Gannett CoInc. lashed out at Tribune Publishing Co. for its for the company.

Responding to Tribune's May 4 letter rejecting the$12.25-per-share offer, Gannett said that the comparable trading values andcomparable acquisition multiples, which Tribune used to call Gannett's offertoo low, are based on "inappropriate selections of public companies andtransactions."

Gannett asked Tribune to explain to its shareholders how theoffer is low when Tribune in February issued shares to its Chairman MichaelFerro Jr. at $8.50 per share. Gannett said that the rejection reaffirms itsconcerns that Tribune "never intended to engage with us."

Gannett also urged Tribune stockholders to"withhold" votes at their annual shareholders meeting to compelTribune's board into engaging in talks with Gannett.

Methuselah Advisors is acting as the exclusive financialadviser, and Skadden Arps Slate Meagher & Flom LLP is serving as legalcounsel.