TRB Tribune

EXPLANATORY NOTE

      This Post-Effective Amendment relates to the following Registration Statements, as each may have been amended from time to time, filed on Form S-8 (collectively the “ Registration Statements ”):

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      Pursuant to the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of April 1, 2007, by and among Tribune Company (“ Tribune ”), GreatBanc Trust Company, not in its individual or corporate capacity but solely as trustee of the Tribune Employee Stock Ownership Trust, which forms a part of the Tribune Employee Stock Ownership Plan (the “ ESOP ”), Tesop Corporation (“ Merger Sub ”), a Delaware corporation, and, for limited purposes, EGI-TRB, L.L.C., a Delaware limited liability company, Merger Sub merged with and into Tribune, with Tribune as the surviving corporation (the “ Merger ”). The Merger became effective on December 20, 2007 (the “ Effective Time ”). At the Effective Time, each outstanding share of Tribune Common Stock, other than shares held by Tribune, the ESOP or Merger Sub immediately prior to the Effective Time (in each case, other than shares held on behalf of third parties) and shares held by shareholders who validly exercised appraisal rights, was cancelled and automatically converted into the right to receive $34.00, without interest and less any applicable withholding taxes. As a result of the Merger, Tribune became wholly owned by the ESOP. On December 20, 2007, Tribune filed a certification and notice of termination on Form 15 with respect to the Tribune Common Stock.

      At the Effective Time, each option to purchase shares of Tribune Common Stock granted under the employee and director stock plans of Tribune or of the former Times Mirror Company, whether vested or unvested, that was outstanding immediately prior to the Effective Time, became fully vested and was converted into the right to receive an amount in cash equal to the product of (x) the total number of shares of Tribune Common Stock subject to such stock option and (y) the excess, if any, of the amount of $34.00 over the exercise price per share of Tribune Common Stock subject to such stock option, with the aggregate amount of such payment rounded to the nearest cent, less such amounts as are required to be withheld or deducted under tax laws.

      In addition, at the Effective Time, each right of any kind, contingent or accrued, to receive shares of Tribune Common Stock or benefits measured in whole or in part by the value of a number of shares of Tribune Common Stock granted under the employee and director stock plans of Tribune or of the former Times Mirror Company or other Tribune benefit plan, including shares of restricted stock, restricted stock units, phantom units, deferred stock units, stock equivalents and dividend equivalents (each, a “ Company Stock-Based Award ”), whether vested or unvested, which was outstanding immediately prior to the Effective Time ceased to represent a right or award with respect to shares of Tribune Common Stock, and became fully vested and entitles the holder thereof to receive, $34.00 in respect of each share of Tribune Common Stock underlying a particular Company Stock-Based Award, less such amounts as are required to be withheld or deducted under tax laws.

      As a result of the Merger, Tribune has terminated all offerings of shares of Tribune Common Stock pursuant to the Registration Statements. In accordance with the undertaking

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made by Tribune in the Registration Statements to remove by means of a post-effective amendment any of its securities being registered under the Registration Statements which remain unsold at the termination of the offering, the Registrant hereby de-registers (1) any and all shares of Common Stock originally reserved for issuance under the plans covered by the Registration Statements and registered under the Registration Statements, which remain unissued at the Effective Time and (2) any and all deferred obligations registered under the Registration Statements, which remain unpaid as of the Effective Time.

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