‘Clearly, It Is Time for Prompt, Comprehensive Action’

The Chandler Trusts do not intend to tender any shares in response to the tender offer announced by Tribune on May 30, 2006. The trusts believe that the process by which the offer was presented and considered by the Tribune board was fundamentally flawed, and that the offer is a purely financial device that fails altogether to address the real business issues facing Tribune....

The basic strategic premise of the Tribune/Times Mirror merger was that the cross-ownership of multiple premium major media properties in the nation’s three largest media outlets would provide a platform to produce above-industry performance for both its newspaper and broadcast assets and for strong growth in interactive and other media opportunities. This strategy has failed and the regulatory change anticipated at the time of the merger to make legal the permanent cross-ownership of certain of key assets has not occurred. 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....

If a separation of the newspaper and broadcast businesses or other strategic steps relative to the newspaper business cannot be accomplished by the end of the year, then the possibility of an acquisition of Tribune as a whole should take priority....

Over the past two years, the value of Tribune’s stock has declined by nearly half. While both the newspaper and broadcasting sectors have been under pressure, Tribune management has had little response....

Management doggedly projects a turnaround, with steady revenue and operating cash flow growth over the next four years. This projected turnaround is hard to believe with no proposed change in strategy and little prospect for an upturn in the core businesses.