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Tribune Could Face Chandler Proxy Fight: WSJ

Tribune is preparing for its largest shareholder to mount a proxy fight for additional seats on the company's board to seek more power in deliberations over the company's future, The Wall Street Journal reported on Friday.

The newspaper quoted a person familiar with the company's thinking as saying such a contest is likely if Tribune's board does not pursue a transaction to the Chandler family's liking.

The Chandlers have three seats on Tribune's 11-member board and could use a proxy contest to win two more, the Journal said. Two directors plan to retire, the paper said.

Tribune , which publishes the Los Angeles Times and owns about two-dozen television stations and the Chicago Cubs baseball team, may sell itself whole or in parts as it tries to placate disgruntled shareholders.

The Chandlers have reminded Tribune of a Feb. 8 deadline for nominees to the board, according to a person familiar with the discussions, the paper reported. The family hopes the company will extend the deadline as a way to keep its options open, it also reported.

Tribune's annual meeting is set for May 9 in Chicago.

The Chandlers have proposed taking Tribune's newspaper business private and spinning off the broadcasting business. It values Tribune at $7.6 billion based on $31.70 a share.

The Chandlers have felt hamstrung by Tribune's unwillingness to let them to approach private equity firms that signed confidentiality agreements with Tribune but have not bid for the company, the Journal reported.

The family believes it could raise its bid if it were allowed to pursue additional funding, it said.

The Chandlers also are uncomfortable with a proposal by Los Angeles billionaires Ron Burkle and Eli Broad, according to a person familiar with the matter, the Journal said.

That group offered $34 a share, made up of a $27 per-share dividend and equity valued at $7 per share, according to a source.

A Tribune spokesman and a representative for the Chandler family were not immediately available for comment.