TRIBUNE CO

election_required = True...der Offer." If I own fewer than 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 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 Guaranteed Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See "The Tender Offer—Terms of the Tender Offer." 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 befor...

expiry = 2007-05-24...126,000,000 Shares of Its Common Stock (including the Associated Preferred Share Purchase Rights) for a Purchase Price of $34.00 Net Per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 24, 2007, UNLESS THE TENDER OFFER IS EXTENDED. This offer is being made in connection with the Agreement and Plan of Merger, dated as of April 1, 2007 (the "Merger Agreement"), by and among Tribune Company, a Delaware corporation (the "Company," "w...

listed = True...wned by the ESOP, which will result in the Company being delisted from the NYSE and will permit the Company to deregister the shares under the Exchange Act. The Company has debt securities that are registered under the Securities Act of 1933, certain of which are listed on the NYSE and, so long as those debt securities remain outstanding, the Company will continue to have reporting obligations under the Exchange Act. 5 Are there conditions to the Tender Offer? Yes. Our obligation to accept and pay for your tendered shares depends upon a number of conditions that must be satisfied or waived prior to the Expiration T...

mechanism = DUTCH...5 million shares of Company Common Stock at prices not to exceed $32.50 per share. The three directors nominated by the Chandler Trusts voted against the transaction. On May 30, 2006, the 16 Company announced the leveraged recapitalization transaction using a modified "dutch auction" tender offer. The Company also identified a performance improvement plan with targets of $200 million in annual cost savings and $500 million in asset sale proceeds. On June 13, 2006, the Chandler Trusts sent a letter to the Board, and filed the letter publicly, stating that the Chandler Trusts did not intend to tender any shares into t...

must_tender_all = True...What happens if more than 126,000,000 shares are tendered? If more than 126,000,000 shares are properly tendered and not properly withdrawn prior to the Expiration Time, we will purchase shares: •first, from holders of all "odd lots" of fewer than 100 shares who properly tender all of their shares and do not properly withdraw them before the Expiration Time; •second, from all other stockholders who properly tender shares on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfied); and •third, only if necessary to permit us to purchase 126,000,000 shares, from holders wh...

no_priority = True...ee "The Tender Offer—Procedures for Tendering Shares." Also see "The Tender Offer—United States Federal Income Tax Consequences" regarding U.S. federal income tax consequences for foreign stockholders. Conditional Tender of Shares Subject to the exception for Odd Lot Holders, in the event of an over-subscription of the Tender Offer, shares tendered prior to the Expiration Time will be subject to proration. See "The Tender Offer—Terms of the Tender Offer." As discussed in "The Tender Offer—United States Federal Income Tax Consequences," the number of shares to be purchased from a particular stockholder may affect the tax treatment of the purchase to the stockholder and the stockholder's decision whether to tender. Accordingly, a stockholde...

price = USD 30.0-34.0...ess, 31 confidentiality agreements were signed with potential bidders). Five parties or groups had submitted preliminary indications of interest, with indications of price ranging from $30 to $34 per share. One other group stated that it expected to submit an indication of interest shortly and another group requested an extension. The Special Committee also reviewed with the Company's management and advisors the possibili...

priority_conflicting = True...ason. See "The Tender Offer—Procedures for Tendering Shares." 7 What happens if more than 126,000,000 shares are tendered? If more than 126,000,000 shares are properly tendered and not properly withdrawn prior to the Expiration Time, we will purchase shares: •first, from holders of all "odd lots" of fewer than 100 shares who properly tender all of their shares and do not properly withdraw them before the Expiration Time; •second, from all other stockholders who properly tender shares on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfied); and •third, only if necessary to permit us...

threshold = 100...ciated right that we will acquire with the shares of Company Common Stock we purchase. No additional consideration will be paid for the rights. If more than 126,000,000 shares are tendered, we will purchase all shares tendered on a pro rata basis, except for "odd lots" (lots of fewer than 100 shares), which we will purchase on a priority basis, and except for each conditional tender whose condition was not met, which we will not purchase (except as described in "The Tender Offer—Conditional Tender of Shares"). The Tender Offer is not conditioned on any minimum number of shares being tendered, but is subject to certain conditions, in...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 a2177314zex-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 126,000,000 Shares of Its Common Stock (including the Associated Preferred Share Purchase Rights) for a Purchase Price of $34.00 Net Per Share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 24, 2007, UNLESS THE TENDER OFFER IS EXTENDED. This offer is being made...

txn_type = TENDER_OFFER...offer is complete (Information on how the proceeds are handled in the retirement plans will be posted soon). The tender offer is not contingent upon any minimum number of shares being tendered. It is, however, subject to certain conditions as specified in the Offer to Purchase document. You should read this material carefully for more detailed information. 2. What if I don't tender my shares or not all of my shares are purchased? The second stage of the transaction is a merger in which all outstanding shares of Tribune common stock, other than shares held by the new ESOP, will be converted to cash at $34 per s...

txn_type = TENDER_OFFER...than 5 p.m., Eastern time, on May 22, 2007, unless the offer is extended. •Letter—Sent to participants in retirement plans announcing the tender offer. •Letter of Transmittal—This document is for information only. You do not have to complete it or return it. •Offer to Purchase—Document providing the details of the tender offer. 4.Does the tender offer apply to my ESOP shares held in my retirement plan account? Yes. The tender offer applies to ESOP shares (Tribune ESOP and Times Mirror ESOP) that are held in your retirement plan account. If you elect to tender less than 100 percent of your stock, the tendered s...

txn_type = TENDER_OFFEREX-99.(A)(5)(M) 2 a07-14595_6ex99da5m.htm EX-99.(A)(5)(M) Exhibit (a)(5)(M) 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...

txn_type = TENDER_OFFEREX-99.(A)(5)(O) 2 a07-14595_8ex99da5o.htm EX-99.(A)(5)(O) Exhibit (a)(5)(O) TRIBUNE ANNOUNCES FINAL RESULTS OF TENDER OFFER CHICAGO, May 31, 2007—Tribune Company (NYSE: TRB) today announced the final results of its tender offer which expired at 5:00 p.m., New York 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 ap...