<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 8-K
------------------------
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 4, 1999
PULITZER INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-9329 431819711
- ---------------------------- ------------- --------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
900 North Tucker Boulevard, St. Louis, Missouri 63101
- ----------------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 340-8000
--------------------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
As of October 4, 1999, the Registrant entered into an agreement to
purchase substantially all of the assets of The Pantagraph, a daily and Sunday
newspaper that serves the central Illinois cities of Bloomington and Normal, and
a group of seven community newspapers known as the Illinois Valley Press for
$180 million from The Chronicle Publishing Company of San Francisco (the "Asset
Purchase Agreement"). The transaction is expected to close in January, 2000 and
is subject to customary approvals, including review under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
In connection with the execution and delivery of the Asset Purchase
Agreement, the Registrant issued the press release filed herewith as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
99 Press release, dated October 5, 1999.
All other Items of this report are inapplicable.
-2-
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
PULITZER INC.
Date: October 6, 1999 By:/s/ RONALD H. RIDGWAY
--------------------------------
Name: Ronald H. Ridgway
Title: Senior Vice President-Finance
-3-
<PAGE> 4
EXHIBIT INDEX
99 Press release, dated October 5, 1999.
<PAGE> 1
[PULITZER LETTERHEAD]
[PULITZER LOGO]
FOR IMMEDIATE RELEASE
PULITZER INC. ANNOUNCES AGREEMENT
TO BUY THE PANTAGRAPH IN CENTRAL ILLINOIS
The Pantagraph Will Become Pulitzer's Third-Largest Property
ST. LOUIS, October 5, 1999 - Pulitzer Inc. (NYSE:PTZ) announced today
that it will purchase The Pantagraph, a daily and Sunday newspaper that serves
the central Illinois cities of Bloomington and Normal, and a group of seven
community newspapers known as the Illinois Valley Press, for $180 million from
The Chronicle Publishing Company of San Francisco. The transaction is expected
to close in January 2000 and is subject to customary approvals, including review
under the Hart-Scott-Rodino Act.
The transaction is structured as a purchase of assets, which will
enable Pulitzer to realize up to $70 million in tax benefits over the
depreciable and amortizable lives of the assets acquired. Pulitzer will pay for
the acquisition from its cash reserves.
Pulitzer said it expects the purchase to be dilutive to earnings by 5
percent to 7 percent in the first year. Dilution is estimated to drop to 2
percent to 3 percent in the third year and is not expected to be a factor
thereafter.
With 1999 revenues of approximately $29 million and circulation of
about 50,100 daily and 54,000 Sunday, The Pantagraph will become Pulitzer's
third-largest property. The transaction represents Pulitzer Inc.'s first
acquisition since it became an independent public company in March 1999 with the
spinoff of the newspaper publishing and new media businesses formerly operated
by Pulitzer Publishing Company.
-more-
<PAGE> 2
Add one
Pulitzer Pantagraph acquisition
Robert C. Woodworth, president and chief executive officer of Pulitzer,
said, "The Pantagraph will be an excellent addition to our line-up of strong
publishing properties. It's a very close fit with our acquisition strategy,
which targets newspapers that have leading positions in good growth markets, and
it has an outstanding management team with an enviable record.
"The Pantagraph has established a loyal and large customer base by
providing the best daily coverage of local news in the Bloomington/Normal area.
The daily paper reaches 62.5 percent of the market's households, which is the
sixth highest daily penetration rate in the nation, and The Pantagraph operates
a successful, growing website.
"The area has experienced strong economic and population growth over
the past decade, and the growth is projected to continue. It's the home of
Illinois State University, which has more than 20,000 students. Retail
advertising has remained strong, and new retailers are entering or are expected
to enter the market. For example, Famous-Barr is scheduled to open a store there
- - its first in the market - in the near future.
"The combination of a great market and a strong management team gives
us an excellent opportunity to grow revenues and cash flow," Woodworth added.
In addition to The Pantagraph, the acquisition includes a group of
seven community newspapers throughout central Illinois known as the Illinois
Valley Press, providing better overall coverage of the area.
The Pantagraph, founded in 1837, was privately owned by a single family
and its descendants until 1980, when Chronicle Publishing acquired it.
-more-
<PAGE> 3
Add two
Pulitzer Pantagraph acquisition
Pulitzer Inc.'s newspaper operations include two major metropolitan
dailies, the St. Louis Post-Dispatch and The Arizona Daily Star in Tucson,
Ariz., and 11 other dailies: The Daily Herald, Provo, Utah; the Santa Maria
Times, Santa Maria, Calif.; The Napa Valley Register, Napa, Calif.; The World,
Coos Bay, Ore.; The Hanford Sentinel, Hanford, Calif.; the Arizona Daily Sun,
Flagstaff, Ariz.; the Troy Daily News, Troy, Ohio; The Daily Chronicle, DeKalb,
Ill.; The Garden Island, Lihue, Hawaii; The Daily Journal, Park Hills, Mo.; and
The Daily News, Rhinelander, Wisc.
Through its Pulitzer Technologies subsidiary, Pulitzer Inc. also
engages in a variety of new media and interactive initiatives, including web
sites related to the newspapers in St. Louis and Tucson and a number of its
other dailies. Pulitzer Inc. is the successor to the company originally founded
by Joseph Pulitzer in St. Louis in 1878.
For further information, contact James V. Maloney, director of
shareholder relations, Pulitzer Inc. at (314) 340-8402.
SPECIAL NOTE
The above statements include forward-looking statements which are based on
current management expectations related to The Pantagraph acquisition.
Factors that could cause future results to differ from these expectations
include the following: overall advertising expenditures, competition and
general economic conditions. Additional factors are described in the
Company's reports filed with the Securities and Exchange Commission
