Strong words from financial analyst Jim Cramer at The Street.com about the pending Tribune Company sale. Make that red flags and warning sirens:

You have to feel terrible about what's about to happen to the Tribune employees. I think they're about to lose everything. This whole $34 bid to take the company private depends on them, in their Aug. 21 vote. Sam Zell has very little skin in the game, given his war chest, and these employees have everything in the game.

The hysterical thing about this particular employee stock ownership plan is that 25 years ago at Harvard Law School we studied the disgrace of the Carter Hawley Hale deal. That was another ESOP takeover, this time with a retailer, done as a defense to takeover -- and everybody got wiped out. The winner was Sam Zell, who bought the retailer's property after the wipeout....

The astonishing decline in cash flow -- 27% down -- at the Los Angeles Times just tells you this deal will be a huge catastrophe for a lot of people who can't afford it.

Doesn't he know that ads on the front page will reverse the collapse and make everything better?