The proposed takeover of Times Mirror Co. by Tribune Co. is more than a story of the relinquishing of a Los Angeles family heirloom to a hard-charging corporation from the Midwest.
At its core is something more personal and fundamental: a vehement, at times bitter, disagreement over the strategic direction of the company between two strong-willed executives equally confident that his way was best.
One was Mark Willes, who since his appointment five years ago as chairman and chief executive had deliberately restored the company's newspapers, including The Times, to their traditional place as the focus of Times Mirror after a series of what he considered ill-considered investments by the previous management in new technologies and other ventures.
The other was Thomas Unterman, the company's former general counsel and chief financial officer, a fervent believer that the company's future lay in high technology and new media.
Unterman's ambitions were thwarted at Times Mirror, where he gave up his executive position Jan. 1, but in the end he prevailed.
As the Chandler family advisor who played a key behind-the-scenes role in bringing the family together with Tribune, Unterman will receive not only a coveted seat on the Tribune board as a Chandler nominee, but an investment advisory fee of more than $2 million.
That fee has triggered recriminations in the corporate suites of Times Mirror, whose executives are dumbfounded that a longtime colleague could have enriched himself while playing such a major role in selling off the company. Unterman said his actions were entirely proper.
But that is only one of the ironies behind the merger. There is also the story of the Chandler trusts. For decades these family documents were viewed as ironclad directives prohibiting the family from selling their legacy, the West's most powerful newspaper. But it turned out they prohibited nothing of the kind, and Willes' mistaken assumption left him almost powerless to halt a deal that was presented to him scarcely two weeks ago as a fait accompli.
Tribune, a Chicago-based media company whose assets include the Chicago Tribune and KTLA Channel 5, announced Monday it was acquiring Times Mirror in a stock and cash deal. Based on Tuesday's closing prices, the deal is valued at $6.1 billion.
Tribune Made First Overture to Willes
