Tribune shares rose Wednesday as investors reconsidered the prospect that the media giant will be sold. Tribune said last week it would
borrow a bunch of money to buy back a huge chunk of stock. Chairman Dennis FitzSimons called the plan a way to refocus on growth, but investors wondered if management wasn't simply trying to entrench itself against restless shareholders. The Tribune tribulations come in the wake of this spring's forced sale of newspaper rival Knight Ridder Now, with the three Tribune board members from the big-shareholding Chandler family signaling they don't like FitzSimons' $2 billion plan, media investors are wondering if Tribune isn't being pushed onto the auction block -- regardless of what management might like. "It forces you to wonder why the Chandlers wouldn't go along with the plan," says John Morton, of Morton Research. "Maybe they want to see what kind of offer might come around." Benchmark's Ed Atorino says the boardroom breakup raises questions for other institutional investors. "It may give pause to groups like the McCormick fund who agreed to sell, but who might rethink their position," says Atorino. Atorino says the Chandler move "does change the dynamics of the process." Tribune shares were up nearly 2% to over $30.50 midday Wednesday. Last week Tribune, owner of the Los Angeles Times, Chicago Tribune and 26 TV stations, said it would buy back shares through a Dutch auction self-tender at $28 to $32.50 a share. Tribune also agreed to buy 10 million shares from the McCormick Tribune Foundation, a 13.5% stakeholder, at the tender offer price and 12 million shares in the open market afterwards. The repurchase is expected to amount to 25% of its common stock and to be paid for with bank debt and bonds. At the same time Tribune committed to the sale of $500 million in noncore asset sales and $200 million in cost cutting over the next two years.
But the Chandler foundation, a 12% stakeholder in the company which controls three out of 11 board seats, voted against the plan. "The Tender Offer was approved by eight of Tribune's 11 directors, with Jeffrey Chandler, Roger Goodan and William Stinehart Jr. dissenting," reads a recent company filing. The Wall Street Journal reported Wednesday that three Chandler-nominated directors were concerned about maintaining the tax-efficient nature of their trusts. The move suggests the Chandlers could be looking to find some allies who don't agree with the buyback solution to the company's problems. Big newspaper and local TV companies have been beset by slow circulation growth and the rise of Internet advertising. On Tribune's call last week, one analyst noted the fact that the Chandlers' stance on the plan wasn't clear. FitzSimons replied, "I don't think you should read anything into the Chandler decision or no decision; it's just that they're evaluating what their position will be relative to the tender." Tribune spokesman Gary Weitman says the board considered a broad range of alternatives. And at least one observer doesn't believe the boardroom brawl means management's on the way out. "Three board members does not a quorum make," said one veteran at a large broadcasting company. This person says FitzSimons is well-respected throughout the industry. "He's not running the company into the ground," says this same person. "This may be a way for the Chandlers to say, 'We're not happy with this particular transaction' and have
FitzSimons listen to a different way to go about it."