Tribune and Times Mirror Complete Merger

Posted on June 12, 2000

Tribune Company has completed its merger with The Times Mirror Company to create a major-market multimedia leader, with operations in broadcasting, publishing and interactive in 18 of the top 30 markets. The previously announced merger was completed following Tribune and Times Mirror shareholder approvals.

``Tribune is the nation's premier local-market media company, with extensive broadcasting, publishing and interactive operations in major markets,'' said John W. Madigan, Tribune chairman, president and chief executive officer. ``Tribune has led the way in media convergence. Today, our cross-media assets create a tremendous competitive advantage as industry convergence accelerates.

``The integration of our two companies began in mid-April, and we have already made significant changes to move the company forward. With more than 30,000 talented employees and $6 billion in revenues, we are extremely well positioned to grow our media businesses and create value for our shareholders,'' Madigan said.

At Tribune Company's special shareholders meeting in Chicago, approximately 76 percent of the shares entitled to vote were cast in favor of the merger. At Times Mirror's special shareholders meeting in Los Angeles, approximately 85 percent of the shares entitled to vote were cast in favor of the merger. In the merger, valued at $8 billion in cash and stock, each share of Times Mirror common stock not owned by Tribune, and for which a cash election was not made, will be converted into 2.5 shares of Tribune common stock.

Tribune Company's board of directors also appointed four new members: Jeffrey Chandler, president and chief executive officer of Chandler Ranch Co.; Roger Goodan, vice president/marketing for Schlumberger Oilfield Services North America; William Stinehart, Jr., partner at law firm Gibson, Dunn & Crutcher LLP; and Thomas Unterman, managing partner and chief executive officer of Rustic Canyon Group.

On April 24, the cash tender offer for Times Mirror was completed. Since then, Tribune has announced several key executive appointments at the Los Angeles Times. John P. Puerner was appointed Los Angeles Times president and publisher. John S. Carroll was named Los Angeles Times executive vice president and editor. Previously, Puerner was president, publisher and chief executive officer of Tribune's Orlando Sentinel Communications. Carroll previously was senior vice president and editor of The Baltimore Sun and vice president of Times Mirror.

As part of the merger, the operations of the Los Angeles Times were transferred into a newly formed Tribune subsidiary. The subsidiary has a five-member board of directors, two of whom are designees of the Chandler family. Appointed to the Los Angeles Times board are: Susan Babcock, former Times Mirror director and beneficiary of the Chandler Trusts; Dennis FitzSimons, Tribune executive vice president; Jack Fuller, Tribune Publishing president; John Puerner, Los Angeles Times president and publisher; and Warren Williamson, former Times Mirror director and a trustee and beneficiary of the Chandler Trusts. The new subsidiary is structured to give the Chandler Trust director designees a continuing role in the business of the Los Angeles Times.