Tribune's Now-Daily Direction Change

Tribune (NYSE: TRB  ) has become the gift that keeps on giving. Early on Monday, The Wall Street Journal reported that Tribune's board was leaning toward accepting a proposal by Chicago real estate tycoon Sam Zell, as the company seeks to restructure or sell itself to satisfy the Chandler family, collectively its largest shareholder.

But when it became known that the Zell proposal, which would involve the formation of an employee stock ownership plan (ESOP), apparently had won the favor of a special committee of the company's board, a pair of prior bidders cried foul. The two, Los Angeles billionaires Ron Burkle, a grocery store magnate, and real estate investor and erstwhile homebuilder Eli Broad -- his is the "B" in KB Home (NYSE: KBH  ) -- argued that Tribune had favored Zell in its provision of information on the company, thereby permitting Zell to formulate a proposal for the structuring of an ESOP.

Zell's offer is apparently valued at approximately $33 a share, or slightly more than Friday's closing price of $30.53. In addition to the ESOP, it would reportedly involve a contribution by Zell of something less than $300 million and a $17.50 per-share cash dividend for shareholders. After the completion of that financial engineering, the company would be taken private and would be owned by the ESOP, which would have a majority interest, and by Zell, who would hold a minority stake. The Zell proposal was made after a January deadline set by the Tribune board.

The Broad-Burkle proposal had involved a $500 million cash contribution by the pair, a $27 per-share dividend, and the assumption of significant new debt by the company. Over the weekend, Broad and Burkle apparently wrote to the Tribune board requesting more information on the Zell proposal, indicating that there may be more to come in this six-month-old beauty Tribune contest.

Tribune is fighting the same declining advertising and circulation maladies as other publishers such as New York Times (NYSE: NYT  ) , Lee (NYSE: LEE  ) , Gannett (NYSE: GCI  ) , and McClatchy (NYSE: MNI  ) . Last week the company reported that its February revenues had declined 3.4%, with classifieds down 13.3% and real estate advertising 14% lower.

So there could be at least one more chapter to the great 2006-2007 Tribune quest. And with the company's share price having increased by $0.59, or nearly 2%, on Monday (following a $1.03 per-share increase on Friday), there are likely Fools getting the itch to participate in this financial drama. I would argue, however, that Messrs. Zell, Broad, and Burkle have billions to wager on a slumping industry, whereas you probably don't.

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Fool contributor David Lee Smith doesn't own shares in any of the companies mentioned. He welcomes your questions or comments.


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