<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Pulitzer Inc.
---------------------------
(Name of Issuer)
Common Stock (issuable upon conversion of Class B Common Stock)
---------------------------------------------------------------
(Title of Class of Securities)
745769109
-----------
(CUSIP Number)
Richard A. Palmer, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 318-3000
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 18, 1999
---------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of
Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all
exhibits. See Section 240.13d-7 for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
<PAGE> 2
SCHEDULE 13D
[ CUSIP NO. 745769109 ] [ PAGE 2 OF 49 PAGES ]
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pulitzer Inc. 1999 Voting Trust
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 13,573,126
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,573,126
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 3 OF 49 PAGES ]
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Emily Rauh Pulitzer, James V. Maloney and William Bush, as Trustees of the
Trust created by Joseph Pulitzer, Jr. under Indenture of Trust, dated
June 12, 1974, as amended on October 20, 1992 (Trust A)
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 10,560
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,560
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,560
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
<PAGE> 4
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 4 OF 49 PAGES ]
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Emily Rauh Pulitzer, James V. Maloney and William Bush, as Trustees of
the Trust created by Joseph Pulitzer, Jr. under Indenture of Trust, dated
June 12, 1974, as amended on October 20, 1992 (Trust B)
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,929,733
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 675,259
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,560,110
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,929,733
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
<PAGE> 5
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 5 OF 49 PAGES ]
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Emily Rauh Pulitzer, as Trustee of the Pulitzer Family Trust
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 330,260
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 37,641
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,560,110
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,260
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
<PAGE> 6
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 6 of 49 pages ]
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Emily Rauh Pulitzer, Voting Trustee, Individually and as Trustee of
various Trusts
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 13,573,126
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 754,014
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,570,670
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,573,126
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
<PAGE> 7
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 7 of 49 pages ]
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael E. Pulitzer, Voting Trustee and as Trustee of various Trusts and
a Foundation
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 13,573,126
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 712,900
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,597,890
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,573,126
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
<PAGE> 8
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 8 of 49 pages ]
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ronald H. Ridgway, Voting Trustee
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 13,573,126
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,573,126
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
<PAGE> 9
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 9 of 49 pages ]
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert C. Woodworth, Voting Trustee
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 13,573,126
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,573,126
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
<PAGE> 10
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 10 of 49 pages ]
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cole C. Campbell, Voting Trustee
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 13,573,126
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,573,126
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
<PAGE> 11
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 11 of 49 pages ]
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David E. Moore, Voting Trustee, Individually and as Trustee of various
Trusts and Foundations
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,695
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 13,573,126
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,364,131
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,560,110
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,574,821
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
<PAGE> 12
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 12 of 49 pages ]
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David E. Moore, Trustee of David E. Moore Grantor Retained Annuity Trust,
dated February 5, 1998
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 651,231
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 651,231
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
651,231
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
<PAGE> 13
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 13 of 49 pages ]
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Ceil and Michael E. Pulitzer Foundation, Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 37,780
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 37,780
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,780
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- -------------------------------------------------------------------------------
<PAGE> 14
SCHEDULE
[ CUSIP NO. 745769 10 9 ] [ PAGE 14 of 49 pages ]
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael E. Pulitzer, as Trustee U/A, dated March 22, 1982, F/B/O Michael
E. Pulitzer
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,391,683
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 712,900
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,560,110
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,391,683
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
<PAGE> 15
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 15 of 49 pages ]
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard A. Palmer, as Trustee U/A, dated August 16, 1983,
F/B/O Michael E. Pulitzer
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 46,170
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 46,170
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,170
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
<PAGE> 16
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 16 of 49 pages ]
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William Bush and Richard A. Palmer, as Trustees U/I,
dated November 3, 1987, F/B/O Bianca Pulitzer
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,132
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 9,132
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,132
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
<PAGE> 17
SCHEDULE 13D
[CUSIP NO. 745769 10 9] [Page 17 of 49 pages]
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William Bush and James V. Maloney, as Trustees of the Bianca Pulitzer
1998 Family Trust U/I, dated February 9, 1998
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,187
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,187
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,187
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
<PAGE> 18
SCHEDULE 13D
[CUSIP NO. 745769 10 9] [Page 18 of 49 pages]
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William Bush and Richard A. Palmer, as Trustees U/I, dated
November 3, 1987, F/B/O Elinor Pulitzer
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 8,427
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,427
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,427
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
<PAGE> 19
SCHEDULE 13D
[CUSIP NO. 745769 10 9] [Page 19 of 49 pages]
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William Bush and Richard A. Palmer, as Trustees U/I, dated
November 3, 1987 F/B/O, Elkhanah Pulitzer
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,132
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 9,132
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,132
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
<PAGE> 20
SCHEDULE 13D
[CUSIP NO. 745769 10 9] [Page 20 of 49 pages]
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William Bush and James V. Maloney, as Trustees of the Elkhanah
Pulitzer 1998 Family Trust U/I, dated February 9, 1998
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,187
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,187
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,187
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
<PAGE> 21
SCHEDULE 13D
[CUSIP NO. 745769 10 9] [Page 21 of 49 pages]
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William Bush and Richard A. Palmer, as Trustees U/I, dated November
3, 1987, F/B/O Joseph Pulitzer V
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 8,427
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,427
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,427
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
<PAGE> 22
SCHEDULE 13D
[CUSIP NO. 745769 10 9] [Page 22 of 49 pages]
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William Bush and Richard A. Palmer, as Trustees U/I, dated
January 14, 1988, F/B/O Theodosia Cochrane Pulitzer
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,094
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,094
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,094
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
<PAGE> 23
SCHEDULE 13D
[CUSIP NO. 745769 10 9] [Page 23 of 49 pages]
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William Bush and Richard A. Palmer, as Trustees U/I, dated
January 14, 1988, F/B/O Michael E. Pulitzer III
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,094
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,094
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,094
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
<PAGE> 24
SCHEDULE 13D
[CUSIP NO. 745769 10 9] [Page 24 of 49 pages]
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William Bush and Richard A. Palmer, as Trustees U/I, dated January
14, 1988, F/B/O Philip Sherwood Pulitzer
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,094
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,094
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,094
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
<PAGE> 25
SCHEDULE 13D
[CUSIP NO. 745769 10 9] [Page 25 of 49 pages]
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William Bush and Richard A. Palmer, as Trustees U/I,
dated January 14, 1988, F/B/O Samuel Pulitzer
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,369
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,369
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,369
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
<PAGE> 26
SCHEDULE 13D
- --------------------------------- --------------------------
CUSIP NO. 745769 10 9 Page 26 of 49 pages
- --------------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William Bush and Richard A. Palmer, as Trustees U/I,
dated January 14, 1988, F/B/O Sarah G. Pulitzer
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,369
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,369
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,369
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
<PAGE> 27
SCHEDULE 13D
- --------------------------------- --------------------------
CUSIP NO. 745769 10 9 Page 27 of 49 pages
- --------------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William Bush and Richard A. Palmer, as Trustees U/I,
dated May 4, 1990, F/B/O Shelton Campbell Voges III
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,408
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,408
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,408
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
<PAGE> 28
SCHEDULE 13D
- --------------------------------- --------------------------
CUSIP NO. 745769 10 9 Page 28 of 49 pages
- --------------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William Bush and Richard A. Palmer, as Trustees U/I, dated
October 19, 1990, F/B/O Clarissa Reed Dore Golding
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,408
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,408
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,408
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
<PAGE> 29
SCHEDULE 13D
- --------------------------------- --------------------------
CUSIP NO. 745769 10 9 PAGE 29 OF 49 PAGES
- --------------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William Bush and Richard A. Palmer, as Trustees U/I, dated March 12,
1996, F/B/O Harrison Stell Golding
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,180
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,180
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
<PAGE> 30
SCHEDULE 13D
- --------------------------------- --------------------------
CUSIP NO. 745769 10 9 PAGE 30 of 49 pages
- --------------------------------- --------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William Bush and Richard A. Palmer, as Trustees U/I,
dated October 21, 1993, F/B/O Grayson Carroll Voges
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,649
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,649
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,649
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than .1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- --------------------------------------------------------------------------------
<PAGE> 31
SCHEDULE 13D
- ------------------------------- ----------------------------
CUSIP NO. 745769109 PAGE 31 of 49 pages
- ------------------------------- ----------------------------
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this Schedule
relates is Common Stock, $.01 par value per share (the "Common Stock"),
of Pulitzer Inc., a Delaware corporation (the"Company"), issuable upon
the conversion of the Class B Common Stock, $.01 par value per share
(the "Class B Common Stock"), of the Company. The principal executive
offices of the Company are located at 900 North Tucker Boulevard, St.
Louis, Missouri 63101.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule is being filed by a voting trust (the "Voting Trust"),
its trustees and parties to the agreement relating thereto
(collectively referred to as the "Filing Group"). The members of the
Filing Group are filing this Schedule as they may be deemed to be a
"group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Except as
expressly otherwise set forth in this Schedule, each member of the
Filing Group disclaims beneficial ownership of the shares of Class B
Common Stock beneficially owned by any other member of the Filing
Group or any other person.
This Schedule is also being filed by certain members of the Filing
Group who are parties to an agreement which relates to the disposition
of shares of the Company's Common Stock and Class B Common Stock. Thus
such persons may also be deemed a "group" within the meaning of the
Exchange Act although they expressly disclaim beneficial shares owned
by any other person.
The name, residence or business address, present principal occupation
or employment, the name, principal place of business and address of
any corporation or other organization in which such employment is
carried on, and citizenship of each member of the Filing Group is set
forth in Appendix I hereto, which Appendix is incorporated herein by
reference.
During the last 5 years, none of the persons listed in Appendix I (i)
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation of such laws.
Information with respect to each member of the Filing Group is given
solely by such trustee or beneficiary, and no member of the Filing
Group has responsibility for the accuracy or completeness of the
information supplied by another member.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to transactions described more fully in Item 4, each member of
the Filing Group received one share of Pulitzer Inc. Common Stock for
each share of Pulitzer Publishing Company ("Pulitzer Publishing")
Common Stock held and one share of Pulitzer Inc. Class B Common Stock
for each share of Pulitzer Publishing Class B Common Stock held.
<PAGE> 32
SCHEDULE 13D
- ------------------------------- ----------------------------
CUSIP NO. 745769109 PAGE 32 of 49 pages
- ------------------------------- ----------------------------
ITEM 4. PURPOSE OF TRANSACTION.
On March 18, 1999, Pulitzer Publishing completed the spin-off of its
newspaper publishing and related new media business assets to the
Company. Pulitzer Publishing then distributed all the shares of capital
stock of the Company to its shareholders and was subsequently merged
with and into Hearst-Argyle Television, Inc. ("Hearst-Argyle"). As a
result of the spin-off and merger, former Pulitzer Publishing
stockholders received one share of the Company's Common Stock for each
share of Pulitzer Publishing Common Stock held and one share of the
Company's Class B Common Stock for each share of Pulitzer Publishing
Class B Common Stock held. All the members of the Filing Group had
deposited their shares of Pulitzer Publishing Class B Common Stock in a
voting trust pursuant to a voting trust agreement dated June 19, 1995
(the "1995 Voting Trust Agreement") which was terminated on March 18,
1999. The Filing Group deposited their shares of the Company's Class B
Common Stock into a voting trust (the "1999 Voting Trust") pursuant to
a voting trust agreement, dated March 18, 1999 (the "1999 Voting Trust
Agreement") attached hereto as Exhibit 1.
In connection with Pulitzer Publishing's request for a private letter
ruling from the IRS regarding the spin-off, Marital Trust B U/I Joseph
Pulitzer, Jr. dated 6/12/74, as amended 10/20/92 ("Marital Trust B"),
Pulitzer Family Trust, Trust dated 3/22/82 FBO Michael E. Pulitzer (the
"MEP Trust") and David E. Moore (each a "Signatory" and collectively
the "Signatories") entered into a letter agreement, dated October 23,
1998 (the "Agreement"), under which, among other things, the
Signatories agreed to certain limitations on his, her or its ability to
dispose of shares of the Company (Emily Rauh Pulitzer is a trustee of
Marital Trust B and the Pulitzer Family Trust and Michael E. Pulitzer
is a trustee of the MEP Trust). The Agreement provides that, for one
year following the spin-off and merger, each Signatory may only dispose
of the Company's Common Stock and Class B Common Stock in certain
limited circumstances. Any sales of the Company's Common Stock must be
made simultaneously and proportionately with sales of Series A Common
Stock of Hearst-Argyle. Furthermore, each Signatory may not dispose of
more than 3.15% of the Company's outstanding Common Stock and Class B
Common Stock, unless otherwise agreed in writing by the other
Signatories, and the Signatories, collectively may not dispose of more
than 9.5% of the Company's outstanding Common Stock and Class B Common
Stock. A copy of the Agreement is attached hereto as Exhibit 3.
In connection with the spin-off, Emily Rauh Pulitzer, Michael E.
Pulitzer and David E. Moore (the "5% Holders") entered into an
agreement with the Company whereby, subject to the provisions thereof,
the 5% Holders may request that the Company register with the
Securities and Exchange Commission shares of the Company issued to the
5% Holders in connection with the spin-off (the "Registration Rights
Agreement"). A copy of the Registration Rights Agreement is attached
hereto as Exhibit 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of March 18, 1999, there were issued and outstanding 14,339,284
shares of Class B Common Stock, which are convertible on a one-for-one
basis into shares of Common Stock. The Voting Trust may be deemed to
be the beneficial owner of 13,573,126 shares of Class B Common Stock,
having 89.5% of the combined voting power of the Class B Common Stock
and Common Stock. Assuming conversion of all Class B Common Stock into
Common Stock, the shares of Class B Common Stock held by the Voting
Trust would represent approximately 60.0% of the outstanding shares of
Common Stock. Because each of the trustees currently shares voting
power with regard to matters other than any proposal for a merger,
consolidation, recapitalization or dissolution of the Company or
disposition of all or substantially all of its assets, the calling of a
special meeting of stockholders and the removal of directors, each
trustee may also be deemed to be the beneficial owner of all such Class
B Common Stock for purposes of this Amendment. Pursuant to Rule 13d-4
of the Exchange Act, each such trustee disclaims such beneficial
ownership of any shares of Class B Common Stock or Common Stock
attributable to him solely by reason of his position as trustee.
Michael E. Pulitzer beneficially owns 13,573,126 shares of Class B
Common Stock, which, assuming conversion, constitutes approximately
60.0% of the outstanding shares of Common Stock.
Emily Rauh Pulitzer beneficially owns 13,573,126 shares of Class B
Common Stock which, assuming conversion, constitutes approximately
60.0% of the outstanding shares of Common Stock.
David E. Moore beneficially owns 13,574,821 shares of Class B Common
Stock, which, assuming conversion, constitutes approximately 60.0% of
the outstanding shares of Common Stock.
Marital Trust B beneficially owns 5,929,733 shares of Class B Common
Stock, which, assuming conversion, constitutes approximately 26.2% of
the outstanding shares of Common Stock.
Pulitzer Family Trust beneficially owns 330,260 shares of Class B
Common Stock, which, assuming conversion, constitutes approximately
1.5% of the outstanding shares of Common Stock.
<PAGE> 33
SCHEDULE 13D
- ------------------------------- ----------------------------
CUSIP NO. 745769109 PAGE 33 of 49 pages
- ------------------------------- ----------------------------
The MEP Trust beneficially owns 3,391,683 shares of Class B Common
Stock, which, assuming conversion, constitutes approximately 15.0% of
the outstanding shares of Common Stock.
The Signatories together beneficially own 13,574,821 shares of Class B
Common Stock, which, assuming conversion, constitutes approximately
60.0% of the outstanding shares of Common Stock.
Each of the Signatories disclaims beneficial ownership of any and all
shares of Class B Common Stock beneficially owned by any of the other
Signatories. However, the Signatories may nevertheless be deemed to
constitute a group by reason of their being party to the agreements set
forth in Item 4.
(b) Mr. Pulitzer has the sole power to dispose of or direct the disposition
of 712,900 shares of Class B Common Stock held by the MEP Trust. By
virtue of the Agreement, Mr. Pulitzer shares with the Signatories
Holders the power to dispose of or direct the disposition of (i)
2,678,783 shares held by the MEP Trust, (ii) 5,254,474 shares of Class
B Common Stock held by Marital Trust B, (iii) 292,619 shares of Class B
Common Stock held by the Pulitzer Family Trust and (iv) 1,695 shares of
Common Stock and 2,332,538 shares of Class B Common Stock held by David
E. Moore directly. Furthermore, Mr. Pulitzer shares the power to
dispose of, or direct the disposition of 37,780 shares held in the Ceil
and Michael E. Pulitzer Foundation, Inc. (the "Foundation") with Ceil
Pulitzer, as trustees.
Ms. Pulitzer has the sole power to dispose of or to direct the
disposition of (i) 675,259 shares held by Marital Trust B, (ii) 37,641
shares held by the Pulitzer Family Trust and (iii) 41,114 shares of
Class B Common Stock which she holds directly. By virtue of the
Agreement, Ms. Pulitzer shares with the Signatories the power to
dispose of or direct the disposition of (i) the 5,254,474 shares held
by Marital Trust B, (ii) 2,678,783 shares held by MEP Trust, (iii)
292,619 shares held by the Pulitzer Family Trust and (iv) 1,695 shares
of Common Stock and 2,332,538 shares of Class B Common Stock held by
David E. Moore directly. Furthermore, Ms. Pulitzer shares the power to
dispose of, or to direct the disposition of, 10,560 shares of Class B
Common Stock held by Marital Trust A U/I Joseph Pulitzer, Jr. dated
6/12/74, as amended 10/12/92 ("Marital Trust A") with James V. Maloney
and William Bush, successor trustees of Marital Trust A.
Mr. Moore has the sole power to vote or direct the vote of, and to
dispose of or direct the disposition of, 1,695 shares of Common Stock
he holds directly. Mr. Moore also has the sole power to dispose of or
direct the disposition of 712,900 shares of Class B Common Stock which
he holds directly. By virtue of the Agreement, Mr. Moore shares with
the Signatories the power to dispose of or direct the disposition of,
(i) 5,254,474 shares held by Marital Trust B, (ii) 292,619 shares
held by the Pulitzer Family Trust, (iii) 2,678,783 shares held by the
MEP Trust and (iv) 1,695 shares of Common Stock and 2,332,538
shares of Class B Common Stock which he holds directly. Furthermore,
Mr. Moore has the sole power to dispose of, or direct the disposition
of, 651,231 shares of Class B Common Stock held by the David E. Moore
1998 Grantor Retained Annuity Trust dated February 5, 1998 (the "DEM
Trust") of which he is the sole trustee.
(c) Apart from the receipt of shares of the Company's Common Stock and
Class B Common Stock pursuant to transactions described in Item 4, no
5% Holder or other Signatory has engaged in any transaction of shares
of any class of Common Stock of the Company during the past 60 days.
(d) With respect to the shares held by the MEP Trust and the Foundation no
person other than the MEP Trust, the Foundation, and the respective
trustees and beneficiaries thereof have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Class B Common Stock beneficially owned by such
trusts (Mr. Pulitzer is also a beneficial owner of the shares held by
such trusts).
With respect to the shares held directly by Emily Rauh Pulitzer, no
person other than Ms. Pulitzer has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Class B Common Stock beneficially owned by Ms. Pulitzer.
With respect to the shares held by Marital Trust A, Marital Trust B and
the Pulitzer Family Trust, only such respective trusts and the trustees
and beneficiaries thereof have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Class B Common Stock beneficially owned by such trusts
(Ms. Pulitzer is also a beneficiary of the shares held by such trusts.)
With respect to the shares held directly by David E. Moore, no person
other than Mr. Moore has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the
shares of Class B Common Stock beneficially owned by Mr. Moore. With
respect to the shares held by the DEM Trust, no person other than the
DEM Trust and the trustees and beneficiaries thereof have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Class B Common Stock
beneficially owned by such trust (Mr. Moore is also a beneficiary of
the shares held by such trust).
(e) Inapplicable.
<PAGE> 34
SCHEDULE 13D
- ------------------------------- ----------------------------
CUSIP NO. 745769109 PAGE 34 of 49 pages
- ------------------------------- ----------------------------
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
All of the members of the Filing Group have entered into an agreement,
dated as of March 18, 1999, providing for the creation of the Voting
Trust (the "1999 Voting Trust Agreement"), pursuant to which each of
such persons has deposited the shares of Class B Common Stock owned by
that person into the Voting Trust and has received or will receive from
the Voting Trust one or more certificates (each, a "Voting Trust
Certificate") evidencing that persons interest in the shares so
deposited. The trustees of the Voting Trust generally have all voting
rights with respect to the shares of Class B Common Stock subject to
the Voting Trust; however, in connection with certain matters,
including any proposal for a merger, consolidation, recapitalization or
dissolution of the Company or disposition of all or substantially all
of its assets, the calling of a special meeting of stockholders and the
removal of directors, the trustees may not vote the shares deposited in
the Voting Trust, except in accordance with written instructions from
the holders of the Voting Trust Certificates. The 1999 Voting Trust
Agreement is attached hereto as Exhibit 1.
In connection with Pulitzer Publishing's request for a private letter
ruling from the IRS regarding the spin-off, the Signatories entered
into the Agreement, under which, among other things, each Signatory
agreed to certain limitations on his, her or its ability to dispose of
shares of the Company. In connection with the spin-off, the 5% Holders
entered into the Registration Rights Agreement, whereby subject to the
provisions thereof, the 5% Holders may request that the Company
register with the Securities and Exchange Commission shares of the
Company issued to the 5% Holders in connection with the spin-off.
Copies of the Agreement and the Registration Rights Agreement are
attached hereto as Exhibits 3 and 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 1999 Voting Trust Agreement
Exhibit 2 Power of Attorney (Contained in Exhibit 1)
Exhibit 3 Letter Agreement, dated October 23, 1998, by and among
Marital Trust B U/I Joseph Pulitzer Jr. dated 06/12/74, as
amended 10/20/92, Pulitzer Family Trust, Trust dated
03/22/82 FBO Michael E. Pulitzer and David E. Moore
Exhibit 4 Registration Rights Agreement, dated March 18, 1999, by and
among Pulitzer Inc., Emily Rauh Pulitzer, Michael E.
Pulitzer and David E. Moore
-----------------
<PAGE> 35
SCHEDULE 13D
- ------------------------------- ----------------------------
CUSIP No. 745769 10 9 Page 35 of 49 pages
- ------------------------------- ----------------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Voting Trustees:
Voting Trust under Voting Trust Agreement, dated as
of March 18, 1999
By: /s/ Ronald H. Ridgway
------------------------------------------------
Ronald H. Ridgway,
Voting Trustee
Voting Trustees:
---------------
/s/ Cole C. Campbell
----------------------------------------------------
Cole C. Campbell
/s/ Margaret J. Warner
----------------------------------------------------
Margaret J. Warner, Attorney in Fact for
David E. Moore
/s/ Emily Rauh Pulitzer
---------------------------------------------------
Emily Rauh Pulitzer
/s/ Michael E. Pulitzer
---------------------------------------------------
Michael E. Pulitzer
/s/ Ronald H. Ridgway
---------------------------------------------------
Ronald H. Ridgway
/s/ Robert C. Woodworth
---------------------------------------------------
Robert C. Woodworth
<PAGE> 36
SCHEDULE 13D
- ------------------------------- -----------------------------
CUSIP No. 745769 10 9 Page 36 of 49 pages
- ------------------------------- -----------------------------
Depositing Stockholders:
Trust created by Joseph Pulitzer, Jr. under Indenture
of Trust, dated June 12, 1974, as amended on October
20, 1992 (Trust A)
By: /s/ Ronald H. Ridgway
--------------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Emily Rauh Pulitzer, Trustee
By: /s/ Ronald H. Ridgway
--------------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
James V. Maloney, Trustee
By: /s/ Ronald H. Ridgway
--------------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
Trust created by Joseph Pulitzer, Jr. under Indenture
of Trust, dated June 12, 1974, as amended on October
20, 1992 (Trust B)
By: /s/ Ronald H. Ridgway
--------------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Emily Rauh Pulitzer, Trustee
By: /s/ Ronald H. Ridgway
--------------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
James V. Maloney, Trustee
By: /s/ Ronald H. Ridgway
--------------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
<PAGE> 37
SCHEDULE 13D
- --------------------------------- ------------------------------
CUSIP No. 745769 10 9 Page 37 of 49 pages
- --------------------------------- ------------------------------
Pulitzer Family Trust
By: /s/ Ronald H. Ridgway
----------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Emily Rauh Pulitzer, Trustee
/s/ Ronald H. Ridgway
-------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
David E. Moore
/s/ Ronald H. Ridgway
-------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Michael E. Pulitzer
By: /s/ Ronald H. Ridgway
---------------------------------------
Ronald H. Ridgway, Attorney in Fact for
David E. Moore, Trustee
The Ceil and Michael E. Pulitzer
Foundation, Inc.
By: /s/ Ronald H. Ridgway
----------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Michael E. Pulitzer, Trustee
/s/ Ronald H. Ridgway
--------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Joseph Pulitzer IV
<PAGE> 38
SCHEDULE
[ CUSIP NO. 745769 10 9 ] [ PAGE 38 of 49 pages ]
Michael E. Pulitzer, as Trustee U/A, dated March 22,
1982, F/B/O Michael E. Pulitzer
By: /s/ Ronald H. Ridgway
--------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Michael E. Pulitzer, Trustee
Richard A. Palmer, as Trustee U/A, dated August 16,
1983, F/B/O Michael E. Pulitzer
By: /s/ Ronald H. Ridgway
--------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Richard A. Palmer, Trustee
William Bush and Richard A. Palmer, as Trustees U/I,
dated November 3, 1987, F/B/O Bianca Pulitzer
By: /s/ Ronald H. Ridgway
--------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
--------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Richard A. Palmer, Trustee
William Bush and James V. Maloney, as Trustees of
the Bianca Pulitzer 1998 Family Trust U/I, dated
February 9, 1998
By: /s/ Ronald H. Ridgway
--------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
--------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
James V. Maloney, Trustee
<PAGE> 39
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 39 of 49 pages ]
William Bush and Richard A. Palmer as Trustees U/I,
dated November 3, 1987, F/B/O Elinor Pulitzer
By: /s/ Ronald H. Ridgway
--------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
--------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Richard A. Palmer, Trustee
William Bush and Richard A. Palmer, as Trustees U/I,
dated November 3, 1987, F/B/O Elkhanah Pulitzer
By: /s/ Ronald H. Ridgway
--------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
--------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Richard A. Palmer, Trustee
William Bush and James V. Maloney, as Trustees of
the Elkhanah Pulitzer 1998 Family Trust U/I, dated
February 9, 1998
By: /s/ Ronald H. Ridgway
--------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
--------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
James V. Maloney, Trustee
<PAGE> 40
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 40 of 49 pages ]
William Bush and Richard A. Palmer, as Trustees U/I,
dated November 3, 1987, F/B/O Joseph Pulitzer V
By: /s/ Ronald H. Ridgway
------------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
------------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Richard A. Palmer, Trustee
William Bush and Richard A. Palmer, as Trustees U/I,
dated January 14, 1988, F/B/O Theodosia Cochrane Pulitzer
By: /s/ Ronald H. Ridgway
------------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
------------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Richard A. Palmer, Trustee
William Bush and Richard A. Palmer, as Trustees U/I,
dated January 14, 1988, F/B/O Michael E. Pulitzer III
By: /s/ Ronald H. Ridgway
------------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
------------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Richard A. Palmer, Trustee
<PAGE> 41
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 41 of 49 pages ]
William Bush and Richard A. Palmer, as Trustees U/I,
dated January 14, 1988, F/B/O Philip Sherwood Pulitzer
By: /s/ Ronald H. Ridgway
----------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
----------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Richard A. Palmer, Trustee
William Bush and Richard A. Palmer, as Trustees U/I,
dated January 14, 1988, F/B/O Samuel Pulitzer
By: /s/ Ronald H. Ridgway
----------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
----------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Richard A. Palmer, Trustee
William Bush and Richard A. Palmer, as Trustees U/I,
dated January 14, 1988, F/B/O Sarah G. Pulitzer
By: /s/ Ronald H. Ridgway
----------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
----------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Richard A. Palmer, Trustee
<PAGE> 42
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 42 of 49 pages ]
William Bush and Richard A. Palmer, as Trustees U/I,
dated May 4, 1990, F/B/O Shelton Campbell Voges III
By: /s/ Ronald H. Ridgway
---------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
---------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Richard A. Palmer, Trustee
William Bush and Richard A. Palmer, as Trustees U/I,
dated October 19, 1990, F/B/O Clarissa Reed Dore Golding
By: /s/ Ronald H. Ridgway
---------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
---------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Richard A. Palmer, Trustee
William Bush and Richard A. Palmer, as Trustees U/I,
dated March 12, 1996, F/B/O Harrison Stell Golding
By: /s/ Ronald H. Ridgway
---------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
---------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Richard A. Palmer, Trustee
<PAGE> 43
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 43 OF 49 PAGES ]
William Bush and Richard A. Palmer, as Trustees U/I,
dated May 4, 1990, F/B/O Shelton Campbell Voges III
By: /s/ Ronald H. Ridgway
---------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
---------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Richard A. Palmer, Trustee
William Bush and Richard A. Palmer, as Trustees U/I,
dated October 19, 1990, F/B/O Clarissa Reed Dore Golding
By: /s/ Ronald H. Ridgway
---------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
---------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Richard A. Palmer, Trustee
William Bush and Richard A. Palmer, as Trustees U/I,
dated March 12, 1996, F/B/O Harrison Stell Golding
By: /s/ Ronald H. Ridgway
---------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
---------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Richard A. Palmer, Trustee
<PAGE> 44
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 44 OF 49 PAGES ]
William Bush and Richard A. Palmer, as Trustees U/I,
dated October 21, 1993, F/B/O Grayson Carroll Voges
By: /s/ Ronald. H. Ridgway
------------------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
William Bush, Trustee
By: /s/ Ronald H. Ridgway
------------------------------------------------------
Ronald H. Ridgway, Attorney in Fact for
Richard A. Palmer, Trustee
<PAGE> 45
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 45 OF 49 PAGES ]
APPENDIX I - VOTING TRUST
The name, residence or business address and present principal occupation
or employment, and the name, place of business and address of any corporation
or other organization in which such employment is carried on, of each member of
the Filing Group, is set forth below. Except as otherwise indicated, the
business address of each of such persons is 900 North Tucker Boulevard, St.
Louis, Missouri 63101. Each individual listed below is a citizen of the United
States.
<TABLE>
<CAPTION>
Name and Residence Present Principal
or Business Address Occupation or Employment
- ------------------- ------------------------
<S> <C>
Michael E. Pulitzer Chairman of the Board
President and Chief Executive
Officer of the Company
Ronald H. Ridgway Senior Vice President-
Finance of the Company
Cole C. Campbell Editor of the St. Louis Post-Dispatch
David E. Moore
8 Bird Lane Retired Journalist
Rye, New York 10580
Emily Rauh Pulitzer
4903 Pershing
St. Louis, MO 63108 Art Historian
</TABLE>
<PAGE> 46
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 46 OF 49 PAGES ]
<TABLE>
<CAPTION>
Name and Residence Present Principal
or Business Address Occupation or Employment
- ------------------- ------------------------
<S> <C>
William Bush and Richard A. Palmer*
as Trustees U/I, dated 10/19/90 F/B/O
Clarissa Reed Dore Golding
</TABLE>
<PAGE> 47
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 47 OF 49 PAGES ]
<TABLE>
<CAPTION>
Name and Residence Present Principal
or Business Address Occupation or Employment
- ------------------- ------------------------
<S> <C>
Richard A. Palmer,* Tr. U/A dtd 8/16/83
F/B/O Michael E. Pulitzer
William Bush and Richard A. Palmer,*
as Trustees U/I dated 11/3/87 F/B/O
Bianca Pulitzer
William Bush and Richard A. Palmer,*
as Trustees U/I dated 11/3/87 F/B/O
Elinor Pulitzer
William Bush and Richard A. Palmer,*
as Trustees U/I dated 11/3/87 F/B/O
Elkhanah Pulitzer
</TABLE>
<PAGE> 48
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 48 OF 49 PAGES ]
<TABLE>
<CAPTION>
Name and Residence Present Principal
or Business Address Occupation or Employment
- ------------------- ------------------------
<S> <C>
William Bush and Richard A. Palmer,*
as Trustees U/I dated 11/3/87 F/B/O
Joseph Pulitzer V
William Bush and Richard A. Palmer,*
as Trustees U/I dated 1/14/88 F/B/O
Theodosia Cochrane Pulitzer
William Bush and Richard A. Palmer,*
as Trustees U/I dated 1/14/88 F/B/O
Michael E. Pulitzer III
William Bush and Richard A. Palmer,*
as Trustees U/I dated 1/14/88 F/B/O
Philip Sherwood Pulitzer
William Bush and Richard A. Palmer,*
as Trustees U/I dated 1/14/88 F/B/O
Samuel Pulitzer
William Bush and Richard A. Palmer,*
as Trustees U/I dated 1/14/88 F/B/O
Sarah G. Pulitzer
William Bush and Richard A. Palmer,*
as Trustees U/I dated 1/14/88 F/B/O
Shelton Campbell Voges III
William Bush and Richard A. Palmer,*
as Trustees U/I dated 3/12/96 F/B/O
Harrison Stell Golding
William Bush and Richard A. Palmer,*
as Trustees U/I dated 10/21/93 F/B/O
Grayson Carroll Voges
Emily Rauh Pulitzer, James V. Maloney and
William Bush,** Succ. Tte. U/T Joseph
Pulitzer, Jr.
Dtd 6/12/74, As Amended 10/20/92
Marital Trust A
</TABLE>
<PAGE> 49
SCHEDULE 13D
[ CUSIP NO. 745769 10 9 ] [ PAGE 49 OF 49 PAGES ]
<TABLE>
<CAPTION>
Name and Residence Present Principal
or Business Address Occupation or Employment
- ------------------- ------------------------
<S> <C>
Emily Rauh Pulitzer, James V. Maloney and
William Bush,** Succ. Tte. U/T Joseph
Pulitzer, Jr.
Dtd 6/12/74, As Amended 10/20/92
Marital Trust B
Emily Rauh Pulitzer,** as Trustee of the
Pulitzer Family Trust
David E. Moore,** Tr. David E. Moore 1998
Grantor Annuity Trust dtd 2/5/98
Michael E. Pulitzer,** Tr U/A dtd 3/22/82
F/B/O Michael E. Pulitzer
The Ceil and Michael E. Pulitzer**
Foundation, Inc.
900 North Tucker Boulevard
St. Louis, MO 63101
</TABLE>
<PAGE> 1
EXHIBIT 1
VOTING TRUST AGREEMENT
AGREEMENT dated as of the 18th day of March, 1999, between such holders
of the Class B Common Stock, par value $.01 per share ("Class B Common Stock"),
of PULITZER INC., a Delaware corporation (hereinafter called the "Company"), as
may become parties to this agreement in the manner hereinafter provided, (all
hereinafter referred to as the "Depositing Stockholders"), and COLE C. CAMPBELL
(Editor - St. Louis Post-Dispatch), DAVID E. MOORE, EMILY RAUH PULITZER, MICHAEL
E. PULITZER (Chairman of the Board of the Company), RONALD H. RIDGWAY (Senior
Vice President-Finance of the Company) and ROBERT C. WOODWORTH (President and
Chief Executive Officer of the Company), or their successors (hereinafter
referred to as the "Trustees").
W I T N E S S E T H :
WHEREAS, the Depositing Stockholders deem it for the best interests of
the Company and its stockholders that the Depositing Stockholders act together
to secure continuity of policy and stability of management in the affairs of the
Company and to these ends they propose to place their shares of Class B Common
Stock in the hands of the persons who are now and will be responsible for the
success of the Company to be voted and held by them as trustees for the
Depositing Stockholders. The Trustees, in connection with the exercise of their
judgment in determining what is in the best interest of the Company and its
stockholders, shall give due consideration to the effect of their actions on the
editorial and publishing integrity and the character and quality of the
Company's newspaper and other operations, and all other relevant factors,
including, without limitation, the social, legal and economic effects on the
employees, customers, suppliers and other affected persons, firms and
corporations and on the communities and geographical areas in which the Company
and its subsidiaries operate or are located and on any of the businesses and
properties of the Company or any of its subsidiaries, as well as such other
factors as the Trustees deem relevant. In addition, the platform of the St.
Louis PostDispatch printed daily on the editorial page as the principles of its
founder, Joseph Pulitzer, should be considered by the Trustees in assessing the
public service aspects of journalism. The
<PAGE> 2
two preceding sentences are referred to herein as the "Statement of Policy,"
which shall guide the Trustees in the exercise of their judgment as provided in
Paragraph 16 below. The shares of Class B Common Stock deposited hereunder shall
be subject to the terms and conditions of this agreement, and the Trustees are
directed to exercise the powers delegated hereunder guided by the Statement of
Policy.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and other good and valuable consideration, receipt of which is
hereby acknowledged, it is agreed between the parties as follows:
DEPOSIT OF STOCK
1. Each stockholder of the Company who becomes a party hereto by
signing these presents agrees to deposit, or cause to be deposited, with the
Trustees, to be held by them pursuant to the provisions of this agreement, the
certificate or certificates representing the shares of Class B Common Stock of
the Company now or at any time hereafter owned by him or for his benefit, duly
endorsed in blank or to the Trustees, or accompanied by proper instruments of
assignment and transfer duly executed in blank or to the Trustees, and
accompanied by any revenue stamps required for the transfer, which deposit shall
continue for a period from the date of this agreement first above written until
the 18th day of March, 2009 unless sooner terminated as hereinafter provided,
and to accept in lieu thereof a Voting Trust Certificate or Certificates issued
hereunder in the form hereinafter provided.
Any other owner of Class B Common Stock in the Company may at any time
become a party hereto by depositing the certificate or certificates representing
his shares of Class B Common Stock in the Company with the Trustees in like
manner to be held by said Trustees under the terms hereof and by accepting in
lieu thereof a Voting Trust Certificate or Certificates issued hereunder in the
form hereinafter provided, and in consideration of the original deposit of Class
B Common Stock by the present Depositing Stockholders the Trustees bind
themselves and their successors to accept for deposit and to receive in trust
hereunder any additional certificate or certificates of Class B Common Stock
owned by any stockholder whomsoever and to hold any certificate so deposited in
trust under the terms and conditions of this agreement. Such deposit of any
additional certificate or certificates of Class B Common Stock of the Company
and such acceptance of any Voting Trust Certificate or Certificates by the owner
thereof shall have the same force and effect as though such owner of Class B
Common Stock had in fact subscribed his name to this agreement.
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<PAGE> 3
WITHDRAWAL OF STOCK
2. The Trustees shall not convert into Common Stock, par value $.01 per
share ("Common Stock"), of the Company any of the shares of Class B Common Stock
deposited hereunder, except in conjunction with a withdrawal of shares permitted
by subparagraphs (a) or (b) of this Paragraph 2.
(a) A Depositing Stockholder shall be permitted to withdraw,
from time to time, part or all of the Common Stock of the Company into which
Class B Common Stock represented by his Voting Trust Certificate or Certificates
is convertible (but not any Class B Common Stock of the Company) free of the
terms of this agreement, including the Voting Trust Certificate or Certificates
issued hereunder, subject to satisfaction of the following conditions and
compliance with the following procedures:
(1) Any Common Stock so withdrawn shall be withdrawn
solely to the extent that:
A. Such Common Stock is being sold (i) in a public
offering pursuant to a registration statement filed by the
Company and effective under the Securities Act of 1933, as
amended (the "Securities Act"), (ii) pursuant to any other
transaction that complies with the provisions of Rule 144
promulgated under the Securities Act and is exempt from
registration under the Securities Act, (iii) to an employee
benefit plan established and maintained by the Company or any
wholly-owned subsidiary of the Company or any trustee or
fiduciary with respect to any such plan ("Employee Benefit
Plan") or (iv) to the Company or any wholly-owned subsidiary
of the Company; or
B. Such Common Stock is being transferred (i) to a
charitable organization contributions to which are allowed as
deductions for federal income, estate or gift tax purposes
("Charitable Organization") or (ii) to any charitable trust or
splitinterest trust ("Charitable Trust") as described in
Section 4947 of the Internal Revenue Code of 1986, as amended,
and as it may from time to time be further amended (the
"Code").
(2) Such Depositing Stockholder shall be deemed to
have instructed, directed and authorized the Trustees to convert a sufficient
number of the Company's Class B Common Stock represented by the Voting Trust
Certificate or Certificates of such Depositing Stockholder into Common Stock of
the Company to the
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<PAGE> 4
extent necessary to effect such withdrawal, it being understood that under the
Company's Restated Certificate of Incorporation dated February 5, 1999 and filed
on February 5, 1999 in the office of the Secretary of State of the State of
Delaware ("Certificate of Incorporation"), the Common Stock so withdrawn may not
thereafter be reconverted into Class B Common Stock of the Company.
(3) A. Any Depositing Stockholder who shall request
the withdrawal of shares of Common Stock for purposes of
making a sale pursuant to Paragraph 2(a)(1)A. hereof shall,
not less than three (3) New York Stock Exchange business days
prior to the date on which the closing for the sale of the
shares of Common Stock so to be withdrawn and sold is
scheduled, deliver to the Trustees (c/o the Company at the
address of the Company's principal executive offices), with
duplicate copies to the Company, to the Depositary under this
agreement and any transfer agent for the Common Stock
appointed by the Company (the "Transfer Agent"), a Withdrawal
Request substantially in the form prescribed on Exhibit A
attached hereto, and, simultaneously with the delivery of such
Withdrawal Request or as soon thereafter as practicable (but
not less than 48 hours prior to the date of such closing),
such Depositing Stockholder (together with the underwriters
for such sale, or their representatives, if any) shall furnish
to the Trustees (c/o the Company at the address of the
Company's principal executive offices), with duplicate copies
to the Company, the Depositary and the Transfer Agent, an
Instruction Request, substantially in the form prescribed on
Exhibit B attached hereto, setting forth the denominations in
which certificates for the shares of Common Stock so sold are
to be delivered at such closing and the names in which such
certificates are to be registered.
B. Any Depositing Stockholder who shall request the
withdrawal of shares of Common Stock for the purpose of making
a transfer to a Charitable Organization or a Charitable Trust
pursuant to Paragraph 2(a)(1)B. hereof shall, not less than
three (3) New York Stock Exchange business days prior to the
date on which the transfer of the shares of Common Stock is to
be made, deliver to the Trustees (c/o the Company at the
address of the Company's principal executive offices), with
duplicate copies to the Company, to the Depositary under this
agreement and to the Transfer Agent, a Withdrawal Request,
substantially in the form prescribed on Exhibit A-I attached
hereto, setting forth the name of the transferee Charitable
Organization or Charitable Trust, and, simultaneously with the
delivery of such Withdrawal Request or as soon thereafter as
practicable (but not less than 48 hours prior to the date of
such transfer), such Depositing Stockholder (together with the
transferee) shall furnish to the Trustees (c/o the Company at
the address of the Company's principal executive offices),
with duplicate copies to the Company,
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<PAGE> 5
the Depositary and the Transfer Agent, an Instruction Request,
substantially in the form prescribed on Exhibit B-I attached
hereto, setting forth the denominations in which certificates
for the shares of Common Stock to be so transferred are to be
delivered and the name(s) in which such certificates are to be
registered, and, in the case of a transfer to a Charitable
Organization, appropriate documentation, addressed to the
Trustees, confirming to the satisfaction of the Trustees that
contributions thereto are allowed as deductions for federal
income, estate or gift tax purposes, or, in the case of a
transfer to a Charitable Trust, an opinion from counsel for
the Charitable Trust, addressed to the Trustees, confirming
that the Charitable Trust is a charitable trust or
split-interest trust as described in Section 4947 of the Code.
(b) In addition to any withdrawal of shares permitted
by subparagraph (a) above, a Depositing Stockholder shall be permitted to
withdraw, from time to time during the term hereof for any reason, up to an
aggregate number of shares of Common Stock of the Company into which Class B
Common Stock represented by his Voting Trust Certificate or Certificates is
convertible (but not any Class B Common Stock of the Company) free of the terms
of this agreement, including the Voting Trust Certificate or Certificates issued
hereunder, which equals the greater of (i) 150,000 shares of Common Stock or
(ii) ten percent (10%) of the number of shares of Class B Common Stock
originally deposited by such Depositing Stockholder hereunder. Appropriate
adjustment shall be made for stock dividends, stock splits or reverse splits of
the Class B Common Stock. Any Depositing Stockholder who shall request the
withdrawal of shares of Common Stock pursuant to this Paragraph 2(b) shall
deliver to the Trustees (c/o the Company at the Company's
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<PAGE> 6
principal executive offices), with duplicate copies to the Company, to the
Depositary under this agreement and the Transfer Agent, a Withdrawal Request
substantially in the form prescribed on Exhibit C attached hereto, and,
simultaneously with the Withdrawal Request or as soon thereafter as practicable
(but not less than 48 hours prior to the date of such withdrawal), an
Instruction Request, substantially in the form prescribed on Exhibit B-II
attached hereto, setting forth the denominations in which certificates for the
shares of Common Stock to be so withdrawn are to be delivered and the names in
which such certificates are to be registered.
(c) The Trustees and the Depositing Stockholders
agree that in the event of a pledge permitted by Paragraph 5 of this agreement
by a Depositing Stockholder of a Voting Trust Certificate to secure indebtedness
due the pledgee, each of Ronald H. Ridgway and James V. Maloney, individually,
is hereby authorized for and on behalf of the Trustees, and is hereby made,
constituted and appointed as their true and lawful agent and attorney-in-fact,
acting separately, for and in the name, place and stead of the Trustees (1) to
examine any pledge agreement or power of attorney executed in connection
therewith and (2) if such documents are substantially in the form of the General
Pledge Agreement ("Pledge Agreement") and Irrevocable Power of Attorney ("Power
of Attorney") attached hereto as Exhibit D or in such other form as the Trustees
may approve (which approval the Trustees shall not unreasonably withhold), to
execute on behalf of the Trustees an Acknowledgement substantially in the form
attached hereto as Exhibit E (the "Acknowledgement"). The Trustees shall have
the power to designate a replacement or replacements for either or both of the
foregoing attorneys-in-fact in their sole discretion. Each of the Secretary for
the Voting Trust and the Voting Trustees, or any of them, is hereby authorized
to certify to any such pledgee the individual or individuals who then act as
attorneys-in-fact under this Paragraph 2(c) and any such pledgee shall be
entitled to rely on such certification without further inquiry. The Trustees and
the Depositing Stockholders further agree that any written notice duly delivered
by any such pledgee to any individual or individuals who then act as
attorneys-in-fact under this Paragraph 2(c) shall be deemed to constitute notice
to the Trustees for purposes of this agreement.
(d) Each Depositing Stockholder represents, warrants
and agrees that, in the event of the execution of an Acknowledgment with respect
to him pursuant to Paragraph 2(c) above, (i) the obligations of the Trustees,
and the rights of the Depositing Stockholder, under this agreement, including,
without limitation, Paragraphs 3, 7, 8, 9 and 10 hereof, are expressly subject
to the terms of such Acknowledgement and (ii) he shall hold the Trustees and the
person or persons executing the Acknowledgement harmless in connection with any
actions pursuant thereto.
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<PAGE> 7
(e) Each Depositing Stockholder agrees that, in the
event of a pledge permitted by Paragraph 5 of this agreement by him or by any
other Depositing Stockholder of a Voting Trust Certificate to secure
indebtedness due the pledgee and until such time as the pledge, or any loan
agreement relating to the pledge, is terminated and any related promissory note
of the pledgor is repaid, he shall not, whether by affirmative vote, consent,
acquiescence, waiver or otherwise, and without one hundred twenty (120) days'
prior written notice to the lender, or the prior written consent of the lender,
amend this agreement to affect adversely the right of the pledgor (i) to pledge
his Voting Trust Certificate or (ii) to convert, or have converted pursuant to
the pledgor's Power of Attorney, the shares of Class B Common Stock represented
by the pledgor's Voting Trust Certificate into Common Stock of the Company and
withdraw such Common Stock. Each Depositing Stockholder further acknowledges and
agrees that any such lender may rely upon the above representation, warranty and
agreement in making any loan or extending any credit to a Depositing Stockholder
that is secured by a pledge permitted by Paragraph 5 of this agreement by the
Depositing Stockholder of a Voting Trust Certificate to secure indebtedness due
the pledgee.
VOTING TRUST CERTIFICATES
3. All certificates for shares of Class B Common Stock in the Company
at any time delivered to the Trustees hereunder or thereafter acquired as a
result of a distribution of shares of Class B Common Stock as a stock dividend
or otherwise shall be held and disposed of by the Trustees under and pursuant to
the terms and conditions of this agreement. The Trustees, in exchange for the
certificate or certificates so deposited hereunder, will cause to be issued and
delivered to the Depositing Stockholder a Voting Trust Certificate or
Certificates for the appropriate number of shares of Class B Common Stock
substantially in the form prescribed on Exhibit F attached hereto.
4. Subject to the provisions of Paragraph 1 of this agreement, the
Trustees may issue temporary typewritten or printed Voting Trust Certificates
conforming generally to the form prescribed on Exhibit F and may cause the same
to be exchanged for definitive Voting Trust Certificates in substantially said
form when the same are prepared. The Voting Trust Certificates may be executed
by any one or more of the Trustees on behalf of all said Trustees. The Trustees,
under such rules as they in their discretion may prescribe with respect to
indemnity or otherwise, may provide for the issuance and delivery of new Voting
Trust Certificates in lieu of lost, stolen or destroyed Voting Trust
Certificates or in exchange for mutilated Voting Trust Certificates.
5. The Voting Trust Certificates shall not be transferred, whether by
sale, assignment, gift, bequest, appointment or otherwise except to a Permitted
Transferee (as that term is defined in the Company's Certificate of
Incorporation) of the Company's Class B Common Stock, and the Voting Trustees
shall not register any transfer except in compliance therewith.
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<PAGE> 8
Subject to the foregoing, the Voting Trust Certificates shall be
transferable on the books of the Trustees by the holders of record thereof in
person or by duly authorized attorney, subject to such regulations as may be
established by the Trustees for that purpose, upon surrender thereof at the
office of the Trustees, properly endorsed for transfer, and the Trustees may
treat the holders of record thereof, or when duly endorsed in blank the bearers
thereof, as the owners of Voting Trust Certificates for all purposes whatsoever.
As a condition of making or permitting any transfer or delivery of
stock certificates or Voting Trust Certificates, the trustees may require the
payment of a sum sufficient to pay or reimburse them for any stamp tax or other
governmental charge in connection therewith or any other charge applicable to
such transfer or delivery.
Every transferee of a Voting Trust Certificate or Certificates shall,
by the acceptance thereof, become a party hereto with like force and effect as
though an original party hereto and shall be embraced within the meaning of the
term "Depositing Stockholders" wherever used herein.
Notwithstanding anything to the contrary set forth herein, any
Depositing Stockholder may pledge his Voting Trust Certificate and, in
connection therewith, the shares of Class B Common Stock represented thereby to
a pledgee pursuant to a bona fide pledge thereof as collateral security for
indebtedness due to the pledgee, provided that the Voting Trust Certificate and
such underlying shares shall not be transferred to or registered in the name of
the pledgee and shall remain subject to the provisions of this Paragraph 5 and
of Article III(2)(E) of the Company's Certificate of Incorporation. In the event
of foreclosure or other similar action with respect to such collateral by the
pledgee, (i) the pledged Voting Trust Certificate may be transferred only to a
Permitted Transferee of the pledgor or (ii) the Class B Common Stock represented
by such pledged Voting Trust Certificate may be converted into the Common Stock
of the Company, and such Common Stock may be withdrawn, free of the terms of
this agreement, only pursuant to, and in compliance with, Paragraph 2 of this
agreement.
THE DEPOSITARY
6. The Trustees agree to deposit with BNY Trust Company of Missouri
("BNY") of St. Louis, Missouri, as Depositary hereunder, the Class B Common
Stock of the Company transferred in their name; provided, however, that BNY
shall first agree in writing that it will, if requested to do so by any Trustee
or any Depositing Stockholder, enter its appearance in any suit which may
hereafter be brought in the State of Delaware, in which suit the construction,
interpretation or validity of this Voting Trust Agreement or any portion thereof
shall be an
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<PAGE> 9
issue. The Trustees may, in their absolute discretion, name a new or other
Depositary to hold said shares and deliver such shares to any such new or other
Depositary. No Depositary hereunder shall incur any liability to any of the
parties hereto or to any assignee of the Voting Trust Certificates except for
failure to exercise ordinary care in the performance of the duties of
Depositary.
Any Depositary acting hereunder shall be entitled to compensation in
such amount as may be fixed from time to time by the Trustees, and shall be
reimbursed for all expenses, including counsel fees and liabilities incurred in
connection with its duties hereunder.
DIVIDENDS
7. The holder of each Voting Trust Certificate shall be entitled during
the life of this Voting Trust, except as hereinafter provided, to receive from
time to time payments equal to the dividends payable in money, if any, received
by the Trustees on a number of shares of Class B Common Stock of the Company
equal to that called for by such Voting Trust Certificate, less such charges and
expenses as are herein authorized to be deducted therefrom and less any income
or other taxes required by law to be deducted therefrom.
The Trustees, instead of themselves receiving and disbursing dividends,
may instruct the Company to pay the amount of any dividends upon the shares of
Class B Common Stock held by such Trustees hereunder to which such Trustees from
time to time become entitled directly to the holders of the outstanding Voting
Trust Certificates after deducting any charges and expenses authorized herein
and any income or other taxes required by law to be deducted therefrom. Payments
in respect of each such dividend shall be made according to their respective
interests to the holders of outstanding Voting Trust Certificates registered as
such at the close of business on the date fixed by the Trustees as a record date
for the determination of the Voting Trust Certificate holders entitled to
receive payments in respect of such dividends, or, if the Trustees have not
fixed such date, to the holders of outstanding Voting Trust Certificates
registered as such at the close of business on the date fixed by the Company for
the taking of a record to determine those holders of its Class B Common Stock
entitled to receive such dividend; provided, however, that the Trustees may at
any time or from time to time thereafter instruct the Company to make payment in
respect of such dividends to such Trustees.
At the termination of this Voting Trust, the Trustees shall continue to
hold the Class B Common Stock of the Company represented by any Voting Trust
Certificate or Certificates issued and outstanding under this agreement and any
dividend received on such Class B Common Stock until the surrender of such
Voting Trust Certificate or Certificates by the holder or holders thereof.
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<PAGE> 10
8. In case the Trustees shall receive any fully-paid shares of Class B
Common Stock of the Company, as a dividend upon the shares of Class B Common
Stock held by them hereunder, the Trustees shall hold such shares subject to
this agreement and shall issue Voting Trust Certificates, in proportion to their
respective interests, to the holders of outstanding Voting Trust Certificates of
record at the close of business on the date fixed by the Company as a record
date for the determination of the stockholders entitled to receive distribution
in respect of such dividend.
9. If any dividend in respect of the deposited Class B Common Stock
shall be paid otherwise than in money or in fully-paid Class B Common Stock, the
Trustees shall distribute the same in kind ratably among the holders of the
outstanding Voting Trust Certificates entitled to receive distribution in
respect of such dividend upon payment by each holder of a sum sufficient to
reimburse the Voting Trustees for any stamp tax, other governmental charge or
other expense to which the Voting Trustees shall have been put, or for which
they shall have or will become liable in such connection.
10. In case any stock of the Company shall be offered for subscription
to the holders of the Class B Common Stock, the Trustees, promptly upon receipt
of notice of such offer, shall mail a copy of such notice to each holder of
record of Voting Trust Certificates with a notice of the number of shares
subscribable with respect to the shares of Class B Common Stock represented by
his Voting Trust Certificates. Upon receipt by the Trustees, within such time as
shall be fixed by the Trustees prior to the last date fixed by the Company for
subscription and payment, of a request from any holder of record of a Voting
Trust Certificate to subscribe in his behalf and of the amount of money required
to pay for a stated number of shares of such stock (not in excess of the number
of shares subscribable in respect of the shares represented by such Voting Trust
Certificate), the Trustees shall make such subscription and payment. Upon
receiving from the Company the certificate for the shares so subscribed for, the
Trustees, if such stock be Class B Common Stock, shall hold the same under this
agreement and shall issue to such holder Voting Trust Certificates in respect
thereof; or if such stock be stock of another class, the Trustees shall deliver
the certificate or certificates therefor to such holder. In case the stock
offered for subscription by the Company be stock other than Class B Common
Stock, the Trustees, in their discretion, may assign such subscription rights,
pro rata, to the holders of Voting Trust Certificates in proportion to their
respective interests.
The right of any holder of record of a Voting Trust Certificate to
subscribe to additional shares of Class B Common Stock as provided in this
Paragraph 10 may be assigned and transferred to any Permitted Transferee and to
no other person or entity, and the Trustees shall not be required to exercise
such subscription right on behalf of any person who is not a Voting Trust
Certificate holder or a Permitted Transferee. Any shares of Class B Common Stock
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<PAGE> 11
acquired pursuant to a subscription right assigned by a Voting Trust Certificate
holder to a Permitted Transferee shall be held by the Trustees subject to all
the terms and conditions of this agreement.
VOTING RIGHTS
11. Until the actual delivery to the holder of Voting Trust
Certificates by or on behalf of the Trustees of the stock certificate deposited
hereunder in exchange for said Voting Trust Certificates, pursuant to the
provisions hereof, the Trustees shall possess and shall be entitled to exercise
all the rights and powers of owners of the shares of Class B Common Stock of the
Company deposited hereunder, to vote for every purpose and to consent to any and
all corporate acts of the Company guided by the Statement of Policy, it being
expressly stipulated that no right to vote or to consent or to be consulted in
respect to all such deposited Class B Common Stock is created in or passes to
the holder of any Voting Trust Certificate by or under any such Voting Trust
Certificate, or by or under this agreement, or by or under any other agreement,
express or implied; provided, however, that upon any proposal for (i) the
dissolution of the Company, (ii) the sale, lease, exchange or other disposition,
other than by mortgage, deed of trust or pledge, of all, or substantially all,
the property and assets of the Company, (iii) the merger, consolidation, or
recapitalization of the Company, or (iv) any other proposal which, under
Articles III (2) G, V (5), VIII, IX (2) and (4), XII, XIII, XIV (3) and (4) or
XVI of the Certificate of Incorporation of the Company, requires the affirmative
vote of the holders of record of at least a majority of the aggregate voting
power of the Class B Common Stock separately or together with the Common Stock,
the Trustees shall promptly notify all holders of Voting Trust Certificates
hereunder, and the Trustees shall not vote any share or shares of such Class B
Common Stock upon any such proposal except in accordance with the written
direction of the holder or holders of the Voting Trust Certificates issued in
respect of such share or shares of Class B Common Stock.
THE TRUSTEES
12. Except as provided in Paragraph 11, the Trustees shall vote the
shares of Class B Common Stock held by them or take any other action with
respect to such shares of Class B Common Stock as a unit in accordance with the
determination of a majority of the then acting Trustees; provided that such
majority shall include two out of three of EMILY RAUH PULITZER, MICHAEL E.
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<PAGE> 12
PULITZER and DAVID E. MOORE or their successors as Trustees, as designated as
provided in the first paragraph of Paragraph 13; and further provided, however,
that in the event of a tie vote among the then acting Trustees or in the event
that a majority of the Trustees does not include two out of three of EMILY RAUH
PULITZER, MICHAEL E. PULITZER and DAVID E. MOORE or their successors as
Trustees, as designated as provided in the first paragraph of Paragraph 13, as
to any matter, the Trustees shall promptly notify all holders of Voting Trust
Certificates hereunder, and the Trustees shall not vote any share or shares of
Class B Common Stock of the Company deposited hereunder with respect to that
matter except in accordance with the written direction of the holder or holders
of the Voting Trust Certificates issued in respect of such share or shares of
Class B Common Stock.
The Trustees may meet at such time as they may determine, with such
notice as their rules may provide, and may act without a meeting by a writing
embodying their action. The Trustees may adopt their own rules of procedure. At
any meeting of the Trustees, any Trustee may vote in person or by proxy given to
any other Trustee, and any Trustee may give powers of attorney to any other
Trustee to sign for him any instrument expressing the actions of the Trustees.
The Trustees may vote by proxy at any meeting of the stockholders of the
Company, if the Trustees so elect, provided that such proxy be signed by at
least a majority of the then acting Trustees.
13. Subject to the provisions of subparagraph (a) hereof, EMILY RAUH
PULITZER, MICHAEL E. PULITZER and DAVID E. MOORE shall serve as Trustees,
whether or not they serve or continue to serve as Company officers, and each
shall be permitted to appoint a successor as Trustee to act in the event of his
or her resignation or inability for any reason to act as Trustee hereunder. Any
successor Trustee appointed as provided hereunder shall have the same rights and
powers as if originally named herein, and any such successor or successors shall
similarly be authorized to appoint a successor as Trustee in the event of the
resignation or inability of such successor or successors to act as Trustee
hereunder. Any appointment of a successor Trustee hereunder shall be made by
written instrument signed and acknowledged by the Trustee making such
appointment and filed with the Trustees acting hereunder and may be revoked by
such Trustee at any time before the appointment becomes operative.
ROBERT C. WOODWORTH, President and Chief Executive Officer, RONALD H.
RIDGWAY, Senior Vice President-Finance, and COLE C. CAMPBELL, Editor - St. Louis
Post-Dispatch, shall serve as such Trustees so long and only so long as they
occupy the above-described positions with the Company (or, in the case of Cole
C. Campbell, the St. Louis PostDispatch) now held by them, respectively. Should
any of them resign, retire, become deceased or otherwise cease to act in the
position with the Company (or, in the case of Cole C. Campbell, the St. Louis
Post-Dispatch), now held by him as above described, the person appointed to the
position in the Company (or the St. Louis Post-Dispatch) held by such Trustee
shall become Trustee in his place and stead by signifying his acceptance of such
trusteeship, it being the intention of this agreement that the persons holding
the Company
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<PAGE> 13
positions of Chairman of the Board, Chief Executive Officer and Senior Vice
President-Finance and the position of Editor - St. Louis PostDispatch shall
always be Trustees and that in the event of a vacancy occurring in any of these
positions, the corresponding trusteeship shall remain vacant until the position
is filled.
In the event MICHAEL E. PULITZER resigns, retires or otherwise ceases
to act in the position of Chairman of the Board, the person appointed to the
position of Chairman of the Board shall become an additional Trustee (provided
he is not already a Trustee) by signifying his acceptance of such trusteeship
and shall serve as such Trustee so long as he occupies the position of Chairman
of the Board and should he resign, retire, become deceased or cease to act in
such position with the Company the next person appointed to the position of
Chairman of the Board shall become Trustee in his place and stead by signifying
his acceptance of such trusteeship.
Pending the appointment of a successor Trustee to fill any vacancy, the
Trustees then remaining in office shall possess and may exercise all the powers
of the Trustees hereunder.
Notwithstanding any vacancy or change in the Trustees, the certificate
or certificates for shares of Class B Common Stock of the Company standing in
the name of the Trustees may be endorsed and transferred by any Trustees or
successor Trustees then acting.
(a) Each of EMILY RAUH PULITZER, MICHAEL E. PULITZER and DAVID E. MOORE
(individually, "Initial Depositing Stockholder"), or his or her respective
successor Trustee designated by him or her or his or her successors as Trustee,
shall continue to serve as Trustee hereunder only so long as the Initial
Depositing Stockholder and his or her Family (as defined below) hold Voting
Trust Certificates representing 20% or more of the Class B Common Stock
originally deposited by the Initial Depositing Stockholder and his or her Family
hereunder. Appropriate adjustment shall be made for stock dividends, stock
splits, or reverse splits of the Class B Common Stock. For purposes of this
subparagraph (a), the term "Family" shall mean the persons and entities which
shall have any of the following relationships to an Initial Depositing
Stockholder: (i) spouse or former spouse, (ii) lineal descendant of such Initial
Depositing Stockholder or of the spouse or former spouse of such Initial
Depositing Stockholder, (iii) spouse or former spouse of any such lineal
descendant, (iv) trust established either before or after the date of this
agreement by such Initial Depositing Stockholder or any of the foregoing, (v)
trust established either before or after the date of this agreement of which any
of the foregoing is a grantor and which is a Permitted Transferee or (vi) the
estate of any of the foregoing persons. All references in the foregoing sentence
to "spouse or former spouse" shall include a deceased spouse.
13
<PAGE> 14
14. The Trustees may employ counsel and incur other indebtedness or
expenses deemed necessary by them for the proper discharge of their duties and
shall be reimbursed for any such expenses by the Voting Trust Certificate
holders, and to that end shall be entitled to deduct on a pro rata basis any
such indebtedness or expenses incurred by them from the dividends received by
them or to which they may become entitled on Class B Common Stock of the Company
deposited hereunder before paying or causing such dividends to be paid to the
Voting Trust Certificate holders.
15. The Depositing Stockholders expressly agree that any Trustee may at
the same time be an officer, director, consultant, agent, or employee of the
Company or of any affiliated or subsidiary company, and may be or become
pecuniarily interested in his personal capacity, either directly or indirectly,
in any matter or transaction to which the Company or any affiliated or
subsidiary company may be a party or in which it may be concerned to the same
extent as though he were not a Trustee.
The Depositing Stockholders likewise expressly agree that any Trustee
may, for his personal account or otherwise, either acquire from or sell to the
Company, any affiliated or subsidiary company or any stockholder shares of stock
or other securities of the Company or Voting Trust Certificates to the same
extent as though he were not a Trustee.
The Depositing Stockholders likewise expressly agree that the Company
or any affiliated or subsidiary company may either acquire from or sell to any
Trustee, for his personal account or otherwise, shares of stock or other
securities of the Company or Voting Trust Certificates to the same extent as
though he were not a Trustee.
The Depositing Stockholders likewise expressly agree that any Trustee
may, in his personal capacity or otherwise, become a Voting Trust Certificate
holder either by depositing hereunder any certificate or certificates for shares
of Class B Common Stock now or at any time hereafter owned by him or by
acquiring any Voting Trust Certificate and, as such Voting Trust Certificate
holder, shall be entitled to exercise all rights and options conferred upon
Voting Trust Certificate holders under this agreement to the same extent as
though he were not a Trustee.
The Depositing Stockholders recognize that the Trustees who are
respectively the Chairman of the Board, Chief Executive Officer, Senior Vice
President-Finance and Editor - St. Louis Post-Dispatch do at this time receive,
and such Trustees and their successors will hereafter be entitled to receive,
substantial compensation for their services as officers or employees of the
Company or its subsidiaries, that David E. Moore acts as a Director of, and
consultant to, the Company and is compensated for his services and that Emily
Rauh Pulitzer acts as a Director of, and consultant to, the Company and is
compensated for her services (the "Compensated Trustees").
14
<PAGE> 15
The Depositing Stockholders accordingly do expressly agree that the
Compensated Trustees may continue to receive such compensation, of whatever
character, as is provided by their existing contracts, if any, with the Company
or its subsidiaries, with complete propriety and without disqualifying
themselves to act as Trustees hereunder; and they do further expressly agree
that upon the expiration of the existing contracts, if any, with the Compensated
Trustees, or sooner by mutual agreement, the Company, or its subsidiaries and
such Compensated Trustees, may enter into new contracts which may change or
increase their compensation, because of changing circumstances and
responsibilities. The Depositing Stockholders recognize that it would be unfair
to limit in any way the right of the Compensated Trustees to adequate
compensation for their services to the Company or its subsidiaries. The
Depositing Shareholders further recognize that, in order to carry out the
purposes of this agreement, it is, or may be, necessary that the Compensated
Trustees act at the same time as Trustees hereunder, as Directors of the
Company, and as officers, consultants or employees of the Company or its
subsidiaries; and they do agree that the qualifications or eligibility of the
Compensated Trustees so to act in any of these capacities shall not be impaired
by reason of the fact that they act in the other capacities also. All and
singular the provisions of this paragraph shall apply with equal force to any
and all successor Trustees under the provisions of Paragraph 13 hereof.
The Compensated Trustees shall not be entitled to compensation for
their services as Trustees hereunder, but the successor or successors to Emily
Rauh Pulitzer, Michael E. Pulitzer and David E. Moore designated as provided in
the first paragraph of Paragraph 13 hereof shall be entitled to compensation for
their services hereunder equal to the compensation paid by the Company to its
outside directors for their services to the Company as directors.
16. In voting or giving directions for voting the shares of Class B
Common Stock deposited hereunder or in exercising any consent with respect
thereto, the Trustees will exercise their best judgment, guided by the Statement
of Policy, as set forth in the preamble hereto, from time to time, to select
suitable Directors of the Company to the end that the affairs of the Company
shall be properly managed in the interest of its stockholders, and in voting or
giving directions for voting and acting on other matters for stockholders'
action the Trustees will exercise like judgment, guided by the Statement of
Policy; provided, however, that the Trustees assume no responsibility in respect
of such management or in respect to any action taken by them or taken in
pursuance of their consent thereto, or in pursuance of their votes, and no
Trustee shall incur or be under any liability as the holder of securities of the
Company as Trustee, fiduciary or otherwise, by reason of any error of law or any
error in the construction of this agreement or of any matter or thing done or
suggested or omitted to be done in this agreement, except for his own individual
malfeasance or wilful neglect.
No bond shall be required of any Trustee for the performance of his
services as such.
15
<PAGE> 16
GENERAL PROVISIONS
17. This agreement and all covenants herein contained shall inure to
the benefit of and be binding upon the parties hereto, their heirs, executors,
administrators, successors and assigns.
18. Any written notice required to be given under this agreement shall
be deemed to have been given and received if deposited in the United States mail
in a postpaid wrapper addressed as follows:
In case of a notice to the Trustees or to the Company, addressed to the
Trustees or to the Company, as the case may be, at the office of the Company.
In case of a notice to a Voting Trust Certificate holder, addressed to
such Certificate holder at his or her last address appearing on the records of
the Trustees.
19. This agreement and the Voting Trust Certificates issued hereunder
may be amended upon the consent in writing of the holders of sixty-six and
two-thirds percent (66-2/3%) in interest of the Voting Trust Certificates then
issued and outstanding under this agreement; provided, however, that no
amendment which shall have the effect of extending the time for termination of
this Voting Trust Agreement shall be made without the consent in writing of the
holders of all the then issued and outstanding Voting Trust Certificates.
20. This agreement shall be binding upon each of the parties executing
the same from the date of its execution by such party. The trust created
hereunder shall be effective as of the date hereof, and this agreement and the
trust created hereunder shall remain in full force and effect until the 18th day
of March, 2009, but shall terminate prior to that date upon the dissolution of
the Company. This agreement and the trust created hereunder may be terminated at
any time with the consent in writing of the holders of sixty-six and two-thirds
percent (66-2/3%) in interest of the Voting Trust Certificates then issued and
outstanding under this agreement.
21. The invalidity or unenforceability of any term or provision of this
agreement shall not affect the validity of the remainder hereof.
22. The term "Trustee" or "Trustees" wherever used herein means the
trustee or trustees for the time acting, and shall include the successor trustee
or trustees.
23. The Trustees hereby accept the trusts in this agreement declared
and provided and agree faithfully to perform the same upon the terms and
conditions hereinabove set forth.
24. All questions concerning the validity and administration of this
agreement, and the trust created hereunder, shall be determined under the law of
the State of Delaware.
16
<PAGE> 17
25. This agreement may be executed by the parties herein, or any of
them, in any number of counterparts, with the same force and effect as if they
had all executed the same instrument.
26. The definitions herein shall apply equally to both the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms.
POWER OF ATTORNEY
27. In order to facilitate the execution and filing with the Securities
and Exchange Commission of a Schedule 13-D, including any and all amendments
thereto, with respect to this Voting Trust, each of the Depositing Stockholders
hereby grants to each of the Trustees and James V. Maloney the following power
of attorney for the limited purposes set forth herein.
Each of the Depositing Stockholders hereby irrevocably constitutes and
appoints each of the Trustees and James V. Maloney (individually, the
"Attorney"), acting singly, the true and lawful agent and attorney-in-fact of
the Depositing Stockholder, with full power and authority, in the Depositing
Stockholder's name, place and stead, to execute and deliver, on behalf of the
Depositing Stockholder at any time a Schedule 13-D, or any and all amendments
thereto, with all exhibits thereto and other documents in connection therewith,
as required by the securities laws, the execution and delivery by the Attorney
of such Schedule 13-D or amendments thereto being conclusive evidence that such
execution and delivery were authorized hereby.
It is expressly understood and intended by each of the Depositing
Stockholders that the power of attorney granted in this Paragraph 27 (the "13-D
Power of Attorney") is coupled with an interest, is irrevocable and shall in all
respects constitute a durable power of attorney. This 13-D Power of Attorney
shall survive the death or incapacity of the Depositing Stockholder, or if the
Depositing Stockholder is a partnership, corporation, trust or other entity, the
dissolution, liquidation or termination thereof, or the assignment of any or all
of the Depositing Stockholder's Voting Trust Certificates. This 13-D Power of
Attorney shall terminate upon the later to occur of (i) the last Schedule 13-D
filing, including any and all amendments thereto, as required by the securities
laws, with respect to this Voting Trust or (ii) thirty (30) days immediately
following the termination of this agreement or the date the Depositing
Stockholder shall cease to be a Depositing Stockholder, as the case may be.
17
<PAGE> 18
IN WITNESS WHEREOF, the Trustees and the Depositing Stockholders have
hereunto set their hands and seals as of the day and year first above written.
TRUSTEES
/s/ Cole C. Campbell
----------------------------
Cole C. Campbell
/s/ David E. Moore
----------------------------
David E. Moore
/s/ Emily Rauh Pulitzer
----------------------------
Emily Rauh Pulitzer
/s/ Michael E. Pulitzer
----------------------------
Michael E. Pulitzer
/s/ Ronald H. Ridgway
----------------------------
Ronald H. Ridgway
/s/ Robert C. Woodworth
----------------------------
Robert C. Woodworth
18
<PAGE> 19
<TABLE>
<CAPTION>
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
- ------------ --------- --------------
<S> <C> <C>
Emily Rauh Pulitzer,
James V. Maloney and William
Bush, Successor Trustees of
Marital Trust A U/T Joseph
Pulitzer, Jr. dtd 6/12/74,
as amended 10/20/92
By:
Emily Rauh Pulitzer, Trustee
By:
James V. Maloney, Trustee
By: 10,560
William Bush, Trustee ------
Emily Rauh Pulitzer,
James V. Maloney and William
Bush, Successor Trustees of
Marital Trust B U/T Joseph
Pulitzer, Jr. dtd 6/12/74,
as amended 10/20/92
By:
Emily Rauh Pulitzer, Trustee
By:
James V. Maloney, Trustee
By: 5,929,733
William Bush, Trustee ---------
41,114
Emily Rauh Pulitzer ---------
Emily Rauh Pulitzer, as Trustee
of the Pulitzer Family Trust
By: 330,260
Emily Rauh Pulitzer ---------
3,045,438
David E. Moore ---------
David E Moore, Tr. David E. Moore
1998 Grantor Annuity Trust
dtd 2/5/98
</TABLE>
19
<PAGE> 20
<TABLE>
<S> <C>
By: 651,231
David E. Moore, Trustee ---------
Michael E. Pulitzer, Tr.
U/A dtd 3/22/82 F/B/O
Michael E. Pulitzer
By: 3,391,683
Michael E. Pulitzer, Trustee ---------
Richard A. Palmer, as Trustee
U/A dtd 8/16/83 F/B/O
Michael E. Pulitzer
By: 46, 170
Richard A. Palmer, Trustee ---------
</TABLE>
20
<PAGE> 21
<TABLE>
<S> <C>
The Ceil and Michael E.
Pulitzer Foundation, Inc.
By: 37,780
Michael E. Pulitzer, President ---------
William Bush and Richard A.
Palmer, as Trustees U/I
dtd 11/3/87 F/B/O Bianca
Pulitzer
By:
William Bush, Trustee
</TABLE>
21
<PAGE> 22
<TABLE>
<S> <C>
By: 9,132
Richard A. Palmer, Trustee ---------
James V. Maloney and William
Bush, Trustee Bianca Pulitzer
1998 Family Trust U/I dtd
2/9/98
By:
James V. Maloney
By: 4,187
William Bush, Trustee ---------
William Bush and Richard A.
Palmer, as Trustees U/I
dtd 11/3/87 F/B/O Elinor
Pulitzer
By:
William Bush, Trustee
By: 8,427
Richard A. Palmer, Trustee ---------
</TABLE>
22
<PAGE> 23
<TABLE>
<S> <C>
William Bush and Richard A.
Palmer, as Trustees U/I
dtd 11/3/87 F/B/O Elkhanah
Pulitzer
By:
William Bush, Trustee
By: 9,132
Richard A. Palmer, Trustee ---------
James V. Maloney and William
Bush, Trustee Elkhana Pulitzer
1998 Family Trust U/I dtd
2/9/98
By:
James V. Maloney
By: 4,187
William Bush, Trustee ---------
</TABLE>
23
<PAGE> 24
<TABLE>
<S> <C>
William Bush and Richard A.
Palmer, as Trustees U/I
dtd 11/3/87 F/B/O Joseph
Pulitzer V
By:
William Bush, Trustee
By: 8,427
Richard A. Palmer, Trustee ---------
William Bush and Richard A.
Palmer, as Trustees U/I
dtd 10/19/90 F/B/O
Clarissa Reed Dore Golding
By:
William Bush, Trustee
By: 5,408
Richard A. Palmer, Trustee ---------
</TABLE>
24
<PAGE> 25
<TABLE>
<S> <C>
William Bush and Richard A.
Palmer, as Trustees U/I
dtd 3/12/96 F/B/O
Harrison Stell Golding
By:
William Bush, Trustee
By: 1,180
Richard A. Palmer, Trustee ---------
William Bush and Richard A.
Palmer, as Trustees U/I
dtd 1/14/88 F/B/O Michael
E. Pulitzer III
By:
William Bush, Trustee
By: 6,094
Richard A. Palmer, Trustee ---------
</TABLE>
25
<PAGE> 26
<TABLE>
<S> <C>
William Bush and Richard A.
Palmer, as Trustees U/I
dtd 1/14/88 F/B/O Philip
Sherwood Pulitzer
By:
William Bush, Trustee
By: 6,094
Richard A. Palmer, Trustee ---------
William Bush and Richard A.
Palmer, as Trustees U/I
dtd 1/14/88 F/B/O Samuel
Pulitzer
By:
William Bush, Trustee
By: 6,369
Richard A. Palmer, Trustee ---------
</TABLE>
26
<PAGE> 27
<TABLE>
<S> <C>
William Bush and Richard A.
Palmer, as Trustees U/I
dtd 1/14/88 F/B/O Sarah
G. Pulitzer
By:
William Bush, Trustee
By: 6,369
Richard A. Palmer, Trustee ---------
William Bush and Richard A. Palmer
as Trustees U/I
dtd 1/14/88 F/B/O
Theodosia Cochrane Pulitzer
By:
William Bush, Trustee
By: 6,094
Richard A. Palmer, Trustee ---------
</TABLE>
27
<PAGE> 28
<TABLE>
<S> <C>
William Bush and Richard A.
Palmer, as Trustees U/I
dtd 10/21/93 F/B/O
Grayson Carrol Voges
By:
William Bush, Trustee
By: 2,649
Richard A. Palmer, Trustee ---------
William Bush and Richard A.
Palmer, as Trustees U/I
dtd 5/4/90 F/B/O Shelton
Campbell Voges III
By:
William Bush, Trustee
By: 5,408
Richard A. Palmer, Trustee ---------
</TABLE>
28
<PAGE> 1
EXHIBIT 3
October 23 , 1998
Pulitzer Publishing Company
900 North Tucker Boulevard
St. Louis, MO 63101
Ladies and Gentlemen:
Reference is hereby made to the Agreement and Plan of Merger by
and among Pulitzer Publishing Company ("Pulitzer"), Pulitzer Inc. ("New
Pulitzer") and Hearst-Argyle Television, Inc. ("Hearst-Argyle") dated as of May
25, 1998 (the "Merger Agreement"). Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed thereto in the Merger
Agreement.
Each of the undersigned (each, a "5% Stockholder") expects to
receive shares of New Pulitzer Class B Common Stock and New Pulitzer Common
Stock and shares of Hearst-Argyle Merger Stock pursuant to the proposed
reorganization transactions of Pulitzer contemplated by the Merger Agreement. It
has been explained to each 5% Stockholder that Pulitzer has requested a private
letter ruling from the IRS relating to the federal income tax treatment of
Pulitzer and its stockholders upon Pulitzer's distribution of New Pulitzer Stock
to its stockholders and such stockholders' exchange of shares of Pulitzer Class
B Common Stock and Pulitzer Common Stock for shares of Hearst-Argyle Merger
Stock in connection with the Contribution, the Distribution (the Contribution
and Distribution being collectively referred to herein as the "Spin-Off") and
the Merger.
In order to facilitate Pulitzer's request for a private letter
ruling from the IRS, each 5% Stockholder hereby represents that he, she or it
has no present plan or intention to dispose of any of the shares of
Hearst-Argyle Merger Stock or New Pulitzer Stock which he, she or it will
receive in the Spin-Off and the Merger and further agrees that in the absence of
unanticipated events or circumstances necessitating a change of his, her or its
present plans and intentions, he, she or it will not directly or indirectly
offer, offer to sell, contract to sell, pledge or grant any option to purchase
or otherwise dispose of or transfer (or announce any offer, offer to sell, sale,
contract to sell, pledge or grant any option to purchase or other disposition or
transfer) any of such shares of New Pulitzer Stock or Hearst-Argyle Merger Stock
for a period of one year after the Spin-Off and the Merger (the "Restricted
Period"), except for the following possible dispositions ("Permitted
Dispositions"):
(i) gifts of Hearst-Argyle Merger Stock or New Pulitzer Stock
to charitable organizations, charitable trusts or charitable
split-interest trusts (of which, in the case of a gift to a
charitable split-interest trust, the non-charitable beneficiary or
beneficiaries is or are such 5% Stockholder or one or more family
members, as defined in Section 267(c)(4) of the Code, of such 5%
Stockholder);
(ii) gifts of Hearst-Argyle Merger Stock or New Pulitzer
Stock for estate planning purposes to one or more family members
(as defined in Section 267(c)(4) of the Code) of such 5%
Stockholder or to entities if such 5% Stockholder or one or more
family members ( as defined in Section 267(c)(4) of the Code) of
such 5% Stockholder would be deemed under the constructive
ownership rules of Section 267(c)(1) of the Code to own the
Hearst-Argyle Merger Stock or New Pulitzer Stock owned by such
entity; and
(iii) simultaneous sales of such 5% Stockholder's
Hearst-Argyle Merger Stock and New Pulitzer Stock in amounts that
represent equal proportions of the Hearst-Argyle Merger Stock and
New Pulitzer Stock received by such 5% Stockholder in the Spin-Off
and the Merger.
<PAGE> 2
October 23 , 1998
Page 2
Notwithstanding the foregoing, all Permitted Dispositions by the 5% Stockholders
collectively during the Restricted Period will not exceed in the aggregate the
number of shares of either Hearst-Argyle stock or New Pulitzer stock having a
fair market value, immediately after the Spin-Off and the Merger, equal to 9.5%
of the fair market value of all of such corporation's outstanding stock at such
time. In this regard, each of the 5% Stockholders will be entitled to engage in
a Permitted Disposition during the Restricted Period only to the extent such
Permitted Disposition, when combined with all prior Permitted Dispositions by
such 5% Stockholder during the Restricted Period, will not exceed 3.15% of the
issued and outstanding stock of each of Hearst-Argyle and New Pulitzer, unless
otherwise agreed in writing by each of the other 5% Stockholders. For this
purpose, Marital Trust B U/I Joseph Pulitzer, Jr. Dated 6/12/74, as amended
10/20/92, and the Pulitzer Family Trust shall be considered a single 5%
Stockholder.
Each of the undersigned understands and acknowledges that Pulitzer
and the IRS will rely upon the representations set forth in this letter and
agrees that this letter shall be binding upon such 5% Stockholder and his, her
or its successors, heirs, personal representatives and assigns.
Very truly yours,
MARITAL TRUST B U/I JOSEPH PULITZER,
JR. DATED 6/12/74, AS AMENDED 10/20/92
By: /s/ Emily Rauh Pulitzer
--------------------------------------
Emily Rauh Pulitzer, Successor Trustee
By: /s/ James V. Maloney
--------------------------------------
James V. Maloney, Successor Trustee
By: /s/ William Bush
--------------------------------------
William Bush, Successor Trustee
PULITZER FAMILY TRUST
By: /s/ Emily Rauh Pulitzer
--------------------------------------
Emily Rauh Pulitzer, Trustee
TRUST DATED 3/22/82 FBO MICHAEL E. PULITZER
By: /s/ Michael E. Pulitzer
--------------------------------------
Michael E. Pulitzer, Trustee
/s/ David E. Moore
------------------------------------------
David E. Moore
<PAGE> 1
Exhibit 4
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of March 18, 1999, by
and among PULITZER INC., a Delaware corporation (the "Company"), and Emily Rauh
Pulitzer, Michael E. Pulitzer and David E. Moore (collectively, the
"Stockholders" and individually referred to herein as a "Stockholder").
W I T N E S S E T H:
WHEREAS, the Stockholders own, directly or indirectly,
outstanding shares (the "Shares") of Class B Common Stock, $.01 par value per
share (the "Class B Common Stock"), of the Company exchangeable for a like
number of shares of Common Stock, $.01 par value per share (the "Common Stock"),
of the Company;
WHEREAS, the Shares have been deposited in a Voting Trust
(the "Voting Trust") pursuant to a voting trust agreement, dated as of March 18,
1999, which, among other things, restricts the transfer of such Shares;
WHEREAS, the Voting Trust permits the withdrawal from the
Voting Trust of all or a portion of the Shares upon their exchange for shares of
the Common Stock under certain circumstances, including the sale of the Common
Stock pursuant to a registered public offering;
WHEREAS, the Company desires to grant to each Stockholder,
including each Stockholder's heirs, legal representatives, successors and
assigns whose names are registered on the books maintained by the Company, and
any parent, sibling, spouse, child, grandchild or other relative of each
Stockholder (each, a "Family Relative"), or any custodian or trustee for the
benefit of any of the Stockholders or Family Relatives, or any partnership,
corporation or other entity for which a Stockholder or Family Relative acts as a
trustee or which is owned by a Stockholder or a Family Relative, (collectively,
the "Holders" and individually referred to herein as a "Holder"), certain
registration rights with respect to shares of the Common Stock issuable upon
exchange of the Shares.
NOW, THEREFORE, in consideration of the foregoing premises
and other good and valuable consideration, the parties hereby agree as follows:
1. REPRESENTATIONS AND WARRANTIES.
(a) Status, Power and Authority. The Company represents
and warrants that it is duly organized and validly existing under the laws of
the State of Delaware, that it has the
<PAGE> 2
legal power and authority to enter into this Agreement and carry out its
obligations hereunder and that this Agreement constitutes a legal, valid and
binding obligation of the Company.
(b) Covenant Against Material False Statement or
Omission. The Company covenants to the Holders that any registration statement,
prospectus, and any amendments or supplements thereto filed by the Company
pursuant to Section 3 or 4 of this Agreement will comply in all material
respects with the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations promulgated thereunder, and that none of such
registration statements, prospectuses, or amendments or supplements thereto
shall contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading (provided, however, that the covenants contained in this section
do not apply to any statements or omissions in such registration statement,
prospectus, or amendment or supplement thereto made in reliance upon information
furnished in writing to the Company by the Holders expressly for use therein).
2. Certain Definitions. As used in this Agreement, the
following terms shall have the following respective meanings:
(a) "Commission" shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act.
(b) "Initiating Holders" shall, except as provided in
Section 3(c) hereof, mean the Holders of not less than five percent of the
outstanding shares of Class B Common Stock.
(c) "Market Value" shall mean as of the date specified
for its computation the closing sale price for the security as reported on the
principal securities exchange on which such security is traded or if not traded
on an exchange, the closing sale price as reported on the NASDAQ national market
system, or if not so listed or traded, the closing bid price reported in the
over-the-counter market.
(d) The term "register", "registered" and "registration"
shall refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act and the applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness of
such registration statement.
(e) "Registration Expenses" shall mean all expenses
incurred by the Company in compliance with Sections 3 and 4 hereof, including,
without limitation, all registration and filing fees, printing expenses, fees
and disbursements of counsel for the Company, blue sky fees and expenses, and
the expense of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of the
Company; which shall be paid in any event by the Company).
2
<PAGE> 3
(f) "Selling Expenses" shall mean all underwriting
discounts and selling commissions applicable to the sale of the Common Stock and
all fees and disbursements of counsel for the selling Holdings.
3. Requested Registration.
(a) Request for Registration. If the Company shall
receive from Initiating Holders, at any time or times not earlier than three
months and not later than nine months after the end of a fiscal year of the
Company, a written request that the Company effect any registration with respect
to all or a part of the shares of the Common Stock issuable upon exchange of the
Shares of any one or more of the Initiating Holders having a Market Value of not
less than $2,000,000 on the business day preceding the date of such written
request, the Company will:
(i) promptly give written notice of the proposed
registration to all other Holders; and
(ii) as soon as practicable, use its diligent best
efforts to effect such registration (including, without limitation, the
execution of an undertaking to file post-effective amendments, appropriate
qualification under applicable blue sky or other state securities laws and
appropriate compliance with applicable regulations issued under the Securities
Act) as may be so requested and as would permit or facilitate the sale and
distribution of all or such portion of such shares of the Common Stock as are
specified in such request, together with all or such portion of the shares of
common stock of any Holder or Holders joining in such request as are specified
in a written request given within twenty (20) days after mailing of such written
notice by the Company; provided that the Company shall not be obligated to
effect, or to take any action to effect, any such registration pursuant to this
Section 3:
(A) In any particular jurisdiction in which the
Company would be required to execute a general consent to service of process in
effecting such registration, qualification or compliance, unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act or applicable rules or regulations thereunder; or
(B) More than two times pursuant to requests
hereunder in any consecutive 12 month period; or
(C) Within 120 days of the effectiveness of a
registration statement filed by the Company pursuant to which the Holders were
entitled to register all or part of the shares of the Common Stock issuable upon
exchange of their Shares; or
(D) If the Company informs the Initiating Holders
that the Company intends to file a registration statement within 30 days of the
written request from
3
<PAGE> 4
the Initiating Holders pursuant to which the Holders will have the right
to register all or part of the shares of the Common Stock issuable upon
exchange of their shares.
Subject to the foregoing clauses (A), (B), (C) and (D), the
Company shall file a registration statement covering shares of the Common Stock
so requested to be registered as soon as practicable after receipt of the
request or requests of the Initiating Holders.
The registration statement filed pursuant to the request of the
Initiating Holder may, subject to the provisions of Section 3(b) below, include
other securities of the Company which are being sold by the Company or which are
held by officers or directors of the Company (other than the Holders) or which
are held by persons who, by virtue of agreements with the Company, are entitled
to include their securities in any such registration.
(b) Underwriting. If the Initiating Holders intend to
distribute the shares of the Common Stock covered by their request by means of
an underwriting, they shall so advise the Company as a part of their request
made pursuant to Section 3 and the Company shall include such information in the
written notice referred to in Section 3 (a)(i) above. The right of any Holder to
registration pursuant to this Section 3 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's shares of
the Common Stock in the underwriting (unless otherwise mutually agreed by a
majority in interest of the Initiating Holders and such Holder with respect to
such participation and inclusion) to the extent provided herein. A Holder may
elect to include in such underwriting all or a part of the shares of the Common
Stock issuable upon the exchange of that Holder's Shares.
If officers or directors of the Company (other than the Holders)
holding shares of the Common Stock of the Company shall request inclusion in any
registration pursuant to this Section 3, or if holders of securities of the
Company who are entitled, by contract with the Company, to have securities
included in such a registration (the "Other Stockholders") request such
inclusion, the Initiating Holders shall, on behalf of all Holders, offer to
include the securities of the Company held by such officers, directors and Other
Stockholders in the underwriting and may condition such offer to such officers,
directors and Other Stockholders on their acceptance of the further applicable
provisions of this Agreement. The Company shall (together with all Holders,
officers, directors and Other Stockholders proposing to distribute their
securities through such underwriting) enter into an underwriting agreement in
customary form with the representative of the underwriter or underwriters
selected for such underwriting by a majority in interest of the Initiating
Holders and reasonably acceptable to the Company. Notwithstanding any other
provision of this Section 3, if the representative advises the Initiating
Holders in writing that marketing factors require a limitation on the number of
shares to be underwritten, the Initiating Holders shall so advise all Holders of
shares of the Common Stock, officers and directors of the Company and Other
Stockholders whose securities would otherwise be underwritten pursuant hereto,
and the number of shares of the Common Stock and other securities that may be
included in the registration and underwriting shall be allocated among all such
Holders, officers and directors of the Company and Other Stockholders in
proportion,
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as nearly as practicable, to the respective amounts of shares of the Common
Stock or other securities which they had requested to be included in such
registration at the time of filing the registration statement. No shares of the
Common Stock or other securities excluded from the underwriting by reason of the
underwriter's marketing limitation shall be included in such registration. If
any Holder of shares of the Common Stock, officer, director or Other Shareholder
who has requested inclusion in such registration as provided above disapproves
of the terms of the underwriting, such person may elect to withdraw therefrom by
written notice to the Company, the underwriter and the Initiating Holders. The
securities so withdrawn shall also be withdrawn from registration. If the
underwriter has not limited the number of shares of the Common Stock to be
underwritten, the Company may include its securities for its own account in such
registration if the underwriter so agrees and if the number of shares of the
Common Stock which would otherwise have been included in such registration and
underwriting will not thereby be limited.
(c) Registration at Request of the Estate of a Holder.
Within nine months of the death of any Holder, the estate of that Holder may on
a single occasion act as an Initiating Holder notwithstanding the failure to
meet the five percent ownership requirement set forth in Section 2(b) and may
request registration of all or part of the shares of the Common Stock issuable
upon exchange of the Shares held by such estate notwithstanding a failure to
meet the $2,000,000 minimum Market Value set forth in Section 3(a), provided
that such estate could not within three months following the request for
registration then sell pursuant to Rule 144 under the Securities Act all the
shares of the Common Stock issuable upon exchange of the Shares held by such
estate. If an estate acting as an Initiating Holder pursuant to this Section
3(c) intends to distribute shares of the Common Stock by means of an
underwriting pursuant to Section 3(b), the provisions of Section 3(b) requiring
a reduction in the shares of the Common Stock included in the registration and
underwriting shall not apply to the shares of the Common Stock being registered
for the estate and the shares of the Common Stock included by all other
participants in the registration and underwriting shall be reduced accordingly.
The provisions of this Section 3(c) may only be used one time by each estate.
4. Company Registration.
(a) If the Company shall determine to register any of its
securities either for its own account or the account of a security holder or
holders, other than the first registration of the Company's securities on Form
S-1, or a registration relating solely to employee benefit plans, or a
registration relating solely to a Commission Rule 145 transaction, or a
registration on any registration form which does not permit secondary sales or
does not include substantially the same information as would be required to be
included in a registration statement covering the sale of shares of the Common
Stock, the Company will:
(i) promptly give to each Holder written notice thereof;
and
(ii) include in such registration (and any related
qualification under applicable blue sky or other state
securities laws), and in any underwriting involved
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<PAGE> 6
therein, all the shares of the Common Stock specified in a
written request or requests, delivered by any Holder within
twenty (20) days after mailing of the written notice from the
Company described in clause (i) above, except as set forth in
Section 4(b) below. Such written request may specify all or a
part of the shares of the Common Stock issuable upon exchange of
a Holder's Shares.
(b) Underwriting. If the registration of which the
Company gives notice is for a registered public offering involving an
underwriting, the Company shall so advise the Holders as a part of the written
notice given pursuant to Section 4(a)(i). In such event the right of any Holder
to registration pursuant to this Section 4 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
shares of the Common Stock in the underwriting to the extent provided herein and
shall be further conditioned upon the Company receiving requests to include in
the underwriting shares of the Common Stock having a Market Value as of the
fifteenth day following mailing of the Company's notice of not less than
$500,000. All Holders proposing to distribute their securities through such
underwriting shall (together with the Company and the officers and directors of
the Company and Other Stockholders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for underwriting by the Company.
Notwithstanding any other provision of this Section 4, if the underwriter
determines that marketing factors require a limitation on the number of shares
to be underwritten, the underwriter may (subject to the allocation priority set
forth below) limit the number of shares of the Common Stock to be included in
the registration and underwriting by all Holders, officers and directors of the
Company and Other Stockholders requesting registration. The Company shall advise
all holders of shares of the Common Stock requesting registration of the
limitation on the number of shares to be underwritten, and the number of shares
of the Common Stock that are entitled to be included in the registration and
underwriting shall be allocated in the following manner: the number of shares to
be included in the registration and underwriting by the Company shall not be
reduced and any remaining shares shall be allocated among all such Holders,
officers and directors of the Company and Other Stockholders in proportion, as
nearly as practicable, to the respective amounts of shares of the Common Stock
or other securities which they had requested to be included in such registration
at the time of filing the registration statement. If any Holder of shares of the
Common Stock or any officer, director of Other Stockholder disapproves of the
terms of any such underwriting, that person may elect to withdraw therefrom by
written notice to the Company and the underwriter. Any shares of the Common
Stock excluded or withdrawn from such underwriting shall be withdrawn from such
registration.
5. Expenses of Registration. All Registration Expenses
incurred in connection with any registration, qualification or compliance
pursuant to this Agreement shall be borne by the Company, and all Selling
Expenses shall be borne by the holders of the securities so registered pro rata
on the basis of the number of their shares so registered; provided, however,
that the Company shall not be required to pay any Registration Expenses if, as a
result of the withdrawal of a request for registration by Initiating Holders,
the registration statement does not become effective, in which case the Holders,
officers and directors of the Company and Other Stockholders requesting
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<PAGE> 7
registration shall bear such Registration Expenses pro rata on the basis of the
number of their shares so included in the registration request, and provided,
further, that such registration shall not be counted as a registration pursuant
to Section 3(a)(ii)(B).
6. Registration on Form S-3. The Company shall use its best
efforts to qualify for registration on Form S-3 or any comparable or successor
form or forms; and to that end the Company shall register (whether or not
required by law to do so) the Common Stock under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), in accordance with the provisions of the
Exchange Act following the effective date of the first registration of any
securities of the Company on Form S-1 or any comparable or successor form or
forms. After the Company has qualified for the use of Form S-3 or any comparable
or successor form or forms, in addition to the rights contained in the foregoing
provisions of this Agreement, the Holders shall have the right to request
registrations on Form S-3 in accordance with the procedures set forth in Section
3(a) provided the restrictions in Section 3(a)(ii)(B) shall not apply.
7. Registration Procedures, In the case of each registration
effected by the Company pursuant to this Agreement, the Company will keep each
Holder advised in writing as to the initiation of each registration and as to
completion thereof. As its expense, the Company shall:
(a) Keep such registration effective for a period of one
hundred twenty (120) days or until the Holder or Holders have completed the
distribution described in the registration statement relating thereto, whichever
first occurs; provided, however, that (i) such 120-day period shall be extended
for a period of time equal to the period the Holder refrains from selling any
securities included in such registration in accordance with the provisions of
Section 11 hereof; and (ii) in the case of any registration of shares of the
Common Stock on Form S-3, or any successor form or forms, which are intended to
be offered on a continuous or delayed basis, such 120-day period shall be
extended, if necessary, to keep the registration statement effective until all
such shares of the Common Stock are sold, provided that Rule 415, or any
successor rule under the Securities Act, permits an offering on a continuous or
delayed basis, and provided further that applicable rules under the Securities
Act governing the obligation to file a post-effective amendment which (y)
includes any prospectus required by Section 10(a)(3) of the Securities Act or
(z) reflects facts or events representing a material change in the information
set forth in the registration statement, the incorporation by reference in the
registration statement of information required to be included in (y) and (z)
above to be contained in periodic reports filed pursuant to Section 13 or 15(d)
of the Exchange Act;
(b) Furnish such number of prospectuses and other
documents incident thereto as a Holder from time to time may reasonably request;
and
(c) In connection with any underwritten offering pursuant
to a registration statement filed pursuant to Section 3 hereof, the Company will
enter into any underwriting agreement reasonably necessary to effect the offer
and sale of the Common Stock, provided such underwriting
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<PAGE> 8
agreement contains customary underwriting provisions, and provided further that
if the underwriter so requests, the underwriting agreement will contain
customary indemnification any contribution provisions.
8. Indemnification.
(a) The Company will indemnify each Holder, each of its
officers, directors and partners, if any, and each person controlling such
Holder, with respect to which registration, qualification or compliance has been
effected pursuant to this Agreement, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus, offering circular or other document (including any related
registration statement, notification or the like) incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by the
Company of the Securities Act or any rule or regulation thereunder applicable to
the Company and relating to action or inaction required of the Company in
connection with any such registration, qualification or compliance, and will
reimburse each such Holder, each of its officers, directors and partners, if
any, and each person controlling such Holder, for any legal and any other
expenses reasonably incurred in connection with investigating and defending any
such claim, loss, damage, liability or expense arises out of or is based on any
untrue statement or omission based upon written information furnished to the
Company by such Holder and stated to be specifically for use therein.
(b) Each Holder will, if shares of the Common Stock
issuable upon exchange of the Shares held by that Holder are included in the
securities as to which such registration, qualification or compliance is being
effected, indemnify the Company, each of its directors and officers, each person
who controls the Company within the meaning of the Securities Act and the rules
and regulations thereunder, each other such Holder and each Other Stockholder
and each of their officers, directors and partners, and each person controlling
such Holder or Other Stockholder, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Company and such Holders, Other Stockholders,
directors, officers, partners, persons or control persons for any legal or any
other expenses reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability or action, in each case to the extent,
but only to the extent, that such untrue statement (or alleged untrue statement)
or omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the Company by such Holder and
stated to be specifically for use therein; provided, however, that the
obligations of such Holders hereunder shall be limited to an amount equal to the
proceeds to each such Holder of securities sold as contemplated herein.
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<PAGE> 9
(c) Each party entitled to indemnification under this
Section 8 (the "Indemnified Party") shall give notice to the party required to
provided indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense or any
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld), and the Indemnified Party
may participate in such defense at such party's expense, and provided further
that the failure or any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this
Agreement. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgement or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. Each Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may reasonably request
in writing and as shall be reasonably required in connection with defense of
such claim and litigation resulting therefrom.
9. Information by Holder. Each Holder shall furnish to the
Company such information regarding such Holder and the distribution proposed by
such Holder as the Company may reasonably request in writing and as shall be
reasonably required in connection with any registration, qualification or
compliance referred to in this Agreement.
10. Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission which may permit the
sale of the Common Stock to the public without registration, the Company agrees
to:
(a) Make and keep public information available, as those
terms are understood and defined in Rule 144 under the Securities Act, at all
times from and after ninety (90) days following the effective date of the first
registration under the Securities Act filed by the Company for an offering of
its securities to the general public;
(b) Use its best efforts to file with the Commission in a
timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act at any time after it has become subject to
such reporting requirements; and
(c) Furnish to a Holder forthwith upon request a written
statement by the Company as to its compliance with the reporting requirements of
Rule 144 (at any time from and after ninety (90) days following the effective
date of the first registration statement filed by the Company for an offering of
its securities to the general public), and of the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements), a copy of the most recent annual or quarterly report of the
company, and such other reports and documents so filed as a Holder
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<PAGE> 10
may reasonably request in availing itself of any rule or regulation of the
Commission allowing a Holder to see any such securities without registration.
11. "Market Stand-off" Agreement. If requested by the Company
and an underwriter of the Common Stock (or other securities) of the Company,
Stockholders will not sell or otherwise transfer or dispose of any of the Common
Stock (or other securities) of the Company issuable upon exchange of the Shares
held by them during the one hundred twenty (120) day period following the
effective date of a registration statement of the Company filed under the
Securities Act, other than a registration statement relating solely to employee
benefit plans, a registration statement relating solely to a Commission Rule 145
transaction, or a registration statement covering a delayed or continuous
offering pursuant to Rule 415 under the Securities Act.
The Company may impose stop-transfer instructions with respect to
the shares (or securities) subject to the foregoing restriction until the end of
said one hundred twenty (120) day period.
12. Limitations on Grant of Subsequent Registration Rights.
The Company shall not enter into any agreement with any holder or prospective
holder of the securities of the Company giving such holder or prospective holder
the right to require the Company to initiate any registration of any securities
of the Company or to require the Company to include in any registration
securities owned by such holder unless such agreement is consistent with the
provisions of this Agreement and with the rights of the Holders hereunder.
13. Term. The obligations of the Company to effect any
registration pursuant to this Agreement shall terminate at such time as the
Holders may sell all shares of the Common Stock issuable upon exchange of their
Shares within a three month period in reliance on Rule 144 under the Securities
Act, or any comparable or successor rule, assuming that the Holders at such time
are not required to aggregate their sales with sales by any other Holder other
than a predecessor Holder and assuming the average weekly volume of trading in
the Common Stock during any period is less than one percent of the shares of the
Common Stock outstanding.
14. Amendments and Waivers. This Agreement may be amended and
the Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company shall have obtained
the written consent to such amendment, action or omission to act, of the Holders
of more than 80% of the Shares and, in the case of any amendment, action or
omission to act which adversely affects any Holder of Shares differently from
any of the other Holders of Shares, the written consent of such Holder. Each
Holder of any Shares at the time or thereafter outstanding shall be bound by any
consent authorized by this Section 14.
15. Notices. All communications provided for hereunder shall
be sent by first-class mail and (a) if addressed to a Holder, at the address
that such Holder shall have furnished to the Company in writing, or, until any
such other Holder so furnished to the Company an address, then
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to and at the address of the last Holder of such Shares who has furnished an
address to the Company, or (b) if addressed to the Company, at 900 North Tucker
Boulevard, St. Louis, Missouri 63101 to the attention of its President, or at
such other address, or to the attention of such other officer, as the Company
shall have furnished to each Holder at the time outstanding, with a copy of all
such notices to: Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New
York 10103 to the attention of Richard A. Palmer.
16. Assignment. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and their respective
heirs, legal representatives, successors and assigns. In addition, and whether
or not any express assignment shall have been made, the provisions of this
Agreement which are for the benefit of the parties hereto other than the Company
shall also be for the benefit of and enforceable by any subsequent Holder,
subject to the provisos respecting the minimum numbers or percentages of Shares
required in order to be entitled to certain rights, or take certain actions,
contained herein.
17. Descriptive Headings. The descriptive headings of the
several sections and paragraphs of this Agreement are inserted for reference
only and shall not limit or otherwise affect the meaning hereof.
18. Governing Law. This Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the laws of the State of New York.
19. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their
respective officers thereunto duly authorized as of the date first above
written.
PULITZER INC.
By: /s/ Ronald H. Ridgway
-------------------------------------
Ronald H. Ridgway
Senior Vice President - Finance
/s/ Emily Rauh Pulitzer
-------------------------------------
Emily Rauh Pulitzer
/s/ Michael E. Pulitzer
-------------------------------------
Michael E. Pulitzer
/s/ David E. Moore
-------------------------------------
David E. Moore
12
