TRIBUNE CO

election_required = True...100 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price prior to the Expiration Time and you complete the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guarantee Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Once I have tendered shares in the Tender Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 12:00 midnight, New York City time...

expiry = 2006-06-26...on Stock (including the Associated Preferred Share Purchase Rights) at a Purchase Price Not Greater Than $32.50 nor Less Than $28.00 Per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 26, 2006, UNLESS THE TENDER OFFER IS EXTENDED. Tribune Company, a Delaware corporation (the "Company," "we," or "us"), is offering to purchase up to 53 million shares of its common stock, par value $0.01 per share (the "common stock"), including th...

listed = True...ill be deemed an ongoing right that may be asserted at any time and from time to time prior to the Expiration Time. Any determination by us concerning the events described above will be final and binding on all parties. 8. Price Range of the Shares The shares are traded on the NYSE under the symbol "TRB". The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by the NYSE based on published financial sources. High Low Year Ending December 31, 2006: First Quarter $ 31.84 $ 27.79 Second Quarter (through May 26, 2006) $ 29.99 $ 27.09 Year Ended December 25...

mechanism = DUTCH...find a more complete discussion where helpful. Who is offering to purchase my shares? Tribune Company What will the purchase price for the shares be and what will be the form of payment? We are conducting the Tender Offer through a procedure commonly called a modified "Dutch Auction." This procedure allows you to select the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Tender Offer is $28.00 to $32.50 per share. After the Tender Offer expires, we will look at the prices chosen by stockholders for all of the shares properly ten...

mechanism = DUTCH...ll remain in the Tribune Stock Fund and the hold will be removed, allowing for future transactions and transfers. Q5.How much will be paid for shares of Tribune Company common stock that I elect to tender? The "purchase price" will be determined by means of a modified "Dutch Auction." You elect what percentage of shares you would like to tender and at what price(s) between $28 and $32.50. A "purchase price" of between $28 and $32.50 will be determined after the tender closes. Q6.The letter and instruction form indicate proceeds from the sale of my shares will be invested in the Vanguard Prime Fund, what is that? The...

must_tender_all = True...s we may elect to accept for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares: •first, all "odd lots" of less than 100 shares from holders who properly tender all of their shares at or below the purchase price determined in the Tender Offer and do not properly withdraw them before the Expiration Time; •second, from all other stockholders who properly tender shares at or below the purchase price determined in the Tender Offer, on a pro rata basis (except for stockholders who tendered shares conditionally for which...

price = USD 28.0-32.5...ified "Dutch Auction." This procedure allows you to select the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Tender Offer is $28.00 to $32.50 per share. After the Tender Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest purchase price (in multiples of $0.25) that will allow...

threshold = 100...tendered at prices at or below the purchase price we determine. Odd Lots. The term "odd lots" means all shares properly tendered prior to the Expiration Time at prices at or below the purchase price selected by us and not properly withdrawn by any person (an "Odd Lot Holder") who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this priority, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any pror...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 a2170762zex-99_a1a.htm EX-99.(A)(1)(A) QuickLinks -- Click here to rapidly navigate through this document Exhibit (a)(1)(A) Offer to Purchase for Cash Up to 53,000,000 Shares of its Common Stock (including the Associated Preferred Share Purchase Rights) at a Purchase Price Not Greater Than $32.50 nor Less Than $28.00 Per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 26, 2006, UNLESS THE TENDER OFFER IS...

txn_type = TENDER_OFFER...cial advisor. Q30.Can I tender unvested restricted stock or unvested restricted stock units? No, because of restrictions imposed on these shares and units. General Q31.Which documents will I receive regarding the tender offer and what is the purpose of each? •Offer to Purchase, dated May 30, 2006. This document, together with the letter of transmittal, describes all of the terms and conditions of the tender offer. •Letter of Transmittal. This document is part of the tender offer. However, it must be filled out by the Trustee, not by you. If you hold shares outside of the retirement plans, then you may need to...