Exhibit 4.1
CERTIFICATE OF ADJUSTMENT
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This is to certify pursuant to Section 12 of the Rights Agreement,
dated as of December 22, 1987, as amended (the "Rights Agreement"), between
Tribune Company, a Delaware corporation (the "Company") and The First National
Bank of Chicago, as Rights Agent, that:
I. Statement of Facts.
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At its December 10, 1996 meeting, the Company's Board of Directors
declared a two-for-one split of the shares of common stock, without par value,
of the Company (the "Common Shares"), to be effected in the form of a 100% stock
distribution (the "Distribution") on January 15, 1997 to holders of record of
the Common Shares on December 27, 1996.
II. Adjustments Pursuant to the Rights Agreement.
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Pursuant to the provisions of Sections 11(n) and 23(a) of the Rights
Agreement, certain adjustments to the number of one-hundredths of a Preferred
Share (as defined in the Rights Agreement) purchasable upon proper exercise of
each Right (as defined in the Rights Agreement), to the number of outstanding
Rights and to the Redemption Price (as defined in the Rights Agreement) shall be
effected as of January 15, 1997, in connection with the Distribution, as set
forth below:
1. Pursuant to Section 11(n) of the Rights Agreement, the
number of Preferred Shares purchasable upon proper exercise of a Right
shall be equal to one two-hundredths.
2. Pursuant to Section 11(n) of the Rights Agreement, each
Common Share outstanding immediately after the Distribution shall have
attached to it one Right.
3. Pursuant to Section 23(a) of the Rights Agreement, the
Redemption Price shall be equal to $.005 per Right.
Dated this 15th day of January, 1997.
TRIBUNE COMPANY
By:/s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President, General
Counsel and Secretary
