I was moved out to the dining area to seat a few people and take drink orders. It quickly occurred to me that if I schmoozed the customers I could avoid hard work of any kind. One customer, Ron Rogers, liked my approach. He took my notebook and scribbled out a message.
"To Mr. Riordan: Please hire Steve Lopez as a waiter. He has a great personality and will be good for the establishment."
But Riordan found another customer, Rick Ovieda, who told him to get rid of me.
"He talks too much," said Ovieda.
I almost quit after waiting on my first table. Three women came in and one of them took so long to give me her order, I could have watched a World Cup soccer game.
The eggs had to be scrambled soft, but not just soft. They had to be very, very soft, please don't forget, with a hamburger steak patty not just medium but medium well, and the toast had to be buttered and tossed onto the grill just so, and how about some grilled onions on the side, with a diet coke but no ice, also some jalapeno peppers, and does that come with the breakfast potatoes?
It comes with a new waiter.
Riordan was quickly losing faith in me and said I was better as a maitre d', and I kept looking toward the door for the Billionaires Club. Not only was I going to escort them to their table, I was going to give them a little pep talk and lay out a game plan for the takeover of The Times.
That reminds me, by the way, of an e-mail I got from a reader regarding my Wednesday column, in which Broad said the newspaper ought to be owned by a local foundation more interested in community service than profits.
"Do you honestly think anyone outside the LA Times 'Family' gives a rip about all this?" asked a regular reader named Terry, who lives in Westlake Village. "Who cares?"
This is a fair question, Terry. Now pay attention to the answer.
A newspaper is not a bottle of wine, a widget or a grand slam breakfast. Whether in print or on the Web it's a voice, a forum, a cheerleader, a scold, a guide, a member of the community. This one is as imperfect as any and better than most, and there is not a more thorough and objective news report west of the Mississippi or you'd be able to name one, wouldn't you?
For two thin quarters, you get more than 900 reporters and editors who take seriously their mission to inform, entertain, and hold people in power accountable, including their own bosses. Who owns the paper matters. It matters almost as much as what the owner values, and the near-sighted hog butchers in Chicago are threatening another round of cuts that could diminish the power and purpose of a great local institution for the sake of kicking the stock up two points.
If our so-called civic leaders love Los Angeles as much as they claim, they'd be screaming that very message loud enough to turn heads in Chicago. And that's why I'm at the Pantry cafe, where I've got a takeover plan to share if the money men bother to show up for lunch.
The Tribune board includes three disgruntled representatives of the Chandler family that once owned The Times, and they think the Tribune survival strategy of buying back stock and slashing $200 million more out of the budget is a loser.
Since the Chandlers owe Los Angeles for selling off the paper to out-of-towners (can anyone imagine a New York Times owned by someone in Chicago?), they ought to be lining up a local buyer and arguing that the Tribune company can make a fortune by selling The Times.
Will this be easy? No, and it won't be cheap either, but we need the Chandlers and the local big shots to spark an investor revolt. Like I said Wednesday, I favor the St. Petersburg Times model, as does Eli Broad, in which one or more local nonprofit foundations would own the newspaper in conjunction with a journalism school.
"Come on," Riordan called out over lunch, making a plea to his no-show friends. "The city needs a home-grown owner of the L.A. Times."
I may too, after this column. If you don't see me back in this space, come by the Original Pantry and I'll get you the best table in the house.
Loophole Wizard Is Key to Chandler-Tribune Rift
Los Angeles Times By Michael A. Hiltzik
June 22, 2006
In 1994, a top executive at Times Mirror Co., then the parent of the Los Angeles Times, crafted a $2.3-billion sale of the company's cable subsidiary that so brilliantly eliminated taxes on the deal that it won him an instant following on Wall Street - and ultimately provoked Congress to close the loophole.
The executive was Chief Financial Officer Thomas Unterman, a wizard at crafting highly complicated corporate transactions that stymied the Internal Revenue Service. A boon for Times Mirror's controlling shareholders - the Chandler family - the 1994 deal also marked the beginning of a long, mutually profitable and controversial bond between the family and the Chicago-trained lawyer.
That relationship has made Unterman perhaps the most important behind-the-scenes figure in the current battle over the future of
Tribune Co., which acquired Times Mirror in 2000. As Tribune's second-largest shareholder, the Chandlers have called for a breakup or sale of the company after a bitter conflict with management over some of the financial structures Unterman put in place.
Unterman's financial acumen long has been a byword among investment bankers.
'I've followed his work for more than 20 years,' said Robert Willens, a tax expert and managing director at Lehman Bros.
Willens especially admires the sale of Times Mirror's cable unit to Cox Enterprises Inc. The structure was so widely copied that 'it was deemed a threat to the Treasury, and Congress had to close the loophole,' Willens said. 'That's pretty much the definition of a successful tax-planning technique.'
Unterman, 61, left Times Mirror in 1999 to run Rustic Canyon Partners, a Santa Monica venture capital and private equity firm that mostly invests the Chandlers' money. But before leaving, he played a key role in the sale of Times Mirror to Tribune, acting without the knowledge of many of his executive suite colleagues - including Times Mirror's chairman and chief executive, Mark H. Willes.
Unterman also engineered the creation of two partnerships between the family and Times Mirror that now present obstacles to a Tribune financial restructuring. Two 1998 Times Mirror divestitures that he was behind have since saddled Tribune with a $1-billion tax bill.
Several sources suspect Unterman had a hand in an explosive June 13 letter to the Tribune directors in which the family, which holds three board seats, accused management of 'strategic missteps' and poor execution that had reduced Tribune shares by 40% in the last two years. In the letter, the Chandlers, who own 12% of Tribune, labeled the merger a failure.
Although the Chandlers say the conflict is based on a dispute over corporate strategy, Tribune executives say it's over money and taxes.
In a speech Tuesday in New York, Tribune Chairman Dennis J. FitzSimons complained that the Chandler proposals for restructuring the company could trigger a corporate tax bill that some sources have said could be as much as $70 million. He remarked that the inherited $1-billion tax bill had already 'damaged our stock's performance' and that Tribune 'has no intention of assuming any additional tax liability' attributable to the Chandlers' interests.
The two sides are at a stalemate over how to unwind the partnerships, which include Tribune shares, real estate and venture investments.
Earlier this year, Tribune proposed removing its shares from the partnerships and substituting a new security that would eliminate or reduce the tax consequences, said a source who asked not to be named because the negotiations are confidential. The Chandlers objected, claiming the proposal would reduce their voting and dividend rights and limit their ability to sell Tribune shares for at least a year, leaving them vulnerable to any further downturn in Tribune's fortunes.
The Chandlers proposed terminating the partnerships. But that would require placing a value on the entities' illiquid holdings. FitzSimons said Tuesday that the gap between the sides was 'material.'
The partnerships were designed to enable the Chandlers to diversify their assets - then consisting largely of Times Mirror stock - without selling the shares outright. As the original owners of Times Mirror, the Chandlers' acquisition price for their shares was effectively zero for tax purposes, making virtually their entire holding subject to capital gains taxes in a sale.
The first partnership, dubbed TMCT I for 'Times Mirror Chandler Trust,' was created in 1997. The family and the company each contributed about $475 million. The family contributed Times Mirror common and preferred shares, while the company put in $249 million in cash and eight pieces of real estate valued at $226 million, including the Times' downtown headquarters, as well as properties housing the Baltimore Sun and Newsday.
The company paid about $24 million a year in rent to lease the real estate from the partnership. The family pocketed 80% of the rent and in return gave up dividends on 80% of the shares, saving the company $16.6 million a year. Times Mirror said the deal was a financial plus because the rent, unlike the dividends, was tax-deductible.
The Chandlers, at least initially, received more income from rent than they had from dividends, but they theoretically sacrificed the potential for higher dividends in the future for a steady guaranteed income from rent. The value of the real estate in that partnership is now a bone of contention between Tribune and the Chandlers.
Tribune has appraised the real estate at $325 million based on their use as newspaper facilities, according to a person who requested anonymity because talks are continuing. The family has offered Tribune an option to buy the real estate for $175 million, possibly as compensation for the tax bill Tribune would face from terminating the partnership. Tribune rebuffed the offer for reasons that are unclear.
The second partnership, created in 1999, was similar but larger. This time the Chandlers and the company each contributed $1.24 billion. As before, the Chandlers provided Times Mirror shares. The company provided $635 million in cash and several real estate investment trusts worth $600 million.
The two parties swapped income streams: Times Mirror was relieved of the burden of paying $23.5 million in dividends a year on 80% of the Chandler-contributed shares. The family received 80% of the income from the cash and real estate.
Whether the arrangements financially benefited the Chandlers over time is uncertain. Tribune documents indicate that in 2005, the family collected $79.3 million from the two partnerships while Tribune got $76.5 million, giving the family slightly more than its 50% share.
For Unterman, the 1999 deal marked a turning point in his relationship with the Chandlers. Around that time, he announced he would leave Times Mirror to manage a venture fund stocked with $500 million from the company's contribution to TMCT II.
TMCT Ventures, as the fund was named, allowed Unterman to pursue investments in new
media and high technology that he considered crucial to Time Mirror's future but that had been thwarted by Willes.
'Tom was really the most informed and most interested in expanding new media of anyone' at corporate headquarters, Harry Chandler, a former Times executive and a son of Otis Chandler, the last family member to serve as the newspaper's publisher, recalled in 2000.
Even before leaving Times Mirror, Unterman became involved in the Chandlers' next major financial move: The sale of their company to Tribune. Discussions between Tribune executives and Unterman began in late 1999 and continued with the participation of family representatives until a deal was announced the following March.
At first Unterman and Tribune management saw eye to eye. An advocate of new media and high technology, Unterman endorsed Tribune's vision for marrying TV stations and newspapers in the same markets, and using the combination as a way to attract users and advertisers to the Internet and other new media. After the merger, Unterman joined Tribune's board as a Chandler family designee. But the relationship soon soured.
For one thing, the cross-platform strategy proved to be flawed as well as untimely. 'Advertisers couldn't be trained to buy that way,' said a person familiar with events. When Internet stocks crashed, Tribune backed away from new-media investments where Unterman still saw opportunities. He left Tribune's board in 2001.
Not long after, Tribune executives had another reason to resent Unterman: a 1998 deal by Times Mirror that turned into a $1-billion tax liability for Tribune.
The original transaction involved Matthew Bender & Co., Times Mirror's underperforming legal
publishing subsidiary. Willes was determined to sell the unit in a tax-advantaged way. Accounting firm Price Waterhouse, possibly working from an Unterman template, came up with a format that broke down the simple sale of a business unit into five complicated parts, obscuring its fundamental nature.
In essence, the seller and buyer pooled their interests into a new entity. The seller contributed the business, and the buyer contributed cash. Although labeled as a tax-free 'corporate reorganization,' the buyer ended up with full control over the business unit and the seller had full control over the cash.
Anglo-Dutch publishing company Reed Elsevier, which won Bender with a $1.35-billion bid, agreed to the format in finalizing the deal. Times Mirror used much of the huge tax-free gain to capitalize the venture fund in TMCT II, giving Unterman a hand in generating the capital that he was later given to invest on the Chandlers' behalf.
Still, Willes and Unterman knew their tax-free claim was vulnerable to an IRS challenge. They lined up opinions as to its legitimacy from Times Mirror's auditing firm, Ernst & Young; its
law firm, Gibson, Dunn & Crutcher; and its investment banking firm, Goldman Sachs & Co. The company also created a reserve of $180 million in case the tax-free claim didn't fly.
Tribune executives were aware of the controversial transaction when they bought Times Mirror in 2000. But they decided to accept the certifications of Times Mirror's professional advisors. Their faith was misplaced: In 2001 an IRS audit rejected the claim and billed Tribune, as Times Mirror's successor, for roughly $400 million.
Tribune exacerbated the situation through its own misjudgment, sources said. Rather than pay the tax while it appealed, the company chose to litigate aggressively while interest charges mounted. Last September, a U.S. Tax Court judge ruled against Tribune on grounds that any transaction in which one side starts with a business and ends up with cash while the other side starts with the same cash and ends up with the business is a taxable sale, no matter how the parties label it.
By then, the delinquent bill for Bender and a second nearly identical deal had risen to $1 billion. Tribune forked over $880 million after deductions and said it would appeal.
'It's hard to feel confident that the appeals court will overrule the tax court,' Willens said. 'That was one deal that went over the line.'
Cat Chases Bear

Small things going after big things. Victory! Hurrah!
Correction
Last night I posted a message regarding newspaper waste going to the mailroom before I released them as good copies. This was not an attempt by management to cut newsprint consumption, it was a bad circuit board in the Ferag machine.
As I ran to my press today, I was delayed by a traffic accident, there were three electricians working on my Ferag. They told me they found a board causing the problem, and it was sending everything we printed to the mailroom, instead of the waste conveyor.
After swapping out the board, the Ferag ran great, so today we had a happy ending.
Eddie
Big Media's Cross to Bear
By
Sandy BrownThe Street6/22/2006 10:47 AM EDT
Newspapers and local TV stations aren't necessarily a match made in heaven, big media companies are learning.
A number of big newspaper outfits bought into the TV business in a bid to reap supposed advertising synergies. But while some operators have succeeded --
E.W. Scripps (
SSP:NYSE -
news -
research -
Cramer's Take) and
Belo (
BLC:NYSE -
news -
research -
Cramer's Take) come to mind -- such cases are proving to be the exception, not the rule.
Hard-won experience shows both the paper and the TV station must be market leaders for the owner to enjoy the benefits of cross-ownership. And of course, both properties must be in the same market.
The turmoil at
Tribune (
TRB:NYSE -
news -
research -
Cramer's Take) is a case in point. The Chandler family, a 12% shareholder, has demanded a breakup at the Chicago-based company, arguing that the cross-media strategy behind 2000's Tribune/Times Mirror merger has failed.
One industry veteran says the Chandlers are asking the right questions.
"We've always tried to have the No. 1 or No. 2 station in each of our market," says one media company manager at a rival company. "If you have the fifth TV station and a newspaper, the synergies just aren't there." This source says the Chandlers question whether management's plan to sell some assets goes far enough.
Tribune's properties in New York City serve as case in point. The company may have hot properties in L.A. and Chicago, but coupling the fifth or sixth most popular TV station in New York City with a print property like Long Island's Newsday just isn't likely to yield many advertising or cost-saving benefits.
To be fair, Tribune has sold two local TV stations in the last two weeks. One of which, a station in Atlanta, will give
Gannett (
GCI:NYSE -
news -
research -
Cramer's Take) its third duopoly TV market. Duopolies are widely acknowledged in the broadcasting industry as being economically advantageous.
But other media players, such as
New York Times (
NYT:NYSE -
news - research - Cramer's Take), own TV stations in markets that don't even hold tangential links to their print-media properties. New York Times owns five stations in such must-have localities as Wilkes-Barre, Pa., Moline, Ill., Fort Smith, Ark., and Oklahoma City, Okla.
At the Newspaper Association of America's midyear media review Tuesday, Times management was asked why it didn't sell the stations and return the cash to shareholders. Management's answer: TV stations produce cash.
But while some execs still see value in the local TV business, others are looking to move elsewhere.
News Corp.'s (
NWS:NYSE -
news - research - Cramer's Take) Rupert Murdoch is likely to powwow with
Liberty Media's (
LINTA:Nasdaq -
news - research - Cramer's Take) John Malone about unwinding the latter's 18% stake in his company. That deal seems likely to involve News Corp. selling 10 noncore TV stations in small to midsized markets, plus a boatload of cash.
Similarly,
CBS (
CBS:NYSE -
news - research - Cramer's Take) is in the process of selling some 35 or so smaller-market radio stations and focus on larger markets.
Newspaper companies that don't enjoy significant efficiencies from local TV assets might be smart to follow suit. Murdoch and Moonves, like 'em or not, have been known to make a smart move now and again.
New Blogger
Please welcome our newest blogger Jacquelyn Turner from St. Paul, Minnesota.
FCC to review rules on media ownership
By
Phil RosenthalPublished June 22, 2006
Chicago TribuneThe Federal Communications Commission said Wednesday it will begin the process of reviewing media ownership rules, kicking off a new debate on media consolidation and the impact it has had on diversity of news coverage.
For the FCC the review is a chance to decide whether a trend in the media business should be restrained.
At stake is the issue of how many television stations and radio outlets a company can own and whether they can control newspapers and broadcast outlets in a single market. For media companies, including Chicago-based Tribune Co., which owns the Chicago Tribune, the rules are of critical importance. It is testing the limits of cross-ownership in several markets, including New York and Los Angeles.
Without a loosening of FCC restrictions, it could be forced to sell off some of its properties. Its ownership of TV and radio stations and newspapers in Chicago is grandfathered and not in jeopardy.
"Ten years ago we talked about ourselves as being a newspaper publisher or a TV broadcaster. Today we'd say we're an information provider in markets," said Marshall Morton, president and chief executive of Media General Inc., a Virginia-based company that owns more than two dozen TV stations and several newspapers."
To be restricted from giving you the information that we've got because the FCC decides it's not a good idea we think is like tying an arm behind our back. So cross-ownership is very important," he said.
In 2003 the FCC adopted new rules giving media companies more freedom to own multiple media properties in the same markets. That led to a firestorm of comments from groups concerned about the lack of diversity in the media, while media companies lobbied aggressively to retain those rules.
A year later a federal appeals court in June 2004 overturned key aspects of those rules.
The issue is being revisited because the FCC must conduct a review of its broadcast ownership rules every four years, and because the commission needs to address the concerns of the appeals court.
The rulemaking process starts anew as the media landscape has changed dramatically in recent years. Now, nearly 75 percent of homes that connect to the Internet have high-speed access, allowing for all sorts of new and emerging media content to enter the living room.
Whether or not that will have an impact during this review of ownership rules remains to be seen, even though the FCC said it will study the growth of the Internet.
Democratic Commissioner Jonathan Adelstein called the plans "thin gruel to those hoping for a meaty discussion of media ownership issues."
"The large media companies wanted, and today they get, a blank check to permit further media consolidation," Adelstein said.
The 2003 vote passed 3-2, with the Republican commissioners, led by then Chairman Michael Powell, voting in favor of less restrictive ownership rules. Republicans still are a majority on the five-member commission.
The FCC plans a 120-day period to seek public comment on the new rulemaking process. In a statement, FCC Chairman Kevin Martin called the review of media ownership rules "a topic of vital importance to our democracy." He added that the commission "should take into account the competitive realities of the media marketplace while also ensuring the promotion of the important goals of localism and diversity."
Paul Levinson, a professor and the communications department chairman at Fordham University, thinks there is great danger if a handful of broadcasters control the U.S. media.
"This is one situation where I think it is good for the government to get involved," he said. "When you're talking about monopolies of information, the media is central to our democracy and to our freedom of exchanging ideas."
A Behind-the-Scenes Adviser Aids Paper Heirs
By
RICHARD SIKLOSPublished: June 22, 2006
New York TimesIn the melee that erupted last week between the Chandler family and the
Tribune Company, it has been hard to tell who is driving the Chandler caravan. After all, the Chandlers, who owned The Los Angeles Times for more than a century, are a diffuse clan numbering some 170 members, many of whom have never met one another.
One of the major players behind the scenes is Thomas Unterman. He is neither a member of the family nor a trustee overseeing its billions, nor is he one of the trust's appointees on the Tribune board. Rather, Mr. Unterman is a lawyer turned media executive turned venture capitalist who has worked for the family for years. He has acquired a reputation as a financial and legal wizard for helping put together a series of complex and sometimes contentious deals the family and the former
Times Mirror company did in the 1990's.
All of those transactions were intended to minimize the payment of taxes by the family and company. Indeed, in the specialized realm of tax-avoidance aficionados, "he's a living legend — he's a Mount Rushmore kind of guy," said Robert Willens, an accounting expert at
Lehman Brothers.
Now, Mr. Unterman, who is 61 and lives in Los Angeles, is back in the picture, fighting for the family's interests. He is an adviser to two family trusts that are represented by seven trustees, three of whom sit on the Tribune board. The Chandler trusts, which own 12 percent of Tribune, are at loggerheads with the company over the value of two partnerships Mr. Unterman created with Times Mirror in the 1990's and over who gets stuck with a potential tax bill from unwinding those partnerships.
And in a stunning display of seller's remorse, the Chandlers last week branded the Times Mirror merger a failure and publicly demanded that Tribune spin off its TV business or put itself up for sale.
As Times Mirror's chief financial officer in 1999, it was Mr. Unterman who acted as the Chandlers' emissary to Tribune in secret talks that led to the company's acquisition by the Chicago company. Mr. Unterman, who was paid more than $8 million in bonuses for his work on the sale of Times Mirror and three other deals in the 1990's, resigned shortly after the sale to Tribune was announced, and began running the $500 million venture capital arm of the Tribune-Chandler partnerships, which are known as TMCT I and TMCT II.
He was also the architect of Times Mirror's sale of two publishing businesses in 1998, deals that last year resulted in Tribune being stung with a tax ruling for nearly $1 billion, now being appealed. While Tribune executives have said they knew they were taking on a potential liability when they acquired Times Mirror, they did not anticipate such a large hit.
Behind the scenes, Mr. Unterman has been an advocate of the Chandlers' hard line in talks with Tribune and has for months been personally handling the negotiations with the company over dissolving the TMCT partnerships, people involved said.
Mr. Unterman has been adamant, along with the Chandler trustees, that the dispute with Tribune is not about unwinding the partnerships in a way favorable to the Chandlers. Rather, they argue, the real issue is Tribune's lack of a growth strategy at a time of uncertainty in the media industry.
Among other things, Mr. Unterman has been critical of the company's efforts to develop Internet businesses around its powerful local news franchises in cities like Los Angeles, Chicago, Hartford and Baltimore.
The Tribune board and its chief executive, Dennis J. FitzSimons, have rejected the Chandlers' demands and have accused the Chandlers of putting their own interests ahead of those of the rest of Tribune's shareholders. Specifically, the Chandlers are opposed to the company's previously announced plan to buy back more than $2 billion worth of its stock next Monday, calling it "hasty and ill-informed."
And a more drastic revamping of Tribune — like spinning off its TV business, which the company said it has studied for months — is not feasible for tax reasons until the TMCT partnerships are unwound.
The Chandlers would lose their three seats on the board if they tendered more than 15 percent of their shares into the buyback. The Chandlers asked the board several weeks ago if it would change its bylaws to allow them to sell more than 15 percent into the sale without losing the seats, but the board said no.
A person close to the Chandlers, who asked not to be identified because the family considers the matter confidential, said Tribune's unwillingness to let the Chandlers keep their board seats was not a factor in the trusts' decision to oppose the buyback and not sell shares.
Mr. Unterman, who declined to be interviewed for this article, is well known in legal, venture capital, media and civic circles in Los Angeles. People who know him depicted Mr. Unterman as a good listener and negotiator, but aggressive and unflinching once his mind is made up.
"He is Solomonesque," said Willem Mesdag, a former
Goldman Sachs banker who worked as an adviser to Times Mirror and is president of the board of trustees of the Los Angeles Museum of Contemporary Art, where Mr. Unterman is treasurer.
"I see him as a seeker of the right solution, which could make some parties unhappy," Mr. Mesdag said. "I don't see him as a compromiser — I think he's quite comfortable with the right solution and a disgruntled party."
One Times Mirror director at the time of the company's sale who was not affiliated with the Chandlers described Mr. Unterman as calm, rational and personable. Another longtime Times Mirror director, Alfred E. Osborne, called him "a very savvy and creative financial executive who could structure transactions superbly."
Mr. Unterman's close ties to the Chandlers gained attention when it emerged that he had approached the Tribune company about a deal without the knowledge of his ostensible boss at the time, Times Mirror's chief executive, Mark Willes.
"I think there was a kind of evil genius issue raised by some commentators" after the episode, said Henry M. Fields, a lawyer with Morrison & Foerster, the law firm where Mr. Unterman worked before joining Times Mirror as its general counsel in 1992. "He's no Svengali. I see him as an absolutely classic corporate lawyer and advocate for his clients who tries to do his best."
Mr. Unterman is something of a Chicagoan himself. He was born in Rhode Island but raised in Chicago, and attended law school at the
University of Chicago. The venture capital fund he runs, Rustic Canyon — in which Tribune has a 20 percent economic interest — has lost money since its inception in 1999, as have other funds founded during the
dot.com bubble.
Personal animosity does not appear to be a factor in the rift between the Chandlers and Tribune. But the $1 billion tax ruling on the deal Mr. Unterman devised in 1998 has made Tribune executives wary of agreeing to any proposals he puts forward that do not include the Chandlers indemnifying Tribune from more unexpected tax rulings.
"The company has no intention of assuming any additional tax liability," Mr. FitzSimons said — echoing the very position Mr. Unterman has helped the Chandlers maintain for years.
Tribune Cutting to the Bone
The following two statements have many Tribune Employees wondering what the comapny will look like in a few short years. The idea of the Los Angeles Times being sold is looking better and better as the news rolls out everyday.
Many in the pressroom are asking one another "Where else can we cut costs?"
I'm sure the blueprint for cutting costs is already written, but no one's talking.
FitzSimons added detail to Tribune's previously announced plan to cut $200 million in expenses over the next two years, saying that $40 million would come from technology efficiencies, such as centralized advertising and circulation systems.An additional $80 million to $100 million would come from, among other things, outsourcing computer operations, reducing newsprint consumption, sharing national and foreign news content among the newspapers and TV stations, and eliminating jobs through attrition and layoffs, he said. Citing the regulatory "quiet period" imposed on corporate officers while a buyback offer is pending, FitzSimons declined to answer questions from the dozens of securities analysts and reporters in the audience.Here at the Los Angeles Times Olympic Production Facility, we have already started reducing newsprint consumption. While starting my press today, I noticed my waste was going to the mailroom as good copies, and I had not pressed the good switch yet. After stopping and starting my press many times, the same thing occured, waste going to the mailroom as good newspapers, after running as few as 200 copies. Looks as if my judgement on what a good newspaper consists of is in question?
Luckily a sharp mailer pulled all the waste before it was sent out on the street.
We have very few complaints from readers of our newspaper, but with this new way of cutting waste, this will change rather quickly.
Tell me it was only a computer glitch, and not a new way of doing business at the Los Angeles Times?
Eddie
Tribune's CEO Defends Plan to Buy Back Stock, Cut Costs
By
Thomas S. Mulligan, Times Staff Writer
June 21, 2006
Los Angeles Times
NEW YORK — Tribune Co. Chief Executive Dennis J. FitzSimons said Tuesday that he would hold fast to his strategy of buying back shares and wringing out higher profits from the company's media properties by sharing resources, cutting costs and focusing on local news.
FitzSimons said he expected Tribune's stock buyback to be completed Monday on schedule.
The executive also picked up a strong endorsement from a fellow CEO at a newspaper industry conference here.
William Dean Singleton, head of Denver-based MediaNews Group Inc., called the $2-billion stock repurchase championed by FitzSimons "a brilliant idea."
Singleton predicted that with the backing of eight of Tribune's 11 directors, FitzSimons would repel a challenge from three other board members who have called for the company to be sold or broken up.
Chicago-based Tribune owns the Los Angeles Times, the Chicago Tribune, TV station KTLA, the Chicago Cubs and other media properties.
"Anytime you can buy back 25% of your stock and let the federal government pay a big hunk of it, that's a good plan," Singleton said, referring to Tribune's financing of the buyback with debt, the interest on which is tax deductible.
The three Tribune directors representing California's Chandler family — longtime owners of The Times — last week attacked the buyback as "hasty and ill-informed." They said they would not sell any of their shares, which amount to a 12% stake in Tribune, under the buyback.
The Chandlers favor a spinoff of Tribune's broadcast division as a way to lift the company's sagging stock price. Echoing a letter from Tribune's independent directors, FitzSimons said the Chandlers' proposed alternative to the stock buyback — particularly dissolving two Chandler trusts held in partnership with Tribune — would primarily benefit the family at other shareholders' expense.
"This disagreement is not so much about strategy as it is about economics and tax risk," he said.
A spokesman for the Chandler trusts indicated Tuesday that FitzSimons had mischaracterized the dispute and was using taxes as a "smokescreen." He added: "Focusing on the potential tax at the expense of taking meaningful strategic action on behalf of all shareholders is simply myopic."
FitzSimons added detail to Tribune's previously announced plan to cut $200 million in expenses over the next two years, saying that $40 million would come from technology efficiencies, such as centralized advertising and circulation systems.
An additional $80 million to $100 million would come from, among other things, outsourcing computer operations, reducing newsprint consumption, sharing national and foreign news content among the newspapers and TV stations, and eliminating jobs through attrition and layoffs, he said. Citing the regulatory "quiet period" imposed on corporate officers while a buyback offer is pending, FitzSimons declined to answer questions from the dozens of securities analysts and reporters in the audience.
During a break, FitzSimons repaired to a reception room and huddled with Singleton one-on-one for about 15 minutes.
Neither would give details of their conversation.
"General newspaper business," FitzSimons said, smiling.
Times staff writer
Michael Hiltzik contributed to this report.
New Vice President of Entertainment Advertsing
From: Johnson, Jeff
Sent: Wednesday, June 21, 2006 2:09 PM
Subject: New Vice President of Entertainment Advertising -

(
Managers and supervisors: Please share this information with employees who do not have e-mail. Thanks.) Dear Colleague,
I am very pleased to announce that Lynne Segall, vice president and associate publisher of The Hollywood Reporter, will be joining The Times as vice president, entertainment advertising, effective July 5.
This is a new position reporting to Dave Murphy, executive vice president and general manager of The Times. Lynne will lead the development and execution of advertising sales and business development strategies for the entertainment category, which includes movies, theater, music, media, television, home entertainment and sports. With this move, Lynne joins solid entertainment teams and initiatives already in place in both print and online.
With her 25 years of leadership and relationships in the entertainment and advertising world, her appointment is a clear and powerful message to the advertising, marketing and entertainment communities that we are committed to growing our multimedia entertainment portfolio. She has been a key contributor to the tremendous success of The Hollywood Reporter, and will play a similar, active role in leading our continued investment in this rapidly changing market.
Please join me in welcoming Lynne to The Times.
Jeff
Feed Burner Running Fine

Last Saturday I attended the Playboy Jazz Festival, and somewhat disappointed with the groups selected to play. The jazz was what I would call blue's jazz, just not my type of jazz, I prefer smooth jazz like played on the Wave Radio Station in Los Angeles.
This is what we see from the Olympic Facility at sunset.

Many of my fellow printers enjoy riding their motorcycles to work on warm days. And here in Los Angeles we have many warm days. Last year all motorcycles had to park at the side of the building, our current manager of the plant at that time did not like the sight of motorcycles.
The bike riders are very pleased to be able to park near the front entrance to our building, and asked that I thank those responsible for moving the parking where it belongs.

This is what many of us go through on a daily basis while attempting to get to work, Traffic.
If I worked normal hours I would take the train (Metro-Link) to work, but with the last train leaving at 8:50pm, I do not want to be stranded in Los Angeles. And taking a bus to San Dimas takes over two and a half hours, so that's not an option.
The Feed Burner is running, but will not deliver posts to your mailbox if the feed is larger than 200,000 bytes. With all the news the past few weeks, most days see much more than the limit. If I pay a fee to Feed Burner I can have unlimited (well almost unlimited) messages sent to users that opt to join the mailing list.
Eddie
FCC to kick off review of media ownership rules
By Jeremy Pelofsky
Wed Jun 21, 2006 4:04am ET
ReutersWASHINGTON (Reuters) - The U.S. Federal Communications Commission on Wednesday will embark on a new attempt to revamp media ownership restrictions and the battle lines over whether to allow more consolidation are already being drawn.
FCC Chairman Kevin Martin has long advocated lifting a 1975 restriction preventing a company from owning a newspaper as well as a radio or television station that serves the same market, arguing there was robust media competition.
Several companies, including Tribune Co. and Media General Inc., have pressed the agency to lift the ban, citing cost efficiencies, among other reasons.
"A change in the FCC cross-ownership rule would be a strong positive for our company," Marshall Morton, chief executive officer of Media General, told investors on Tuesday at an industry conference. "We'd like to be able to do it in every format we need ... we need convergence."
While Tribune wants the ban lifted, the company is facing pressure from its No. 2 shareholder to separate the company's television and publishing businesses.
Consumer advocates and political groups are already forming alliances to fight against easing the rules, arguing that consolidation would squeeze out independent voices and significantly reduce local content.
"There is enormous public concern about bias in media, about lack of diversity in the media, and about unfair presentation of all kinds of information that communities care about," said Gene Kimmelman, vice president for federal and international policy at Consumers Union.
In 2003 the FCC tried to lift the cross-ownership ban in all but the smallest markets as well as ease other ownership rules. The effort was halted by a U.S. appeals court that said the agency failed to justify the limits it set.
The FCC on Wednesday is expected to ask for public comment on what the five commissioners should do with the restrictions. Current rules also limit a company from owning more than one television station in most markets and limit the number of radio stations that a company can own in an area.
The FCC is not expected to reach any conclusions on Wednesday about the direction the restrictions could go, according to a source close to the matter. The agency likely will first hold several public hearings and conduct economic studies, the source said.
Almost a year ago Martin tried to start the rule-making process. But he had to postpone it because he did not have a Republican majority at the FCC and could not reach an agreement with the two Democrat commissioners.
A third Republican commissioner was sworn in this month, enabling Martin to launch the review without support from the Democrats. Setting new rules could take a year or more.
Martin could try to ease the cross-ownership ban separately from other restrictions, but that could spark a major fight.
The agency was barraged in 2003 with hundreds of thousands of comments and lawmakers engaged in heated lobbying on both sides. Conservative and liberal interest groups like the National Rifle Association and National Organization for Women banded together against easing restrictions and already another coalition has formed to lobby again.
Consumers Union this week unveiled a coalition that also includes the Parents Television Council, a conservative group that wants television and radio to stop airing material it believes is indecent.
Free the Press From Corporate Profiteers
June 21, 2006
By
Steve LopezLos Angeles TimesThe possibility of my newspaper being purchased by someone with no experience and no earthly idea what he's doing is quickly becoming rather appealing.
Not that I want that to be construed as a negative assessment of the current owners, who may well be the smartest executives working in corporate journalism today. I know that, because I've worked for all the major chains, one of which, Knight Ridder, will cease to exist later this month because it's run by morons.
I'm no MBA, but after 30 years in the business, I think the problem isn't necessarily the managers but the model. Newspapers and Wall Street make for a bad marriage, and I'm tired of the bickering.
For whatever reason, the standard corporate practice of slashing staff and turning first-rate products into mediocrities doesn't seem to be working. Tribune's latest plan to turn things around is to buy back a big chunk of its stock and cut $200 million out of the budget.
If it works, long live Tribune, and even the Cubs. If not, then I have a question: Who's going to be signing my checks?
Richard Riordan, the former mayor of Los Angeles, used to say he'd like to have a newspaper, so I called him up. Turns out he's over that idea.
Why?
"Because you're going down the tubes," he said, insisting the whole industry is cooked. He said he'd keep me in mind for a waiter's job at his Original Pantry cafe, but he didn't make any promises.
If we're going down the tubes, I asked Riordan, how does he explain a 20% profit margin for The Times? What other businesses rake in that kind of dough?
Wall Street, Riordan reminded me, doesn't care what you made yesterday. It cares what you made today and what you'll make tomorrow. With readers switching over to the Internet, where it's harder to sell subscriptions and ads, the future is gloomy.
I say he's wrong. I say a smart owner can put out a good newspaper and make a handsome profit, but not if he has to answer to Wall Street's insatiable appetite for more, more, more, as the Tribune directors do. It would have to be a private operation, perhaps even a nonprofit. And Riordan's pal Eli Broad, L.A.'s go-to philanthropist, was rumored to be thinking along those same lines.
Look, maybe I'm overstepping here, but rather than dangle slowly in the wind that blows out of Chicago, I thought I'd try to broker a deal. I know Broad, after all. Love the guy, and he runs everything else in town, so why not the paper?
My pal Eli was in a meeting when I called, so I rang up an old chum in Florida, Jim Naughton, a former editor at the New York Times and Philadelphia Inquirer. He also used to run the Poynter Institute, a nonprofit journalism foundation that owns the St. Petersburg Times.
Naughton said the St. Pete paper's late owner, Nelson Poynter, saw the future of corporate ownership and predicted that quality would eventually lose out to greed. So he signed over his stock to the school and established a partnership to keep the bean-counters at bay. To this day, St. Pete has one of the better newspapers in the country, and pretty good profits, to boot, all of which are kicked back into the school.
Could the same thing work in L.A.?
Most definitely, said George Rahdert, the Poynter attorney who told me similar arrangements exist in a few other cities.
"One thing it does is allow a newspaper to take the long view."
Precisely.
"One thing we often say here is that a journalism school that owns a newspaper is sort of like a medical school that owns a hospital. It makes a lot of sense."
Brilliant.
So, what if the L.A. Times hooked up with the Annenberg School for Communication at USC?"
USC or Annenberg could come in," Rahdert agreed, "or the Poynter Institute, or the Peter Ueberroth/David Geffen School of Communications could come in. You'd need to set up a legitimate educational organization."
He said he'd be happy to tell Broad all about it. Now all I had to do was close the deal at this end. Champing at the bit, I left another message at the Broad Foundation, and my phone rang minutes later.
"I'd be interested," Broad said, telling me he'd given it some thought but hadn't thoroughly investigated the possibility of buying The Times. "Look, our foundation would be interested. I can't speak for Annenberg, Keck, Ahmanson. But a number of us foundations and possibly wealthy individuals who love this city would love to acquire the L.A. Times.
"So what's stopping them?"
In the past, the message we get back is that it's not for sale, thank you.
"Yes, but with the Chandler family poking sticks in the eyes of other Tribune directors, the whole thing could come apart."
If it became available, I'd be very interested in exploring it," Broad said, adding that profits wouldn't be his main priority — public service and education would be. "If you bought it and were profit-oriented, you wouldn't have the same quality newspaper that the city deserves. You'd be pushing for bigger margins and cash flow, and how far would you cut before you hit the bone?"
It was almost sounding too good to be true, so there had to be a catch.
Was Broad intending to not just buy the paper but actually run it? That could be a problem, because journalists are cranky characters who know everything and don't take direction very well, especially from outsiders.
No, Broad assured me. The owners would be shadow publishers.
The best kind.
"I don't think I'd change a whole lot," he said, although he might beef up coverage of the fine arts.
Now that's amazing.
How did Broad know I was planning a 10-part series on his art collection and massive contributions to local cultural institutions?
Newspaper woes persist
By Aimee Picchi
Bloomberg News
Posted June 21 2006
Tribune Co., Belo Corp. and Journal Register Co. said advertising sales continue to slump, signaling the newspaper industry's woes may extend this year.
Advertising sales in June "are soft and we expect first-half advertising to be flat," Donald Grenesko, chief financial officer of Chicago-based Tribune, the second biggest U.S. newspaper publisher in revenue and owner of the South Florida Sun-Sentinel, said Tuesday at the Newspaper Association of America's Mid-Year Media Review in New York. He declined to forecast ad sales for the second half of 2006.
A protracted slowdown may mean increased investor pressure on publishers including Tribune, which is fending off calls from its second largest shareholder to break apart the business. At Belo, second-quarter newspaper advertising will decrease 1 percent from a year earlier, Chief Financial Officer Dennis Williamson said at the event. Newspapers including Tribune are cutting jobs and expanding on the Web, where ad sales are rising.
"Things remain very challenging," said Peter Appert, a publishing-industry analyst at Goldman, Sachs & Co., in an interview at the conference. "If you are struggling to do zero to 2 percent advertising growth during a period of top economic growth, it does not bode well."
Advertising demand "remains very uneven," said Journal Register Chairman Robert Jelenic at the conference, where the Trenton, N.J.-based company is one of 10 newspaper publishers presenting Tuesday and today.
Tribune, publisher of the
Los Angeles Times and the
Chicago Tribune, and
Journal Register both said they are coping with the ad slump partly by cutting expenses, including staff reductions.
Chief Executive Officer Dennis FitzSimons said Tribune will stick with a plan to reduce costs and shed assets to drive up the stock price. The plan is opposed by the Chandler family, Tribune's second biggest shareholder, which has demanded the separation of television stations from the newspaper business.
Union Facts
An anonymous user has sent the following link for your viewing pleasure.
Click here to watch the thirty second clip.
MOVIE
Tribune won't take tax hit to placate Chandlers, CEO says
06-20-06 02:11 PM ESTMorning StarNEW YORK (MarketWatch) -- Tribune Co., locked in a boardroom tussle with a major shareholder, said Tuesday that it's still on track to close a Dutch-auction tender offer to buy back up to 53 million shares of its common stock next week.
Moreover, the Chicago-based media company (
TRB) won't take a big tax bite to accommodate the Chandler family, according to Chief Executive Dennis FitzSimons. The Chandler Trusts are the second-largest owner of Tribune Co. stock.
During an abbreviated presentation at the annual Newspaper Association of America Mid-Year Review in New York, FitzSimons said that the tender should still close June 26. He reiterated that the buyback plan has the support of the majority of Tribune's board of directors.
FitzSimons also said that the Chandler Trusts' primary objection to the tender stems from their desire to restructure two partnerships called TMC I and TMC II, which they own jointly with Tribune Co.
The partnerships, now worth about $3.5 billion, were formed in 1997 and 1999 at Times-Mirror Co., then publisher of the Los Angeles Times, Newsday and the Baltimore Sun. The founding Chandler family wanted to diversify its holdings in a tax-efficient way.
After Tribune Co. acquired Times-Mirror in 2000, it acquired a 50% stake in TMC I and II. The Chandler Trusts wanted, FitzSimons added, to work out a way to restructure the partnerships before moving ahead with the buyback plan.
However, a restructuring of the kind the Chandlers want would create too big a tax liability for Tribune Co., according to FitzSimons. Noting that the company absorbed a $1 billion tax bill last year that was incurred by one of the partnerships prior to Tribune's buyout of Times-Mirror, FitzSimons was emphatic: "The company has no intention of assuming any further tax liability."
Tribune Co. 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 tender, under which stockholders can tender some or all of their holdings at a price in the range of $28 and $32.50 each.
Tribune Co.'s shares were down 12 cents at $31.81 in midday trading Tuesday.
The Chandler Trusts, which own more than 12% of Tribune Co.'s outstanding shares, objected to the plan, saying it was indicative of the company's failure to respond to fundamental challenges faced by the entire newspaper industry. The trusts recommended that Tribune either spin off its broadcasting division or pursue other alternatives, including a possible sale.
In addition to its newspapers, Tribune Co. owns 26 television stations and the Chicago Cubs baseball team, among other properties.
FitzSimons said that the Chandlers want to put their own interests ahead of other shareholders.
Management's game plan
Responding to concerns that Tribune Co.'s buyback plan will not change fundamental headwinds, FitzSimons asserted the company wouldn't have moved forward with the tender if it didn't believe that it still had businesses that "generate significant cash flow," and that it can find ways to produce improved financial results.
The chief executive reiterated that Tribune plans to improve its fortunes by making sure its content is available on multiple platforms, capitalizing on its scale by finding ways to share resources between various businesses and departments, as well as by expanding its Internet-based businesses.
So far this year, online revenue is up 28% from the first five months of 2005.
Tribune Co. expects to generate $225 million in online revenue in 2006 and to have online business account for 12 to 15% of its publishing revenue by 2010, FitzSimons indicated.
At the company's publishing division, June revenues look soft, according to Don Grenesko, senior vice president of finance and administration. As a result, the company's first-half advertising revenue looks to be about flat with that of a year earlier.
In the second half, movie ads, which have been slumping for several quarters, should be more plentiful as film studios plan a bigger slate of releases, Grenesko said. Weakness in entertainment advertising has been a particular problem at the Los Angeles Times, which represents about a quarter of Tribune Co.'s publishing revenue.
The company's cautiously optimistic that new initiatives by Chrysler (
DCX) and Ford Motor Co. (
F) will help spur national ad sales in the second half; so far this year, national has been about flat.
FitzSimons and Grenesko also said that the company has faith in the new CW Network, set to debut this fall as the WB and UPN networks are shut down.
Tribune refrained from the usual question-and-answer period during its presentation, citing quiet-period restrictions related to the tender offer.
So much Tribune News, and so little Time
The past week we have seen the Tribune stock lifted because of the stock buyback plan, that was announced at the end of May, and the feud between the Chandler Family and the board at the Tribune Company.
Always the skeptic, I wonder if the so called feud is real or just a fabrication? What ever the case, the stock price has climbed above thirty dollars a share, now to see if it can continue on this upward trend in the coming months.
It was brought to my attention that a letter from the Tribune Board was not published here, if someone would so kind as to forward the missing letter, I will post it after work tonight.
Just as newspapers and television stations track how many readers or viewers they have, as a blogger I too keep track, to see if anyone is watching, of my users or hits. The program I use does not count pings or reloads, I only count actual visitors. I'm sure there are many bloggers that pad their daily counts, in order to have a better standing with Tecnorama or other listing services.
Last week my blog finally broke the one thousand visitor mark in a one week period, that starts on Monday and ends on Sunday.
Last Friday Cigna called and gave me a phone number for a child psychologist for my daughter, with an appointment for Monday, June 19th, 2006 at 2:50pm. I have been calling the number since last Friday, and the number has been busy for four days straight. I finally just started calling every number on my printout of providers, and have an appointment for this Friday.
I would like to thank everyone for the kind words and advice in these trying times at home and work. My special thanks goes out to the men and women of the pressroom office, you know who you are, that said they would get me an appointment today if I was unable to do so.
I have some additional toys I received as Father's Day gifts, like my new wireless mouse, and my D-Link that added three more USB ports to my computer.
Have heard from Wayne that our Internet access will be returned to Olympic very soon, with safeguards put in place to stop users from viewing porn.
Stay calm,
Eddie
Black Holocaust Museum Founder Remembered
By EMILY FREDRIX, Associated Press Writer
June 19, 2006
Star Tribune
MILWAUKEE (AP) - A man who survived an attempted lynching by a white mob in 1930 and went on to found America's Black Holocaust Museum was remembered Monday as someone who refused to let a shameful part of U.S. history go untold.
Several hundred mourners attended James Cameron's funeral, including representatives of the city of Marion, Ind., where he was almost killed as a young man.
"His life, humble and just, was so generous. But he had his eye on justice and peace. That was always there,'' said Father Carl Diederichs, who had known Cameron for years.
Cameron died June 11 at age 92. His funeral was held on the anniversary of the museum's opening, also Juneteenth Day, a celebration of the slaves being freed in 1865.
The Milwaukee museum, founded in 1988, was considered one of the first of its kind in the country. It used large blown-up photos of actual lynchings and other artifacts to explore the history of the struggles of blacks in America from slavery to modern day.
Cameron started it in a small storefront room and later moved it to an abandoned gym he bought for $1 from the city. He documented his own experience in a book, "A Time of Terror.''
Cameron was a teenager in August 1930 when he and two friends were arrested and accused of killing a white man during a robbery and of raping the man's companion in Marion, Ind. A mob broke them out of the local jail and hanged Cameron's friends.
"They began to chant for me like a football player, 'We want Cameron, we want Cameron,' " he recalled in a 2003 interview with The Associated Press. "I could feel the blood in my body just freezing up.''
He was spared when a voice in the crowd declared his innocence, but later convicted of being an accessory before the fact to voluntary manslaughter and spent four years in prison.
Cameron claimed he was beaten into signing a false confession, and he was pardoned by the Indiana governor in 1993.
"James Cameron's death, I hope, will push the conversation further,'' said Sherrilyn Ifill, associate professor at the University of Maryland School of Law in Baltimore. "I think he would have wanted it not to be the closing of a chapter, but the continuation and exploration of this important and shameful part of our history.''
Cameron had suffered from lymphoma for about five years, said Marissa Weaver, chairwoman of the museum board. He was involved in the museum's daily operations until about four years ago and had continued to attend special events and give speeches.
Cameron had said that one of his defining moments was a year ago when the U.S. Senate issued an apology for not standing against the lynching violence that killed more than 4,700 people from 1882 to 1968, three-fourths of them black.
"I was saved by a miracle,'' Cameron said at the time. "They were going to lynch me between my two buddies,'' he said, with thousands of people "hollering for my blood when a voice said, 'Take this boy back.' "
On the Net:
America's Black Holocaust Museum:
Submitted by Jacquelyn Turner
LA Times censors newsroom Internet feed
The censorship at the Los Angeles Times, reported by Kevin Roderick and myself, has filtered through to many of the blogs I read. Click on the title of this story and see what Blogging LA has to say and ways around censorship.
Eddie
Tribune CEO Comes Under Fire
By Thomas S. Mulligan
June 20, 2006
Los Angeles Times Dennis FitzSimons, who has been something of a mystery despite his job, faces public criticismPeople who admire Dennis J. FitzSimons say he works like an ox, is dead honest, inspires deep loyalty in the people around him and, when pushed, will fight.
His critics say that, in addition, the chairman and chief executive of Tribune Co. can be self-confident to the point of arrogance and touchy about being challenged. Some doubt his strategic vision and, as the first Tribune chief to rise through the broadcast division, his "feel" for newspapers.
Even in Tribune's hometown of Chicago, where everybody has an opinion about what goes on inside the iconic Tribune Tower, FitzSimons is something of a mystery despite his role as head of a $6-billion media giant that owns the Los Angeles Times, KTLA-TV Channel 5, the Chicago Tribune, the Chicago Cubs and other properties.
"He's gone unexamined here in Chicago for someone in that position," said Steve Rhodes, a former writer for Chicago magazine and the Tribune who now heads the Windy City online journal the Beachwood Reporter.
That is changing, as FitzSimons, who turns 56 on Monday, has found himself the target of dissident Tribune directors who have publicly criticized the performance of management — and FitzSimons by extension — in provocative and insulting terms.
On FitzSimons' watch, they said, Tribune has flubbed opportunities "to invest aggressively in growing new businesses" and has been unable to arrest the decline of its core newspaper and broadcast TV units. This "strategic failure has had disastrous effects," the dissidents — representing members of California's Chandler family — said in a letter to the Tribune board made public in a regulatory filing last week.
After the feud broke into the open, Tribune's stock reversed course after a two-year slide, apparently on hopes that the dissidents would force a quick breakup of Tribune or an outright sale.
FitzSimons declined to be interviewed for this article, but said through a spokesman that he would make his views public today in New York as a speaker at a Newspaper Assn. of America conference.
Friends think they know how he will respond to having his leadership publicly called into question: He'll come back swinging but won't lose his head.
"I don't think anybody's going to intimidate Dennis; he's a street fighter," said Jack Sander, vice chairman of Dallas-based television and newspaper company Belo Corp., who has known FitzSimons since they were TV-ad salesmen 30 years ago. "Dennis is not going to walk away from a fight. He will step back and evaluate the situation.
"Newsman Geraldo Rivera, who credits FitzSimons with organizing the national syndication of his talk show using Tribune's WGN superstation in Chicago as the flagship outlet, recalls one fight in particular that he astutely assessed.
In the mid-1990s, Rivera's program was making inroads against the "Oprah Winfrey Show," the prized property of syndication mogul Roger King of KingWorld Productions, now owned by CBS Corp. King launched what Rivera regarded as a self-serving campaign to rid the airwaves of cheesy, sensationalistic — and popular — programs such as those hosted by Jerry Springer and Rivera. The campaign began getting traction in Washington, with the support of such politicians as Connecticut Sen. Joe Lieberman.
Tribune didn't need the bad publicity, much less potential legislation that could crimp its operations. But instead of getting mad, FitzSimons got creative, Rivera said in an interview.
"He figured the way to get Roger King to shut up was to invite him to participate in our distribution," Rivera said, adding, "once the sniping was done, the show took off.
"Rivera cautioned against drawing too close a parallel between the King incident and the challenge from the Chandlers.
"It's become a public fight now," he said. "They've got him backed into a corner and that's exactly where they don't want him."
FitzSimons grew up in the Jackson Heights section of Queens, N.Y., the youngest of four sons of a beer-truck driver for Anheuser-Busch Cos. and a stay-at-home mom. After high school at Fordham Prep, he majored in political science at Fordham University, a Jesuit school in the Bronx.
He joined Tribune in 1982 as a sales manager for WGN after several years as an advertising sales agent. After a stint at a Tribune station in New Orleans, he returned to Chicago and soon became general manager of WGN, which he once described as "the best job I ever had.
"FitzSimons is one of the executives most closely associated with Tribune's broadcasting growth spurt in the mid-1990s, when it went on a buying spree that took it from six stations to 26. Highly focused and detail-oriented, FitzSimons had a keen sense for buying stations, consolidating and cutting costs.
He rose to become head of Tribune Broadcasting before taking over as CEO in 2002.
Married with a son and two daughters, FitzSimons lives in the exclusive New Trier neighborhood on Chicago's North Shore and summers in Westhampton, N.Y.
With his signature mustache, close-cropped hair and powerful build — a trim 6 feet 2— he resembles a boxer from the bare-knuckle era. But he never boxed; his games are basketball and golf. He shoots in the mid-80s at the Glen View Club on Chicago's well-to-do North Shore, and is a basketball sharpshooter.
He doesn't mind baseball, either, if it means suiting up in a Cubs uniform and playing at Wrigley Field. FitzSimons uses the lure of one of baseball's most glamorous old ballparks to wow important customers of Tribune's station group in annual "fantasy games" with retired Cubs stars.
FitzSimons flashes a competitive streak in sports as in business. For several years, as part of Tribune's annual United Way drive, he has offered employees the chance to take on the boss in a shooting game in the half-size basement basketball court created when the newspaper removed its printing presses years ago.
The game is five shots. The challenger shoots first, and FitzSimons has to match any shot his opponent makes. If FitzSimons loses, he pays the employee's United Way contribution and doubles it out of his own pocket.
Lots of people line up to play, but "precious few beat him," said a Tribune journalist who has tried his hand.
His passion for basketball does not seem to extend to newspaper journalism, according to some big-city newsroom people who work for FitzSimons or have done so. They say that although he is always gentlemanly, he can be difficult to engage in conversation about their work.
"He seems uncomfortable with discussions about the public-service mission of newspapers," said one high-level journalist who requested anonymity.
That person, like many interviewed for this story, declined to speak for attribution.
Howard A. Tyner, a longtime editor of the Tribune who retired as a corporate vice president two years ago, said FitzSimons had "an intellectual understanding" of the special role of newspapers, but described him as "a very pragmatic, bottom-line guy who sometimes thinks journalists use that 1st Amendment argument to get away with things" — such as ignoring the bottom line.
At Tribune's biggest newspaper, The Times, a survey of employees last August revealed misgivings about the parent company. With an unusually high 81.7% of employees responding, only 34% answered "yes" to the question: "Is this company highly regarded by Tribune Co.?" Only 27% of the newsroom staff said they felt "appreciated" by Tribune."
There was very much a feeling of being stepchildren," Susan Denley, Times editor for hiring and staff development, said of the response.
As a boss, FitzSimons is not a screamer. "I've never found him to be unfair or dishonest," said one person who has worked with him and is not an admirer. "I can't imagine him ever getting caught in an options-backdating scandal, for example."
On the other hand, the person said, FitzSimons is capable of clinging to a losing position out of a deep faith that any problem will eventually yield to sheer effort.
Faced with the intractable erosion of newspaper and broadcast advertising revenue, "Dennis says, 'We're going to operate our way out of this.' It's like swimming for it after the Titanic goes down,' " the person said.
FitzSimons hired veteran TV executive Greg Nathanson to run KTLA in the early 1990s, when Los Angeles was suffering through a real estate downturn and the station was not performing up to par.
Although some critics regard FitzSimons as overly cautious and unwilling to spend on news, Nathanson lauded him for not interfering when KTLA became the only station to cover the O.J. Simpson trial gavel-to-gavel. With no ads being aired, the coverage cost the station a huge amount of money, "but Dennis understood it helped our image," Nathanson said.
Cissy Baker, Washington bureau chief and vice president for news operations at Tribune Broadcasting, said FitzSimons "was always behind the expansion of news if it made financial sense."
At a time when the newspaper and broadcasting businesses are slipping, supporters say FitzSimons gets blamed for problems that are industrywide or, in some cases, deeply embedded in Tribune's conservative, risk-averse culture.
They say Tribune's $8.3-billion acquisition of Times Mirror Co. in 2000, near the top of a frothy market, was not of FitzSimons' doing. A then-Tribune insider said FitzSimons was skeptical of the deal, which was championed by former Chief Executive John W. Madigan, who declined to comment for this article.
Regardless of how he got into this fix, it's up to FitzSimons to work his way out of it.
Jamie Kellner, who founded the WB Network in partnership with Tribune and Fitzsimons, said his longtime friend was coolheaded.
"Dennis does not panic," Kellner said, "and I don't think he'll panic in this situation."
*ProfileName: Dennis Joseph FitzSimons
Title: Chairman and chief executive, Tribune Co.
Birthplace: Queens, N.Y.
Date of birth: June 26, 1950
Education: Fordham Prep High School, Fordham UniversityFirst job: Grey AdvertisingFamily:
Married with a son and two daughters
Golf handicap: 13
Source:
Times researchTimes staff writer Joseph Menn contributed to this report.
Tribune Co. Says Tender Offer Is On Track
06-20-06 09:41 AM EST
DOW JONES NEWSWIRESTribune Co. (TRB) on Tuesday said its tender offer to buy back up to 75 million of its common shares is on track.
Speaking at the Newspaper Association of America's Mid-Year Media Review, the company said it expected the buyback deal to close as planned.
Tribune's second-largest shareholder, the Chandler Trusts, has objected to the plan, and has said it won't tender its shares.
At the end of the presentation, the company didn't have a question-and-answer session, citing a quiet period.
-
Angela Moore; 415-439-6400; Ask
Newswires@dowjones.com
Peacemaker in war of words
By Susan Chandler
Published June 20, 2006
Baltimore SunIt's up to William A. Osborn to be the peacemaker. As Tribune Co.'s lead independent director, Osborn, chief executive of Northern Trust Corp., must find a way to cool the heated war of words that has erupted between Tribune management and the Chandler family of California, corporate governance experts say.
Osborn also must act as an emissary between the two factions and help craft a compromise that will end the standoff, they add.
"That's one of the jobs of a lead director, certainly," said Paul Hodgson, a senior analyst with the Corporate Library, a corporate governance research organization.
The two sides on Tribune's board appear to be as far apart as Chicago is from California.
Of 11 board members, a majority of six, including Tribune chief executive Dennis FitzSimons, does business in Chicago. They often sit on the same civic committees and rub elbows at the same social events.
There are three representatives of the Chandler family on the board, plus two more members from other parts of the country.
Osborn's position got tougher last week when the Chandlers fired off an 11-page letter lambasting the performance of Tribune management and threatening a proxy fight if the company doesn't offload its broadcast properties before the end of the year.
Tribune's independent directors, led by Osborn, responded to the Chandler attack Thursday, reiterating their support for the buyback and Tribune management.
The public board room clash is unusual because most board members hate to air their differences in public.
Based on his resume, Osborn appears to be the kind of director who would be solidly allied with FitzSimons. After a rough 2 1/2 years at the helm, FitzSimons is fighting to prevent a breakup of the media conglomerate, which owns 26 TV stations and 11 newspapers, including the Chicago Tribune, Los Angeles Times and The Sun.
Like FitzSimons, Osborn heads a conservative Chicago business institution that promotes from within and prides itself on independence. He also sits on the boards of more than a dozen of Chicago's most prominent non-profit institutions.
Osborn, 58, joined Northern Trust in 1970 and basically has spent his entire career at one company.
He declined requests for comment, but his experience at Northern may make him an ideal mediator for the standoff between Tribune management and the super-rich Chandler clan, some large Tribune shareholders believe.
"Bill Osborn is a very thoughtful and seasoned CEO," said Eric McKissack, chief investment officer of Channing Capital Management in Chicago, which owns more than 600,000 Tribune shares. "There might be a perspective he brings from an institution that deals with so many high net worth families that could be helpful in dealing with the Chandler trust interests."
At Northern, Osborn heads a public company with a structure not that different from Tribune's: A large chunk of its shares are still owned by descendents of Byron L. Smith, who started the bank in 1889 with $1 million from leading Chicago businessmen, including Marshall Field and Philip Armour.
The Smiths control 6.2 percent of Northern Trust's outstanding shares, making them the second largest holder after AXA Financial Inc., according to the company's proxy statement.
John Rogers, founder and CEO of Ariel Capital Management in Chicago, one of Tribune's largest non-family stockholders with a 5.2 percent stake, is a fan of Osborn's for another reason. He has worked with him on the board of the Chicago Urban League, a civil rights organization that is going through a difficult leadership transition as its long-serving president prepares to step down this summer.
Rogers praised the way Osborn has transformed Northern Trust, a white-shoe institution that specialized in catering to rich, white people. Osborn has added two African-American directors to Northern's board and recruited a far more racially diverse management team.
"The African-Americans he has hired are not just people of color. They are well-respected. They have stature," Rogers said. "He has created a Northern Trust for the 21st Century. That's why I'm so confident in his leadership of the Tribune board."
Both sides on the Tribune board are angry, but the gap that Osborn has to bridge may not be all that great. Sources close to the Chandlers say the dispute centers on the Chandlers' desire to unwind two Tribune-Chandler partnerships that hold $3.5 billion in real estate and Tribune stock. The Chandlers want to get to the real estate, which includes the buildings that house the Los Angeles Times, The Sun and Newsday.
Tribune balked because it would owe taxes if the deals were unwound, it was not an original party to the partnerships and the Chandlers' share would be tax-free. A source close to the Chandlers says the Tribune's tax bill would amount to between $30 million and $70 million, a relatively small amount given the size of the parties involved.
But FitzSimons is determined not to pay a dollar more in taxes related to Tribune's acquisition of the Chandler family's Times Mirror Co. in 2000 after the company was socked with a $1 billion tax bill late last year that was tied to a pre-merger transaction. The ruling from U.S. Tax Court is on appeal in federal court.
With Osborn's financial expertise from his decades in banking, it should be relatively easy to find a way around the $70 million impasse, his supporters say.
"The same ends seem to be in place for the board and the trusts so it should be an easy job for the lead director," Hodgson said. "In principle, anyway."
Susan Chandler writes for the Chicago Tribune.
Waging Chicago's New Newspaper War
By
Allan SloanTuesday, June 20, 2006
Washington PostChicago is famous for its newspaper wars. The city was the setting for the classic 1931 movie "The Front Page," about scoop-crazed reporters and their even-crazier editors. Now the city is the site of its biggest newspaper war ever -- the struggle over Tribune Co., the nation's second-largest newspaper owner, whose properties include the Chicago Tribune and the Los Angeles Times.
The Chandler family, a prominent California newspaper clan that holds three seats on Tribune's 11-person board, wants to sell the company or break it up. They oppose Tribune's $2 billion stock buyback, which is underway. That transaction -- designed to boost the stock price to placate Wall Street and give Tribune the option of staying largely intact -- is set to be completed June 26.
This maneuvering is reminiscent of the way that big investors forced Knight-Ridder, the No. 3 chain, to sell itself. Journalists and media investors are waiting to see if Tribune goes down the same path. Journalists, who have already seen Tribune slash editorial budgets, are filled with trepidation; many of the investors are filled with hope of getting a nice payday.
The war went nuclear last week when the Chandlers released an 11-page letter accusing Tribune managers of bungling and the company countered by accusing the Chandlers of putting their financial interests ahead of those of other shareholders. Neither side is totally wrong.
On the surface, this dispute is about the best way to get Tribune's stock price up. But if you look at the fine print, study the Chandlers' history of tax avoidance and consult parties knowledgeable about the situation (who would talk about sensitive matters only if they weren't identified), you see this is a typical corporate battle: It's about money, power and status, not necessarily in that order.
Tribune, a Chicago institution that considers itself to be defending straightforward Midwestern values against East and West coast elites, was less than forthcoming in its original Securities and Exchange Commission filings about the stock buyback. Tribune didn't disclose that the three Chandler directors opposed the buyback -- an important fact that was made clear in an amended filing a week later, only after the Chandlers complained.
What's more, the buyback seems structured to put the Chandlers in a nasty position. Here's why: The buyback is for 20 percent of the stock -- but the Chandlers, whose Tribune stock carries the special right to three board seats, lose that right if they sell 15 percent or more of their shares. The Chandlers wanted Tribune to amend its bylaws so they could keep their board seats if they decided to fully participate in the buyback, but the company didn't accommodate them. Spokesmen for the Chandlers and Tribune declined to discuss the matter.
The Chandlers say that the stock is worth more than the $32.50-a-share maximum being offered in the buyback and that they won't participate. (The stock closed yesterday at $31.93.) If the buyback is completed and the Chandlers don't sell, they would become Tribune's biggest shareholder. They now rank No. 2.
That's the status and power. Now, the money. Tribune's stock buyback and its associated increase in debt would hurt the value of $500 million of preferred stock held in two partnerships that Chandler family trusts own jointly with Tribune but would enhance the value of the partnerships' 52 million Tribune common shares. That's because while the buyback would boost the price of the common stock, it would add $2 billion of debt to Tribune's balance sheet, making the preferred stock (which ranks behind the company's debt when it comes to getting paid, but ahead of the common stock) less secure. Under the partnerships' rules, the bulk of any increase in the value of the partnerships' Tribune common stock goes to the company, while most of any decline in the value of the preferred gets charged to the Chandlers.
Those partnerships, created in 1997 and 1999, are classic Chandler tax avoidance. Rather than selling stock back to the old Times Mirror Co. like other shareholders did and paying tax on their gains, the Chandlers contributed common and preferred stock to partnerships jointly owned by Times Mirror (and now by Tribune). Times Mirror contributed real estate (including the Los Angeles Times building) and cash.
But because the partnerships own Tribune stock (which they got when Tribune bought Times Mirror), it's impossible for Tribune to split itself up tax-free as the Chandlers are seeking. Tribune and the Chandlers discussed settling the problem by having the Chandlers buy most of Tribune's piece of the partnerships by turning over the preferred stock (which carries dividends as high as 8 percent) and most of the common stock. However, talks broke down for reasons that are unclear.
The deal would have required Tribune to pay some income tax -- estimates range from $15 million to $50 million -- and Tribune didn't want to do it. One reason is that Tribune is smarting from having to fork over $1 billion last fall when it lost a Tax Court case involving Times Mirror's supposedly tax-free disposal of its Mosby and Bender subsidiaries in the 1990s. This tax vulnerability was widely recognized when Tribune bought Times Mirror in 2000. In 2001, the Internal Revenue Service declared the Mosby and Bender subsidiaries to be taxable sales. Tribune could have paid the tax under protest, cutting short interest and penalties while continuing to litigate. Instead Tribune declined to pay and spent four years waging an unsuccessful legal battle. The Chandlers say Tribune never consulted them on dealing with the problem.
Tribune says the Chandlers wanted to feather their own nest by solving the partnership problem on terms favorable to themselves before dealing with other matters, such as a stock buyback. The Chandlers say they wanted to solve the partnership problem as part of an overall strategy for Tribune.
Look for the war to escalate, because both sides have plenty of money, plenty of pride and plenty of staying power.
In the old days, reporters from warring Chicago papers might gather at a neutral watering hole to resolve problems over drinks. This war seems unlikely to end so amicably. Tribune being dismantled -- or trading part of itself to the Chandlers tax-free in return for their stock -- seems a much more likely outcome.
Sloan is Newsweek's Wall Street editor. His e-mail is
sloan@panix.com.
Tribune Enters Credit Pacts To Enable Tender Offer
06-19-06 07:03 PM ESTBy
Jared A. FavoleDow Jones Newswires;
WASHINGTON -(Dow Jones)-
Tribune Co. (TRB) on Monday disclosed that it has entered into credit agreements to facilitate its previously announced tender offer for 75 million of its shares.
Tribune, a Chicago-based publishing and broadcasting company, entered into a $2.25 billion credit agreement and a $2.15 bridge credit agreement, according to a filing with the Securities and Exchange Commission.
Tribune said on May 30 that it plans to borrow as much as $2 billion to buy back 75 million shares using a Dutch-auction tender offer, under which stockholders can tender their shares at a price between $28 and $32.50.
The company said in Monday's filing that it plans to use the borrowings to finance the tender offer, refinance debt and to pay fees and expenses that arise from the tender offer.
The Chandler Trusts, the second-largest shareholders in the company, have opposed the tender offer and urged the company to explore other strategic alternatives, including breaking up its newspaper and television segments.
The trusts represent the family that used to own
Times Mirror, which was acquired by Tribune. The trusts have said they don't intend to tender any shares.
It's not always about the newspapers, you know. . .
Monday, Jun 19
Fishbowl LAAs speculation about the future of the Tribune Co. rages like an August wildfire down Las Flores Canyon, Jenny Hontz provides another useful angle on the Chicago powerhouse's
potential break-up: What are the possibilities for the non-newspaper assets?
Hontz sends us this report:
With the Chandlers calling for a sale of Tribune Co. assets, we're wondering who might bid for the TV properties, including KTLA here in LA.
Most of the media chatter has focused on private equity firms. Taking the TV stations private makes some sense, given that broadcasting isn't a growth business that can readily boost a public company's stock price.
But don't count CBS out. Whispers of a CBS-Tribune deal were in the air last fall, and
CBS (along with Warner Bros.) will soon be programming the Tribune stations anyway as part of its new CW network partnership. So why not own and control them? The biggest profits in the broadcast business stem from the station side, not from the parent networks. Trib stations also would fit nicely with CBS' core business.
Owning two stations in the top markets is no longer a problem, and CBS could sell any Tribune stations that push it over national ownership caps. In any case, the FCC might relax media ownership rules again very soon. And, let's face it, most companies close the deal first and ask permission later.
Time Warner is another possible buyer now that a court struck down rules preventing cable operators from owning TV stations. Still, TW never made a play for Tribune when it owned the anemic WB network. Could things change if the performance of the stations improves this fall under the banner of the CW network, which is launching with the biggest hits--and we use that term loosely--from UPN and the WB?
Time Warner has enough headaches at the moment. "I just don't think that Time Warner wants to invest in stations," says a source at the company. "They look at broadcast as a side business and stations as a declining asset. Whenever it's come up on the West Coast, there is no appetite for it in NY."
However, "CBS is a logical potential buyer," says the Warner Bros. source. Of course, it all comes down to price. "Whenever I have heard about a sale mentioned, they want too much for anyone to get to excited about it."
CBS got a little testy when we started sniffing around. "Why don't you stop trying to make things up and find something that's happening to report on?" a spokesman huffed.
Perhaps CBS, a name synonymous with old media, is feeling sensitive because its own stock price hasn't benefited from the Viacom
spinoff.
CBS honchos boldly predicted a few months ago that the CW would turn a profit its first year, but it's been a slow year for upfront ad sales. The CW network is selling ads at roughly the same price the WB earned
last year.
Meanwhile, one source urges us to keep an eye on Comcast as a potential player. "Tribune, which owns the Chicago Cubs, recently partnered with Comcast on a Chicago regional sports network," he said. "Regional sports and news networks are the top generators of local ad sales in their respective markets. By combining, the two could dominate local advertising in places like Chicago, Washington, Philadelphia, San Francisco and other key cities."
Stay tuned.
Maximization of Profits
Monday, June 19, 2006
In another great marketing feat by the Tribune Company you can now
buy some nostalgia. Don't worry about the product on the field my little lemmings, just get in line with your cash in hand.
Think we could buy enough to sink Commodore McSweatervest's yacht?
Dear Fellow Tribune Employee
From: FitzSimons, Dennis J.
Sent: Monday, June 19, 2006 9:14 AM
Subject: Update
Dear Fellow Employee:
I want to update you on two key announcements we made earlier this morning:
First, we reported revenues for May, which were up 2 percent compared to last year. Publishing revenue rose 2 percent with advertising revenue increasing 3.6 percent. Broadcasting and entertainment group revenue increased 2.3 percent.
We also announced the sale of WCWN-TV, Albany, to Freedom Communications, Inc., for $17 million. This transaction, like our recently announced sale of WATL-TV, supports our plan to divest non-core assets as part of the stock repurchase strategy announced last month.
WCWN employees have done an excellent job and deserve recognition for their efforts. Freedom also operates WRGB-TV, the CBS affiliate in Albany, so the acquisition of WCWN gives them a duopoly in the market.
Lastly, Don Grenesko and I will speak at the Newspaper Association of America Mid-Year Media Review tomorrow in New York. A live webcast will be available on tribune.com.
We’ll continue to update you on the company’s progress as we move forward. Thanks for all of your hard work.
Sincerely,
Dennis
Chandler's Have Dicey TV Track Record
B&C BeatBy higgins at
2006-06-19 10:10
The
Chandler family's distaste for TV stations is a central element of their attack on troubled Tribune Co.'s plan to buy back $2 billion worth of stock.
But it's amusing now to watch members of the Chandler family lecture Tribune Co. about unloading the company's TV stations. That's because, when the family behind Times Mirror Corp. exited the station business, their judgment proved to be horrible.
The family acquired 12% of the newspaper and broadcasting company's stock when it sold controlling interest in Times Mirror to Tribune in 2000.
The Chandlers dismiss Tribune's big stock buyback as misguided, addressing “financial structure in advance of strategy.” The Chandlers prefer to spin off the TV stations.
Tribune's independent directors countered a blistering Chandler letter to the board with one accusing the family of looking after only their personal interests.
However, their own track record selling TV stations is not great. Times Mirror unloaded its four stations in 1994 to Argyle Television, collecting $320 million and a small equity stake in Argyle. Just a year later, Argyle cut a deal to flip the stations to New World Television, for nearly double that: $716 million.
Now, Times Mirror made plenty of money on the initial sale ($131 million), including a dodgy tax benefit. But the company clearly left a couple hundred million dollars on the table.
Add to that, of course, that much of the plunge in Tribune's stock price can be blamed on the Times Mirror deal, including a surprise $1 billion tax hit and book-cooking at Times Mirror's newspaper, Newsday.
Still, I agree with the Chandlers' objection that the buyback is a bad idea. And perhaps their other arguments are legitimate. But their track record puts the family in the same credibility crunch that plagued investor Carl Icahn in his similar attack against Time Warner. They may be right, but are these people whose lead investors will want to follow?.
Abell Foundation Seeks To Buy The Baltimore Sun
06-19-06 1:39 PM EST
BALTIMORE (AP)--The Abell Foundation, a charitable organization started by the families that once owned The Baltimore Sun, is seeking along with local investors to buy the newspaper if shareholders force The
Tribune Co. (TRB) to sell.
The
Tribune Co. is being urged to sell the newspaper by its second-largest shareholder, members of the Chandler family. If the
Tribune Co. agrees, Abell Foundation President Robert C. Embry said he would like to see the newspaper back in local hands.
"I think it's important that The Sun be locally owned and be separate from a larger corporate conglomerate," Embry said last week. "I'm sure it would be of interest to a great many people....It's not important that we be involved with it, but it's important that The Sun aspire to its previous level of excellence, and I think that's more easily done when the paper's focused on quality rather than on return to stockholders."
The foundation, which reported about $200 million in assets at the end of last year, has inquired about buying the newspaper each year for the past decade.
Embry said a few individuals, whom he didn't name, have called him to express interest. The foundation president also said he has talked informally in the past with a "number of institutions" about forming a group to buy The Sun.
"A lot turns on the asking price if indeed it is ever put up for sale," Embry said.
In 1986, the Chandlers' Times Mirror Co. paid $600 million for The Sun, The Evening Sun - which has since closed - and two television stations. The stations were sold that year for $209 million.
The Sun's circulation is now below the combined circulation of the two newspapers in 1986. For the six months ending in March, The Sun's daily circulation fell 3% compared to the same period a year earlier, to about 235, 000, and about 400,000 on Sundays. The newspaper also reaches additional readers on its Web site,
http://www.baltimoresun.com, which didn't exist in 1986.
The Newspaper Guild, the union that represents some of the newspaper's employees, said it is also interested in a partnership to buy The Sun.
"We would be keenly interested in the Baltimore Sun for sure," said Linda K. Foley, international president of the Guild. "We think employee ownership is something that should be considered."
Tribune Revenues Up 2% in May
Publishing Advertising Revenues Up 3.6%; Television Revenues Up 0.9% CHICAGO, June 19, 2006 /PRNewswire-FirstCall via COMTEX/ -- Tribune Company (
TRB) today reported its summary of revenues and newspaper advertising volume for period 5, ended May 21, 2006. Consolidated revenues for the period were $467 million, up 2.1 percent from last year's $458 million.
Publishing revenues in May were $330 million compared with $323 million last year, up 2.0 percent. Advertising revenues increased 3.6 percent to $265 million, compared with $256 million in May 2005. Excluding Newsday, advertising revenues increased 5.6 percent.
-- Retail advertising revenues were up 3.7 percent with gains in the
hardware/home improvement stores, personal services and amusements
categories offset by weakness in food & drug stores, department stores
and several other retail categories. Preprint revenues, which are
principally included in retail, were up 3 percent. Excluding Newsday,
preprint revenues increased 7 percent.
-- National advertising revenues declined 1.3 percent as weakness in the
auto, financial, technology and movie categories was partially offset
by transportation, telecom/wireless and media.
-- Classified advertising revenues rose 6.6 percent. Real estate and help
wanted rose 37 percent and 1 percent, respectively. Automotive
classified declined 13 percent. Interactive revenues, which are
primarily included in classified, were $18 million, up 29 percent, due
to strength in all categories.
Circulation revenues were down 5.0 percent. Selective discounting continued as part of the company's strategy to stabilize individually paid circulation.
Broadcasting and entertainment group revenues in May increased 2.3 percent to $138 million, compared with $135 million last year. Television revenues rose 0.9 percent; improvement in autos and strength in telecom and financial/professional services was partially offset by weakness in retail, restaurant/fast food and movies. Radio/entertainment revenues increased 7.6 percent due to a higher number of Cubs home games versus last year.
MID-YEAR MEDIA REVIEW
Tribune Company executives will participate in the Mid-Year Media Review on Tuesday, June 20. Representing the company will be Dennis FitzSimons, president, chairman and CEO, and Don Grenesko, senior vice-president/finance and administration.
The presentation begins at 9:00 a.m. ET. A live webcast of the presentation will be available at
http://www.tribune.com and
http://www.midyearmediareview.com/webcast . An archive of the webcast will be available for 30 days.
SECOND QUARTER EARNINGSTribune Company will announce second quarter 2006 earnings on Thursday, July 13, before the market opens. A conference call to discuss the results will be held that day at 8 a.m. CT (9 a.m. ET, 6 a.m. PT). The full text of the earnings announcement and accompanying financial tables will be available on Tribune's website,
http://www.tribune.com .
To access the call, dial 866/277-1182 (domestic) or 617/597-5359 (international) at least 10 minutes prior to the scheduled 8 a.m. start. The participant access code is 30255633. Replays of the conference call will be available July 13 through July 20. To hear the replay, dial 888/286-8010 (domestic) or 617/801-6888 (international) and use access code 91055015.
A live webcast will be accessible through
http://www.tribune.com and
http://www.earnings.com . An archive of the webcast will be available July 13 through July 27.
This press release contains certain comments or forward-looking statements that are based largely on the Company's current expectations and are subject to certain risks, trends and uncertainties. Such comments and statements should be understood in the context of Tribune's publicly available reports filed with the Securities and Exchange Commission ("SEC"), including the most current annual 10-K report and quarterly 10-Q report, which contain a discussion of various factors that may affect the company's business or financial results. These factors could cause actual future performance to differ materially from current expectations. Tribune Company is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet service providers. The Company's next 10-Q report to be filed with the SEC may contain updates to the information included in this release.
TRIBUNE (
TRB) is one of the country's top media companies, operating businesses in publishing and broadcasting. It reaches more than 80 percent of U.S. households and is the only media organization with newspapers, television stations and websites in the nation's top three markets. In publishing, Tribune operates 11 leading daily newspapers including the Los Angeles Times, Chicago Tribune and Newsday, plus a wide range of targeted publications. The company's broadcasting group operates 26 television stations, Superstation WGN on national cable, Chicago's WGN-AM and the Chicago Cubs baseball team. Popular news and information websites complement Tribune's print and broadcast properties and extend the company's nationwide audience.
SOURCE Tribune Company
Tribune board finds itself in the spotlight
June 18, 2006
By
Steven R. Strahler and Julie JohnssonChicago BusinessControl fight heats up seats of local directorsThe boardroom brawl at
Tribune Co. poses a loyalty test for a group of homegrown directors with deep ties to company management and the Chicago business community.
A majority of Tribune's 11 directors, including CEO Dennis FitzSimons, are drawn from a tight circle of the city's corporate elite. Directors like Northern Trust Corp. CEO
William A. Osborn and Abbott Laboratories chief
Miles D. White run in the same circles, often serving together on civic and charitable boards.
"Outside relationships — whether they're at a country club or other directorships or private business relationships — could potentially influence the objectivity of a director," says Rob Kellogg, a managing director for research at Rockville, Md.-based proxy adviser Institutional Shareholder Services Inc.
As the fight for control of Tribune unfolds, the six local directors will face increasing tension between their fiduciary duties to shareholders and any affinity they may feel for company management or Tribune itself as an iconic Chicago institution.
Perhaps as soon as this week, they may have to choose between management's plan to revive Tribune's fortunes and more-drastic alternatives that could sweep Mr. FitzSimons out of office and put the city's largest newspaper and two of its leading broadcast outlets in the hands of outsiders.
The Chandler family of Los Angeles, which controls 12.2% of Tribune stock and three board seats, opposes management's proposal to buy back 25% of the company's shares. Last week, they called for a breakup of the company and hinted that they will propose such a transaction soon.
So far the local directors, along with two other out-of-town board members, have backed management. None of the directors would comment for this story, but last week they insisted that the buyback plan is best for all shareholders.
Among the Chicago directors, only former Quaker Oats Co. CEO Robert Morrison has a track record in unloading a company outright. In 2000 he announced the sale of the century-old Chicago company, which, like Tribune, stumbled with a big, ill-fated acquisition.
Corporate Library, a watchdog group in Maine, classifies Mr. Osborn, the Tribune's lead director, as an "outside related" director because of business relationships between Northern Trust and Tribune.
Tribune sells WCWN-TV in Albany for $17M
Gains in publishing, broadcast lift May revenue up 2.1% to $467M on gain in publishing, ad income(AP) —
Tribune Co. said Monday it is selling WCWN-TV in Albany to Freedom Communications Inc. for $17 million, the second announced sale of one of its 26 television stations in two weeks.
The deal is part of the media company's strategy to sell $500 million in assets to boost its lagging stock price.
"This transaction, like our recently announced sale of WATL-TV in Atlanta, supports our company's plan to divest non-core assets as part of the stock repurchase strategy announced last month," Tribune Chairman and CEO Dennis FitzSimons said.
Separately, Tribune said its May revenue climbed 2.1 percent to $467 million, lifted by a rise in publishing and advertising income.
Revenue from its newspaper unit, which includes the Chicago Tribune and the Los Angeles Times, increased 2 percent to $330 million while broadcasting and entertainment sales were up 2.3 percent to $138 million. Circulation revenue fell 5 percent on selective discounting.
The company, which also owns 11 daily newspapers, has declined to be specific about other assets it might sell but said it doesn't intend to sell any assets in its three major markets of Los Angeles, New York and Chicago.
Besides more of its remaining TV stations, other asset sales could include its stock holdings in private and public companies or its 31 percent stake in the Food Network cable TV operation.
Tribune said the transaction will close after it receives regulatory approval.
Freedom already owns WRGB-TV, the local CBS affiliate, in the Albany market.
WCWN, Channel 45, was acquired by Tribune in 1999 from WMHT Educational Telecommunications. Tribune changed its call letters from WMHQ to WEWB, reflecting its new affiliation with the WB Network, and changed them again last month to WCWN in preparation for the station's launch as a CW Network affiliate this fall.
Tribune shares rose 41 cents to $32.33 in morning trading on the New York Stock Exchange.
History of Juneteenth
What is Juneteenth? Juneteenth is the oldest known celebration of the ending of slavery. Dating back to 1865, it was on June 19th that the Union soldiers, led by Major General Gordon Granger, landed at Galveston, Texas with news that the war had ended and that all slaves were now free. Note that this was two and a half years after President Lincoln's Emancipation Proclamation - which had become official January 1, 1863. The Emancipation Proclamation had little impact on the Texans due to the minimal number of Union troops to enforce the new Executive order. However, with the surrender of General Lee in April of 1865, and the arrival of General Granger's regiment, the forces were finally strong enough to influence and overcome the resistance.
Later attempts to explain this two and a half year delay in the receipt of this important news have yielded several versions that have been handed down through the years. Often told is the story of a messenger who was murdered on his way to Texas with the news of freedom. Another, is that the news was deliberately withheld by the slave masters to maintain the labor force on the plantations. And still another, is that federal troops actually waited for the slave owners to reap the benefits of one last cotton harvest before going to Texas to enforce the Emancipation Proclamation. All or neither could be true. For whatever the reason, conditions in Texas remained status quo well beyond what was statutory.
General Order Number 3
One of General Granger's first orders of business was to read to the people of Texas, General Order Number 3 which began most significantly with:
"The people of Texas are informed that in accordance with a Proclamation from the Executive of the United States, all slaves are free. This involves an absolute equality of rights and rights of property between former masters and slaves, and the connection heretofore existing between them becomes that between employer and free laborer."
The reactions to this profound news ranged from pure shock to immediate jubilation. While many lingered to learn of this new employer to employee relationship, many left before these offers were completely off the lips of their former masters - attesting to the varying conditions on the plantations and the realization of freedom. Even with nowhere to go, many felt that leaving the plantation would be their first grasp of freedom. North was a logical destination and for many it represented true freedom, while the desire to reach family members in neighboring states drove the some into Louisiana, Arkansas and Oklahoma. Settling into these new areas as free men and women brought on new realities and the challenges of establishing a heretofore nonexistent status for black people in America.
Recounting the memories of that great day in June of 1865 and its festivities would serve as motivation as well as a release from the growing pressures encountered in their new territory. The celebration of June 19th was coined "Juneteenth" and grew with more participation from descendants. The Juneteenth celebration was a time for reassuring each other, for praying and for gathering remaining family members. Juneteenth continued to be highly revered in Texas decades later, with many former slaves and descendants making an annual pilgrimage back to Galveston on this date.
Juneteenth Festivities and Food
A range of activities were provided to entertain the masses, many of which continue in tradition today. Rodeos, fishing, barbecuing and baseball are just a few of the typical Juneteenth activities you may witness today. Juneteenth almost always focused on education and self improvement. Thus often guest speakers are brought in and the elders are called upon to recount the events of the past. Prayer services were also a major part of these celebrations.
Certain foods became popular and subsequently synonymous with Juneteenth celebrations such as strawberry soda-pop. More traditional and just as popular was the barbecuing, through which Juneteenth participants could share in the spirit and aromas that their ancestors - the newly emancipated African Americans, would have experienced during their ceremonies. Hence, the barbecue pit is often established as the center of attention at Juneteenth celebrations. Food was abundant because everyone prepared a special dish. Meats such as lamb, pork and beef which not available everyday were brought on this special occasion. A true Juneteenth celebrations left visitors well satisfied and with enough conversation to last until the next.
Dress was also an important element in early Juneteenth customs and is often still taken seriously, particularly by the direct descendants who can make the connection to this tradition's roots. During slavery there were laws on the books in many areas that prohibited or limited the dressing of slaves. During the initial days of the emancipation celebrations, there are accounts of slaves tossing their ragged garments into the creeks and rivers to adorn clothing taken from the plantations belonging to their former masters.
In the early years, little interest existed outside the African American community in participation in the celebrations. In some cases, there was outwardly exhibited resistance by barring the use of public property for the festivities. Most of the festivities found themselves out in rural areas around rivers and creeks that could provide for additional activities such as fishing, horseback riding and picnics. Often the church grounds was the site for such activities. Eventually, as African Americans became land owners, land was donated and dedicated for these festivities. One of the earliest documented land purchases in the name of Juneteenth was organized by Rev. Jack Yates. This fund-raising effort yielded $1000 and the purchase of Emancipation Park in Houston, Texas. In Mexia, the local Juneteenth organization purchased Booker T. Washington Park, which had become the Juneteenth celebration site in 1898. There are accounts of Juneteenth activities being interrupted and halted by white landowners demanding that their laborers return to work. However, it seems most allowed their workers the day off and some even made donations of food and money.
For decades these annual celebrations flourished, growing continuously with each passing year. In Booker T. Washington Park, as many as 20,000 African Americans once flowed through during the course of a week, making the celebration one of the state's largest.
Juneteenth Celebrations Decline
Economic and cultural forces provided for a decline in Juneteenth activities and participants beginning in the early 1900's. Classroom and textbook education in lieu of traditional home and family-taught practices stifled the interest of the youth due to less emphasis and detail on the activities of former slaves. Classroom text books proclaimed Lincoln's Emancipation Proclamation of January 1, 1863 as the date signaling the ending of slavery - and little or nothing on the impact of General Granger's arrival on June 19th.
The Depression forced many people of the farms and into the cities to find work. In these urban environments, employers were less eager to grant leaves to celebrate this date. Thus, unless June 19th fell on a weekend or holiday, there were very few participants available. July 4th was the already established Independence holiday and a rise in patriotism steered more toward this celebration.
Resurgence
The Civil Rights movement of the 50's and 60's yielded both positive and negative results for the Juneteenth celebrations. While it pulled many of the African American youth away and into the struggle for racial equality, many linked these struggles to the historical struggles of their ancestors. This was evidenced by student demonstrators involved in the Atlanta civil rights campaign in the early 1960's, whom wore Juneteenth freedom buttons. Again in 1968, Juneteenth received another strong resurgence through Poor Peoples March to Washington D.C.. Rev. Ralph Abernathy's call for people all races, creeds, economic levels and professions to come to Washington to show support for the poor. Many of these attendees returned home and initiated Juneteenth celebrations in areas previously absent of such activity. In fact, two of the largest Juneteenth celebrations founded after this March are now held in Milwaukee and Minneapolis.
Texas Blazes the Trail
On January 1, 1980, Juneteenth became an official state holiday through the efforts of Al Edwards, an African American state legislator. The successful passage of this bill marked Juneteenth as the first emancipation celebration granted official state recognition. Representative Edwards has since actively sought to spread the observance of Juneteenth all across America.
Juneteenth In Modern Times
Throughout the 80's and 90's Juneteenth has continued to enjoy a growing and healthy interest from communities and organizations throughout the country. Institutions such as the Smithsonian, the Henry Ford Museum and others have begun sponsoring Juneteenth-centered activities. In recent years, a number of National Juneteenth Organizations have arisen to take their place along side older organizations - all with the mission to promote and cultivate knowledge and appreciation of African American history and culture.
Juneteenth today, celebrates African American freedom while encouraging self-development and respect for all cultures. As it takes on a more national and even global perspective, the events of 1865 in Texas are not forgotten, for all of the roots tie back to this fertile soil from which a national day of pride is growing. The future of Juneteenth looks bright as the number of cities and states come on board and form local committees and organizations to coordinate the activities.
Communication and networking is vital. A sharing of lessons learned throughout all organizations will help expedite this growth while minimizing waste and risks. The
Juneteenth Web site can play a vital role in these efforts. Thus, it is important to communicate its existence to one and all.
Other Juneteenth Links
William Roper has a wonderful
Juneteenth website. Check it out today!
National Juneteenth Committee
Juneteenth World Wide Celebration
Juneteenth Celebration June 13 - 16
Juneteenth World Wide Celebration:If you know of other Juneteenth web sites please e-mail
Wayne Hicks with the URL. We'll add it here for others to enjoy. Since Black History occurs 365 days a year...this web site will honor Juneteenth for 365 days...not just in June!!
The Story of Father's Day
Father's Day, contrary to popular misconception, was not established as a holiday in order to help greeting card manufacturers sell more cards. In fact when a "father's day" was first proposed there were no Father's Day cards!
Mrs. John B. Dodd, of Washington, first proposed the idea of a "father's day" in 1909. Mrs. Dodd wanted a special day to honor her father, William Smart. William Smart, a Civil War veteran, was widowed when his wife (Mrs. Dodd's mother) died in childbirth with their sixth child. Mr. Smart was left to raise the newborn and his other five children by himself on a rural farm in eastern Washington state. It was after Mrs. Dodd became an adult that she realized the strength and selflessness her father had shown in raising his children as a single parent.
The first Father's Day was held on June 19, 1910 in Spokane Washington, the day chosen because it was the birthday of William Smart. Although many congressional resolutions proclaiming a national Father’s Day were introduced through the years, the holiday was made official only in 1972 when President Richard Nixon signed a presidential resolution that declared Father’s Day as the third Sunday in June.
Father's Day has become a day to not only honor your father, but all men who act as a father figure. Stepfathers, uncles, grandfathers, and adult male friends are all honored on Father's Day.
But Hallmark still does OK, "Father’s Day is the fourth-largest card-sending occasion with nearly 95 million Father’s Day cards expected to be given this year [2006] in the United States."
Yet it is another statistic related to the day that is more impressive: While Mother's Day is the biggest holiday for phone calls, Father's Day is the busiest for collect calls. (The overall busiest day of the year for phone calls is the Monday after Thanksgiving.)
So have a GREAT DAY all you fathers (and don’t forget to pay your phone bill)!!!!!
Another Exciting Week Comes to an End

I'm happy to say, Thank God this week has come to an end, it was full of surprises.
This is the view of the Los Angeles Times Olympic Facility, and if you commute via the Santa Monica Freeway, this is what you can see. I have offered to hose down this portion of the building, but after venturing up to the roof, I discovered why the men that once cleaned the building used the cherry picker to access the sides of the building. The ledge of the roof is rather wide, and one would have to actually hang over the side to washdown the side of the building.
Read an interesting story regarding censorship in the Los Angeles Times Newsroom, appears Kevin Roderick's blog is blocked by Adsense, I wonder why his site is blocked? Here at the Olympic Facility the computers have CyberSitter blocking most sites, and when I would attempt to access LAObserved, I would see a his page for a nano second then the familiar "Server not found" message.
I was always under the assumption the computers or outdated versions of Internet Explorer was the cause, but my assumptions were wrong.
I guess I should feel lucky, my blog and web page have not been blocked, I get many visitors from Tribune West (Times Mirror Square) and Tribune Towers. Apparently, many depend on the grapevine for breaking news as I do.
Every year I attend the Playboy Jazz Festival at the Hollywood Bowl, but this year I did not plan on attending. Just this week two tickets fell into my hands, so I will be attending today. The show starts at 2:30pm, but with this heat wave, I'm not even leaving for the concert till 3:00pm.
I returned to work yesterday, and did not feel any stress whatsoever, just worried about my daughter Joanna at this point.
So the Man-Roland unit stopped my press twice, two pasters were lost on the unit, we completed our run very late, and even worked thirty minutes of overtime. My crew and I did everything we could to keep the press running, with electrician's on hand for several hours.
I cannot worry about things out of my control.
Enjoy your day,
Eddie
A Push Toward Private Control of Newspapers
By
Frank AhrensWashington Post Saturday, June 17, 2006
The recent breakup of the Knight Ridder Inc. newspaper chain has helped spark interest around the country in returning papers to local or private ownership after decades of expansion by corporate media conglomerates.
For example, the Philadelphia Inquirer left Knight Ridder for local ownership, and local groups in Los Angeles and Baltimore are mounting efforts to provoke sales of those cities' papers.
The newspaper business was relatively stable over the last half of the 20th century, controlled by a handful of chains that steadily added newspapers and recorded profit margins of 10 percent to as much as 30 percent. Now, after two decades of circulation decline that have led to strife in boardrooms, some of the very precepts that stabilized the business -- newspapers should be owned by publicly held companies, local ownership is limiting, and bigger is better -- are being repudiated.
The upheaval started last fall, when a major shareholder of the venerable Knight Ridder chain began urging the board to break up the company, saying shareholders were not getting the best value out of their stock. By March of this year, the company had been sold to the McClatchy newspaper company, which began selling the papers it didn't want.
The roiling has spread to the boardroom of the
Tribune Co., which owns the Los Angeles Times, the Chicago Tribune and the Baltimore Sun, among other papers and television stations. There, members of the Chandler family -- Tribune's second-largest shareholder and onetime owners of the Los Angeles Times -- are warring with other directors, urging the company to break up. The issue: The board authorized a stock buyback, which would cost the company millions of dollars in new debt, and the family fears losing the value of their stock. Anxiety in the Chandler family may be valid: On Thursday, Moody's Investor Services cut the $10 billion Tribune Co.'s credit rating to "junk" status.
The Baltimore Sun reported yesterday that the local Abell Foundation is using the uncertainty to urge Tribune Co. to sell the Sun. The Abell Foundation is a private organization funded with money the Abell family earned by selling the newspaper in 1986.
"Suddenly, we have all this turmoil," said newspaper analyst John Morton. "Ultimately, when all of this is done, a number of papers will end up in private hands."
Big, century-old chains -- such as Knight Ridder,
E.W. Scripps Co. and
Gannett Co. -- spent most of their lives as privately owned, family controlled companies. But in the '70s and '80s, the chains sought public money, which allowed them to grow but made them vulnerable to the short-term, quarter-by-quarter earnings demands of Wall Street.
Now, Wall Street has soured on newspaper stocks, and major shareholders -- families, institutions -- are urging sell-offs. Which Wall Street likes. Tribune's stock price has jumped nearly $5 a share since the Chandlers began urging the breakup, in late May.
Some newspaper owners, such as MediaNews Group Inc. chief executive William Dean Singleton, never heeded the siren call of public money. Instead, he relied on revenue, acquisitions and private capital to grow his newspaper chain, headquartered in Denver. In April, Singleton used his own cash to buy four of the Knight Ridder castoffs, making him the industry's fourth-largest owner.
Singleton's reasoning -- one that is gaining traction in the industry -- is that privately owned newspaper companies have debt that can be paid down with the significant amounts of cash papers continue to generate. Wall Street cares far more about earnings than debt, and private companies don't have to talk about earnings to outsiders. With private ownership, shareholders are off your back. A helpful thing, as newspapers take risks to follow their readers to the Internet and beyond.
McClatchy found owners -- all of them privately held -- for all but one of the 12 newspapers it sold off.
Morton has become a convert to the return-to-private thinking, which he said has its journalistic benefits.
"The fact is, Wall Street is so short-nosed and is so dedicated to maximizing return on investment to the exclusion of almost everything else, you're going to have situations where, basically, you have a lot of public shareholders who have interests that are inimical to good journalism," he said.
But lest a generation of newspaper journalists -- who have watched corporate parents slash costs through layoffs, budget cuts, bureau closings and the like -- gets dewy-eyed over the prospect of local, private ownership, Singleton warned: "I don't think there's a lot of difference between performing well to please your shareholder or performing well to please your bankers."
There is some good news in the unrest, Morton and newspaper executives say. If the sale price of Knight Ridder -- $4.5 billion -- was a referendum on the health of the industry, the answer was positive. The price was higher than most expected and acknowledges the fact that many newspapers still enjoy profit margins of about 20 percent -- higher than that of most business.
And even though big-city newspapers are losing circulation, many small and mid-size communities' newspapers are growing. It was those Knight Ridder papers that caught McClatchy's eye.
After buying Knight Ridder's 32 papers, McClatchy chose to hold onto only 20 of them -- and only four of them are large papers, including the Miami Herald and the Kansas City Star. The rest include the Olathe (Kan.) News, with a daily circulation of 4,986; the Idaho Statesman (circulation 62,000); and the 100,000-plus Lexington (Ky.) Herald-Leader.
The smaller papers are growing because, unlike in large media markets, they are either the only or the dominant advertising vehicle in town. It is an advantage that large papers, such as the Philadelphia Inquirer, cannot match, as advertisers have more ways to reach consumers there.
The Inquirer ended up in the hands of a group led by a founder of
Toll Brothers Inc., a home builder. Although Toll is a publicly owned company, it is local to the Philadelphia area.
Staff writer Annys Shin contributed to this report.
In black and blue
By
Jeff JarvisJune 15th, 2006
The next newspaper company to face a coup is Tribune (for whom I worked on three newspapers). As has been reported quite openly, the Chandler and the McCormick clans are fighting over breaking up the remnants of their conjoined has-been empires. So sad. When Tribune announced its stock buyback, I said to myself (which is to say, I never got around to blogging it) that this was a clear indication of the lack of vision, innovation and balls; it was an effort to prop up the stock rather than invest in the future. Other newspaper stocks are suffering similarly, the Times shows in various charts today (not online, so far as I can see).
I was also amused to see Chandler argue that media cross-ownership wasn’t working. All those who fear and try to regulate media companies from growing through acquisition are only helping them put off the inevitable lesson that bigger isn’t safer. There is no synergy.
What’s needed in media is not sell-offs and buybacks and stock props and rollups. Piggy, piggy, come here, I have some pretty lipstick for you. No, what’s needed is vision and the bravery to build the future. I see a few — too few — individuals who have that but no companies that do. This is an industry in desperate search for balls.
Gimme Credit questions Chandler analysis of Tribune
June 16, 2006
By
Lorene YueChicago bond research firm believes break-up valuations too high(Crain’s) — Gimme Credit, a Chicago corporate bond research agency, is questioning the financial research that Chandler family members are using in their recommendations to revive the
Tribune Co.’s sagging stock price.
Months of behind–the–scenes negotiations between the Chandlers and Tribune management over how to boost shareholder value broke into the open last week when the media company’s second largest shareholder said it would not participate in a proposed $2 billion share buyback announced last month.
Tensions rose this week after the Chandler family sent a scathing letter to the Tribune’s board outlining its reasons against the repurchase plan, criticizing the failure of the company’s strategy and urging, among other things, that the company’s broadcasting and newspaper assets be separated or the company be sold off.
The analysis cited in the letter, which was filed with the Securities and Exchange Commission, relied on Wall Street reports that said the company would be worth significantly more than it is currently valued if it were broken up and sold off.
“The letter included independent valuation analyses that showed Tribune could be worth more than $12.4 billion based on a 10.4 EBITDA multiple versus the 7.0 multiple at which it is currently trading,” Dave Novosel of Chicago-based Gimme Credit, wrote in a Friday report. “A 50% jump in valuation seems extremely unlikely in our opinion. The Chandler Trusts also cite projections for EBITDA to decline at a rate of 1.3% rate over the next five years, which we find extremely pessimistic.
“We are skeptical that a split would unlock significant value,” wrote Mr. Novosel. “Recent media splits, including Viacom, have not uncorked value.”
Representatives from the Tribune and the Chandler’s were not available for comment.
The so-called break–up value of the Chicago company is estimated to be in the low– to mid–$40 a share range, according to several Wall Street analysts. Tribune shareholder Ariel Capital Management, which owns about 5% of company, puts the break–value between $44 to $46 a share.
That’s significantly above Friday’s closing price of $31.92. The stock is up about 14% since the Tribune said it planned to buy back about 25% of its outstanding float in an effort to boost its stock price.
The Tribune is offering to buy back its shares at between $28 and $32.50.
While the stock briefly breached the $32.50 limit Thursday to close at $32.51, it fell back Friday. Unless the company boosts the upper end of the buyback range, which the company has so far refused to do, the company may have difficulty finding takers.
“I’ll be surprised if they get one-quarter of the 50 million-plus shares [they want to buyback],” said Jon Najarian, co-founder of financial Web site Inside Options.
Mr. Najarian called the break-up estimates “wildly optimistic. I think a fair value estimate north of $45 a share is a pipedream.” Mr. Najarian and other market analysts expect the stock to hold around $30 a share until the June 26 expiration date of the buyback plan —unless there are more developments from the Chandler or Tribune management front.
Gimme Credit’s Mr. Novosel aksi recommends that investors avoid Tribune’s credit products “given the meaningful increase in event risk.”
The Chandler family, through two trusts, acquired roughly 12% of the Tribune when the company bought the Chandler—owned Times Mirror Company in 2000. It also has three seats on the Tribune’s board of 11.
Tribune's directors defend buyback
Tribune's directors defend buyback, respond to Chandlers' accusationsOrlando Business Journal 1:21 PM EDT FridayIn a letter released late Thursday,
Tribune Co.'s seven independent directors fired back a response to a recent letter from the Chandler family calling for the breakup or reorganization of the company.
The directors strongly defended Tribune's decision to approve a $2 million stock buyback program and suggested that the Chandler family was looking out for its own self-interest "at the expense of other shareholders" with the suggestion of breaking up the company.
The family owned the "Los Angeles Times" and its parent company, the Times Mirror Co., from 1884 until its sale to Chiacgo-based Tribune -- which also owns the "
Orlando Sentinel" -- in 2000.
The letter was a major show of support for Tribune Co. CEO Dennis FitzSimmons and suggested the Chandlers have little chance of winning board support for a larger restructuring.
The letter appeared to respond directly to a call from the Chandlers to establish a committee of independent board directors to explore alternatives for the company.
In the letter, the directors said other transactions like the ones suggested by the Chandlers, including a spinoff of the Tribune TV stations, were "considered by the board prior to the approval of the tender offer." It also noted that a successful stock buyback would not "... preclude the board from considering other strategic alternatives in the future."
Protecting reporters from—what?
By
Kevin RoderickPeacefire.org, which keeps track of the political websites and other non-sexual sites that are blocked by content filters, sent a note to subscribers saying that
its own website can't be read on computers in the Los Angeles Times newsroom.
Reporters working in the L.A . Times have informed me that Internet access in their newsrooms is filtered, although we haven't determined what program they're using. In the L.A. bureau, reporters can't access sites like Playboy.com and are also blocked from accessing Peacefire.org, and I had to give a reporter the address of a Circumventor site so that he could get to our home page. In the San Francisco bureau, the filtering is apparently less restrictive, since Peacefire.org and Playboy.com are accessible, but the more hard-core Penthouse.com is not. It's the first time I've heard of blocking software being used in the newsroom of a major newspaper, so I wanted to tell the reporters on this list -- except that, you know what would be, like, really funny, is that we should keep it secret from the idealistic young high school newspaper reporter who is dreaming of the day she'll escape from the censorious clutches of her school, and get a job as a real reporter for the L.A. Times.Makes me wonder if LA Observed is still blocked at Channel 5. Haven't heard anything from there lately.
Update: I'm told the Times uses
Websense to block newsroom access to offending websites, and that there is a not-much-spoken-of policy of letting managers approve reporter access to blocked sites as needed. Kind of like in China! Staffers trying to visit Peacefire.org get a message saying: "Proxy Avoidance" is Blocked by Los Angeles Times Internet Usage Policy.
Webmaster message: Kevin, when we had access to the Internet from the Olympic Facility, your site was blocked as well. Would grab a quick view of your web page before it would change to server not found. Someone took it one step further and blocked all Internet access from the men and women at Olympic. Talk about censorship!
Edward
On the Lighter Side of Life
On Tuesday night Don Reese' wife took a phone call regarding his recent death from a friend at the Elk's Lodge. She told the caller Don just walked into the bathroom, but double checked, just to be sure.
We're happy to announce that Don Reese is alive and well, even though he may appear to be dead in this photograph.
Tribune Won't Deviate From Buyback Plan
Maya Roney
06.16.06, 10:45 AM ET
ForbesTribune Co. is unlikely to deviate from its stock buyback plan despite dissent from the Chandler family, a major shareholder, according to a report from UBS Investment Research.
On Thursday, UBS maintained a "hold" rating on Tribune, after the Chandler Family trust, Tribune's second-largest shareholder, came out against the media firm's $2-billion stock buyback plan and pushed for a breakup or sale of the company.
"We do not expect management at Tribune to follow the same path as that of Knight-Ridder," wrote UBS analyst Brian Shipman. "Rather, we believe management will retain its current buyback plan."
Last fall, Knight-Ridder the second-largest newspaper publisher in the country after Gannett (nyse: GCI - news - people ), was forced to put itself up for sale after a revolt by its three largest shareholders. McClatchy Co. is buying Knight Ridder and selling 12 of Knight-Ridder's 32 papers to other parties.
In a regulatory filing, the Chandler Trust disclosed that they do not intend to tender any shares in response to Tribune's share repurchase announcement.
The Chandlers instead suggested the company seek strategic alternatives to the current business model, possibly including splitting up the newspaper and broadcasting assets or even a sale of the company.
The Chandlers do not currently hold a control position, and management's current share repurchase plan has received approval from the majority of directors. If the company were to breakup, the analyst estimates its value in the $34 to $37 per share range.
Tribune debt is rated 'junk'
Newsday.comBY MARK HARRINGTON
June 16, 2006
Yet, something probably should be done. As Wall Street apparently cheered the boardroom dustup at
Tribune Co. by further lifting its share price, the Chicago-based owner of Newsday and other
media properties yesterday saw its debt rating lowered to 'junk' status by Moody's because of concerns about a stock buyback plan.
A day after the Chandler Trust, a 12-percent owner of Tribune, cited management's 'failed' growth strategy in calling for a strategic breakup or sale of the company, once-moribund Tribune shares continued to climb, gaining 57 cents to close at $32.51 yesterday.
Tribune, in a statement Wednesday, challenged many of the assertions in a Chandler letter calling for the breakup, and said a majority of the board favored a stock buyback program and an 'aggressive performance improvement program.' That plan includes continued expansion of Internet properties, the sale of some $500 million in 'non-core' assets, and additional cost cutting.
In a letter to the Chandler Trust yesterday, Tribune's independent directors, led by audit committee chairman William Osborn, disputed elements of the Chandler letter. 'We completely reject your assertion that the action of Tribune's Board in authorizing the tender offer was 'hasty and ill-informed,'' Osborn wrote.
The letter said the board carefully considered alternatives proposed by the Chandlers, and opted for management's strategic plan. 'The independent directors are confident in management's ability to execute on this strategic plan,' he wrote.
Analysts who track the company expressed optimism that the public and acrimonious board battle would spur changes and lift the share price more.
'We are encouraged that a more dramatic course of action is being undertaken,' analyst James Goss, who tracks Tribune at Barrington Research in Chicago, wrote in a note to investors yesterday.
At the same time, he and others appeared to stop short of agreeing with the Chandler Trusts' plan for the company, which includes splitting the broadcast properties from the newspapers in tax-free spin-offs or pondering the sale of the entire company. 'I'm not sure blowing the company up into a million pieces is the best way to go,' Goss said in an interview. 'Yet, something probably should be done.'
Also encouraged by the prospect of change, Credit Suisse First Boston yesterday raised its rating on Tribune stock from neutral to outperform, citing the Chandler proposals.
'We believe the Chandlers' inside control and board representation makes it more likely than not [that] something materializes,' Credit Suisse analyst Debra Schwartz wrote in a note to investors, referring to a breakup or sale that could lead to a 'significant' increase in Tribune's share price.
But not all the news was good. Moody's Investors Service lowered its rating on about $5 billion of Tribune debt one notch to 'junk' status, citing the company's plan to buy back up to 25 percent of Tribune shares in a plan to increase shareholder value, which the Chandler Trust opposes.
Moody's move follows downgrades by Standard & Poor's and Fitch Ratings. Moody's expressed discomfort with the buyback program's increase in Tribune debt against measures such as adjusted free cash flow.
Even as Tribune moves ahead with its plan, the dissident shareholders are expected to begin making their case to other institutional holders. 'They have to get some allies' before pondering a next step such as a proxy fight, said Ed Atorino, who tracks Tribune at The Benchmark Co., an investment firm in Manhattan.
Atorino added that the support may very well be there: 'I've heard there are some large institutions who are considering their [the Chandlers'] proposals.'
Topix
Dear Tribune Employee
Dear Fellow Employee:
Earlier today, Tribune's independent directors responded to the letter the Chandler Trusts made public yesterday. I hope you'll read the complete letter, which will be posted on the TribLink home page shortly. However, since this situation is receiving so much publicity, following is a summary of the most important points.
* First, our independent directors "completely reject" the Chandler Trusts' assertion that the action of Tribune's Board in authorizing the tender offer was "hasty and ill-informed." In fact, the full Board reviewed a broad range of strategic alternatives for the company at numerous meetings over many months.
* Nothing that the Chandler Trusts' representatives proposed in their letter is new. All of the alternatives cited had been duly considered by the full board, in a process that was thorough, timely and well-advised.
* The independent directors reiterated their belief that the tender offer, combined with management’s ability to execute on the strategic plan, is the best means of building value for all shareholders.
This includes:
* Investing in the rapid growth of our local and national Interactive businesses
* Sustaining the broad reach and revenue of our core metropolitan newspapers and television stations
* Improving operational efficiencies throughout the Company by aggressively managing costs, including $200 million of cost savings over the next two years
* Divesting at least $500 million of non-core assets
* Continuing to serve our local communities with quality journalism
* In conclusion, the independent outside directors said "We continue to stand firmly and united by our decision and the strategic plan outlined by management as part of the recapitalization."We expect to close the tender offer on June 26, and won't be distracted by current media coverage. With the support of our Board of Directors and with the efforts of Tribune's talented employees, we will successfully navigate the changing media environment.
Sincerely,
Dennis
Priorities

I have just returned from San Dimas Cummunity Hospital where my daughter Joanna was taken at nine this morning. I could not wake her up, no matter what I tried, and fearing she had taken a drug of some type called 911.
In the emergency room the doctor told me she had consumed alcohol, but would do further tests for drugs.
She was three times the legal limit of being considered under the influence of alcohol.
I have searched our house for empty alcohol containers without finding the proof, so I'm assuming she slipped out of the house sometime in the early hours, because after doing a bed check at one in the morning, she was in her bed asleep this morning.
Cigna Health Care of California has been great, we will have her in treatment within forty-eight hours.
The Los Angeles Times was also very helpful, giving me the day off, with no questions asked.
It's not easy talking about this right now, but I'm sure some good advice and information will come my way because of it.
This situation makes what's happening at the newspaper seem like a cake walk.
Edward
CSFB raises rating on Tribune
By David B. Wilkerson, MarketWatch
Last Update: 11:23 AM ET Jun 15, 2006CHICAGO (MarketWatch) -- Credit Suisse First Boston lifted its rating on Tribune Co. to outperform from neutral Thursday, saying that the company's No. 2 shareholder has set the stage for a restructuring or asset sales that could mean a "significant" boost to its share price.
Analyst Debra Schwartz told clients that a regulatory filing by the Chandler trusts that called for divestiture of Tribune's (
TRB) broadcasting division or other alternatives including a possible sale of the company will probably have some impact on its strategic direction.
"While there are many variables and complicating factors in forcing a breakup of the company, we believe the Chandlers' inside control and board representation makes it more likely than not something materializes," Schwartz said in a research note.
The trusts said in a Tuesday filing that Tribune should separate its newspaper business from its television broadcasting business and begin to explore other strategic alternatives, which could include tax-free spin-offs of its newspaper assets or the sale of the company as a whole.
Tribune shares were up 0.8% at $32.21 Thursday morning.
Tribune's Assets Seen as Big Lures for Bidders
Los Angeles TimesBy Jerry Hirsch and James Rainey
June 15, 2006
The prospect of a breakup of Chicago-based
Tribune Co. and its 11 daily newspapers and 26 television stations would draw intense interest from potential buyers despite skepticism among many investors about the value of traditional
media. Several media analysts said that if the Chandler family succeeded in forcing a Tribune breakup, it was far more likely the company would be sold off piecemeal rather than to one or two buyers.
That's because the larger individual assets - including the Los Angeles Times, KTLA-TV Channel 5 in Los Angeles and the Chicago Cubs baseball team - are likely to draw interest from local and regional buyers who view them as trophy properties. On Wednesday, representatives of the Chandlers called for a sale or breakup of the company, calling Tribune's 2000 acquisition of Los Angeles-based Times Mirror Co. a failure. Tribune executives dismissed the suggestion, adding that the company 'has a great future.' The sum of Tribune's multiple parts is worth the equivalent of $43 a share, according to estimates by Steven Barlow, an analyst at Prudential Equity Group. That compares with the $31.94 closing price of Tribune shares Wednesday. The conventional wisdom has been that traditional media such as newspapers and television are losing propositions - profitable today but quickly losing their audience and advertising revenue to the Internet.
'But there are a minority of thinkers who believe that well placed, financed and managed brand-name properties will be here for the long term, and some of the Tribune stations fit that category,' said Rick Michaels, chairman of Communications Equity Associates in
Tampa, Fla. The same is true in the newspaper business, newspaper analyst John Morton said. 'Even metropolitan newspapers, with their problems, are more profitable today than most other businesses,' Morton said. 'And that makes them attractive at some level. If the Tribune papers become available, individually or as a group, they will be highly attractive to someone, including other newspaper companies.' The allure of Tribune's
publishing and broadcast arms is likely to vary by market. Big city television operations generally would be more attractive, whereas newspapers in those markets face growth challenges and competition from mostly free online classified advertising services such as Craig's List. Tribune's major-market TV stations - WPIX Channel 11 in New York; KTLA in Los Angeles and WGN Channel 9 in Chicago - probably would be most attractive to private equity funds - pools of investment money that finance acquisitions - that have subscribed to the idea of 'brand name' value and already are players in several recent media purchases, Michaels said.
'A consortium of these large equity groups would probably be eager to purchase these stations and would probably pay a premium over a strategic buyer such as a network,' Michaels said. Those stations 'are household names in TV and the private equity and hedge funds are flush with money right now.'
The major networks probably would shy away from Tribune's broadcast portfolio. Additional properties would put some of the networks over a regulatory threshold that limits the reach of their station ownership to no more than 39% of U.S. households.
One scenario would be for the funds to purchase all the stations, keeping what Michaels called 'the pearls' and selling off smaller-market operations. That scenario is similar to how McClatchy Co. purchased and broke up the Knight Ridder Inc. newspaper chain. Michaels said that among the funds interested in Tribune's broadcast operations could be Providence Equity Partners, Spectrum Equity Investors, Texas Pacific Group and Oak Hill Capital Partners.
Some are already nibbling in the media sphere. Providence and Texas Pacific own a combined 50% of Metro-Goldwyn-Mayer Inc. Spectrum controls Classic Media Inc., owner of a stable of famous TV and cartoon characters including Lassie, the Lone Ranger and Casper the Friendly Ghost. As for Tribune's newspapers, analyst Alan D. Mutter said prospective buyers might be interested in using a purchase to increase their political clout or to maintain local ownership.
'We could be moving into an era where newspapers started - with wealthy individuals who had something to say, an itch that needed to be scratched,' Mutter said.
Hugh J. Martin, an assistant professor of journalism at the University of Georgia, said he expected that even the nation's biggest newspaper company, Gannett Co., would consider adding Tribune papers that would be close to its current newspapers.
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Pressroom Pulse
After hearing about the Chandler Family dropping their bomb on the Tribune company this morning, my mouth became very dry. I get a dry mouth when in stressful situations, like going in front of a judge with my daughter, or speaking with the Internal Revenue Service. This generally happens when I'm not sure of the outcome, will it be painful or costly to my pocketbook?
Today's articles on the possible sale of the Los Angeles Times or the breakup of the Tribune Company, is a very stressful occurrence in my life.
I can continue to tell myself that everything will be alright, yet I wonder where all this commotion will take me? Many of my co-workers say they are not worried, yet I see them huddled together in small groups as if an earthquake has hit. For the readers outside of California, when an earthquake strikes Los Angeles, you get to meet your neighbors you never see. Everyone comes outside in small groups, to comfort one another that things will return to normal very soon.
I know my co-workers very well, and my supervisors. It's so easy to feel there was something wrong at work today, the supervisors pretty much stayed in the pressroom office. They only left the safety of their office because they had certain things to take care of, but then they were gone again.
Wayne did his best to put everyone at ease, and he also seemed to have a dry mouth, maybe from all the talking today?
The employees at the newspaper are all grasping for information, that can and will impact our lives in the near future.
Nothing is said to occur till the Fall, so we have a few months to prepare for the thing we dread, CHANGE!
Edward
To Tribune Employees
From: FitzSimons, Dennis J.
Sent: Wednesday, June 14, 2006 4:45 PM
To:
dpadgett@earthlink.netSubject: Update
Dear Fellow Employee:
As you may already know, on Wednesday, the Chandler Trusts issued a letter to Tribune's Board of Directors that was also made public through a filing with the Securities and Exchange Commission. In it, the representatives of the Trusts state that the Trusts will not participate in our tender offer that was announced on May 30.
Many of the assertions in the letter are inaccurate. We issued the following statement in response:
" William A. Osborn, Tribune's lead independent director, said: "Tribune's Board of Directors evaluated a broad range of strategic alternatives at numerous meetings over a period of months. The actions suggested by the Chandler Trusts in today's letter were considered by the board prior to its approval of the tender offer. After receiving recommendations from management and the board's outside financial and legal advisors, all the directors except those representing the Chandler Trusts approved the tender offer as being in the best interest of all shareholders."
"Dennis FitzSimons, Chairman, President and CEO of Tribune Company said: "After extensive deliberations by the Board, which included a detailed review of the environment in which all media and newspaper companies are operating today, we recommitted to an aggressive performance improvement program. This includes continued expansion of our Internet portfolio, the sale of non-core assets, and additional cost saving initiatives. In a changing media environment, our commitment to quality journalism and service to our communities will continue to be a top priority. We believe Tribune Company has a great future and we are focused on creating long-term value for all of our shareholders, many of whom are employees.
"It's important to note that Tribune remains committed to the plans we announced on May 30, and our confidence in the company's future is strong.
We'll keep you apprised of further developments.
Sincerely,
Dennis
Tribune Employees Hang On.....

With all the breaking news this morning Tribune employees can only hope for a positive outcome.
I have no clue where we will land in the coming weeks and months ahead. Like all of you, it will be nice when this is all but a memory.
So put your seatbelts on, your head against the headrest and hang on for this latest ride.
Eddie
Chandler family calls for breakup of Tribune Co.
2nd Largest Shareholder calls company strategy a failureFrom the AP Newsroom
June 14 13:15:00, 2006
(AP) - The second-largest shareholder of Tribune Co. onWednesday called for a breakup of the Chicago-based media company, saying its strategy of combining broadcasting and newspaperproperties in large cities has failed.
The Chandler family, which owns 12 percent of Tribune's shares,also said in a regulatory filing that they would not tender theirshares as part of a major buyback the company is undertaking.
The company had disclosed earlier that the Chandlers opposed thebuyback but didn't detail their reasons. In a letter to the company's board of directors included in a regulatory filing Wednesday, the Chandlers called the process by which the board considered the buyback "fundamentally flawed" and "a purely financial device that fails altogether to address the real business issues facing Tribune."
The Chandlers also have the right to name three of Tribune's 11 directors. Those three directors had voted against the buyback.
Tribune's shares have risen in recent sessions since the disclosure of the Chandlers' dissent as expectations grew among investors that Tribune might have to consider more dramatic action beyond the buyback to boost its long-lagging share price.
After the disclosure of the Chandlers' letter, Tribune shares rose again, jumping 75 cents, or 2.4 percent, to $31.80 in activetrading on the New York Stock Exchange.
Tribune's tender offer has a maximum price of $32.50.
In their letter, the Chandlers said Tribune must find a way to separate its broadcasting holdings from its newspaper business, saying that the company's strategy of owning broadcasting and newspaper properties in the same cities has failed to deliver growth.
They also noted that an anticipated change in regulations that would have made the cross-ownership of television and newspaper properties in the same cities permanently legal has not occurred.
The Chandlers became significant holders of Tribune after its purchase of Times Mirror Co., of which they were major shareholders, in 2000.
A Tribune spokesman was not immediately available for comment.
Local Moguls Express Interest in Buying L.A. Times
Local investors express interest in bidding for the Tribune Co. paper amid a boardroom rift.By
Joseph MennTimes Staff Writer
June 14, 2006
From
Los Angeles TimesCould the Los Angeles Times once again be up for sale?
That question is on the minds of several of the city's richest businessmen, who reaffirmed this week their interest in bidding for the country's fourth-largest daily newspaper.
Billionaire investor Ron Burkle, former Olympics organizer and Major League Baseball Commissioner Peter Ueberroth and philanthropist Eli Broad have indicated in recent interviews or in comments to others that they would like to buy The Times or see it in local hands.
"The L.A. Times is a world-class brand," Ueberroth, a financier and former travel entrepreneur, said in an interview this week. "We're always attracted to quality brands."
Though analysts estimate that The Times could sell for about $1 billion, Publisher Jeff Johnson said the paper was not for sale. With about $1 billion in annual sales, the paper accounts for about 18% of Tribune's revenue and about 17% of operating profit.
One deterrent would be the huge tax burden Tribune would incur in an outright sale.
Yet investors and analysts said Tuesday that a rift between the paper's owner, Tribune Co., and its second-largest shareholder, the Chandler family of Los Angeles, had the potential to put The Times in play.
If that happens, the Chandlers could once again act as kingmaker. A clause in the $8-billion agreement by the Chandlers in 2000 to sell the paper's parent, Times Mirror Co., to Tribune gives the family the right to veto a sale of the flagship newspaper.
The Chandlers, who control three of Tribune's 11 board seats, are not pressing for a sale, according to people familiar with their strategy. Nor are they interested in reacquiring The Times should it come up for sale, the sources say.
The boardroom rift centers on Tribune's plan to take on more than $2 billion in new debt to buy back 25% of the company's stock. Tribune is offering to pay $28 to $32.50 a share, but the Chandlers have opposed the buyback, according to recent securities filings. Tribune has said it planned to proceed with the buyback.
That has helped drive up Tribune shares, which closed Tuesday at $31.05, down 60 cents, as investors anticipated a more dramatic restructuring.
"One has to assume that something is going to happen to Tribune," said analyst John Morton of Morton Research Inc. "Once that virus of a major change in the company gets established — and it's certainly been established in Tribune — it's very hard to get rid of it."
Analysts say a likely scenario is a spinoff of Tribune's television stations, a move favored by the Chandlers. That would leave Tribune's 11 newspapers a more affordable target for acquisition singly or in bulk."
It might open the door to dispose of the papers, and you could probably get more if they were sold as individual papers," Morton said.
Until recently, newspapers were considered more valuable in groups, because resources could be shared among them to lower costs. But Sacramento's McClatchy Co., which is buying No. 2 chain Knight Ridder Inc., has changed the conventional wisdom.
McClatchy is keeping the most profitable Knight Ridder papers and selling 12 others. By selling those in ones and twos, it has won higher sums than it paid for all of Knight Ridder. Tribune investors have paid close attention to the McClatchy sales, as have potential buyers of The Times."
The McClatchy-Knight Ridder auctions have proven there's trophy value to these big properties within local communities, and one has to assume that large shareholders are observing that," said industry analyst Kara Cheseby of T. Rowe Price, which held 4.7% of Tribune's shares as of the end of March.
Last year entertainment mogul David Geffen told Tribune Chief Executive Dennis FitzSimons he would be interested in The Times. He was rebuffed, but the sentiment has spread.
Burkle's Yucaipa Cos. investment firm had bid for the 12 orphaned Knight Ridder papers and is interested in The Times.
"Yucaipa has been interested in exploring the opportunity to purchase newspapers for some time," Burkle said in a written statement."
"The chance for the L.A. Times to be locally owned again is an opportunity that should not be missed."
Burkle and Ueberroth declined to say what recent actions they have taken, if any, and Geffen and Broad declined to comment. But people familiar with Broad's thinking said the billionaire, who made his fortune in home construction, would support local ownership, especially if nonprofit organizations were involved.
Broad broached the subject this week with Chandler advisor Thomas Unterman and was told that nothing would happen before this fall. That is when the second and larger of two investment partnerships that hold the Chandlers' stake in Tribune can be dissolved without a tax penalty.
The partnerships were set up by the family in the late 1990s before the sale of Times Mirror. In addition to stock, they contain venture capital investments and commercial real estate holdings, including the buildings that house The Times and other former Times Mirror papers, including Newsday and the Baltimore Sun.
Now the Chandlers want to take money out of the partnership without selling their Tribune shares. Such a sale could trigger a heavy tax bill.
The method for unwinding those partnerships, valued at $3.55 billion in a recent securities filing, is one of the matters in dispute between the Chandlers and other Tribune directors. Tribune has a minority stake in those partnerships. The Chandlers' investment in The Times, Times Mirror and Tribune have been held in trusts created in 1938 by Harry Chandler.
Until the last heir who was alive in that year dies, the trusts carry some restrictions, including a provision that the family keep a significant stake in The Times, according to a former Times Mirror attorney and other sources.
Those restrictions are why the Times Mirror sale included the creation of a separate board for The Times, 40% of which is appointed by the Chandlers. Any sale separating The Times from the rest of Tribune needs the approval of 75% of that board, giving the Chandlers veto power, securities filings from 2000 show.
Some experts believe that newspapers might be better off under private control, without the financial pressure of Wall Street.
Geoffrey Cowan, dean of USC's Annenberg School for Communication, said private local ownership could help The Times avoid continued cutbacks.
"People worry that economic pressures will force The Times to continue to reduce its staffing and the special features it puts out, whether it's the magazine section or the book review section or bureaus around the world," Cowan said.
One downside: Private investors with no roots in journalism could cut costs even more than traditional media companies to streamline operations before a sale.
E-newspapers just around the corner
By Kenneth Li Mon Jun 12, 11:13 AM ETNEW YORK (Reuters) - The newspapers of the future - cheap digital screens that can be rolled up and stuffed into a back pocket - have been just around the corner for the last three decades.
But as early as this year, the future may finally arrive. Some of the world's top newspapers publishers are planning to introduce a form of electronic newspaper that will allow users to download entire editions from the Web on to reflective digital screens said to be easier on the eyes than light-emitting laptop or cellphone displays.
Flexible versions of these readers nay be available as early as 2007.
The handheld readers couldn't come a moment too soon for the newspaper industry, which has struggled to maintain its readership and advertising from online rivals.
Publishers Hearst Corp. in the U.S., Pearson Plc.'s (PSON.L) Les Echos in Paris and Belgian financial paper De Tijd are planning a large-scale trials of the readers this year.
Earlier attempts by book publishers to sell digital readers failed due to high prices and a lack of downloadable books.
But a new generation of readers from Sony Corp. (6758.T) and iRex, a Philips Electronics (PHG.AS) spin-off, have impressed publishers with their sharp resolution and energy efficiency, galvanizing support for the idea again.
"This could be a real substitution for printed paper," Jochen Dieckow, head of the news media and research division of Ifra, a global newspaper association based in Germany, said.
It's easy to see why publishers are keen. Digital newspapers, so called e-newspapers, take advantage of two prevailing media trends -- the growth of online advertising and widespread use of portable devices like the iPod music player.
Nearly all papers run Web sites, but few readers relish pulling out laptops in transit or risk dropping one in the bathroom.
E-newspapers would cut production and delivery costs that account for some 75 percent of newspaper expenses.
Circulation in the $55 billion U.S. newspaper industry has slid steadily for nearly two decades as papers compete with Internet news for attention and advertising dollars.
Some publishers now see new devices as a way to help them snatch a bigger slice of online advertising and protect their franchise in reading away from home.
Ad spending on newspaper Web sites grew 32 percent in 2005 but only accounted for 4 percent of total ad spending in newspapers, according to the Newspaper Association of America.
Still, little is known about demand for an e-paper. "The number of consumers who are interested in reading on the go as opposed to listening to music on the go is probably smaller in the U.S. today," NPD Group analyst Ross Rubin said.
PRINT SCREENS
Sony and iRex's new devices employ screen technology by E Ink, which originated from the Massachusetts Institute of Technology's Media Lab. Investors include Hearst, Philips, McClatchy Co. (NYSE:
MNI -
news), Motorola Inc. (NYSE:
MOT -
news) and Intel Corp.
(Nasdaq:
INTC -
news).
The company produces energy-efficient ink sheets that contain tiny capsules showing either black or white depending on the electric current running through it.
Some of the latest devices apply E Ink's sheets to glass transistor boards, or back planes, which are rigid. But by 2007, companies such as U.K.-based Plastic Logic Ltd will manufacture screens on flexible plastic sheets, analysts say.
Separately, Xerox Corp. (NYSE:
XRX -
news) and Hewlett-Packard Co. (NYSE:
HPQ -
news) are developing methods to produce flexible back planes cheaply. Xerox, in particular, has created a working prototype of system that lets manufacturers create flexible transistor boards much like one would print a regular paper document.
Production costs are expected to be low enough soon for publishers to consider giving away such devices for free with an annual subscription. Data on subscribers could also help publishers better tailor ads.
Sony's reader will cost between $300 and $400. "If you can get one of these products to cost less than the cost of a year's subscription it could probably work," Kenneth Bronfin, president of Hearst Interactive Media, said.
He declined to name which other groups plan testing, but said Hearst's San Francisco Chronicle and Houston Chronicle will likely be among the first of its 12 daily papers to offer such devices to several hundred subscribers later this year.
In Europe, Ifra is discussing trials with 21 newspapers from 13 countries. The New York Times Co. (NYSE:
NYT -
news) is a member.
Sony is separately in discussions with some publishers to offer newspaper downloads in its e-bookstore due to launch this summer, although no decision has been made, said Lee Shirani, vice president of Sony's online content service, Sony Connect.
Adventures at Work

I take it someone is reading my blog occasionally, the lawns at the Olympic Facility were watered today, it was only for thirty seconds, at least their giving the grass some much needed water.
I need to clarify something to everyone, when I mention Wayne I'm referring to Russ Newton, not Wayne Beane (sic) from the Chatsworth Facility.
Today overtime was posted for three crews this Sunday, yes, on Father's Day. At many newspapers like the Los Angeles Times free newspapers are delivered to subscribers that have the Sunday edition delivered only. This is a way to add additional subscribers to the home delivery base, but why does it have to be done this Monday? I say Monday, because the edition to be produced Sunday afternoon will be inserted into the main sections of the newspaper for Monday publication.
I was asked to work by several of the men that have plans for this Sunday, but I also have plans and will be unable to work for them this Sunday. We did the same thing on SuperBowl Sunday, and since I'm not a sports fan I worked for someone that wanted to enjoy their day off.
Why not move this Sunday's bonus day to June 25th, this would make many in the pressroom happy, and allow everyone to spend the day with their familes.
Stay positive,
Eddie
The Downsizing of America
Sometimes we feel were the only industry that's downsizing and closing plants, the following e-mail arrived from a highschool friend regarding her husband's company. I e-mailed her yesterday that I would be posting her message on my blog.
Greetings...Artie here...I read your blog almost daily...I kinda enjoy it too!...I read about downsizing and thought I would share what's going on here...I didn't want to post it on your site...
Lynn got word that his plant is closing..They say it costs too much to run a plant in Ca. anymore...The employees have the option of relocating clear across the county, but it appears he will have the option of taking an early retirement...Needless to say it was a real blow to him....Devoting 35 years then finding out in 90 days it will all be gone...I gotta tell you he's gone through a whole list of emotions, but he's doing a whole lot better since it appears he can take that retirement option..lol....He didn't realize that was going to be available at first and he's like 1 and a half years from 55 when he thought he could retire.. He was stressing....No packages have been outright offered yet but I am pretty sure that's what he wants to do...
Anyway like I tell him...And I can pretty much say the same to you...You have dedicated your life to your work and taking care of your family...When he leaves there he knows he gave it his all...He was a devoted, dedicated employee that did the best job he could do...And for that he should be proud.......He's a good man, good father, wonderful husband, and my best friend......I am lucky to have him...
I love when I read your family stuff on your blog...I see too that you are a devoted family man too...You make me proud dear~...
Take care...Artie~
Never a Dull Moment

Yesterday as I entered the locker room at the Olympic Facility to put my costume on for work I ran across Wayne, he just finished working out, and I was assured our facility would not be closing by Wayne.
Despite the fact that the building and plants are not being watered, I was told the water pump is not running, and the buildings exterior has not been cleaned in months.
I don't know about you, but stores that look poorly kept do not get my business. Examples of stores I do not visit are Stater Brothers and K-Mart, both stores have good prices, but have a rather dirty look to them. Lets clean the east side of our building to give a positive impression to the thousands of drivers that can see our plant from the freeway.
Our buildings at Olympic are white, and situated next to the Santa Monica Freeway, dust seems to be a magnet to the buildings. If I can have a long hose placed onto the East side of the building, I will volunteer to rinse off the side of the building that all the commuters see everyday.
Back on the home front, I have decided to hire a painter to paint the interior of my house, and work a few overtime shifts on Saturday's to cover the expense. My son Bryan and I painted everything seven years ago, and it took us just over one week to cover every part of the interior.
Certain things I rather not do, like paint, change a babies diaper, give blood, get a tattoo, have a prostate exam, or do plumbing repairs. I have tried to donate blood three times, and almost passed out each time.
There have been times when I could not escape doing what I did not want to do, like the time Joanna vomited in her bed. After getting her to the bathroom to clean her up, I had to remove her blankets and sheets, all the time gagging and trying to vomit with dry heaves, a funny sight I'm sure. Most of you with children have had similar experiences, so I know I'm not alone with the things I go through.
As I keep saying, there's never a dull moment in my life.
Eddie
This little piggy went to market.....

About 7 years ago, the company we worked for went out of business. We watched the principals get very rich, the lawns go unwatered, department by department shut down. We were powerless. At the end, we were left with our 401-k and the need to start our own business. With the help of a lot of good people, we've been learning. It's like taking a college course, except that your life depends on finishing successfully. I had to learn a lot because as I found, there are so many "professionals" that do not warrant trust!
This isn't about what to buy, or who to do business with, it's about learning how things work.
So here are a few that have been helpful to me.
Stikky Stock Charts A great book that'll help you identify company trendlines, giving you more insight into stocks.
Investing For Dummies by Eric Tyson. A good all around book for learning about all types of investments.
Frontline PBS: Can You Afford To Retire? A sobering and honest look at the issues facing baby boomers as they get ready to shift gears. This site is good for days of reading and reflection.
Warren Buffett's annual reports (available online) are a good education on how corporations operate. The good, the bad, the mediocre. The language is fresh and uncomplicated. Take this for instance, from the 2005 Annual Report when it comes on his viewpoint on CEO compensation:
"Too often, executive compensation in the U.S. is ridiculously out of line with performance. That won’t change, moreover, because the deck is stacked against investors when it comes to the CEO’s pay. The upshot is that a mediocre-or-worse CEO – aided by his handpicked VP of human relations and a consultant from the ever-accommodating firm of Ratchet, Ratchet and Bingo – all too often receives gobs of money from an ill-designed compensation arrangement. " You can find these at
Berkshire Hathaway. You do not have to be a shareholder to glean
Warren Buffett's knowledge.
If anyone has any other resources that have been helpful in broadening your understanding, let me know!
Rise in stock price imperils Tribune buyback plan
Newsday.comBY SUSAN HARRIGAN
June 12, 2006Obviously, nobody is going to sell stock at a lower price.
A sharp increase in the stock price of
Tribune Co. has raised doubts as to whether the company will be able to complete a tender offer for about 25 percent of its shares if the rise continues, analysts said.
Shares of Tribune, which owns Newsday and other newspapers and television stations, closed at $31.96 Friday, up 14.6 percent over the nine trading days since Tribune announced the $2-billion offer on May 30. Of the 75 million shares it wants to buy, the company plans to repurchase up to 53million for a price ranging from $28 to a maximum of $32.50 in a so-called Dutch auction.
In a Dutch auction tender offer, a company says it will buy stock within a given price range, and after receiving investors' responses, it offers the highest price necessary to acquire all the shares it wants.
Tribune stock rose as high as $32.38 at one point Friday. If it is above $32.50 on June 26, the closing day for the auction, 'it means one of two things - [the buyback] doesn't get done, or they've got to raise the price,' said Edward Atorino, a
media analyst at the Manhattan brokerage Benchmark Co. 'Obviously, nobody is going to sell stock [
at a lower price].'
Investors who had already tendered their shares at a lower-than-market price wouldn't get stuck at that level because they can withdraw their offer up until midnight June 26 unless the offer is extended, according to documents Tribune filed with regulators. Tribune also can withdraw the offer under certain conditions, including a decrease of more than 10 percent in the shares' market price from the time the offer began.
The run-up in Tribune stock is thought to be at least partly due to opposition to the buyback plan by the Chandler family, Tribune's second-largest shareholder, with about a 12 percent stake in the company. There have been reports that private equity firms have approached the family about a possible takeover offer.
'That kind of speculation, it's like a virus,' said industry analyst John Morton, of Morton Research. 'Once it's in there, it's very hard to get rid of it ... You've got some investors out there who are always trying to sniff out the next big takeover, because in a takeover, ordinarily there's a premium paid over what the market price is.'
There also have been reports that Tribune may spin off its TV stations - a development that The Wall Street Journal said Friday could lift the stock by 42 percent. Based on Thursday's closing price, that would result in a $44.84 price for Tribune stock.
Ivan Feinseth, research director for Matrix USA, a Manhattan-based financial services company, said Friday that he 'disagrees strongly' with such a stock price prediction in the event of a company breakup. 'I don't think there's that much value in the two companies,' he said, referring to Tribune's newspaper and television units. 'And I don't think this continued separating of companies unlocks any value.'
In an ironic twist, the tender offer not working out still might end up being good for Tribune, which had planned to incur up to $3.4 billion in financing costs for the buyback, analysts said.
'One intended effect of this stock buyback was to increase earnings per share so the stock would go up and calm restive institutional shareholders' who were upset about Tribune's languishing stock price, Morton said.
'... So far, they've achieved that [a rise in the stock price] by just talking about it, really.'
Feinseth said that with the offer, Tribune has in effect set a 'floor' for its stock price. An investor would say, ''I can buy the stock at $29, and hopefully it goes up, and if it doesn't, I figure at some point they'll tender [again],'' he said.
Looking back at last Sunday
Last Sunday as I returned from Venice Beach I noted my garage door was open, and the garage floor was covered with water. My first assumption was, someone washed down the floor of the garage, but this notion was incorrect. Our washing machine's tub had broken free of the bolts that keep the tub in place, and the washing machine overflowed onto the floor.
If you recall, last Sunday (June 4th) it was well over one hundred degrees in San Dimas at six in the afternoon. Our central air stopped working and the house was extremely hot, my children and grand-children escaped into the pool to stay cool, as I tried to repair the central air.
To add to all this, our satellite television also stopped running, only showed Dish 101 which looped over and over on how easy it is to do home diagnostic's. This didn't help my ego one bit, because everything I tried failed.
Now the topper. My thirteen year old daughter Joanna informed me we had to go to court this Thursday, because she and her friend Nicole received a citation for walking to Nicoles house past curfew. And I wonder why my hair has turned gray?
After turning the washing machine on it's side, it appeared it would cost more than the machine was worth to repair it, so I went online and bought a washing machine from Sam's Club, it was delivered on Friday and runs great.
The central air problem was fixed on Monday morning. Appears someone broke off the heater control, and pushed it too far to the right, causing the central air not to run. Luckily I was able to find the problem myself, and saved a few dollars in the process.
The satellite television problem was caused by the Dish Network. I had to have our dish moved to another location of our roof, seems someone in my home owners association didn't care for the placement of our dish. Anyway, Dish Network moved our dish and also cancelled our service. It took a few minutes of pressing one for English, two for this, and three for that, before service was restored.
In juvenile court, my daughter and her friend were brought to tears as the judge gave them a severe tongue lashing. He also gave them twenty-four hours of community service, and gave me a thirty-five dollar fine.
The excitement never stops, but wouldn't life be boring if it did stop?
Have a great Sunday,
Edward
Trying Times for Newspaper Employees

With all the ado about buying back Tribune stock from Chicago many of the employees of the Tribune Company are wondering what the final outcome will be? Or what the company will look like after the completion of the stock tender.
Who will be sold in Los Angeles, KTLA or the Los Angeles Times? I would bet it would be KTLA, but I could be wrong.

Even after all the dust settles, the company plans to reduce operating costs by two-hundred million, so where will the cuts take place?
Many of my co-workers are asking similar questions, and with very little information coming from Times Mirror Square AKA Tribune West, we can only ponder where we stand.

Here at the Los Angeles Times Olympic Facility we have stopped watering the grass, or trimming the palm trees, which gives the place an un-cared look.
Many of the workers from the closed Chatsworth Facility have mentioned to me, this is what management did at our plant before it closed, stopped doing simply things like watering the grass.

I will do my best to keep all of you informed with any information that comes from Chicago or downtown Los Angeles.
Eddie
On the Lighter Side
I worked an overtime shift this morning, and when the cafeteria finally opened at 7:00am, I was amused at the sign for the breakfast special today. Here in Los Angeles we call this Spanghish.
For Tribune, A Breakup Offers No Guarantees
Some Investors Bet TV Spinoff Could Boost Shares 40% or More;
Viacom Split Provides a Caution
By SARAH ELLISON and MATTHEW KARNITSCHNIGJune 9, 2006
Since Tribune Co. unveiled plans for a $2 billion stock buyback last week, the newspaper-and-television concern's stock price has jumped 13% to $31.58. But investors believe a more radical restructuring such as the spinoff of Tribune's TV stations could lift the stock another 42%.
The hope of such a share-price jump is likely what's driving Tribune's board to weigh a TV spinoff, as reported yesterday in The Wall Street Journal. The discussions involve the Chandler family trusts, Tribune's second-biggest shareholder. But recent media-company restructurings have shown there is no guarantee a breakup will produce a higher stock price.
Witness Viacom Inc., which at the start of this year divided its broadcast-TV and radio assets from its cable channels and movie studio, in hopes of generating higher returns for investors. Six months after the breakup, shares of CBS Corp., the TV-and-radio unit, are little changed, while shares of Viacom, which was billed as a "high-growth" company in the runup to the separation, have dipped 15%.
"We like the idea of having businesses track more as pure plays, but there are current examples out there, including Viacom, where investors continue to price shares below the private market value," says Bill Nygren, portfolio manager at Chicago-based Oakmark Funds. He doesn't own Tribune shares.
Still, some shareholders in Tribune are optimistic a breakup would produce higher returns -- mainly because separating the parts would make it easier for buyers to snap up Tribune's TV stations and possibly its newspapers. Analysts at Ariel Capital, one of Tribune's biggest shareholders, figure that Tribune shares would be worth $44 to $46 a share in a breakup involving a subsequent sale of the parts. Tribune is offering to buy back shares in a tender priced between $28 and $32.50.
"Recent M&A transactions have shown that buyers still place a high value on quality media properties such as those owned by Tribune," said Charles Bobrinskoy, vice chairman of Ariel, which owned 10.3 million shares, or 3.4% of Tribune, as of March 31.
If the stock continues its recent rise and moves above $32.50 by the end of the tender period on June 26, Tribune could feel pressure to increase the price of the offer. There's no guarantee Tribune would do so, however, because the price is up largely because of the tender offer -- although the report of a potential spinoff also buoyed the shares.
A TV spinoff, separating Tribune's TV stations from its newspapers, would mark a retreat from the strategy behind Tribune's acquisition of Times Mirror in 2000. That deal was designed to create a local-media conglomerate with a stable of TV stations complementing one of the nation's finest collections of newspaper titles. But the strategy is now widely perceived as a failure, and the Chandler family trusts, which control three Tribune board seats and 12% of the company's shares, have grown impatient with the failure of Tribune to deliver on the promise of that deal, according to people familiar with the company's thinking.
Most investors evaluating Tribune feel that any broadcast spinoff would eventually be followed by a sale of the company's newspapers, which include the Chicago Tribune, Newsday and the Los Angeles Times. And as McClatchy Co. has found in recent months, as it has struck deals to sell 12 newspapers it is acquiring through the purchase of Knight Ridder Inc., there are plenty of investors interested in acquiring newspapers -- despite the industry's much-publicized problems. Certain Tribune newspapers such as the Los Angeles Times already have attracted interest from such well-heeled investors as entertainment mogul David Geffen. California supermarket investor Ron Burkle had expressed an interest in buying the Philadelphia Inquirer during its recent auction, raising the possibility he could be a contender for the Los Angeles Times if it was on the market. Mr. Burkle couldn't immediately be reached for comment.
To be sure, there's no guarantee Tribune will go ahead with a TV spinoff -- and if it did, it likely wouldn't occur for some time. Not only is the company in the midst of a buyback, it and the Chandler trusts have to unwind two complicated partnerships that hold Tribune shares, real estate and other assets before any spinoff can occur.
Goldman upgrades Tribune
By David B. Wilkerson, MarketWatch
Last Update: 11:47 AM ET Jun 9, 2006
CHICAGO (MarketWatch) - Goldman Sachs weighed in on the battle over Tribune Company on Friday, upgrading the newspaper publisher's stock on the expectation that a shareholder push for some kind of restructuring will succeed.
At the same time, analyst Peter Appert downgraded Dow Jones & Co. (
DJ) and New York Times Co. (
NYT) to underperform from in-line, saying that "industry fundamentals will likely remain challenging" for the news publishing companies.
In an attempt to lift its stock price -- which going into this week had lost nearly half its value since early 2004 -- Tribune (
TRB) 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.
Tribune's board of directors has also discussed the possible spin-off of its broadcasting group, according to filings with the Securities and Exchange Commission.
Appert says it's unlikely that many strategic buyers would be interested in Tribune in its current form, with its 26 television stations and such newspapers as the Chicago Tribune, Newsday and the Los Angeles Times. He added that a sale of the broadcast division might not create "meaningful value creation," since companies that own significant numbers of TV stations, such as Hearst-Argyle Television (
HTV) and CBS Corp. (
CBS) "do not trade at significant multiple premiums to TRB's current valuation."
Appert estimates that Tribune would be worth a price in the upper-$30s range in a break-up or leveraged buyout scenario. The company's current debt level, which will go up when it executes its tender offer, make a leveraged buyout "difficult to justify," the analyst told clients.
In Appert's view, the most likely possibility is that Tribune pursues further financial restructurings, along the lines of the Dutch tender. These could include raising its dividend, or "select asset sales," a process the company has already begun.
As part of a plan to sell at least $500 million in non-core assets outside of its three largest markets, Tribune earlier this week announced the sale of an Atlanta TV station to Gannett Co. (
GCI) for $180 million.
Appert said it's not clear why the Chandler Trusts, which own more than 12% of Tribune shares, object to the company's buyback plan, a development that has led some to wonder if other shareholders will call for a more dramatic action on the part of the company.
Tribune said that while eight directors approved the repurchase strategy, Jeffrey Chandler, Roger Goodan and William Stinehart Jr. of the Chandler Trusts dissented. Tribune said in a statement that it would not comment on discussions between board members.
In downgrading Dow Jones -- the parent company of MarketWatch -- and New York Times, Appert pointed out that those companies have dual classes of stock and large family ownership stakes that prevent other shareholders from forcing asset sales or other actions. For this reason, he said, "we would not expect DJ or NYT to benefit from upside in the group driven by the expectation of further industry restructuring."
Tribune shares were up 71 cents, or 2.25%, to $32.29; New York Times was down 75 cents, or 3.1%, to $23.29; and Dow Jones was down 13 cents, or 0.4%, at $33.74.
Update from Dennis FitzSimons
From: FitzSimons, Dennis J.
Sent: Wednesday, June 07, 2006 11:49 AM
Subject: Update
Dear Fellow Employee:
As you may already be aware, today's Wall Street Journal carries a story about Tribune's recently announced tender offer. The article makes reference to the fact that three board members dissented from the vote to move forward with the tender offer. While we never discuss board deliberations or discussions, this became a matter of public record yesterday. We amended our tender offer filing at the request of the Chandler Trust representatives on the board.
It's important to note that eight of the 11 board members voted in favor of the tender offer as being in the best interests of all shareholders, many of whom are employees. The board made this decision after considering a broad range of alternatives and we are proceeding with the tender offer. It allows the company to return value to shareholders who may be seeking some liquidity, while also allowing us to continue moving forward on our long-term strategy to grow revenue at our newspapers and television stations, expand our interactive businesses and divest non-core assets.
We'll keep you apprised of further developments.
Sincerely,Dennis
Tribune Board Is Considering A Broad Overhaul
Spinoff of Broadcast Unit Is Explored as First Step;A Dispute Over Partnerships
By SARAH ELLISON and DENNIS K. BERMANJune 8, 2006
The board of Tribune Co. since January has been seriously considering a restructuring that would include a spinoff of the company's broadcasting group and could pave the way for the eventual sale of the rest of the company, according to people familiar with the situation.
The Chandler family trusts, which are Tribune's second-largest shareholder and which nominated three of the board's 11 directors, have been involved in the discussions, and all parties appear to agree on exploring a broadcast spinoff, these people said. But the Chandlers disagree with Tribune's management over the timing and strategy of the move, which would entail months of complex and costly preparation.
In part, the Chandlers, who formerly ran the Los Angeles Times and became major Tribune shareholders with the 2000 sale of Times Mirror Co. to Tribune for $8.3 billion, are unhappy over the $2 billion stock-buyback program that Tribune announced last week. The three Chandler-nominated directors voted against the buyback, according to a company securities filing on Tuesday.
The discussions suggest Tribune is more seriously considering a breakup of the 160-year-old media conglomerate than previously had been known. Chicago-based Tribune controls a wide range of broadcast properties and newspapers, including 26 TV stations as well as the Chicago Tribune, the Los Angeles Times, Newsday of Long Island, N.Y., and other newspapers. The talks also suggest that a breakup would have the support of the Chandler Trusts, which control 12.2% of Tribune.
The board hasn't yet made a final decision on the spinoff and could end up keeping its current businesses intact, according to people familiar with the situation. Moreover, many steps remain before any spinoff or sale, and factors such as changes in the media business or a shift in the availability of financing could affect the ultimate decision.
A Tribune spokesman said the company wouldn't comment on discussions in the company's boardroom. Through the spokesman, Chief Executive Dennis FitzSimons declined to comment.
Tribune has been under pressure for its poorly performing stock price, at a time when many newspapers are seeing a decline in circulation and advertising and rising competition from the Internet. A move toward breaking up the company would come just months after another pressured newspaper company, Knight-Ridder Inc., agreed to be sold to McClatchy Co.
There is at least one major sticking point in any restructuring, said people familiar with the matter: how to unwind two complicated partnerships jointly owned by Tribune and the Chandlers that contain real estate, Tribune stock and other assets.
The two partnerships, known as TMCT I and TMCT II, were set up in the late 1990s in an effort to allow the Chandlers to diversify their holdings in Times Mirror in a tax-free manner. The Chandler family and Times Mirror each took a stake in the trusts; Tribune inherited Times Mirror's stake when it acquired the company.
The partnerships now own 51 million shares of common stock of Tribune as well as real-estate holdings including Times Mirror Square in California and various buildings, warehouses and printing plants in several states that are connected to Tribune newspapers.
Originally designed to last a long time, the partnerships are now seen by both sides as an impediment to Tribune's moving ahead with any major corporate restructuring. Because Tribune has a stake in the partnerships -- which in turn own Tribune stock -- there could be tax complications for Tribune in doing a restructuring while the partnerships still exist, said a person familiar with the situation.
But in talks starting last winter, the Chandlers and Tribune disagreed over the value of those partnerships, which date to the late 1990s. The buyback complicates the situation further, making the valuation discussions between the company and the family more difficult, according to a person familiar with the matter. The value of some of the assets in the partnerships fluctuates depending on Tribune's credit rating, which has plummeted since the buyback was announced.
Tribune's decision to push ahead with a stock buyback in May, before the partnership questions were resolved, aggravated the disagreement. The move boosted the company's share price 7% on the day it was announced and may calm shareholders as Tribune contemplates its long-term strategy. Many investors interpreted the buyback as an effort by Tribune to fend off unwanted bidders, in part by taking on so much unappealing debt.
Yesterday, following a Wall Street Journal article on the Chandlers' dissenting votes, Mr. FitzSimons sent a memo to Tribune employees defending the move. "It's important to note that eight of the 11 board members voted in favor of the tender offer as being in the best interests of all shareholders, many of whom are employees," he wrote. He also wrote that the board made the move "after considering a broad range of alternatives" and that it "allows the company to return value to shareholders who may be seeking some liquidity, while also allowing us to continue moving forward on our long-term strategy to grow revenue at our newspapers and television stations, expand our interactive businesses and divest noncore assets."
Shares of Tribune closed up 1%, or 31 cents, at $30.31 each, in 4 p.m. trading on the New York Stock Exchange.
Tribune has alluded to its strategic considerations before. In its tender offer last week, Tribune said it has "from time to time evaluated and is currently evaluating certain strategic alternatives relating to its television, radio broadcasting and entertainment businesses."
According to the offer, the alternatives may include "a sale or exchange of one or more of its television/radio stations or other broadcasting or entertainment properties; a merger, consolidation, joint venture or other business combination involving its broadcasting businesses and one or more third parties; a sale of equity or other interests in its broadcasting businesses to one or more third parties or a distribution to Tribune stockholders of shares of its broadcasting business."
But the disclosure of the Chandlers' dissent this week adds a new element to the discussion and could prove a catalyst for other shareholders to move more aggressively on a breakup or sale. Tribune has lost some investor confidence after years of market losses and circulation scandals. Its shares are trading near levels last seen in 1998, two years before the Times Mirror acquisition.
Whatever happens, a sale of part or all of Tribune would be a complicated matter. A possible spinoff of the broadcasting division might not happen until spring 2007, according to people familiar with the matter. Like the recent separation of conglomerate Viacom Inc. into two parts, such breakups require meticulous planning to sort out the capital structure, infrastructure and management of the various pieces.
Under one plan being contemplated, Tribune would shed the broadcasting unit -- which draws about 27% of its revenue -- via what is known as a "spin-merge" transaction. In such a deal, the parent company spins off and merges the business with another company, in a way that allows Tribune shareholders to hold at least half the new company's total equity. That would limit taxes on the whole transaction.
A set of midsize broadcasters would be the most likely partners for Tribune's station group. Private-equity firms also have been active buyers of TV stations. These buyers have been able to take advantage of highly generous financing markets to fund their purchases of late. Last year, the unit posted operating profit before taxes of $436 million.
Separating the broadcasting arm would make Tribune nearly a "pure" newspaper company that could draw interest from other suitors, especially since its papers are among the biggest and best-known in the nation. Other newspaper companies may not be among them, however. McClatchy is in the midst of digesting its purchase of Knight-Ridder. Gannett Co. would be another potential buyer, but so far it has shied away from making any big merger deals.
That could leave Tribune open to the advances of private-equity buyers, who are eager to put large sums of money to work. These firms, such as Texas Pacific Group and Thomas H. Lee Partners, waded unsuccessfully into the Knight-Ridder auction, but at the right price, they might be interested in Tribune.
Submitted by Pops
Tribune: Buyback approved by 'clear majority'
By David B. Wilkerson, MarketWatch
Last Update: 10:54 AM ET Jun 8, 2006CHICAGO (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.
Warning for Digital Camera Users
On Friday's at the newspaper my crew is sent to lunch by different crews, all depends on what crew finishes their press run first.
Last Friday I left my digital camera on my press console and had lunch with my crew members, and felt no need to take my camera with me at lunch time, I trust my co-workers.
After downloading all my pictures for the week, I came across several pictures that I did not take, but needless to say I was laughing out loud.
I pull gags and jokes on many co-workers, and this time they got me with their little stunt. I love their sense of humor, and hope you do as well?
Eddie
Did You Vote?

Two days ago I completely forgot about voting, but voted because the polling place was down the street from my home, and when I saw all the U.S. flags as I left for work I remembered. I asked many if they had voted, and found no one had remembered either.
Not certain what the percentage of voters made it to the polls Tuesday was, heard only 22% actually voted, but it has something to say regarding politicians.
Tribune Company Statement
CHICAGO, June 8, 2006 /PRNewswire-FirstCall via COMTEX/ -- Tribune Company (
TRB) today issued the following statement regarding the company's recently announced share repurchase program, on-going business strategy and plans for growth:
"Tribune's recently announced tender offer was approved by a clear majority of its board of directors as being in the best interests of all shareholders. As disclosed in our filing with the SEC, the board made this decision after considering a broad range of alternatives and the company is proceeding expeditiously with the tender offer, which will conclude on June 26.
"This tender offer allows the company to return value to shareholders who may be seeking some liquidity, and supports our long-term strategy to grow revenue at our newspapers and television stations, expand our interactive businesses and divest non-core assets.
"As has been our long-standing policy, we will continue to decline comment on private board discussions."
TRIBUNE (
TRB) is one of the country's top media companies, operating businesses in publishing and broadcasting. It reaches more than 80 percent of U.S. households and is the only media organization with newspapers, television stations and websites in the nation's top three markets. In publishing, Tribune operates 11 leading daily newspapers including the Los Angeles Times, Chicago Tribune and Newsday, plus a wide range of targeted publications. The company's broadcasting group operates 26 television stations, Superstation WGN on national cable, Chicago's WGN-AM and the Chicago Cubs baseball team. Popular news and information websites complement Tribune's print and broadcast properties and extend the company's nationwide audience.
SOURCE Tribune Company
Interisland Flights: Hawaii

Dreaming of a trip.... well, I've been looking at airfares to go see my family in August in Hawaii. THIS came up! For anyone contemplating a trip to Hawaii,
go! airlines is launching its' new service with flights between the Hawaiian Islands. $19 one way, $39 Interisland. The $39 flights are being sold now to June 8. The $19 are being sold until June 9.
Click the title above, it'll take you to the Go! Airlines page.
Bold strategy to shape Tribune chief's legacy

By
Phil Rosenthal Chicago Tribune
Published June 4, 2006
FitzSimons thrust into media world spotlightWith his silver-flecked hair and neatly trimmed mustache, Tribune Co. Chairman, President and CEO Dennis FitzSimons has the look of media maverick Ted Turner.
We're about to find out if he has Turner's vision.
These are tough times for all traditional media companies, and Tribune Co. is at its own crossroads. To stir a stock that's lost around 40 percent of its value over the last two years, FitzSimons last week unveiled a major initiative to buy back a quarter of Tribune's outstanding shares with borrowed cash.
The price tag of at least $2 billion will be offset in part by the sale of at least $500 million in non-core assets and $200 million in cost cuts over the next two years.
This strategy, meant to stand as a testimonial to the company's confidence in its own value and expected performance, is easily Tribune's boldest move since FitzSimons took its top job in 2004 and the best evidence to date of his vision of and for the company.
As such, its repercussions inevitably will shape his legacy.
"We're trying to run our existing businesses, which have had a difficult growth period, more efficiently while still maintaining quality and relevance in our individual local markets," FitzSimons, who turns 56 this month, told investors in a conference call after announcing the new stock plan Tuesday.
"We're doing it by investing in technology, so we're making capital expenditures and trying to create efficiency by using the size of our group," he said. "It says nothing about our view of the future other than we're in a changing business and we feel we need to get out in front of it.
"To this point, FitzSimons has had to negotiate more than merely the minefields common to all traditional media businesses, fending off newcomers for ad money and consumers and countering Wall Street skepticism about long-term growth potential.
Tribune has had a few traps uniquely its own, many stemming from its 2000 $8 billion purchase of Times Mirror Co., operator of the Los Angeles Times and other papers.
These include an inherited $1 billion tax dispute between Times Mirror and the Internal Revenue Service that Tribune lost last year. Another setback was the revelation two former Times Mirror papers--Newsday and Hoy in New York--inflated circulation figures.
"Some of the specific problems that have impacted Tribune, we feel we're making progress on and that's why we're making this step at this point," FitzSimons told investors. "We think our revenue prospects are going to improve. We have to make that happen. Our goal is to underpromise and overdeliver.
"But beyond those specific issues, there has been a slow-to-settle culture clash of two institutions each more than a century old, one headquartered in Chicago and the other formerly rooted in Los Angeles, yet often seemingly separated by more than the 2,000 miles between home bases.
For Tribune to realize the efficiencies necessary to reach $200 million in savings will require more cooperation than ever between its papers and television stations.
"The premise that there are areas where we can collaborate further is a really important opportunity that we've made lots of progress on," Scott Smith, president of Tribune Publishing, said in an interview. "We believe we can build on that in our newsrooms, but there are also similar opportunities in advertising and circulation.
"Although part of Tribune's plan is to run lean and sell some assets, it is not emulating more radical moves of other media outfits that re-thought their "big is best" philosophies. As Viacom kingpin Sumner Redstone declared last year as he moved to undo his company's empire building of previous years, splitting in two: "In the 21st Century, large is no longer in charge.
"Knight Ridder, No. 2 in U.S. newspaper circulation, was pressured by big shareholders to put itself on the block to pump up its stock price. The subsequent $4.5 billion sale earlier this year to McClatchy failed to produce the windfall for which optimists hoped.
Whether that clouds prospects for Tribune selling papers it doesn't consider core assets remains to be seen. But it's more likely to find buyers for TV stations in towns such as Albany, N.Y., should it decide that makes sense for a company with a big-city agenda.
So far, only assets in the top three markets--New York, Los Angeles and Chicago, including this newspaper and the Chicago Cubs--have been deemed untouchable. Meanwhile, FitzSimons has talked about buying a greater interest in the successful jobs Web site CareerBuilder.com.
Tribune management has declined to specify which assets are expendable, causing some anxiety internally.
To combat that, FitzSimons on Friday staged a "town hall meeting" for the benefit of the company's 20,000 or so staffers, answering questions about the strategy and its ramifications.
But he announced at the start that what he and his top lieutenants said therein would be off the record, a curious move for the head of a company that--for now at least--owns 11 daily newspapers, 26 television stations, a radio station, several Internet sites and various other media entities all dedicated to communicating with the public at large.
Sources within Tribune Tower say that when he was asked what targets the company's various businesses need to hit for this latest maneuver to be considered a success, FitzSimons referenced the price of Tribune stock. If sufficient growth is shown, he reportedly said it's hoped the price will be up to $50 a share by 2010.
A Tribune spokesman declined to comment on the remark, saying the meeting was meant as an internal briefing.
Steve Mosko, president of Sony Corp.'s television studio who has known FitzSimons since the 1970s and now does business with Tribune, says FitzSimons is "a good man and a smart man, who's trying to do the right thing.
"Some who work and have worked over the years with FitzSimons, a one-time TV ad salesman who rose through Tribune's broadcasting ranks, consider him a well-intentioned micro-manager.
He's described by friends as someone who shuns the spotlight, at least by the high-profile standards of the media business. But now he's clearly front and center.
"There's a lot of uncertainty surrounding traditional media these days as investors are unsure about future growth," FitzSimons told employees in a video message announcing the buyback. "They're staying away from the media sector, and that has had a negative impact on our share price. Because we believe in the future of our businesses, instead of borrowing to buy assets of other companies, we are buying our own assets at what we consider to be a discount.
"Where his vision takes Tribune, the whole media world is watching.
What are you going to do with your stocks?

Most stock holders and employees of the Tribune have received their tender offers to repurchase any or all of their shares in the Tribune company by now.
Many of my co-workers will be selling all or a portion of the stock, but I will be holding on to my shares, till the price returns to something of value.
The CEO of Tribune has a goal of bringing the stock up to $50 a share by 2010, so I'm hanging in for the long run.
I would like to hear why this is a good time to sell or hold Tribune Stock?
Eddie
Chandler Trust opposes Tribune Co. buyback
By David B. Wilkerson, MarketWatch
Last Update: 10:36 AM ET Jun 7, 2006
CHICAGO (MarketWatch) -- Board members representing Tribune Co.'s second-largest shareholder, the Chandler family trusts, have voiced their disagreement with the company's plans to buy back up to 25% of its stock.
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.
"Messrs. Chandler, Goodan and Stinehart have also advised the company that they do not share the opinions of the company" on the stock repurchase, Tribune said.
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 on 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 Co.'s shares have lost nearly half their value since early 2004. The stock was up nearly 1% at $30.25 in morning trading on Wednesday.
That Bad Boy Eddie
Sorry folks I'm on the floor laughing my ass off. Yes, I have Saturday and Sunday off and when I mentioned Saturday I was calling in sick, it was meant I would not be blogging. This gag was meant for a certain manager at work, but appears I caught the wrong person.
Anyway, I have a full schedule at home, so very little time to share this morning.
Eddie
Tribune to Sell WATL-TV, Atlanta
$180 Million Sale Supports Company's Announced Stock Repurchase Plan CHICAGO, June 5, 2006 /PRNewswire-FirstCall via COMTEX/ -- Tribune Company (
TRB) today announced the sale of WATL-TV (channel 36), Atlanta, to Gannett Co., Inc., for $180 million. The transaction will close upon regulatory approval.
"This reflects an important aspect of the stock repurchase strategy that we communicated last week," said Dennis FitzSimons, Tribune chairman and chief executive officer. "Our goal is to generate additional shareholder value through improved operating performance, asset sales and the disciplined repayment of debt over the next several years. The sale of WATL further demonstrates our commitment to delivering value for shareholders."
On May 30, Tribune announced it will acquire up to 75 million shares of the company's common stock, sell at least $500 million in assets, and reduce operating expenses by $200 million over the next two years.
"As an upcoming affiliate of MyNetworkTV, WATL has a great future under the ownership of a broadcasting leader like Gannett," said John Reardon, Tribune Broadcasting president. "Steve Carver and the entire team at WATL have built a strong station and we couldn't be more appreciative and proud of their dedication and professionalism."
Tribune acquired a minority stake in WATL in 1995 and obtained full ownership of the station in 2000 as part of its acquisition of Qwest Broadcasting. WATL, currently an affiliate of The WB Network, will join Fox Television's MyNetworkTV when the network launches Sept. 5, 2006.
TRIBUNE (
TRB) is one of the country's top media companies, operating businesses in publishing and broadcasting. It reaches more than 80 percent of U.S. households and is the only media organization with newspapers, television stations and websites in the nation's top three markets. In publishing, Tribune operates 11 leading daily newspapers including the Los Angeles Times, Chicago Tribune and Newsday, plus a wide range of targeted publications. The company's broadcasting group operates 26 television stations, Superstation WGN on national cable, Chicago's WGN-AM and the Chicago Cubs baseball team. Popular news and information websites complement Tribune's print and broadcast properties and extend the company's nationwide audience.
SOURCE Tribune Company
Tribune divestitures begin with TV station
By David B. Wilkerson, MarketWatch
Last Update: 10:22 AM ET Jun 5, 2006CHICAGO (MarketWatch) - Tribune Co., which said last week that it would pursue at least $500 million in asset sales, said it would sell its Atlanta WB affiliate to Gannett Co. for $180 million.
Tribune (
TRB) agreed to sell WATL-TV, Channel 36, in a deal that will give Gannett (
GCI) ownership of two TV stations in the Atlanta market. Gannett already owns NBC affiliate WXIA-TV. That would gives Gannett three duopolies, including Jacksonville, Fla., and one pending in Denver.
WATL will become an affiliate of MyNetworkTV in September when WB is shut down. MyNetworkTV, owned by Rupert Murdoch's News Corp. (
NWS), is a new sister network of Fox Broadcasting (
FOX) that will debut this fall.
Tribune said May 30 that it would sell at least $500 million in certain non-core broadcasting and publishing assets outside its top three markets - Chicago, Los Angeles and New York. The announcement came in conjunction with news that the company would buy back as many as 75 million of its shares.
Shares of Tribune were up 6 cents at $30 in morning trading, while Gannett was down 36 cents at $53.95.
Calling in Sick Today
Yes, I've decided to call in sick and not blog this afternoon.
Baby sitting my grandchildren this morning, and as soon as my daughter Krissy arrives home I'm off to Venice Beach for lunch. From Venice I will drive South to Redondo Beach about 2:30, hoping Urban Dread is playing today at Naja's?
I will return tonight with photo's of my travels at the beach.
Enjoying this heat.
Eddie
Late Night at the Ice House
After work last night Larry Washington, my daughters, and I returned to the Ice House, and it was a ghost town compared to last week. The main showroom had maybe twenty people in the audience, and the Annex had twenty-five guests. Our host D'Militant blamed the lack of people on a basketball game being played last night, was there a game?
It was nice to escape thought's of downsizing at the newspaper for a few hours, but here I am today wondering how many employees will be leaving. And naturally I wonder if I will be one of the ex-employees not allowed onto the Times properties in the near future?
Last Sunday a large portion of production was moved to the Olympic Facility, makes many of us wonder what the future holds for our Orange County Production Facility? I'm sure we will get the answers in the next few days.
For you long time readers you may have noticed I'm saying very little about things I disagree with in the pressroom, I'm keeping it where it belongs, in the workplace. Our pressroom supervisor's have enough to worry about, like keeping their jobs through the next layoffs and buyouts.
One thing I hope not to see is security guards walking my way, they may be in the pressroom to escort me out the door.
We cannot control what will happen, so smile if you can?
Eddie
Washington Post Says About 170 Employees Take Buyouts
06-01-06 02:17 PM ESTWASHINGTON (AP)--About 70 reporters, editors, photographers and newsroom administrators have taken early retirement offers from
Washington Post Co. (WPO) amid declining circulation at its flagship newspaper.
About 100 employees outside the newsroom, such as those in the
Washington Post's pressrooms or on the advertising staff, also took the offer, the company announced in Thursday's editions.
Staffers age 54 and older with 10 years of service were eligible to receive up to two years of full-time pay and benefits in exchange for leaving the newspaper before retirement age. Many have left The Post or will exit this week; others will stay on for a few months.
The deadline for taking the early-retirement offer was Tuesday, but those who took it have a week to change their minds.
Circulation at the
Washington Post and most daily newspapers has decreased in recent years as readers turn to television and the Internet for news.
Daily circulation at the Post peaked at 832,232 in 1993. The Post's daily circulation for the first three months of this year averaged 690,700, the company reported last month.
"Our newsroom has grown a lot over a number of years, in both size of staff and other expenses," said Post executive editor Leonard Downie Jr. "And as circulation has declined some and advertising revenue has leveled off at the moment, and we continue to have to pay higher costs for travel and those sorts of things and continue to give raises to members of our staff, we had to find some way to reduce the overall size of the newsroom."
Several other newspapers are using buyouts or layoffs to cut costs.The
New York Times Co. (NYT) is cutting 700 company-wide jobs.
Tribune Co. ( TRB), which publishes 11 newspapers including the Los Angeles Times, said last week that it would use layoffs to cut costs. Last year, Tribune newspapers eliminated 185 positions through buyouts and layoffs.
This is the Post's second round of buyouts in the past three years, the newspaper reported.
In 2003, 54 staff members age 55 and older took the offer, but many were offered contracts to work part of the year without benefits. The age was lowered to 54 this time, and fewer contracts were offered.
Dow Jones Newswires
Gannett, Tribune downgraded at Morgan Stanley
Also: Money spent on Web-based newspaper ads jumps 35% in first quarterBy David B. Wilkerson, MarketWatch
Last Update: 12:17 PM ET Jun 2, 2006
CHICAGO (MarketWatch) - Morgan Stanley analyst Lisa Monaco cut her ratings on newspaper publishers Gannett Co. and Tribune Co. Friday to equal-weight from overweight, saying she doesn't see anything near term that could lift the stocks' value.
Monaco also lowered her advertising-revenue forecasts for the newspaper industry in reaction to what she called "greater than previously expected secular pressures from the Internet" as well as the adverse effects of consolidation among advertisers.
She now sees newspaper ad revenue rising 2.1% in 2006 from 2005, compared with her previous estimate of 2.8%. She then sees increases of 2.7% in both 2007 and 2008.
At Gannett, (
GCI) the analyst said, results will probably continue to be hurt by "weakness in the U.K. and volatility at USA Today."
In the first quarter, USA Today's ad revenue fell 4.2% as paid ad pages fell to 1,020 from 1,101 in the year-earlier quarter.
Monaco says Tribune (
TRB) is troubled by "ongoing ad revenue softness" at the Los Angeles Times - which represents