Bidders for Tribune Plan Moves

By Richard Sklos and Katharine Q. Seelye
New York Times

The news that Samuel Zell is becoming the new chairman of the Tribune Company and has no plans to sell any of its individual newspapers has not discouraged potential buyers — and even his rival bidders — from planning their next move.

Eli Broad and Ronald W. Burkle, the two Los Angeles billionaires who lost the Tribune auction to Mr. Zell, reconvened yesterday with their financial advisers to consider making a new bid for the entire company, according to a person close to them.

"They are continuing to study the opportunity," this person said.

Mr. Zell's agreement with Tribune left a generous opening for other offers. Until the deal receives regulatory approval and is completed, which could take until the end of the year, a fairly modest $25 million breakup fee for Mr. Zell is all that would stop Tribune from accepting another offer for the entire company that would exceed the $34 a share envisioned under Mr. Zell's proposal.

Other potential buyers continue to pursue some of Tribune's individual assets. The company has already announced that it will sell the Chicago Cubs baseball team at the end of the season.

Rupert Murdoch, the owner of The New York Post, is still interested in merging some of that paper's operations with Newsday, its Tribune-owned competitor, an executive for Mr. Murdoch said yesterday. Another potential suitor, Frank Zarb, the former chairman of Nasdaq who has expressed interest in buying Newsday in the past, did not return calls seeking comment.

Potential buyers of The Hartford Courant and The Baltimore Sun, who had approached the Tribune Company or its advisers during months of uncertainty over its future, said that they also continued to be interested in those properties.

And David Geffen, the billionaire media executive, said on Monday that he remained interested in buying all or part of The Los Angeles Times and had discussed his interest with Mr. Zell.

Such talk is probably premature; the ink has not dried on Tribune's privatization proposal. And Dennis J. FitzSimons, president and chief executive of the Tribune Company, repeated on Monday that the company had no plans to sell any of its individual assets, which include 9 daily newspapers and 23 television stations.

So what part of no do these potential buyers not understand?

The continuing interest in part reflects uncertainty over the company's game plan once Mr. Zell becomes chairman. He holds a warrant for 40 percent of the company in exchange for a $315 million investment. The remainder of the company would be acquired by an employee stock ownership plan financed by debt borrowed by the company.

At that point, the company would become what is known as an S Corporation for tax purposes, which would allow it to pay no corporate income tax, but it could be penalized if it tried to sell assets.

Still, many of the potential buyers or their spokesmen said that the company was taking on a significant amount of debt — $8.4 billion, on top of nearly $5 billion in existing debt — and that it might need the cash from selling off some assets.

In addition, they said that Mr. Zell appeared to be the type of person who was open to trying new things.

"He has an entrepreneurial spirit," said Ted Venetoulis, a spokesman for a group of investors in Baltimore who are interested in putting The Sun back in local hands.

"He's willing to go out and shake the trees and make a lot of decisions that others wouldn't make," Mr. Venetoulis said, adding that "he's created a very interesting approach," referring to the employee stock ownership plan. "And he made a hell of a transaction, buying a $8.2 billion company with $315 million. Why didn't I think of that?"

Gary Ginsberg, executive vice president for corporate affairs of the News Corporation, Mr. Murdoch's company, declined to say whether Mr. Murdoch or anyone at the News Corporation had been in contact with Mr. Zell. He did say that the News Corporation was always looking for ways to save money.

"We continue to be interested in a combination that would result in significant savings for The Post," he said. He added that such a combination would not include editorial operations, but could include just about anything else, like printing, advertising sales and distribution.

Mr. Murdoch had agreed to participate in an earlier plan by the Chandler family, Tribune's largest shareholder, to back a bid for Tribune by agreeing to a Newsday-Post joint operating agreement. However, the Chandler bid did not move forward and the family, along with all other shareholders, will be bought out under Mr. Zell's plan.

Tom Kunkel, dean of the journalism school at the University of Maryland, said that Tribune's desire to reduce its debt could be a motivating factor.

"Even though Zell has said he's going to keep the company intact, everyone is remarking on the extraordinary amount of debt he's taking on," Mr. Kunkel said. "He's already selling the Cubs. And I think a lot of people would expect him to take discrete pieces and see if he couldn't improve his cash situation."

This was the route that McClatchy took after it bought Knight Ridder's 32 newspapers last year. It immediately put 12 of the largest papers up for sale, saying they did not fit the company's criteria for growth markets. The sale, which brought in $2.1 billion, helped the company reduce its debt by $1.4 billion after paying taxes on the sales.

In Baltimore, a group of about 25 people prominent in business and civic groups have formed an organization called the Baltimore Media Group with the purpose of reclaiming The Sun. They include Robert Embry, president of the Abell Trust; his family once owned The Sun.

Mr. Venetoulis, the group's spokesman and a former county executive of Baltimore County, said they had been in contact with Mr. Zell earlier this year when his name first surfaced as a potential buyer of Tribune. He said they expected to get back in touch with him in the next few weeks.

"The big issue is, what's he going to do with the company, and the other big issue is, how to handle the debt?" Mr. Venetoulis said.

In Hartford, the family of David Chase, a wealthy businessman, appears still to be interested in joining with other local investors to buy The Hartford Courant. Cheryl Chase, executive vice president and general counsel of Chase Enterprises, could not be reached for comment.

But she told the newspaper Monday: "We're not backing away from it," adding that if the opportunity arose, "we'll look at it very seriously."

Barry L. Lucas, senior vice president for research at Gabelli & Company, said that if the company sold other assets, it would first look to sell its large minority interests in the Food Network cable channel and the Web site Careerbuilder.com, each of which could fetch $700 million. The Cubs sale could bring in up to $600 million, according to analysts.

Mr. Lucas said he did not think forging partnerships with Mr. Murdoch and Mr. Geffen would be an early priority for the newly constituted Tribune. For one thing, the company could still face a large tax bill if it were to sell newspapers individually — even before taking into account any of the tax implications of being an S Corporation.

Mr. Lucas said, however, that if Mr. Geffen or someone else were to make an offer for The Los Angeles Times that was high enough to take into account Tribune's tax hit, the company ought to consider it. Otherwise, he said, the company once privatized might be loath to welcome more billionaires as partners in its properties.

"Joint ventures often don't work the way you expect them to work, no matter how well aligned," Mr. Lucas said.


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