McCormick Tribune, Cantigny Foundations Retain Blackstone Group as Financial
Advisor
McCormick Tribune Foundation Asks Tribune Company for Confidential Information
as the Company Continues Strategic Review
CHICAGO, October 10, 2007
The McCormick Tribune Foundation stated today that it
and the Cantigny Foundation have retained the Corporate Advisory Services
division of The Blackstone Group L.P. to advise the foundations as they consider
alternatives involving their investment in Tribune Company.
The McCormick Tribune Foundation is a holder of approximately 28 million shares
of Tribune Company common stock, representing some 11.7 percent of Tribune
Company shares outstanding. The Cantigny Foundation owns 3.3 million shares of
Tribune Company stock, or 1.4 percent of shares outstanding. The retention of
Blackstone Group by the Foundations comes as an independent special committee of
the Tribune Company board of directors continues its previously announced
strategic review.
Both the McCormick Tribune Foundation and the Cantigny Foundation were
successors in interest to two charitable trusts created in 1955 in the
declarations of the will of Robert R. McCormick, who at the time of his death
was Chairman and CEO of Tribune Company and its largest shareholder.
Through a 13D filing made today with the Securities and Exchange Commission
(SEC), the McCormick Tribune Foundation also advised the SEC that it has signed
a non-disclosure agreement with Tribune Company under which the company will
provide the Foundation with non-public financial information. This information
will aid the Foundation and its financial advisor in its effort to determine
what course of action is in its best interests with regard to its Tribune
Company investment.
The financial advisor's work will be directed by a special advisory committee of
the Foundation's board, made up of James C. Dowdle and John W. Madigan, the two
Foundation directors who retired as officers of Tribune Company in 1999 and
2003, respectively. The three other Foundation board directors are currently
officers of Tribune Company. According to the filing, these individuals are
isolated from deliberations regarding the foundation's strategic alternatives.
The law firm of Katten Muchin Rosenman LLP has been retained to provide legal
counsel to the special advisory committee.
"The Foundation board is under a fiduciary obligation to exercise prudent
business judgment with the objective of preserving and enhancing the
Foundation's assets so it can continue its significant philanthropic programs
that benefit not-for-profit organizations in Chicago and across the U.S.,"
stated Joseph A. Hays, a spokesperson for the McCormick Tribune Foundation.
The filing notes that, "based upon its and its financial advisors' evaluation
and the course of future developments, the Foundation reserves the right to take
such actions as it deems appropriate in light of the circumstances existing at
the time, including, without limitation, making additional purchases of [Tribune
Company] Common Stock or disposing of its shares of Common Stock in the open
market, block trades, privately negotiated transactions or otherwise, and
pursuing alternative transactions."
Over the years, given the value of its holdings, the McCormick Tribune
Foundation has been ranked as one of the largest charitable organizations in the
U.S. In the fifty-one years since its creation, the Foundation has been one of
the largest contributors to not-for-profit organizations in Chicago and a major
contributor to other cities in the U.S. Over the past ten years, the foundation
has made grants of almost $1 billion, one-third of which has gone to
not-for-profit organizations in the Chicagoland area.
The McCormick Tribune Foundation, a nonprofit, charitable organization, advances
the ideals of a free, democratic society by investing in our children,
communities and country. In addition to its annual charitable, grant-making
programs across the country, the Foundation operates Cantigny Park & Golf and
Cantigny First Division Foundation in Wheaton, Illinois and the McCormick
Tribune Freedom Museum in Chicago. For the details of its programs and
organization, see http://www.mccormicktribune.org.