Looks like the SEC filing that set off a wave of speculation about the Tribune Co. was a trial balloon after all … Last week, the three board members representing the Chandler Trusts had the company file a statement about their dissent during the vote for a share buyback. Now the Chandler TRusts have filed a statement with the SEC, serving notice that they won’t tender their shares for the buyback and urging the company to take stronger measures — including splitting the newspaper and broadcasting businesses. They also want the board to consider other “strategic alternatives” including possibly putting the company on the block a la Knight Ridder. The buyback votes was 8-3 so the Chandler trustees may be looking for external pressure to change some minds in their favor.
From the filing: “Over the past two years, Tribune has significantly underperformed industry averages and there is scant evidence to suggest the next two years will be any different. Clearly, it is time for prompt, comprehensive action.”
— William A. Osborn, lead independent director (from the company’s response): “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.”
More in the NYT and WSJ.
Related: Tribune Split Rumors Aren’t Going Away