The need to do so has been thrust upon me suddenly, like the quick strike of summer lightning from a nonthreatening sky. I wasn't prepared.
The editor of the section of which my column is a small and barely visible part telephoned on an otherwise uneventful afternoon to say that my column, in its present form, is ending and that I am being given a buyout.
No one asked if I wanted it. I would have said no. I would have said I'm not ready yet. My prose is strong and my mind is clear. I'm still climbing upward. There is still a summit I haven't reached, a sunrise I haven't seen.
But they didn't ask.
And so I sit in our gazebo on this gentle twilight and struggle to write a final column that says what I don't want to say, on a day that I don't want to end.
Cinelli walks up the pathway. "Are you writing the goodbye column?" she asks.
"Right."
"It makes you sad."
"Yeah. I guess."
I am suddenly adrift. Not that an uncertain future cowers me. Other possibilities with this newspaper are under discussion and, either way, I've never been afraid of a blank page. What bothers me most is the manner in which I was told to leave. It could have been better, gentler.
But then, I say to myself, watching the last rays of the sun set our garden aglow, newspaper owners have never been known for their compassion, or newspapers for their permanence.
"You have to say goodbye to so many," Cinelli says.
"I know," I say. "That's the problem."
Goodbye, teachers. Goodbye, bus drivers. Goodbye, housewives. Goodbye, cleaning ladies. Goodbye, restaurant owners. Goodbye, fellow writers. Goodbye valets and waiters and actors and dog walkers and mimes.
Goodbye, old men and little children. Goodbye, dancers and poets and lawyers and weed-pullers. Goodbye, right fielders and tree trimmers. Goodbye, cops and firemen. Goodbye to the frightened. Goodbye to the brave.
You meet a lot of people in 35 years. You watch lives begin and the young grow old. You watch old women die and losers win. You answer God only knows how many letters and respond to more telephone calls than you could ever remember. Questions, answers, comments, shouts, whispers.
And then there's e-mail.
Never have readers been able to react so quickly to a journalist's point of view. Praise comes flying out of cyberspace like the blast of a bugle, and rage like the thunder of drums. Critics rarely back off. Fans rarely abandon you.
I answer one by one, patient with most, respectful to all, in my way.
Goodbye, goodbye, goodbye.
"Well," Cinelli says, "at least you'll have more time to, well — "
"To what? Pump iron? Crochet? Bird-watch? I write. That's what I do."
She nods and says, "Yes. I know." Then, suddenly, "Can I fix you a martini?"
I look at her like she has suddenly gone mad. She has never before asked to fix me a martini. She has said, "Do you have to have a martini?" and "Please don't have a martini" and "Damned martinis," but never, "Would you like me to fix you a martini?"
I am a little stunned, the way I was when told that my career was over. "No," I say. "I think I'll skip the martini. For now." I hedge my bet in case I decide later that a martini would not be half bad when I finish this column. I rarely drink and write. When I do, I come off like an odd fusion of Dylan Thomas and James Joyce.
I'm running out of space.
Cinelli kisses me and goes back into the house. There are some trails one must walk alone. Although I do so today, I am aware that others occupy the same forest — those, who like me, are bidding newspapering farewell; some happy to do so, others facing a void in their lives they will never be able to fill.
How do I say goodbye?
Dusk reaches out in a warm embrace. Only vague shards of sunlight remain among the trees and bushes in Cinelli's garden, like Malibu lights emerging to greet the coming night.
It's time to go. I've decided that the best way to say goodbye is to say thank you for the pleasure of your company all these years. I never took you for granted. I never gave you less than my abilities allowed.
The day is over. I close my laptop. I walk to the house. It's too dark to write anymore. Maybe it's better that way.
CHICAGO, May 31, 2007 –- Tribune Company (NYSE: TRB) today announced the final results of its tender offer which expired at 5:00 p.m., NewYork time, on Thursday, May 24, 2007. Tribune has accepted for payment 126,000,000 of the 218,132,108 shares tendered in the tender offer, at a price of $34.00 per share. The shares tendered represent approximately 90 percent of shares outstanding, and the shares that Tribune will repurchase represent approximately 52 percent of shares outstanding. Following the repurchase, Tribune will have approximately 117,000,000 shares of common stock outstanding.
Because more than 126,000,000 shares were tendered in the tenderoffer, proration of tendered shares, except for “odd lots” (lots heldby owners of less than 100 shares), was required. Based on the number of shares tendered, the company will apply a proration factor of0.5771140650. The proration factor is based on the ratio of126,000,000 shares (the total number of shares to be repurchased) to the total number of shares properly tendered and not properly withdrawn by all shareholders, other than “odd lot” holders.
The company will commence payment for shares purchased in the tenderoffer promptly and in any event no later than June 5, 2007. Payment for shares purchased will be made in cash, without interest. The company will promptly return shares that it does not purchase to the tendering stockholders at the company’s expense.
“We are pleased with the results of the tender offer and its successful conclusion,” said Dennis FitzSimons, Tribune chairman, president and chief executive officer. “The first stage of our transaction that will result in Tribune Company going private is now complete. We look forward to obtaining the necessary approvals for the next stage of the transaction and to completing the transition to a private company.”
Merrill Lynch & Co., Citigroup Global Markets Inc., J.P. MorganSecurities Inc. and Banc of America Securities LLC served as Co-Dealer Managers for the tender offer. Innisfree M&A Incorporated served as Information Agent and Computershare Trust Company, N.A. served as the Depositary. Any questions about the tender offer may be directed to Innisfree M&A at 501 Madison Avenue, New York, NY 10022, telephone(877) 825-8621 (banker and brokerage firms call collect (212)750-5833).
To view the full press release on the Internet, go to: Tribune Online
In his memo today to LAT staff, publisher David Hiller wrote "We eliminated approximately 170 positions, mostly through the voluntary buyouts; we are planning to hire back approximately 50 positions in the core paper to strengthen talent in multi-media, local coverage, marketing and sales. In addition, we will be adding likely more than 30 additional staff in interactive before the end of the year."
Wait. Fifty-seven hard-working, content-providing journalists are out of a job! Were any of the folks (we've heard were) "encouraged" to leave the paper offered opportunities under the new LAT plan? A plan outlined in the April 23 buyout announcement and described again in more detail in today's memo, that surely was in the can early on.
It won't be lost on many readers and observers (example here) that the changes LAT upper management hopes now to achieve will have been at the expense of staff who have dedicated years of talent and service to the paper, their community and the journalism industry. Neither will it be lost on most that it is their contributions which have produced the profits now lining the pockets of upper Tribune management types.
Hiller writes that everyone has to be involved in how change happens and should be "invested with a sense of urgency", but how much involvement will the remaining journalists really have in the forward direction of the paper and it's web site? The staff is invited to "think about what you can do; talk to your manager and colleagues about it" and "Let me hear from you if you have ideas you want to share", but will workers' concerns about corporate profits being put before public interests also be considered?
"We are a living, changing organization and this [is] all part of how we adapt", wrote Hiller at the end of his memo.
A living, changing organization adapts best when it's workers — the ones making the biggest and most valuable contribution to the success of the changed organization — are truly included in the process. Regrettably, that can only happen when workers speak with one voice.
I want to bring you up to date on change underway at The Times, what to look for next, and what you can do.
First, evidence mounts every day of the big, pressing need to change our business. The old model is broken, and it’s showing in our financial performance. Revenue in April was down nearly 9%, and May will be down about the same. Cash flow is down even more, with April 34% below last year – leaving us with a cash flow margin in the low teens. We are not alone, and are doing better than some – there are large metro papers that are losing money and some not much better than breaking even. The urgency of our situation is heightened by the Zell/ESOP transaction. The future value of the company - and the ESOP - depends upon our cash flow results to pay down the debt and invest for growth. If anybody has any doubt about the need to change our business to stay successful, please let me know.
So, how are we going to change? We are mobilizing on multiple fronts:
We are adding technology and online product development resources. A little later today, we are announcing that Scott Sullivan has joined latimes.com as chief technology officer and will be building the teams to speed our development and rollout of new interactive products in the second half of 2007 and 2008. High on the priority list will be new local entertainment and listings products, building off the current calendarlive.com offering. We’ve also made initial investments in the camera and editing equipment necessary for our developing video strategy and continue to address our multimedia editorial training and staffing needs.
Project Reinvent is well underway with its mission of re-conceiving the core print paper “from scratch”, true to our journalistic mission and focused sharply on what readers need and want from a print newspaper today. This cross-company team is looking at everything, including how we organize ourselves and the paper, local coverage, story selection, length, presentation, you name it. We’re getting their full report in the next 30 days and will take action right away.
Speaking of local, we are actively working ways of increasing local revenue, including options for better zoning both ads and editorial content, and expanding the reach of Times Community Newspapers.
Hoy is showing strong growth in the Spanish-speaking part of our community, and looking at expanding its Fin de Semana weekend product.
There is also lot of value if we can put more papers through our plants and distribution systems and we are looking at ways to innovate in operations and distribution - likely in collaboration with other newspapers in SoCal.
The recent EVSP program was a difficult but important part of how we are changing – reducing expenses in the core and investing for growth. As part of this, we are both eliminating some positions and adding back some positions. We eliminated approximately 170 positions, mostly through the voluntary buyouts; we are planning to hire back approximately 50 positions in the core paper to strengthen talent in multi-media, local coverage, marketing and sales. In addition, we will be adding likely more than 30 additional staff in interactive before the end of the year. We are a living, changing organization and this all part of how we adapt.
In summation, here are the headlines and I hope they are familiar: Re-tool everything to be fully multimedia Grow online faster - integrate with print Re-invent the core newspaper to better serve our local audience and reflect how readers live, and use print today Offer more products for more audience segments, like Hoy for the Spanish-speaking SoCal community Invest and re-allocate resources for growth Get all at The Times engaged and fired-up about where we are going
With all of these change initiatives underway, being really good at execution is more important than ever. To help us with that, we are naming Elisa Nye to a newly created position of Director/Project Management to help us make sure our actions are well aligned with our priorities and being effectively accomplished.
You also saw Dennis FitzSimons’ organization announcement Tuesday, designed to make our whole Tribune organization more focused, with Scott Smith spending more of his time on the Chicago Tribune, and me and several others reporting directly to Dennis. Dennis is coming out here today to talk about our change initiatives and also discuss similar efforts under way all across Tribune. John O’Loughlin and Russ Stanton are representing us on the Tribune-wide team helping lead these efforts.
Every one of us has to be involved in how we change for the future and invested with a sense of urgency. Many of you already are, but all of us have to be. Every idea for new revenue, every way to do our jobs more effectively, every time we serve a customer better, it all adds up. Think about what you can do; talk to your manager and colleagues about it. Let me hear from you if you have ideas you want to share.
We – and all of our readers, users and advertisers – are in this together.
"The time that all of us dreamed of it is finally here for two of the best pressmen I've known. John Garay with 35 years of service and Mark Crawford with 31.These are times that we realize how fast time goes by, times when we realize that over the years we spent and shared moments that made us laughed, got together for family picnics, shared a beer or two. We may not agreed about everything at work, but it was fun and those memories will be with us forever...Congratulations guys, best of luck. You earned it."
Blood Letting Continues at Los Angeles Times
At last night’s festival, in honor of John Garay, our human resources representatives were absent, after emailing they would be at the event. I have received word that Alma Perez was the latest victim of downsizing at the Los Angeles Times, and was let go yesterday. Let’s hope this is but a bad rumor at Olympic, and not the truth.
Many Los Angeles Times employees are concerned that today will be their last day at the newspaper. If familiar faces are missing in the workplace tomorrow, we will assume the worst, they have left the company.
Events like this drags employee moral to new lows, which also makes the workers remaining at the newspaper wonder how much longer before they come after me?
UPDATE: Alma Perez is still with the newspaper, she attended a get together for two other human resources employees that have left the company last night.
First, we want to congratulate the UAW local for fighting for its members at The Stamford Advocate.
Second, we don't for a minute think the union is to blame for the failure of Tribune to close the sale of the those 2 papers.
Maybe the deal started to unravel when Gannett demanded that Stamford Advocate newsroom staff reapply for their jobs in violation of the union contract.
Then after a judge upheld an arbitrator's decision requiring the employees' collective bargaining agreement be included in the Tribune/Gannett deal, Gannett sought to revise language of the sale agreement that would "compensate for the union contract", according to a Gannett spokesperson.
Could an agreement covering 34 newsroom staff derail the deal? We doubt it. "We have a very modest contract, nothing that Gannett couldn't handle," Maida Rosenstein, UAW Local 2110 told Greenwich Time.
So here's the thing: Like Tribune, Gannett is a union employer. It has bought Guild-covered properties in the past, like the Indianapolis Star-News and The Sheboygan Press (Wisconsin) and assumed the union contracts.
So what really happened to the deal in Connecticut? Why did Gannett go to such an extreme to haggle out a deal that would "compensate" it for a union's representation at one of the papers?
Blaming the union would be just too convenient. Could it be that the deal fell through because the amount Gannett agreed to pay didn't look so good months after they originally made the $73M deal?
Scuttlebutt has it that Al Martinez will be on KPCC sometime this Friday to discuss his unceremonious ending at the LA Times. Not sure what time, but check their website that day.
And Then They Swam Back To The Sea The whales returned to the Ocean today. It was a very long journey for them, and at times none of us thought they'd make it. Scientists said they've had no sightings of the whales today, and believe the two have gone under the Golden Gate Bridge and are on their way back north. God Speed, Mama and Baby Whale.
We hear a lot of noise about editorial employees of the newspaper leaving, and almost nothing about the other workers leaving the newspaper through the buyouts. Here's the list of non-editorial employees leaving the Los Angeles Times this Thursday, with several hundred years of service.
Glenn Bocatija
Colette Chaffee
Russ Christensen
Carlotta Clementin
Alicia Collins
Leslie Cox
Mark Crawford
Frank Cruz
Paula Ferrini
John Garay
Ken Graupmann
Leonora Gutierrez
Michael Harnish
Lin Lam
Sean McCartan
Finch McGee
Ronald Morgan
David Puopolo
Steven Rodriquez
Fred Schabowski
We wish them well and they will be missed by all of us.
One significant omission in L.A. Times "editor" James O'Shea's latest memo to the Times staff, as a friend noted to me today, was any promise that the latest destructive buyout will be the last.
Already, there are rumors of another buyout in December.
Easy-Writer: Kanani: Over on The Writerly Pause An interview with writer Annie Proulx by Charlie Rose as well as the result of our Fantasy Island Writer's Happy Hour. Watch the interview by going here, scrolling down our side bar and clicking on the videobar.
Great Weather for a Picnic
I'm leaving for Elyian Park in a few minutes, the weather is just perfect for a day outside. Regular posting will resume Monday night, until then have a great holiday everyone.
The picnic is open for anyone that would like to attend, just jump over to BlogDowntown for details and a map of where we are, starts at 2:00 p.m.
Good To Be Home
It's been quite a week, and I'm happy to be home. It's tough living out of a suitcase.
However, I would recommend a visit to New Orleans for anyone who enjoy good music, carriage rides, luscious drinks and Cajun food! I enjoyed it so much that I missed my flight out this afternoon! Luckily, I was able to get on a later flight and returned home several hours later than anticipated. But at least I was able to return home on the same day and not have to sleep at the airport in Houston until tomorrow. WHEW!
Now, I'm tired but have two days to rest before work on Tuesday.
Here's wishing everyone a Happy and Safe Memorial Day.
Happy Memorial Day Weekend
I hope everyone is having a good Memorial Day weekend. This year finds us at home for the most part. I say that because my youngest daughter, Nikki, plays softball and made the All Star team this year. This means that for the next few weeks, we'll be watching softball tournaments in various locations. This weekend's tournament is in Norco. I've never been to Norco before and was quite surprised to find out that the park the girls are playing in is directly across the street from a prison. Somehow, I couldn't stop looking at the buildings and barbed-wire fence and wondering about what goes on there.
The other event this weekend was my Aunt Avelina's 80th birthday party. There were originally 4 children in my mother's family. Now only my mother and her sister are left. It was wonderful being with all my relatives again. My Aunt Silvia remarked to me that she was so glad to see everyone at a birthday party instead of a funeral. Sadly, it is true that we seem to gather only after someone has died.
Whatever you do, please have a safe weekend. Don't drink and drive, and remember to say a prayer for our troops currently serving in various parts of the world. God bless everyone and stay safe.
Rumor Central: Ya heard it here first..."Our editors concluded it was time for a change of direction in our lineup of columnists." -The Management The Pressmen are proud to introduce the NEWEST columnist at the LA TIMES. Popular with that certain non-reading demographic, multicultural appeal, cross-generational, and tremendous "X" factor!
For The Weekend
Only because it's so much better than reading all the memos. Here's more Lemonette , the sane alternative to the Tribune.
Note: Ed will start automoblogging next weekend. However, the camera will be on the passenger. If he offers you a ride, just make sure your shirt isn't on inside out.
"There's the mirror, there's the camera, there's the fuzzy dice, there's Ed".
And here's my favorite Crab Dip --I found it on Cooks.com after a losing the original one clipped from a newspaper twenty years ago! I'm having a party this weekend. This is high in calories and cholesterol. You will need to work out prior to and after.
CRAB, CLAM OR SHRIMP MOLDED DIP 2 cans crab, drained and flaked 1 sm. pkg. Knox gelatin, unflavored 1/4 c. cold water 1 can undiluted cream of mushroom soup or cream of celery 1 c. mayonnaise 1 lg. pkg. cream cheese 1 tbsp. Worcestershire sauce 1 tbsp. onion juice 1/4 to 1/2 c. finely chopped celery 1/4 c finely diced red onion 1 tsp. dried or fresh dill Juice of 1 sm. lemon
Dissolve gelatin in cold water. Heat undiluted soup to boiling; add gelatin and chill until thick. While waiting mix all other ingredients together except seafood. Add to gelatin soup mixture, then add seafood. Chill in mold until firm. Turn out mold on lettuce or surround with sprigs of parsley. Serve with potato chips and/or crackers as a spread or dip. Make this a day before. Keeps well.
Sick of the "official line"So here is the line from "Someone At The Times" in regards to Al's departure.
"My understanding is he volunteered for it. A pretty good payday, I heard, especially for a 77-year-old who would have been put out to pasture a long time ago in most other professions." (well, except for this profession, which has traditionally valued the skills and opinions of people like.... Walter Cronkite, David Halberstam, Jack Smith, Jim Murray, Pauline Kael, Journos Emeritus, if you please.)
Quite frankly, I think "volunteering" is a long stretch. It's sort of like me telling my kid, "clean your room or they'll be no TV tonite." He'll do it, but he didn't want to. From what we've heard straight from the lion's mouth is that he really didn't want to quit, had no intention of ever stopping his biweekly column. And in our meeting with him last month, he intended to finish out his career here.
I think Bill Boyarski has the best point of view in his article, "Dumping Al."
Message from Jay W. Scott - HR Sr. ManagerFrom: Scott, Jay Sent: Friday, May 25, 2007 10:38 AM To: zzAll LATimes Employees Subject: Food Services Update - Operating Schedule
Colleagues,
As you are aware, we are making some changes to our food service operation. We are excited to welcome our new vendor, CulinArt, effective June 4, 2007.
Please refer to my email of May 3, 2007 for more information but here is some important information in regard to the operating schedule for the next week and some information on this weekend’s Spring Street Café operating schedule.
Gallery
Closes on Friday, May 25, with catering continuing through Thursday, May 31
Spring Street Café
Memorial Day Weekend operating hours: 12 noon to 6pm, Friday, Saturday & Sunday
Closed from Thursday, May 31 at 2pm through the weekend
Reopens Monday, June 4 at 7am
Olympic and Orange County Cafés
Closed from 2pm Wednesday, May 30 through the weekend
Reopening Monday, June 4 at 7am
Catering trucks will be available during certain times, additional information to follow
Vending machines
Changing them out starting next week
New machines in and available Monday, June 4
Since the cafés will be closed and vending machines limited for a long weekend in order to transition to CulinArt, please make other arrangements for your dining needs during this time. We apologize for any inconvenience. We are eagerly anticipating the re-opening of the cafés on Monday, June 4, so please come and check them out.
Thanks,
Jay W. Scott Sr. Human Resources Manager Compensation/HRIS/Employee Services Los Angeles Times
Message from Dennis FitzSimons - CEO TribuneFrom: Dennis FitzSimons Sent: Friday, May 25, 2007 9:09 AM Subject:
Dear Fellow Employee:
It’s been a busy few weeks. Sandwiched around our annual shareholders’ meeting, I met with employees at Newsday, Chicago Tribune, WGN Radio and TV, the Los Angeles Times and KTLA, and with all of our TV general managers at the CW fall preview meeting for advertisers last week in New York. Scott Smith held meetings at our newspapers in Florida and at Newsday. In addition, John Reardon and John Vitanovic have so far visited 11 of our television stations.
At each meeting we discussed the ESOP/Zell transaction and fielded questions from employees. It was quite apparent that some misperceptions are still out there, so I want to take this opportunity to clarify a couple of issues more broadly.
· Sam Zell is acquiring Tribune Company.
Many people seem to think that Sam Zell has already acquired or will acquire Tribune Company later this year—that is not accurate. What is accurate is that Sam will sponsor, through his investment in Tribune, a going-private transaction. When the transaction closes, expected in the fourth quarter of 2007, Tribune will be owned entirely by an Employee Stock Ownership Plan (ESOP). The ESOP will own 56.5 million shares of Tribune stock, which will be 100 percent of the outstanding shares at that time.
Last month, Sam made an initial investment of $250 million in Tribune. Upon closing, his investment will increase to $315 million and he’ll become chairman of Tribune’s board of directors. I will remain as CEO and as a director. Following the close, Sam also will hold a warrant to acquire 40 percent of Tribune’s common stock at any time within the next 15 years.
Full details about Tribune’s ownership structure are posted on the employee information website, available through TribLink and http://tribuneathome.com.
· The role of the ESOP Trustee.
During every stage of the transaction announced on April 2, employees were represented in the negotiations by GreatBanc Trust Company, one of the most experienced ESOP trustees in the country. GreatBanc acts as the ESOP Trustee for major U.S. corporations, including ABN/AMRO/LaSalle, Citigroup, Hartmarx, Rite Aid, Sherwin-Williams, Provident Bank and Wells Fargo & Company.
On behalf of the new Tribune ESOP and its participants, GreatBanc negotiated for and acquired its shares of Tribune stock at $28, which compares favorably to the $34 price paid by Sam Zell to purchase his shares.
As the ESOP trustee, GreatBanc will vote all Tribune shares owned by the ESOP on all matters submitted to a shareholder vote, such as the annual election of directors and ratification of the company’s auditor. GreatBanc will not sit on the board, which is consistent with the role of trustees at other ESOP-owned corporations.
In the event of a future merger or sale of all or substantially all of the company’s assets, employees will direct the ESOP trustee on how to vote the shares which have been allocated to their ESOP accounts.
If you have additional questions on this or other topics, I again encourage you to visit the employee information website. If your question is not addressed there, use the “Ask a Question” feature on the website and you’ll receive a prompt response.
Later this year you will receive additional communication about our new benefit plans, including the ESOP. Please remember that the first allocation to employees from both the cash balance plan and the ESOP will be made in January 2009 for the 2008 calendar year.
Today we announced the preliminary results of our stock tender offer that closed yesterday. Our press release with full details is available on TribLink and www.tribune.com, and we’ll issue another release with final results next week. The tender was clearly successful, and we’re now very close to completing the first stage of our going-private transaction.
As you know, regulatory approval will be one of the final steps in the process. On that front we received some good news last Friday when a bipartisan group of 14 members of Illinois’ congressional delegation wrote to FCC Chairman Kevin Martin, urging him to act quickly on issues related to our transaction.
In the meantime, it’s important that we focus on business. Right now the revenue situation at both our newspapers and television stations is difficult. Interactive growth is good but not enough to make up for the decline in print. We expect trends to improve in the second half of the year, especially in the television group. Having seen recent presentations for the CW network’s fall line-up last week, we are optimistic. Along with the debut of “Family Guy” and “Two-and-a-Half Men” on many of our stations, the fall TV season looks promising.
Finally, a quick word about the “legal language” included below – it is a necessary inclusion at this time due to the upcoming shareholder meeting on the ESOP/Zell transaction.
Thanks for all you’re doing as we look forward to an important new chapter in Tribune’s history.
Sincerely, Dennis
Important Additional Information Regarding the Merger and the Tender Offer will be filed with the SEC
In connection with the proposed merger transaction, Tribune Company will file a proxy statement and other documents with the Securities and Exchange Commission (the “SEC”). BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED MERGER TRANSACTION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by Tribune with the SEC at the SEC’s website at http://www.sec.gov. The definitive proxy statement and other relevant documents may also be obtained free of charge on Tribune’s website at www.tribune.com or by directing a request to Tribune Company, 435 North Michigan Avenue, Chicago, IL 60611, Attention: Investor Relations.
You may also read and copy any reports, statements and other information filed by Tribune with the SEC at the SEC public reference room at 450 Fifth Street, N.W. Room 1200, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
Tribune Company and its directors and executive officers may be deemed to be “participants” in the solicitation of proxies from the shareholders of Tribune in connection with the proposed merger transaction. Information about Tribune and its directors and executive officers and their ownership of Tribune common stock is set forth in the accompanying proxy statement for Tribune’s 2007 Annual Meeting of Shareholders. Shareholders and investors may obtain additional information regarding the interests of Tribune Company and its directors and executive officers in the merger transaction, which may be different than those of Tribune’s shareholders generally, by reading the proxy statement and other relevant documents regarding the merger transaction, which will be filed with the SEC.
This document is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of Tribune’s common stock. The solicitation of offers to buy Tribune’s common stock is being made pursuant to the offer to purchase and related materials that the company has sent to its shareholders. Shareholders should read those materials carefully because they contain important information, including the various terms and conditions of the offer. Shareholders can obtain copies of the offer to purchase and related materials filed by Tribune Company as part of the statement on Schedule TO with the SEC on April 25, 2007, as amended, through the SEC’s internet address at http://www.sec.gov without charge. Shareholders can also obtain copies of the offer to purchase and related materials, filed with the SEC (excluding exhibits), without charge from the company or by written or oral request directed to Innisfree M&A Incorporated, 501 Madison Avenue, New York, New York 10022, telephone number 1 (877) 825-8621 (banks and brokerage firms call collect (212) 750-5833).
Forward-Looking Statements
This document 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. You can identify these and other forward looking statements by the use of such words as “will,” “expect,” “plans,” “believes,” “estimates,” “intend,” “continue,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Actual results could differ materially from the expectations expressed in these statements. Factors that could cause actual results to differ include risks related to the transactions being consummated; the risk that required regulatory approvals or financing might not be obtained in a timely manner, without conditions, or at all; the impact of the substantial indebtedness incurred to finance the consummation of the tender offer and the merger; the ability to satisfy all closing conditions in the definitive agreements; difficulties in retaining employees as a result of the merger agreement; risks of unforeseen material adverse changes to our business or operations; risks that the proposed transaction disrupts current plans, operations, and business growth initiatives; the risk associated with the outcome of any legal proceedings that may be instituted against Tribune and others following announcement of the merger agreement; and other factors described in Tribune’s publicly available reports filed with the SEC, including the most current annual 10-K report and quarterly 10-Q report, which contain a discussion of various factors that may affect Tribune’s business or financial results. These factors, including also the ability to complete the tender offer or the merger, could cause actual future performance to differ materially from current expectations. Tribune is not responsible for updating the information contained in this document beyond the published date, or for changes made to this document by wire services or Internet service providers. Tribune’s next quarterly 10-Q report to be filed with the SEC may contain updates to the information included in this document.
"For the longest time has bothered me the spread of rumors and how stories change from mouth to mouth, then it occurred to me volunteer to redesign and existing site that is meant to help clear some of the rumors and talk about facts and find ways to make our job easier and enjoyable."
[snip]
"Remember is not about taking sides anymore, is about working together and helping each other."
It's the same with Al Martinez. He has a fan base too. He represents the Times when it was a great paper. Whether you want to think of it as a point of civic pride or just nostalgia, people like me keep our subscription even though it's painful to see this paper being treated as though it were an entrant in a demolition derby.
Frankly I can't believe that getting rid of a biweekly columnist like Al is going to make a huge dent in their bottom line. No, he got swept in with some quota that said, "X number of jobs must go." And so I think with moves like this, it becomes apparent that the paper is entrenched in the same track as the rest of society: more information, but far less critical thinking.
Tribune Announces Preliminary Results of Tender Offer
CHICAGO, May 25, 2007 –- Tribune Company (NYSE: TRB) today announced the preliminary results of its stock tender offer which expired at 5:00 p.m., New York City time, on Thursday, May 24, 2007. Based on the preliminary count by the depositary for the tender offer, approximately 224 million shares were tendered by shareholders, representing approximately 92 percent of the shares outstanding.
The tender offer to repurchase up to 126,000,000 shares of the company’s common stock for $34.00 per share was made pursuant to the previously disclosed merger agreement among Tribune, the Tribune Employee Stock Ownership Plan (ESOP), the ESOP’s merger subsidiary and an affiliate of Sam Zell.
Because more than 126,000,000 shares were tendered, the company will purchase shares on a pro rata basis. “Odd lots”—stock holdings of less than 100 shares—will not be prorated. The proration of shares will be based on the ratio of the number of shares properly tendered and not properly withdrawn by a shareholder to the total number of shares properly tendered and not properly withdrawn by all shareholders, other than “odd lot” holders.
The number of shares tendered is preliminary and subject to verification by the depositary. The Company will commence payment for shares purchased in the tender offer promptly upon determination of the final proration factor and in any event no later than June 5, 2007. Payment for shares purchased will be made in cash, without interest.
Merrill Lynch & Co., Citigroup Global Markets Inc., J.P. MorganSecurities Inc. and Banc of America Securities LLC served as Co-Dealer Managers for the tender offer. Innisfree M&A Incorporated served as Information Agent and Computershare Trust Company, N.A. served as the Depositary. Any questions about the tender offer may be directed to Innisfree M&A at 501 Madison Avenue, New York, NY 10022, telephone 877/825-8621 (banker and brokerage firms call collect 212/750-5833).
According to editor Jim O'Shea in a memo to the staff today "some highly talented people are leaving the staff and I hate to see them go. No one enjoys going through something like this, least of all me. This is a time of wrenching change at our paper ..."
In the same memo: "In the editorial department, 57 members of the staff will be leaving the paper ... We will replace a significant number of people, though, to offset the decline."
Those who left under their own volition might look at the severance package as a gift. It is not.
It is money earned over the years for contributing to the greatness of the Los Angeles Times. For those who were pushed out — or whose jobs were eliminated: it's a shame no effort was made to keep those hard-working and talented employees.
At the end of the day, the LAT severance package falls far short of how loyal employees should be treated. Indeed, it remains to be seen if the new replacements will be hired because they are highly talented or just another poorly disguised corporate move to pay lower salaries.
Valuable Offer from our Client -- Just TiresFrom: Caryl, Jeffrey Sent: Thursday, May 24, 2007 1:39 PM To: zzAll LATimes Employees Subject: FW: Valuable Offer from our Client -- Just Tires
Here's a great deal from one of our clients - Just Tires. they're offering LAT employees their "employee discount" on all new tire purchases through Monday, May 28th. Although no coupon is necessary, it would be nice to print this out and let them know that you're from the Los Angeles Times.
Our mutual client, Just Tires, is offering Employee Pricing to the public this weekend, and they have asked that we help spread the message with good, old fashioned "word-of-mouth!" This is a great deal to share with your co-workers, friends and family members. Also if you have the ability to share this with your station's "loyal listeners" or your papers "opt-in" readers, please do because it is a great offer! No coupon is necessary, just go to one of the Just Tires locations in the area 5/24-5/28 and you will receive Employee Pricing!
If you, your family or friends are looking to buy tires, this is the weekend to shop at Just Tires. All through Memorial Day weekend, Thursday, May 24 through Monday, May 28, you can get employee prices at Just Tires locations. That means you get the employee discount on all Goodyear and Dunlop tires. There are also some great mail-in rebate offers on both Goodyear and Dunlop tires this weekend. Details and locations are available at www.justtires.com.
Prayer Request for Former Pressman John Bragg
The following email arrived from Richard L Renchard today.
"Emmitt Jamie, Gus Carrion, Mark Agnew, And myself visited John Bragg at Kaiser Hospital in Anaheim yesterday the 23rd. For your information John has been diagnosed with Acute Leukemia. He is very seriously ill. I would like for you to send everone on your list this info. John needs our prayers for his complete recovery. It is my hope that everyone who knows John will pray for him."
I will post updates with the address of the hospital as soon as I have further information.
Today the Los Angeles Times completed a voluntary and involuntary employee separation program. The vast majority of people leaving the newspaper will depart voluntarily over the next few weeks. The total also included a very small number of involuntary departures. Everyone who will be leaving has been notified. All will receive a generous separation package that includes salary continuation and outplacement assistance.
In the editorial department, 57 members of the staff will be leaving the paper, not including a few editorial assistants whose positions are being converted to part time jobs in reorganization. We will replace a significant number of people, though, to offset the decline. We are also examining our polling operation to determine if reorganization could increase revenues while achieving further savings. We expect to complete this examination in the next couple of months.
Some highly talented people are leaving the staff and I hate to see them go. No one enjoys going through something like this, least of all me. This is a time of wrenching change at our paper and in our industry. I wish those leaving all the best. I pledge to do anything I can to help them with their futures.
Now it is time to move forward and meet the huge challenges ahead. Even after this reduction, we have a strong, large and talented staff eager to tackle the industry-wide problems that have made staff adjustments an unfortunate reality in nearly every paper in the nation.
We must move on and convert our staff into a vibrant multi-media organization that breaks news on the web and explains and analyzes it in our newspaper. These moves are well underway and will bring us success. I refuse to believe the headlines that the future of news organizations is bleak. We face a dim future only if we refuse to change and do something about it. Hundreds of committed, excellent journalists remain on our staff, producing stellar news and cultural coverage. The Los Angeles Times will remain a full-service newspaper providing the best and most sophisticated coverage of the city, the region, the state, the nation and the world.
I will be meeting with individual departments over the coming weeks to answer questions and solicit ideas about how we can make the Los Angeles Times and latimes.com an even better operation. We must show the world that, as our circulation stabilizes, we are growing rapidly on-line and our overall readership is rising, despite the industry's problems. I truly believe the news and headlines will get better in the coming weeks and months.
Creativity, flexibility, innovation, great storytelling and smart editing will mark the road to our future. We are journalists and we must sustain and grow our ability to explain Southern California and the world beyond to the people living in this dynamic and vast region. Great journalism in print and on-line will continue to be our legacy. We must seize the future; it is within our grasp.
I look forward to working with all of you to secure a great future.
When we were at Al's he said, "I write whatever I want to write about." And of course, he could be trusted to do this. His career has spanned over fifty years, starting at the Oakland Tribune with an editor named Al Reck. He's worked every desk --from local news, national and international affairs. He garnered a Pulitzer along the way, helped multitudes of readers understand the intricacies of what was going on around them, and he helped at least one kid from the farmlands and rivers of the delta love good writing.
So he had the chops, this was a reporter who could be trusted with a biweekly column to "write about whatever he wanted."
It seems that with all the cutbacks, hard lines are being taken. If they can get it off the wire, then go ahead, cut that reporter. The weirdest example is the reporter outsourcing of city council and school board meetings to India by a Pasadena paper. Now school principals will be known as Headmasters, and for sure, children will be taken to school in putt-putts and pedi-cabs. We also know that if there's not an apparent tie-in with the selling of advertisements, such as fluff interviews with celebrities in the Calendar, then it can be cut too.
This is in contrast to the late Jack Smith in his final years. It was a long hard slog to read about his health problems. But each day he'd get up and pound out words. If you don't know, I will tell you now: stringing words together is what keeps a writer alive. Though the Times could've booted him out, they didn't. They kept Jack on staff, after all he was a part of the institution.
They also knew this: Jack Smith had fans. People who subscribed to the paper out of loyalty, not only for him, but because the LA Times stood as a point of civic pride. There were people who got the paper and the first thing they did was look for Jack's column.
It's the same with Al Martinez. He has a fan base too. He represents the Times when it was a great paper. Whether you want to think of it as a point of civic pride or just nostalgia, people like me keep our subscription even though it's painful to see this paper being treated as though it were an entrant in a demolition derby.
Frankly I can't believe that getting rid of a biweekly columnist like Al is going to make a huge dent in their bottom line. No, he got swept in with some quota that said, "X number of jobs must go." And so I think with moves like this, it becomes apparent that the paper is entrenched in the same track as the rest of society: more information, but far less critical thinking.
So who is next? Dana Parsons? Steve Lopez? Chris Erskine? Maybe they're too much to pay as well. Maybe they're going to make the trek up to the Flathead Beacon and do fishing reports, snow tire comparisons, nature stories and yeah --hard news. At least they'd know the bottom line are two wealthy off-beat journalists named Maury and Connie. As opposed to Sam Zell, who is simply wealthy.
Now that I know I'll never be selected to be designated to take over Al's column (and I'd of done a good job), maybe I'll start learning about fish.
Buyouts are layoffs with money thrown in to make the exit out the door a little less painful. Where the staff is represented by the Guild, both are subject to negotiations with the union to ensure the reduction in force is carried out fairly if layoff alternatives can't be achieved.
Following a lengthy negotiating session yesterday at the San Francisco Chronicle over the terms of buyouts there, union negotiators obtained assurances that no one will be coerced or forced into accepting a buyout.
Martinez, in the newspaper business since 1952, will have his last column in the Times June 1.
He has long been one of the most popular Times columnists. In his 70s, he continues to have legions of admirers. He will certainly be missed.
A vile plot continues to be mounted at the Chicago headquarters of the Tribune Co. to denigrate the Times as a newspaper, to slam California and to treat Los Angeles as it is were a smaller city than Chicago. For shame! These cursed sons-of-bitches can't hold a candle to the quality of the career of Al Martinez or so many other Times men and women forced into the buyout.
Thursday Morning News
David Hiller publisher of the Los Angeles Times with Robert Bagwell, who plans to celebrate sixty years at the Times on August 4th, 2007. Bob had a change of heart and decided not to take the buyout this year. Mr. Bagwell started his Times career in the pressroom in 1947 and now works in Edition Planning.