Chicago news conference Tuesday: Andy Martin will ask bankruptcy court to remove Sam Zell as chief executive of the bankrupt Tribune Company.
The nation's largest independent media company has filed for bankruptcy under the capricious tutelage of real estate speculator Sam Zell. Andy Martin has been a thorn in Zell's side since Zell won the 2007 bidding war. Martin's legal theories prompted employees to sue Zell for dismantling the company and damaging the corporate assets. Now Martin is launching a powerful campaign to remove Zell from the Tribune organization.
Andy Martin launches a new campaign to take control of the Tribune Company and remove Sam Zell
ANDY MARTIN
Executive Editor
ContrarianCommentary.com
“Factually Correct, Not
Politically Correct”
FOR IMMEDIATE RELEASE:
ATTENTION DAYBOOK/ASSIGNMENT EDITORS
ANNOUNCEMENT OF CHICAGO NEWS CONFERENCE December 9, 2008
ANDY MARTIN RENEWS HIS EFFORTS TO WREST CONTROL OF THE TRIBUNE COMPANY FROM SAM ZELL
MARTIN WILL SEEK APPOINTMENT OF A BANKRUPTCY COURT TRUSTEE TO MANAGE THE MEDIA COMPANY IF ZELL TRIES TO STAY IN POWER
MARTIN PROMISES TO "GIVE ZELL HELL"
(CHICAGO)(December 9, 2008) Andy Martin became America's youngest media baron in 1968 when he was approved by the Federal Communications Commission to own and operate a television station license. With forty years of broadcast and print experience behind him, Tuesday Martin will launch a campaign to wrest control of the bankrupt Tribune Company from real estate speculator Sam Zell. The battle promises to become the media donnybrook of 2009.
Martin was an unsuccessful bidder for the company in 2007.
"In 2007 I made a realistic proposal to purchase control of the Tribune Company," Martin will state. "Zell beat me out. I am back with a vengeance. Sam Zell has destroyed an outstanding media organization. He has humiliated the City of Chicago. When Zell took control of the Tribune Company a year ago, the Chicago Tribune was a jewel. He has turned the newspaper into a lump of coal.
"The paper was well-organized, well-written and provided serious journalism for a serious city. Zell brought in his radio hucksters such as Randy Michaels; they tore the company to shreds. You can't read the Chicago paper today. It is a jumble of unconnected, inconsistent, incoherent sections. The quality of the journalism has declined precipitously. I understand the company's other newspapers are suffering similar fates. Quality journalism, and the esteemed traditions of great news organizations from Hartford to Los Angeles, have been reduced to rubble.
"Tribune Company newspapers today are an embarrassment. Whether newspapers have a future or not, journalism does. People crave more information, not less. Whether print media will survive or not, I am certain they will not survive as garbage can liners or, as we say down home in Florida, 'mullet wrappers.'
"I will attempt to meet with Zell and to take control of the company immediately and peacefully. If Zell tries to stay in control, and run some sort of bankruptcy scam operation, I will seek to have him removed by the bankruptcy court. He filed for bankruptcy in record time, a year after he took control.
"What kind of a business plan did Zell have to justify billions in new debt? Did he plan for this 'bankruptcy bust-out?' It was obvious to anyone and everyone the company could not support billions in new debt.
"Zell now claims he was the 'victim' of a 'perfect storm.' Rubbish. He was the victim of his own greed. He could have sold the Chicago Cubs for a billion dollars but he was greedy; he wanted more. He also wanted a taxpayer bailout. His greed did him in.
"I am preparing to petition the bankruptcy court to name a trustee who has some experience with and respect for journalism, and to remove Zell, a real estate operator who is notorious for threatening old ladies in trailer parks with a choice between higher rents or eviction.
"I will try to work with the employees and the ESOP to convince the staff that an immediate change is control is critical if the company is to survive. Every day the value of the company's assets will deteriorate.
"Colonel McCormick, who led the Tribune to greatness, left a golden legacy to this great city. We must recapture that legacy, and rebuild on the still-solid foundations of the company. We must revive the newspapers and, of course, size them to the realities of 2009. But I am certain the Tribune Company's media assets can’t survive by going down market. Sam Zell has it exactly wrong and precisely backwards: cheapening the product is killing the company.
"Zell is on notice: he can clear out of the Tribune's offices immediately, or I will wage relentless war to have him thrown out. When we take over I will sit down with the remaining corporate staff and work out a revitalization plan that will return all of the Tribune Company's media properties to greatness. That is what audiences from Hartford to Los Angeles to Fort Lauderdale deserve," Martin will state.
"This could develop into one heck of a battle royal in the bankruptcy court. We're going to give Zell hell, and run him out of the media business, now and forevermore."
Martin's legal theories about the role of the employee ESOP plan at the Tribune are credited with triggering employee lawsuits against Zell earlier this year. Martin plans to offer to purchase the majority shareholding in the Tribune Company owed by the employee ESOP, and force Zell and his confederates out of control.
NEWS CONFERENCE DETAILS:
WHO:
Internet Columnist/media baron Andy Martin
WHERE:
Public sidewalk in front of Chicago Tribune,
435 N. Michigan Avenue
WHEN:
Tuesday, December 9, 3:00 P. M.
MEDIA CONTACT:
(312) 440-4124; (866) 706-2639; CELL (917) 664-9329
WEBSITES:
SaveTheTribune.blogspot.com
SaveTheTribune.wordpress.com
E-MAIL:
AndyMart20@aol.com
---------------------------------------------------------
Andy Martin is a legendary Chicago muckraker, media critic, author, Internet columnist, radio talk show host and broadcaster. Andy is the Executive Editor and publisher of www.ContrarianCommentary.com. © Copyright by Andy Martin 2008. Martin covers regional, national and world events with over forty years of experience. He holds a Juris Doctor degree from the University of Illinois College of Law. His columns are also posted at ContrarianCommentary.blogspot.com; contrariancommentary.wordpress.com. Andy is the author of Obama: The Man Behind The Mask, published in July 2008, see http://www.OrangeStatePress.com. MEDIA CONTACT: (866) 706-2639 E-MAIL: AndyMart20@aol.com [NOTE: We frequently correct typographical errors and additions/subtractions on our blogs, where you can find the latest edition of this release.]
Tuesday, December 9, 2008
Monday, December 8, 2008
Andy Offers Frequent Flyer Miles to the Tribune
CONTRARIANCOMMENTARY.COM
New York-London-Washington-Chicago-San Francisco-Palm Beach
Chicago mail:
Suite 4406, 30 E. Huron St.
Chicago, IL 60611-4723
Tel. (866) 706-2639
Fax (866) 707-2639
Web: ContrarianCommentary.com
E-mail: mailto:andy@AndyMartinWorldwide.com
Andy Martin, J. D.
Professor of Law (Adj.)
Executive Editor
July 9, 2008
Mr. Sam Zell
Chicago Tribune
435 N. Michigan Avenue
Chicago, IL 60611
Re: Frequent flyer miles gift for Tribune reporters
Dear Sam:
I have been reading the tragic stories of how you are stripping away the assets of the Tribune Company due to unforeseen financial problems. I bet you wish my bid for the company had won the board’s vote instead of yours. Actually, I’m glad you won the bidding war for the Tribune instead of me, except that I would have done a better job of reviving the company.
And your lawsuit against San Diego County. What tsuris.
Take it easy. Slow down. There’s more to life than money.
As one media baron to another I want to extend a helping hand in your hour of need. To help you along I am pleased to donate to Tribune company reporters traveling on company business 50,000 frequent flyer miles, so they can cover the news without taking cash out of your pocket. Just have your staff let me know and I will make the bookings for you.
Pease call if I can be of further assistance.
Best wishes,
ANDY
AM:sp
New York-London-Washington-Chicago-San Francisco-Palm Beach
Chicago mail:
Suite 4406, 30 E. Huron St.
Chicago, IL 60611-4723
Tel. (866) 706-2639
Fax (866) 707-2639
Web: ContrarianCommentary.com
E-mail: mailto:andy@AndyMartinWorldwide.com
Andy Martin, J. D.
Professor of Law (Adj.)
Executive Editor
July 9, 2008
Mr. Sam Zell
Chicago Tribune
435 N. Michigan Avenue
Chicago, IL 60611
Re: Frequent flyer miles gift for Tribune reporters
Dear Sam:
I have been reading the tragic stories of how you are stripping away the assets of the Tribune Company due to unforeseen financial problems. I bet you wish my bid for the company had won the board’s vote instead of yours. Actually, I’m glad you won the bidding war for the Tribune instead of me, except that I would have done a better job of reviving the company.
And your lawsuit against San Diego County. What tsuris.
Take it easy. Slow down. There’s more to life than money.
As one media baron to another I want to extend a helping hand in your hour of need. To help you along I am pleased to donate to Tribune company reporters traveling on company business 50,000 frequent flyer miles, so they can cover the news without taking cash out of your pocket. Just have your staff let me know and I will make the bookings for you.
Pease call if I can be of further assistance.
Best wishes,
ANDY
AM:sp
Andy's 2007 Offer to Buy The Tribune Company
ANDY MARTIN WORLDWIDE COMMUNICATIONS
New York-London-Washington-Chicago-San Francisco-Palm Beach
Headquarters mail:
Post Office Box 1851
New York, NY 10150-1851
Tel. (866) 706-2639
Fax (866) 707-2639
Web: AndyMartinWorldwide.com
E-mail: AndyMart20@aol.com
Anthony R. Martin, J. D.
Managing Director
March 31, 2007
Non-Management Directors
Tribune Company
435 N. Michigan Avenue
Chicago, IL 60611
OFFER TO PURCHASE CONTROLLING INTEREST IN TRIBUNE COMPANY
Dear Directors:
I have watched the Tribune Company’s efforts to market itself with increasing concern and distress. Therefore, I have decided to submit a bid to purchase all or substantially all of the company for $35.00 per share in a secured debt instrument.
The Chicago Tribune Company is Chicago. If this great institution were allowed to fall into the hands of local asset strippers or other ego trippers the people of Chicago would be devastated. The people of Illinois would also suffer a great loss. Thus, what we confront is a struggle for the soul of a city, and a struggle to save the soul of our great city.
1. Your role as independent directors
The independent directors should look to more than just the mere dollar value of the offers which are under review. They should look at the buyers themselves. I have been a colorful, corruption-fighting Chicago character for many decades. But I have demonstrated my love of the city and state.
As a small boy, I carried the Hartford Courant door-to-door every morning. Newspapers have been in my blood. I have worked in the communications industry in various forms since I became the youngest person ever authorized to operate a TV station license in 1968.
The Chicago Tribune and the Tribune Company are the crown jewels of the Chicago media and communications industry. If they fall to the “strippers” or the “trippers” this great city will be diminished. In time, the other great cities where the Tribune operates will also be endangered. So you are dealing with more than bricks and mortar, more than employees and shareholders. You are dealing with vital lifelines in our society, with advertisers, with institutions, and with the lives of tens of millions of people.
Despite my occasional differences with low level employees, I have carefully reviewed the overall posture of the Tribune Company. It is a great company and it is generally well managed. Partly, that is the problem. The company is controlled by “managers” instead of visionaries, in a time of great change and challenge when vision is as critical as management.
The company is a premier information source. The newspaper is an excellent product. It has a bright future if it can be held together and run with an entrepreneurial flair, not with an eye to buying in and selling out as soon as a large profit can be extracted.
The communications industry is changing and, yes, more nimble competitors have arisen to chip away at the Tribune’s dominance. But the firm is still dominant in most of its markets, and has the potential to extend that dominance into the foreseeable future if the company receives a new injection of newspaper and information and communications-oriented controlling ownership.
As someone who has myself transitioned to the Internet I am capable of leading the company and molding it for future growth and increased profit.
2. Why my proposal is superior to competing offers
My offer to purchase has substantial preference over the competing offers for three (3) reasons:
A. Because of my understanding of the company I do not plan to dismember the company or to make major changes in the communications-related areas of operation. The Tribune Company will continue to be the Tribune Company and it will be active and vigorous in seeking new areas, new markets and expanded profits. My offer proposes the least disruption and offers the most potential for the future of the company as an ongoing institution.
B. While I am generally aware of the unhappiness of the Chandler Family with the current situation, I am not of the belief they want out at all costs. I think I could invite them to work together and to try to join in adding value to the stock. I am certainly prepared to work with them as co-equal equity partners seeking to add value to the investment.
C. The competing proposals like much of the so-called ”private equity” speculation involved in today’s markets involves taking valuable assets from innocent public shareholders at a discount, adding debt, and then shortly thereafter remarketing leveraged companies to new shareholders who serve essentially as innocent victims and suckers for the private equity barons. The Ford/Hertz fiasco of the past several months is a classic example.
My proposal would put the profits in the hands of shareholders, not speculators.
3. What I am offering and propose to do
I am offering to pay $35 per share for any shares that are made available. I will pay for the shares with a 5% secured non-cumulative income note. The note will come with a warrant allowing the seller to repurchase the shares for $40. The shares will be held by an independent trustee that will receive the income from the income of the Tribune Company, and pay the income notes as a first priority, thereafter retaining any profits for a period of three (3) years. I will limit my maximum future potential equity to 25% of the total.
I have not yet submitted my plans to the Securities and Exchange Commission but I am prepared to do so expeditiously.
Shareholders would thus receive a substantial “equity kicker.” If we succeeded, they could buy back in at a small premium. If we did not, they would still have their secured obligation backed by stock. Thus, unlike "private equity" deals where a handful of insiders reap the profits and the little people get taken for a ride, under my proposal the shareholders generally would benefit if we were successful.
In other words, I have offering “peoples’ equity” as opposed to “private equity.” By paying with a secured, income-limited debenture, we would diffuse the risk and also avoid the need for massive new financing. By avoiding excessive leverage we make profit available to invest in the future of the company, not in the future of the raiders who want to buy in and sell out.
4. The public interest role
The Wall Street Journal begins every year with a letter from the publisher to the readership, in which the publisher states “our belief [is] that publishing a newspaper is a public trust…” (see attachment hereto). As I stated earlier you are dealing with more than bricks and mortar, more than officers and board rooms. You are dealing with the lives and future of the Chicagoland region, a term coined by a prior publisher of the Tribune. If the Tribune falls to strippers and trippers the overall economy of Chicago will be diminished. It will be a sad loss and a sad day for those of us who love newspapers and who love the communications industry.
I think the McCormick Trust could also be persuaded to participate in this great commercial venture.
I stand in the tradition of that earlier publisher, Colonel McCormick, in that I seek to enhance and expand the voice of the Tribune company, not strip it away for a few millions in profit.
I would be delighted to meet with you at your convenience. Let us come together and work together to save the Tribune Company and to save its great and future role in our city, state and nation.
Respectfully submitted,
ANDY MARTIN
AM:sp
New York-London-Washington-Chicago-San Francisco-Palm Beach
Headquarters mail:
Post Office Box 1851
New York, NY 10150-1851
Tel. (866) 706-2639
Fax (866) 707-2639
Web: AndyMartinWorldwide.com
E-mail: AndyMart20@aol.com
Anthony R. Martin, J. D.
Managing Director
March 31, 2007
Non-Management Directors
Tribune Company
435 N. Michigan Avenue
Chicago, IL 60611
OFFER TO PURCHASE CONTROLLING INTEREST IN TRIBUNE COMPANY
Dear Directors:
I have watched the Tribune Company’s efforts to market itself with increasing concern and distress. Therefore, I have decided to submit a bid to purchase all or substantially all of the company for $35.00 per share in a secured debt instrument.
The Chicago Tribune Company is Chicago. If this great institution were allowed to fall into the hands of local asset strippers or other ego trippers the people of Chicago would be devastated. The people of Illinois would also suffer a great loss. Thus, what we confront is a struggle for the soul of a city, and a struggle to save the soul of our great city.
1. Your role as independent directors
The independent directors should look to more than just the mere dollar value of the offers which are under review. They should look at the buyers themselves. I have been a colorful, corruption-fighting Chicago character for many decades. But I have demonstrated my love of the city and state.
As a small boy, I carried the Hartford Courant door-to-door every morning. Newspapers have been in my blood. I have worked in the communications industry in various forms since I became the youngest person ever authorized to operate a TV station license in 1968.
The Chicago Tribune and the Tribune Company are the crown jewels of the Chicago media and communications industry. If they fall to the “strippers” or the “trippers” this great city will be diminished. In time, the other great cities where the Tribune operates will also be endangered. So you are dealing with more than bricks and mortar, more than employees and shareholders. You are dealing with vital lifelines in our society, with advertisers, with institutions, and with the lives of tens of millions of people.
Despite my occasional differences with low level employees, I have carefully reviewed the overall posture of the Tribune Company. It is a great company and it is generally well managed. Partly, that is the problem. The company is controlled by “managers” instead of visionaries, in a time of great change and challenge when vision is as critical as management.
The company is a premier information source. The newspaper is an excellent product. It has a bright future if it can be held together and run with an entrepreneurial flair, not with an eye to buying in and selling out as soon as a large profit can be extracted.
The communications industry is changing and, yes, more nimble competitors have arisen to chip away at the Tribune’s dominance. But the firm is still dominant in most of its markets, and has the potential to extend that dominance into the foreseeable future if the company receives a new injection of newspaper and information and communications-oriented controlling ownership.
As someone who has myself transitioned to the Internet I am capable of leading the company and molding it for future growth and increased profit.
2. Why my proposal is superior to competing offers
My offer to purchase has substantial preference over the competing offers for three (3) reasons:
A. Because of my understanding of the company I do not plan to dismember the company or to make major changes in the communications-related areas of operation. The Tribune Company will continue to be the Tribune Company and it will be active and vigorous in seeking new areas, new markets and expanded profits. My offer proposes the least disruption and offers the most potential for the future of the company as an ongoing institution.
B. While I am generally aware of the unhappiness of the Chandler Family with the current situation, I am not of the belief they want out at all costs. I think I could invite them to work together and to try to join in adding value to the stock. I am certainly prepared to work with them as co-equal equity partners seeking to add value to the investment.
C. The competing proposals like much of the so-called ”private equity” speculation involved in today’s markets involves taking valuable assets from innocent public shareholders at a discount, adding debt, and then shortly thereafter remarketing leveraged companies to new shareholders who serve essentially as innocent victims and suckers for the private equity barons. The Ford/Hertz fiasco of the past several months is a classic example.
My proposal would put the profits in the hands of shareholders, not speculators.
3. What I am offering and propose to do
I am offering to pay $35 per share for any shares that are made available. I will pay for the shares with a 5% secured non-cumulative income note. The note will come with a warrant allowing the seller to repurchase the shares for $40. The shares will be held by an independent trustee that will receive the income from the income of the Tribune Company, and pay the income notes as a first priority, thereafter retaining any profits for a period of three (3) years. I will limit my maximum future potential equity to 25% of the total.
I have not yet submitted my plans to the Securities and Exchange Commission but I am prepared to do so expeditiously.
Shareholders would thus receive a substantial “equity kicker.” If we succeeded, they could buy back in at a small premium. If we did not, they would still have their secured obligation backed by stock. Thus, unlike "private equity" deals where a handful of insiders reap the profits and the little people get taken for a ride, under my proposal the shareholders generally would benefit if we were successful.
In other words, I have offering “peoples’ equity” as opposed to “private equity.” By paying with a secured, income-limited debenture, we would diffuse the risk and also avoid the need for massive new financing. By avoiding excessive leverage we make profit available to invest in the future of the company, not in the future of the raiders who want to buy in and sell out.
4. The public interest role
The Wall Street Journal begins every year with a letter from the publisher to the readership, in which the publisher states “our belief [is] that publishing a newspaper is a public trust…” (see attachment hereto). As I stated earlier you are dealing with more than bricks and mortar, more than officers and board rooms. You are dealing with the lives and future of the Chicagoland region, a term coined by a prior publisher of the Tribune. If the Tribune falls to strippers and trippers the overall economy of Chicago will be diminished. It will be a sad loss and a sad day for those of us who love newspapers and who love the communications industry.
I think the McCormick Trust could also be persuaded to participate in this great commercial venture.
I stand in the tradition of that earlier publisher, Colonel McCormick, in that I seek to enhance and expand the voice of the Tribune company, not strip it away for a few millions in profit.
I would be delighted to meet with you at your convenience. Let us come together and work together to save the Tribune Company and to save its great and future role in our city, state and nation.
Respectfully submitted,
ANDY MARTIN
AM:sp
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