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