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As a newspaper friend in Los Angeles writes, "I've been waiting for this shoe to drop."
This week the bitching about Sam Zell moved out of the blogosphere and into the courtroom. A Pulitzer-winning columnist for the LA Times and four former Times writers filed a class-action suit against Zell and the Tribune Company he runs. "Rather than acquire and operate the Tribune Company in the best interests of its employee-owners," the suit begins, "Sam Zell exacted severe, long-lasting damage to an institution that citizens in a democracy rely on and require to effectively speak truth to power."
The suit accuses Zell and "his accessories" on the Tribune Company board of threatening to destroy the company and the newspapers it own, "doing so illegally, without consideration for the employee-owners, without respect for the institution, and with a focus on liquidating company assets to line their own pockets." And according to plan -- for the suit says Zell took the company private "with the intention of breaking up and selling the assets because he saw a collection of assets worth billions of dollars that he could purchase . . . with a minimal outlay of his own money."
The ingeniously structured deal by which Zell took over the company last year made its employees, in the guise of a Tribune ESOP (Employee Stock Ownership Plan), its nominal owners. "The deal included borrowing billions against the assets -- the Tribune Company's debt went from less than $4 billion to nearly $13 billion overnight," says the suit. "Zell took over a highly valuable Company, imposed on it the most encumbered balance sheet in the newspaper industry, and avoided any real personal risk or responsibility, all while enjoying the benefits of a tremendously valuable tax structure and letting employee 'owners' bear the damaging consequences going forward."
The immediate consequences, according to a news release from the plaintiffs, are that "Zell has de-funded employees' retirement packages, raided the employee pension fund for more than $400 million, and eliminated more than a thousand Tribune Co. jobs. Meanwhile, Zell and his band of publishing rookies are wrecking the company's marquee properties," the Times and the Chicago Tribune among them."Without the staggering debt load from the Zell deal, the Los Angeles Times would be solidly profitable today -- without eviscerating news gathering operations."
The suit alleges that Zell breached his fiduciary duty to administer the Tribune ESOP "solely in the interests of the employee-owners" by orchestrating an "imprudent purchase" of the company at an extravagant price. As a consequence, "Zell redirected the Company's operations from running newspapers to servicing the new debt." (The emphasis is the suit's.) As the news release puts it, "Employees were never asked if they wanted to own Tribune Company. They had no opportunity to question the wisdom of saddling a media company with $13 billion in debt at a time when the industry faces serious challenges. Even though they are nominally the owners, they have no voice on the company's board and no say in its management."
The named plaintiffs are Dan Neil, who's won a Pulitzer writing his auto column for the Times; and former Times writers Corie Brown, Walter Roche Jr., Myron Levin, Henry Weinstein (a former legal affairs writer who now teaches law), and Jack Nelson (who used to be the paper's Washington bureau chief). They say their only goals are to protect the company's pension and retirement funds, remove Zell and all other members from the Tribune Company board, and put a representative of the employees on that board.
It's no surprise that this suit originated at the Los Angeles Times and focuses on the perceived degradation of the Times. That city and that paper have always found Chicago and Zell hard to swallow. If his hometown has cut Zell some slack as possibly the Tribune's last hope, to LA he's simply a rich outsider contemptuous of the business he bought entry to.
Here's a PDF of the entire lawsuit.
And here's Zell's response to the lawsuit, issued Wednesday afternoon by the Tribune Company: