Chandlers May Fight for More Tribune Board Seats

CHANDLERS MAY FIGHT FOR MORE TRIBUNE BOARD SEATS
[SOURCE: Wall Street Journal, AUTHOR: Dennis Berman dennis.berman@wsj.com and Sarah Ellison]
With Tribune Co.'s deadline for board nominations weeks away, a new issue has emerged in the battle for control of the newspaper and TV empire: the possibility that its biggest shareholder, the Chandler family, could mount a proxy fight for additional board seats. As Tribune has cooled on the proposal for the Chicago media company submitted by the Chandlers before last week's auction deadline, the company has begun girding for a proxy challenge from the family. The Chandlers have three seats on Tribune's 11-member board and could use a proxy contest to win two more. While they wouldn't have majority control, they would have more leverage in board deliberations.The Chandlers hope to avoid such a battle. But a contest is likely if Tribune's board doesn't pursue a transaction to the family's liking. The Chandlers have reminded Tribune of a Feb. 8 deadline for nominees to the board, according to a person familiar with the discussions. The family is hoping the company will extend the deadline as a way to keep its options open. Tribune's annual meeting is set for May 9 in Chicago. The prospect of a proxy battle only heightens the pressure on Tribune's board as it weighs three proposals for the future of the company. One is from the Chandler family itself, which holds a 20% ownership stake in Tribune via the merger of Tribune and Times-Mirror Co. in 2000.
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