Box 4

Scope and Contents

Initial meeting on 1971-11-04 leading to a series of drafts by Kirkland & Ellis of proposed amendments to the charter and by-laws involving a stock split, pre-emptive rights for existing stockholders, staggered terms for directors, and other measures to guard against a possible takeover

Scope and Contents

Mr. Grumhaus' invitation for opinions from Salomon Brothers, Goldman Sachs, and Morgan Stanley as to the effect of the proposed changes on the value of Tribune stock; replies from these firms and a letter transmitting them to other Tribune executives

Scope and Contents

Further material relating to the proposed amendments leading to the approval of some of them by the executive committee on 1972-09-26; analyses of Tribune stock ownership by groups and possible desire to sell; Kirkland & Ellis report that several actually do want to sell, and a proposed timetable calling for approval of the amendments at the annual stockholders' meeting, suggested for 1973-04-06

Scope and Contents Continued correspondence with investment bankers; discussion of a secondary offering byj present stockholders; memoranda regarding discussions to this effect with Jim Cowles and Dr. John Lloyd, and their favorable reaction; correspondence with Price Waterhouse regarding SEC requirements; 1973-03-01 letter from Martin Andersen, Orlando, expressing concern about the effects of rumored changes on the Tribune's indebtedness to him; replies to him; copy of 1973-03-30 letter from Josephine...

Scope and Contents Further correspondence with investment bankers; their comments on subsidiary companies; concern over Chicago today and recommendations for greater centralization of authority and separation between Tribune Company and Chicago tribune. Further analyses of stockholders. Advances notices of 1974-04-09 stockholders' meeting following the favorable ruling in the Circuit Court of Appeals on the Albright suit; ...

Scope and Contents

Continued correspondence with investment bankers leading to the appointment in 1973-10 of Salomon Brothers and Goldman Sachs as investment bankers for the company; summaries of their meeting with WGN executives on 1973-011-19; further postponements of stockholders' meeting because of the Albright suit

Scope and Contents 1973-03-30 letter from Josephine Patterson Albright and Joseph Albright asking that the amendments be withdrawn on the ground that they are designed "to insure continuity in management and discourage any attempts to change management ... [and] will necessarily decrease the value of Tribune Company shares which are to be distributed to the Trust beneficiaries upon termination of the Trust in 1975."Three identical letters dated 1973-04-05 from Joseph...

Scope and Contents Albright motion to dismiss filed 1973-05-03. Further communication with the District Court regarding jurisdiction in the case. Minutes of 1973-04-12 and 1973-05-03 stockholders' meetings and tally showing that 92% of the stock supports the amendments and only 3% opposesAlbright request for data on Tribune stock held by brokers and bank nominees and Kirkland & Ellis answer of 1973-12-11Notices and minutes of adjourned meetings held 1973-12-20 and...

Scope and Contents Albright motion in Circuit Court of Appeals for injunction pending appeal from Judge Decker's rulingsKirkland & Ellis answer. Albright reply filed 1974-03-26Court of Appeals ruling of 1974-03-29 denying injunction, and note from Don Reuben: "Dear Hal: Here it is." (The stockholders' meeting was finally held on 1974-04-09 but material on it is not in this file.)Kirkland & Ellis motion to dismiss Albright appeal filed...