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Trib files brief opposing MediaNews

Managers say new owner knew deal came with strings

Sale of the Salt Lake Tribune - Read Deseret News' archive stories and see related links about the sale of the Tribune.

MediaNews Group knew "full well" what strings were attached to a purchase of the Salt Lake Tribune when the company bought the newspaper on Jan. 2, attorneys for the Tribune's managers said in a brief filed Monday in the 10th Circuit Court of Appeals in Denver.

MediaNews is seeking a stay of U.S. District Judge Tena Campbell's Feb. 22 preliminary injunction, which concluded the company overstepped its ownership rights in some of the changes it made to the joint operating agreement the Tribune shares with the Deseret News.

Campbell told MediaNews it was improper to remove Tribune publisher Dominic Welch and chief operating officer Randy Frisch from the board of the Newspaper Agency Corp. and replace them with MediaNews representatives.

MediaNews attorneys argue that Campbell's ruling allows the managers to "take action contrary to the wishes of its principal," or owner, MediaNews.

But the managers argue that an option and management agreement protects their rights to run the day-to-day operations of the paper now and purchase the paper in the summer of 2002.

"(MediaNews Group) seeks to stay the injunction and to enshrine its contractual breaches as the status quo," the brief stated.

Shareholders in the management company are primarily the descendents of the late U.S. Sen. Thomas Kearns. The managers owned the newspaper before they agreed to a $731 million tax-free stock swap with Tele-Communi-cations Inc. in 1997.

AT&T Corp. acquired the newspaper when it merged with TCI in 1999 but always considered it a "non-strategic asset."

MediaNews purchased the newspaper from AT&T. The Tribune managers attempted to block that sale in December, arguing that it would risk the Tribune's "independent voice."

Campbell disagreed and denied that first request for a preliminary injunction.

But in her more recent ruling, Campbell found the management agreement ambiguous. Outside evidence from the Tribune managers and TCI officials tipped the balance in favor of the managers in Campbell's interpretation of the agreement.