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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[ ] Definitive proxy statement.
[X] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
PULITZER INC.
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(Name of Registrant as Specified in Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PULITZER INC.
900 NORTH TUCKER BOULEVARD
ST. LOUIS, MISSOURI 63101
(314) 340-8000
May 1, 2000
Dear Fellow Stockholder:
Pulitzer Inc. (the "Company") recently mailed to you its Proxy Statement,
dated April 10, 2000, in connection with the Annual Meeting of Stockholders of
the Company to be held at 10:00 A.M., Central Daylight Time, on Wednesday, May
17, 2000, at the St. Louis Art Museum Auditorium, Forest Park, St. Louis,
Missouri 63110. The Proxy Statement inadvertently omitted, immediately under the
caption "Option Grants in Last Fiscal Year" on page 15, the sentence and table
set forth below:
The following table provides information on option grants in fiscal 1999 to
the named executive officers of the Company:
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (G)
NUMBER OF % OF TOTAL (F)
SECURITIES OPTIONS POTENTIAL REALIZABLE
UNDERLYING GRANTED VALUE AT ASSUMED ANNUAL
OPTIONS TO RATES OF STOCK PRICE
GRANTED EMPLOYEES EXERCISE OR APPRECIATION FOR OPTION TERM
(# OF IN FISCAL BASE PRICE EXPIRATION -----------------------------
NAME SHARES)(1)(2) 1999(3) ($/SH) DATE 5%($)(4) 10%($)(4)
---- ------------- ---------- ----------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Michael E. Pulitzer....... 139,800 13.8% 39.8750 04/07/09 3,505,788 8,884,357
Michael E. Pulitzer....... 75,000 7.4 39.6875 12/17/09 1,871,944 4,743,874
Robert C. Woodworth....... 139,800 13.8 39.8750 04/07/09 3,505,788 8,884,357
Robert C. Woodworth....... 100,000 9.9 39.6875 12/17/09 2,495,926 6,325,165
Ronald H. Ridgway......... 56,070 5.5 39.8750 04/07/09 1,406,077 3,563,276
Ronald H. Ridgway......... 50,000 4.9 39.6875 12/17/09 1,247,963 3,162,583
Terrance C. Z. Egger...... 17,800 1.8 39.8750 04/07/09 446,374 1,131,199
Terrance C. Z. Egger...... 25,000 2.5 46.3125 07/21/09 728,142 1,845,254
Terrance C. Z. Egger...... 25,000 2.5 39.6875 12/17/09 623,981 1,581,291
Mark G. Contreras......... 27,000 2.7 39.8750 04/07/09 677,084 1,715,863
Mark G. Contreras......... 20,000 2.0 39.6875 12/17/09 499,185 1,265,033
</TABLE>
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(1) For a discussion of option grants in fiscal 1999 to the Named Executives,
see "Compensation Committee Report on Executive Compensation -- Executive
Compensation Program" and "-- Compensation of the Executive Chairman and the
Chief Executive Officer."
(2) Each option becomes exercisable in one-third increments over a three-year
period on the anniversary date of the grant.
(3) Based on an aggregate of 1,014,559 stock options granted to all employees in
fiscal 1999.
(4) The dollar amounts under these columns are the result of calculations
assuming annual rates of stock price appreciation over the option term at
the 5% and 10% rates set by Securities and Exchange Commission rules and are
not intended to forecast possible future appreciation, if any, in the
Company's stock price.
Enclosed is a new form of proxy that gives you the opportunity to change
your vote based upon the supplemental information set forth above, if you have
already voted. In the event that the enclosed new form of proxy is utilized and
indicates a vote different from a vote previously delivered on a form of proxy,
by
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telephone or on the Internet, the vote set forth on the new form of proxy will
be counted and the prior vote will not be counted. You may also change your vote
on the Internet or by using the telephone voting procedures.
If you have already voted your proxy and do not wish to change your vote,
please disregard this new form of proxy.
The Annual Meeting will take place as originally scheduled. All
stockholders are cordially invited to attend the meeting in person. If you have
previously mailed in a proxy or voted by telephone or on the Internet and wish
to change your vote, or if you have not voted previously and wish to do so, then
mark your votes, date and sign the enclosed new form of proxy and return it
promptly in the envelope provided, or change or cast your votes on the Internet
or by using the telephone voting procedures, whether or not you currently plan
to attend the Annual Meeting. You may revoke your proxy if you decide to attend
the Annual Meeting and wish to vote your shares in person.
JAMES V. MALONEY
SECRETARY
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PROXY
PULITZER INC.
THIS PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 17, 2000
Michael E. Pulitzer and David E. Moore, and each of them, as the true and
lawful attorneys, agents and proxies of the undersigned, with full power of
substitution, are herby authorized to represent and to vote, as designated
below, all shares of common stock of Pulitzer Inc. (the "Company") held of
record by the undersigned on March 31, 2000, at the Annual Meeting of
Stockholders to be held at 10:00 a.m., Central Daylight Time, on May 17,
2000, at the St. Louis Art Museum Auditorium, Forest Park, St. Louis,
Missouri 63110, and at any adjournment thereof.
Discretionary authority is hereby granted with respect to such other
matters as may properly come before the meeting.
The signor acknowledges receipt of the Notice of Annual Meeting of
Stockholders to be held on May 17, 2000 and the Proxy Statement of the
Company, each dated April 10, 2000, the Company's Annual Report for the
fiscal year ended December 26, 1999, and the supplemental proxy material,
dated May 1, 2000.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES ON THE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS.
[SEE REVERSE SIDE]
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/\FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL/\
ELECTRONIC DELIVERY OF NEXT YEAR'S PROXY MATERIALS
Sign up to receive next year's annual report and proxy materials via the
Internet. Next year when the materials are available, we will send you an
e-mail with instructions which will enable you to review these materials
on-line. To sign up for this optional service, visit:
HTTP://WWW.ECONSENT.COM/PTZ
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<CAPTION>
<S><C>
PLEASE MARK YOUR |
[x] VOTES AS IN THIS | 3925
EXAMPLE. |-------
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
SET FORTH BELOW AND "FOR" PROPOSALS 2 AND 3.
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed below FOR AGAINST ABSTAIN
1. Proposal No. 1- 2. Proposal No. 2 - Approval of the
Election of Class [ ] [ ] Amendment to the Pulitzer Inc. [ ] [ ] [ ]
B Directors. 1999 Employee Stock Purchase Plan.
NOMINEES: 01-William Bush, 02-Michael E. Pulitzer and 3. Proposal No. 3 - Ratification of
03-Ronald H. Ridgway the appointment of Deloitte &
Touche LLP as independent auditors [ ] [ ] [ ]
INSTRUCTION: To withhold authority to vote for any individual of the Company for the 2000 fiscal
nominee, write that nominee's name on the line year.
set forth below.
- ------------------------------------------------------------- THE UNDERSIGNED HEREBY REVOKES ANY PROXY TO VOTE SHARES OF
COMMON STOCK OF THE COMPANY HERETOFORE GIVEN BY THE
UNDERSIGNED.
SIGNATURES(S) DATE
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NOTE: Please sign exactly as name appears hereon. Each joint owner should sign.
Executors, administrators, trustees, etc., should give full title.
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/\ FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL /\
PULITZER INC.
Dear Stockholder:
Pulitzer Inc. encourages you to take advantage of new and convenient ways to vote your shares. You can vote your shares
electronically through the internet or the telephone, 24 hours a day, 7 days a week. This eliminates the need to return the proxy
card.
To vote your shares by these means, please use the control number printed in the box above, just below the perforation. The series
of numbers that appear in the box above must be used to access the system. To ensure that your vote will be counted, please cast
your internet or telephone vote before 12:00 a.m. on May 16, 2000.
1. To vote over the Internet:
- Log on the Internet and go to the web site http://www.eproxyvote.com/ptz
2. To vote by Telephone:
- On a touch-tone telephone call 1-877-PRX-VOTE (1-877-779-8683)
- Outside of the U.S. and Canada call 201-536-8073
Your electronic vote authorizes the named proxies in the same manner as if you marked, signed, dated and returned the proxy card.
If you choose to vote your shares electronically, there is no need for you to mail back your proxy card.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
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