Tribune deal would give Zell broad powers

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NEW YORK -- Real estate mogul Sam Zell will control a minority of Tribune Co.'s board if shareholders approve his bid for the company, but would have the power to veto major transactions, according to a regulatory filing.

Zell's $8.2 billion bid to take the publisher and broadcaster private gives him the right to appoint two of six directors and a warrant to buy 40% of the company.

At least one of his directors would have to approve any transaction of $250 million or more, according to a filing Thursday with the U.S. Securities and Exchange Commission.

The filing offers more details of the bid, which would restructure the company under an employee stock ownership plan. Tribune is funding the deal mostly with debt.

According to the filing, top executives at the Chicago-based company will receive "phantom stock" in the new company and can cash it out before lower-ranking employees.

Other eligible workers will earn shares each year in proportion to their annual pay. Most will not be able to cash out their stakes until they retire. Employees who reach the age of 55 and work for the company for more than 10 years can "diversify" a portion of the account, the filing said.

Employees who are terminated for other reasons would get their money six years after termination, or in 2018, whichever comes later, the filing said.

The filing also showed that top managers, apart from CEO Dennis FitzSimons, will share $6.8 million in bonuses if the deal is completed, the filing said.

CFO Donald Grenesko will get $600,000, the largest chunk of the bonus, the filing said.

A Tribune spokesman was unable to comment on the filing because he had not seen it yet.

Separately, the Wall Street Journal and the New York Times reported that Zell plans to meet Friday with David Geffen to discuss the Los Angeles entertainment executive's interest in buying the Los Angeles Times.

The Times is Tribune's largest paper, which some analysts value at $2 billion. Geffen this week confirmed his interest in the Times. He was not available for comment Friday.

Zell refused to comment Thursday at a speaking engagement at Stanford University in Palo Alto, Calif., on any plan to meet Geffen.
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