Tribune to Give Employees More Stock

The Tribune Co., one of the few publishing companies without an anti-takeover plan in force, Tuesday announced one that would put more stock in employees’ hands and sustain it against an unwanted suitor.

The Chicago-based company that publishes the Chicago Tribune and New York Daily News has the Texas-based Robert M. Bass Group breathing over its shoulder and has been mentioned numerous times recently as a takeover target, according to securities analysts.

The company also owns six television stations, including ones in Chicago, Los Angeles and New York, the Chicago Cubs baseball team and two newsprint mills in Canada.

Tribune Co. stock had risen in recent days, approaching its 52-week high Monday on rumors that Bass was interested in acquiring the company. The stock retreated $3.50 to close at $44.50 Tuesday after the defense was announced.

Rule of 80%

The plan would increase the amount of Tribune stock in so-called friendly hands to 37.4% from 28.4% at present. With the plan, the company has strengthened its ability to defeat an unwanted suitor, said media analyst Ned Zacker at Duff & Phelps.

“It seems Tribune is strengthening its defenses. They barely had enough to defeat a takeover before,” he said. The Tribune’s corporate charter requires that shareholders owning 80% of the company’s common stock must approve a takeover.

The plan resembles one undertaken by Polaroid Corp. that helped the instant-film company successfully fight an unwanted takeover by Roy E. Disney’s Shamrock Holdings Ltd.

“You have to draw the conclusion that the Tribune responded to the takeover rumors,” said one analyst. “If anyone is lurking about, the ESOP might give them pause.”