LEE ENTERPRISES INC
10-Q, 1999-08-09
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
            [ X ] Quarterly Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                         For Quarter Ended June 30, 1999
                                       OR
          [ ] Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                          Commission File Number 1-6227

                          Lee Enterprises, Incorporated


A Delaware Corporation                                          I.D. #42-0823980
215 N. Main Street
Davenport, Iowa  52801
Phone:  (319) 383-2100


Indicate  by a check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date.

                Class                               Outstanding at June 30, 1999
- ---------------------------------------             ----------------------------

Common Stock, $2.00 par value                                 32,978,254
Class "B" Common Stock, $2.00 par value                       11,419,820
<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1.

LEE ENTERPRISES, INCORPORATED

CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per Share Data)
<TABLE>
                                                  Three Months Ended         Nine Months
                                                        June 30,            Ended June 30,
                                                  --------------------------------------------
                                                    1999        1998        1999       1998
- ----------------------------------------------------------------------------------------------
<S>                                               <C>         <C>         <C>         <C>
                                                               (Unaudited)
Operating revenue:
   Publishing:
      Daily newspaper:
        Advertising ...........................   $ 52,805    $ 50,770    $153,524    $145,999
        Circulation ...........................     20,348      20,439      61,196      61,457
      Other ...................................     29,834      27,245      87,350      77,641
   Broadcasting ...............................     30,624      34,549      93,286      96,751
   Equity in net income of associated companies      2,176       2,090       6,154       5,849
                                                  --------------------    --------------------
                                                   135,787     135,093     401,510     387,697
                                                  --------------------    --------------------
Operating expenses:
   Compensation costs .........................     51,380      48,898     151,380     143,740
   Newsprint and ink ..........................      8,802      10,637      28,737      30,773
   Depreciation ...............................      5,484       4,963      15,754      14,283
   Amortization of intangibles ................      4,467       4,533      13,347      13,462
   Other ......................................     34,089      33,605     103,774      99,136
                                                  --------------------    --------------------
                                                   104,222     102,636     312,992     301,394
                                                  --------------------    --------------------
              Operating income ................     31,565      32,457      88,518      86,303
                                                  --------------------    --------------------

Financial (income) expense, net:
   Financial (income) .........................       (700)       (673)     (2,151)     (2,391)
   Financial expense ..........................      3,266       3,742      10,518      11,792
                                                  --------------------    --------------------
                                                     2,566       3,069       8,367       9,401
                                                  --------------------    --------------------

              Income before taxes on income ...     28,999      29,388      80,151      76,902
Income taxes ..................................      9,555      11,297      29,100      29,616
                                                  --------------------    --------------------
              Net income ......................   $ 19,444    $ 18,091    $ 51,051    $ 47,286
                                                  ====================    ====================

Average outstanding shares:
   Basic ......................................     44,303      44,642      44,272      44,982
                                                  ====================    ====================
   Diluted ....................................     44,926      45,398      44,876      45,735
                                                  ====================    ====================

Earnings per share:
   Basic ......................................   $   0.44    $   0.41    $   1.15    $   1.05
   Diluted ....................................       0.43        0.40        1.14        1.03

Dividends per share ...........................       0.15        0.14        0.45        0.42
</TABLE>
<PAGE>


LEE ENTERPRISES, INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)

                                                         June 30,  September 30,
ASSETS                                                     1999        1998
- --------------------------------------------------------------------------------
                                                             (Unaudited)

Cash and cash equivalents ..........................     $ 27,909   $ 16,941
Accounts receivable, net ...........................       65,264     61,880
Newsprint inventory ................................        3,684      3,878
Program rights and other ...........................       11,685     16,892
                                                         -------------------
              Total current assets .................      108,542     99,591

Investments ........................................       28,315     26,471
Property and equipment, net ........................      136,458    128,372
Intangibles and other assets .......................      397,213    406,151
                                                         -------------------
                                                         $670,528   $660,585
                                                         ===================

LIABILITIES AND STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------

Current liabilities ................................     $ 78,112   $ 98,061
Long-term debt, less current maturities ............      185,812    186,028
Deferred items .....................................       57,627     56,737
Stockholders' equity ...............................      348,977    319,759
                                                         -------------------
                                                         $670,528   $660,585
                                                         ===================

<PAGE>


LEE ENTERPRISES, INCORPORATED

CONDENSED CONSOLIDATED statements of cash flows
(In Thousands)


Nine Months Ended June 30:                                    1999        1998
- --------------------------------------------------------------------------------
                                                                (Unaudited)
   Cash Provided by Operations:
      Net income ........................................   $ 51,051   $ 47,286
      Adjustments to reconcile net income to net cash
        provided by operations:
        Depreciation and amortization ...................     29,101     27,745
        Distributions in excess of earnings of associated
           companies ....................................        885        640
        Other balance sheet changes .....................        317      5,994
                                                            -------------------
              Net cash provided by operations ...........     81,354     81,665
                                                            -------------------

   Cash Required for Investing Activities:
      Acquisitions ......................................     (5,499)    (3,037)
      Purchase of property and equipment ................    (23,548)   (18,723)
      Other .............................................       (593)      (575)
                                                            -------------------
              Net cash required for investing activities     (29,640)   (22,335)
                                                            -------------------

   Cash Required for Financing Activities:
      Purchase of common stock ..........................     (6,172)   (45,228)
      Cash dividends paid ...............................    (13,302)   (12,702)
      Principal payments on long-term debt ..............    (25,000)   (25,000)
      Principal payments on short-term notes payable, net        - -   (145,000)
      Proceeds from long-term borrowings ................        - -    185,000
      Other .............................................      3,728      2,682
                                                            -------------------
              Net cash required for financing activities     (40,746)   (40,248)
                                                            -------------------

              Net increase in cash and cash equivalents .     10,968     19,082

Cash and cash equivalents:
   Beginning ............................................     16,941     14,163
                                                            -------------------
   Ending ...............................................   $ 27,909   $ 33,245
                                                            ===================
<PAGE>


LEE ENTERPRISES, INCORPORATED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION

- --------------------------------------------------------------------------------



Note 1.  Basis of Presentation

The  information  furnished  reflects  all  adjustments,  consisting  of  normal
recurring accruals, which are, in the opinion of management, necessary to a fair
presentation  of the  financial  position as of June 30, 1999 and the results of
operations  for the three- and  nine-month  periods ended June 30, 1999 and 1998
and cash flows for the nine-month periods ended June 30, 1999 and 1998.


Note 2.  Investment in Associated Companies

Condensed  operating results of Madison  Newspapers,  Inc. (50% owned) and other
unconsolidated  associated  companies which are engaged  primarily in e-commerce
activities are as follows (in thousands):


                                       Three Months      Nine Months
                                       Ended June 30,   Ended June 30,
                                      ----------------------------------
                                        1999     1998     1999    1998
                                      ----------------------------------

Revenues ...........................  $22,747  $21,430  $67,997  $63,457
Operating expenses, except
   depreciation and amortization ...   14,975   14,018   46,089   42,690
Income before depreciation and
   amortization, interest, and taxes    7,772    7,412   21,908   20,767
Depreciation and amortization ......      767      720    2,316    2,150
Operating income ...................    7,005    6,692   19,592   18,617
Financial income ...................      287      338      973      961
Income before income taxes .........    7,292    7,030   20,565   19,578
Income taxes .......................    2,939    2,832    8,256    7,875
Net income .........................    4,353    4,198   12,309   11,703


Note 3.  Cash  Flows  Information

The components of other balance sheet changes are:

                                                              Nine Months Ended
                                                                   June 30,
                                                              ------------------
                                                                 1999     1998
                                                              ------------------
                                                                (In Thousands)

Increase in receivables ....................................  $(4,821)  $(6,943)
(Increase) decrease in inventories, program rights and other     (848)    2,024
Increase  in accounts payable, accrued expenses
   and unearned income .....................................    5,452     7,771
Increase (decrease) in income taxes payable ................     (837)    3,431
Other, primarily deferred items ............................    1,371      (289)
                                                              -----------------
                                                              $   317   $ 5,994
                                                              =================


Note 4.  Change in Accounting Principles

In June 1997, the FASB issued Statement No. 130 "Reporting Comprehensive Income"
and Statement No. 131  "Disclosures  about Segments of an Enterprise and Related
Information".   Statement   No.  130   establishes   standards   for   reporting
comprehensive income in financial statements.  Statement No. 131 expands certain
reporting and disclosure  requirements for segments from current standards.  The
Company adopted these standards  effective for the fiscal year beginning October
1, 1998. The adoption of these new standards did not result in material  changes
to previously reported amounts or disclosures.
<PAGE>


Note 5.  Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per
share (in thousands except per share amounts):

                                            Three Months         Nine Months
                                           Ended June 30,       Ended June 30,
                                          -----------------   -----------------
                                            1999     1998      1999      1998
                                          -----------------   -----------------

Numerator, income applicable to common
   shares, net income ................    $19,444   $18,091   $51,051   $47,286
                                          =====================================

Denominator:
   Basic-weighted average common
      shares outstanding .............     44,303    44,642    44,272    44,982
   Dilutive effect of employee
      stock options ..................        623       756       604       753
                                          -------------------------------------
   Diluted outstanding shares ........     44,926    45,398    44,876    45,735
                                          =====================================

Earnings per share:
   Basic .............................    $  0.44   $  0.41   $  1.15   $  1.05
   Diluted ...........................       0.43      0.40      1.14      1.03
<PAGE>



Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

Operations by line of business are as follows (dollars in thousands):
<TABLE>
                                            Three Months                   Nine Months
                                           Ended June 30,     Percent     Ended June 30,      Percent
                                         -------------------  Increase   -----------------    Increase
                                           1999      1998    (Decrease)    1999      1998    (Decrease)
- -------------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>      <C>         <C>       <C>       <C>
Revenue:
   Publishing ........................   $105,163   $100,544     4.6%    $308,224  $290,946     5.9%
   Broadcasting ......................     30,624     34,549   (11.4)      93,286    96,751    (3.6)
                                         -------------------             ------------------
                                         $135,787   $135,093     0.5     $401,510  $387,697     3.6
                                         ===================             ==================

Income before depreciation and
   amortization, interest and taxes
   (EBITDA): *
   Publishing ........................   $ 36,580   $ 33,533     9.1     $102,774  $ 95,371     7.8
   Broadcasting ......................      8,369     11,845   (29.3)      25,571    28,662   (10.8)
   Corporate .........................     (3,433)    (3,425)   (0.2)     (10,726)   (9,985)   (7.4)
                                         -------------------             ------------------
                                         $ 41,516   $ 41,953    (1.0)    $117,619  $114,048     3.1
                                         ===================             ==================

Operating income:
   Publishing ........................   $ 30,120   $ 27,195    10.8     $ 83,422  $ 76,915     8.5
   Broadcasting ......................      5,201      8,931   (41.8)      16,854    20,190   (16.5)
   Corporate .........................     (3,756)    (3,669)   (2.4)     (11,758)  (10,802)   (8.9)
                                         -------------------             ------------------
                                         $ 31,565   $ 32,457    (2.7)    $ 88,518  $ 86,303     2.6
                                         ===================             ==================

Capital expenditures:
   Publishing ........................   $  5,265   $  4,376             $ 16,424  $ 12,703
   Broadcasting ......................      1,369      1,276                6,511     4,481
   Corporate .........................        613        553                  613     1,539
                                         -------------------             ------------------
                                         $  7,247   $  6,205             $ 23,548  $ 18,723
                                         ===================             ==================
<FN>
 * EBITDA is not a financial  performance  measurement under generally  accepted
   accounting principles (GAAP), and should not be considered in isolation or as
   a substitute for GAAP performance measurements.  EBITDA is also not reflected
   in  our  consolidated  statement  of  cash  flows,  but  it is a  common  and
   meaningful  alternative  performance  measurement  for  comparison  to  other
   companies in our industry.
</FN>
</TABLE>
<PAGE>


QUARTER ENDED JUNE 30, 1999

PUBLISHING

Exclusive  of  the  effects  of  acquisitions,   wholly-owned   daily  newspaper
advertising revenue increased $1,916,000,  3.8%.  Advertising revenue from local
merchants decreased $(56,000), (.2%). Local "run-of-press" advertising decreased
$(113,000), (.6%), as a result of a (4.9%) decrease in advertising inches offset
by an increase in average rates. Local preprint revenue increased $57,000,  .7%.
Classified advertising revenue increased $1,276,000, 7.0%, as a result of a 7.5%
increase in advertising  inches primarily in the  transportation  and employment
categories. Circulation revenue decreased $(130,000), (.6%), due to minimal rate
increases  which  did  not  offset  the  effect  of a 2.7%  decrease  in  Sunday
home-delivered newspapers.

Other  revenue  consists  of revenue  from  weekly  newspapers,  classified  and
specialty  publications,  commercial  printing,  products  delivered outside the
newspaper  (which include  activities  such as e-commerce, target  marketing and
special  event   production)  and  editorial   service  contracts  with  Madison
Newspapers, Inc.

Other revenue by category and by property is as follows:

                                                                1999     1998
                                                              ----------------
                                                               (In Thousands)

Weekly newspapers, classified and specialty publications:
   Properties owned for entire period ......................  $18,019  $17,944
   Acquired since September 30, 1997 .......................    2,257      269
Commercial printing ........................................    3,524    3,901
Products delivered outside the newspaper ...................    3,790    3,046
Editorial service contracts ................................    2,244    2,085
                                                              ----------------
                                                              $29,834  $27,245
                                                              ================

The following table sets forth the percentage of revenue of certain items in the
publishing segment.

                                                                  1999     1998
                                                                 ---------------

Revenue ......................................................   100.0%   100.0%
                                                                 ---------------

Compensation costs ...........................................    34.4     34.0
Newsprint and ink ............................................     8.4     10.6
Other operating expenses .....................................    22.4     22.0
                                                                 ---------------
                                                                  65.2     66.6
                                                                 ---------------

Income before depreciation, amortization, interest and taxes .    34.8     33.4
Depreciation and amortization ................................     6.1      6.3
                                                                 ---------------
Operating margin wholly-owned properties .....................    28.7%    27.1%
                                                                 ===============

Exclusive  of the effects of  acquisitions,  costs other than  depreciation  and
amortization   decreased  $(95,000),   (.1%).   Compensation  expense  increased
$1,181,000,  3.5%, due to increases in average  compensation.  Newsprint and ink
costs  decreased  $(1,992,000),  (18.7%), due primarily to lower prices paid for
newsprint.  Other operating costs  exclusive of  depreciation  and  amortization
increased  $716,000,  3.3%,  due to higher  distribution  expense and other cost
increases.


<PAGE>


BROADCASTING

Revenue  for  the  quarter  decreased   $(3,925,000),   (11.4%),   as  political
advertising decreased  $(2,252,000),  (97.9%) and local,  regional, and national
advertising  decreased  $(1,127,000),  (4.1%),  primarily  due to a softness  in
broadcast advertising sales. Production revenue and revenues from other services
decreased  $(548,000),  (20.5%) as a result of the sale of MIRA Creative  Group.
Management  anticipates that advertising  revenue comparisons may be unfavorably
affected  later in the year due to the  absence of  elections  and  increase  in
competitive conditions.

The following table sets forth the percentage of revenue of certain items in the
broadcasting segment.

                                                                  1999     1998
                                                                 ---------------

Revenue ......................................................   100.0%   100.0%
                                                                 ---------------

Compensation costs ...........................................    43.1     37.2
Programming costs ............................................     7.5      6.1
Other operating expenses .....................................    22.1     22.4
                                                                 ---------------
                                                                  72.7     65.7
                                                                 ---------------

Income before depreciation, amortization, interest and taxes .    27.3     34.3
Depreciation and amortization ................................    10.3      8.4
                                                                 ---------------
Operating margin .............................................    17.0%    25.9%
                                                                 ===============

Compensation  costs  increased by 2.6% primarily due to increases in the average
compensation rate.  Programming costs for the quarter increased $196,000,  9.3%,
primarily due to accelerated  amortization of new  programming.  Other operating
expenses,  exclusive of depreciation  and  amortization,  decreased  $(974,000),
(12.6%),  as an  increase  in  consulting  services  was more  than  offset by a
reduction  in  communications,  facility,  promotion,  training,  and  bad  debt
expense.


CORPORATE COSTS

Corporate costs increased by $87,000,  2.4% as increased  compensation costs and
depreciation expense were offset in part by reduced consultant costs.


FINANCIAL EXPENSE AND INCOME TAXES

Interest expense decreased due to payments on long-term debt.

Income taxes were 32.9% and 38.4% of pretax  income for the quarters  ended June
30, 1999 and 1998, respectively. Income tax expense was reduced by $1,500,000 in
June 1999 due to the  settlement of a contingency.  Exclusive of the settlement,
income taxes were 38.1% of pretax income.

<PAGE>



NINE MONTHS ENDED JUNE 30, 1999

PUBLISHING

Exclusive  of  the  effects  of  acquisitions,   wholly-owned   daily  newspaper
advertising revenue increased $7,406,000,  5.1%.  Advertising revenue from local
merchants increased $3,122,000, 3.8%. Local "run-of-press" advertising increased
$2,440,000,  4.4%, as a result of a 2.5% increase in advertising  inches.  Local
preprint  revenue  increased  $682,000,  2.6%.  Classified  advertising  revenue
increased  $2,625,000,  5.3%,  as a result of higher  averages  rates and a 4.8%
increase  in  advertising  inches.  The  employment  category  was  the  biggest
contributor to the increase. Circulation revenue decreased $(262,000), (.4%) due
to  promotional  pricing,  minimal  rate  increases,  and  decreases  in  Sunday
home-delivered newspapers.

Other  revenue  consists  of revenue  from  weekly  newspapers,  classified  and
specialty  publications,  commercial  printing,  products  delivered outside the
newspaper  (which include  activities such as e-commerce,  target  marketing and
special  event   production)  and  editorial   service  contracts  with  Madison
Newspapers, Inc.

Other revenue by category and by property is as follows:

                                                                1999       1998
                                                               -----------------
                                                                 (In Thousands)

Weekly newspapers, classified and specialty publications:
   Properties owned for entire period ......................   $52,681   $51,143
   Acquired since September 30, 1997 .......................     6,627       375
Commercial printing ........................................    11,476    11,081
Products delivered outside the newspaper ...................     9,729     8,455
Editorial service contracts ................................     6,837     6,587
                                                               -----------------
                                                               $87,350   $77,641
                                                               =================

The following table sets forth the percentage of revenue of certain items in the
publishing segment.

                                                                  1999     1998
                                                                 ---------------

Revenue ......................................................   100.0%   100.0%
                                                                 ---------------

Compensation costs ...........................................    34.7     34.3
Newsprint and ink ............................................     9.3     10.6
Other operating expenses .....................................    22.6     22.3
                                                                 ---------------
                                                                  66.6     67.2
                                                                 ---------------

Income before depreciation, amortization, interest and taxes .    33.4     32.8
Depreciation and amortization ................................     6.3      6.3
                                                                 ---------------
Operating margin wholly-owned properties .....................    27.1%    26.5%
                                                                 ===============

Exclusive  of the effects of  acquisitions,  costs other than  depreciation  and
amortization   increased  $4,970,000,   2.5%.   Compensation  expense  increased
$4,803,000,  4.8%, due primarily to increase in average compensation.  Newsprint
and ink costs decreased $(2,459,000), (8.0%), due primarily to lower prices paid
for newsprint.  Other operating costs exclusive of depreciation and amortization
increased  $2,626,000,  4.0% due to higher  distribution  expense and other cost
increases.


BROADCASTING

Revenue  decreased  $(3,465,000),  (3.6%),  as political  advertising  increased
$2,673,000,    90.7%   and    local/regional/national    advertising   decreased
$(3,737,000),  (4.6%),  primarily  due to the  absence  of the  Winter  Olympics
advertising  on our CBS  affiliates  and the Super Bowl on our NBC affiliates in
the second  quarter and a softness in broadcast  advertising  sales in the third
quarter.   Production   revenue  and  revenues  from  other  services  decreased
$(1,831,000),  (23.4%),  as a result of the sale of MIRA Creative Group and loss
of NBA production services during the strike.
<PAGE>


The following table sets forth the percentage of revenue of certain items in the
broadcasting segment.


                                                                  1999     1998
                                                                 ---------------

Revenue ......................................................   100.0%   100.0%
                                                                 ---------------

Compensation costs ...........................................    41.8     40.0
Programming costs ............................................     7.5      6.6
Other operating expenses .....................................    23.3     23.8
                                                                 ---------------
                                                                  72.6     70.4
                                                                 ---------------

Income before depreciation, amortization, interest and taxes .    27.4     29.6
Depreciation and amortization ................................     9.3      8.8
                                                                 ---------------
Operating margin .............................................    18.1%    20.8%
                                                                 ===============

Compensation  costs  increased  $334,000,  .9%,  due  to  increases  in  average
compensation.  Programming  costs  for  the  period  increased  $605,000,  9.4%,
primarily due to accelerated  amortization of new  programming.  Other operating
expenses,  exclusive of depreciation and amortization,  decreased  $(1,313,000),
(5.7%), as previously discussed.


CORPORATE COSTS

Corporate costs increased by $956,000, 8.9%. The increase was primarily due to a
$777,000  increase in the second quarter as a result of one-time cost reductions
in the prior year period.


FINANCIAL EXPENSE AND INCOME TAXES

Interest expense decreased primarily due to payments on long-term debt.

Income  taxes were 36.3% and 38.5% of pretax  income for the nine  months  ended
June 30,  1999 and  1998,  respectively.  Income  tax  expense  was  reduced  by
$1,500,000 in June 1999 due to the settlement of a contingency. Exclusive of the
settlement income taxes were 38.2% of pretax income.


LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operations, which is the Company's primary source of liquidity,
generated  $81,354,000 for the nine-month period ended June 30, 1999.  Available
cash balances, cash flow from operations,  and a $50,000,000 bank line of credit
provide adequate liquidity.  Covenants related to the Company's credit agreement
are  not  considered  restrictive  to  operations  and  anticipated  stockholder
dividends.


YEAR 2000

The Year 2000 issue  concerns  the  inability  of  information  technology  (IT)
systems  and  equipment  utilizing  microprocessors  to  recognize  and  process
date-sensitive information after 1999 due to the use of only the last two digits
to refer to a year.  This  problem  could  affect  both  computer  software  and
hardware and other  equipment  that relies on  microprocessors.  Management  has
completed its  company-wide  evaluation of this impact on its IT systems and its
date-sensitive  publishing  equipment.  The evaluation of critical  broadcasting
equipment is substantially  complete.  Year 2000 software updates for identified
critical  date-sensitive  broadcasting  equipment and broadcasting  equipment is
believed to be  substantially  Year 2000 compliant.  Renovation and testing have
been  completed on all  significant  IT systems  that utilize  company-developed
software  that  were  not  Year  2000   compliant.   The  Company  has  received
representations  and completed  testing to determine that  significant  software
developed  by  others  is  Year  2000  compliant.  Installation  of a  new  Year
2000-compliant  financial system is now complete.  Testing of computer  hardware
for IT systems is substantially complete. Independent IT system testing for Year
2000 compliance of the publishing systems and equipment will be conducted in the
next fiscal quarter.
<PAGE>


The Company will monitor the progress of material  vendors and  suppliers  whose
uninterrupted  delivery of product or service is material to the  production  or
distribution of our print and broadcast products in their efforts to become Year
2000  compliant.  Material  vendors and suppliers  include  electric  utilities,
telecommunications,  news and  content  providers,  television  networks,  other
television  programming  suppliers,  the  U.S.  Postal  Service,  and  financial
institutions.

From   September  30,  1994  through  June  30,  1999,  the  Company  has  spent
approximately  $500,000 to address Year 2000 issues for IT systems (exclusive of
the cost of the new financial,  newspaper production and other systems that were
scheduled to be replaced  before the year 2000 for reasons  other than Year 2000
compliance).  Total  costs to  address  Year  2000  issues  for IT  systems  are
currently  estimated to be less than  $1,000,000 and consist  primarily of staff
and consultant  costs.  Year 2000  remediation  will require the  replacement of
telephone  switches  and software at a cost of $600,000 to  $1,000,000.  Through
June 30, 1999 approximately $400,000 had been spent for new telephone equipment.
Funds for these costs are expected to be provided by the operating cash flows or
bank line of credit of the Company.

The Company could be faced with severe  consequences if Year 2000 issues are not
identified  and resolved in a timely  manner by the Company and  material  third
parties. A worst-case  scenario would result in the short-term  inability of the
Company to produce or distribute newspapers or broadcast television  programming
due to unresolved Year 2000 issues. This would result in lost revenues; however,
the amount would be dependent on the length and nature of the disruption,  which
cannot be predicted or  estimated.  In light of the possible  consequences,  the
Company is devoting the resources needed to address Year 2000 issues in a timely
manner.  Management monitors the progress of the Company's Year 2000 efforts and
provides update reports to the audit committee of the Board of Directors at each
meeting. While management expects a successful resolution of these issues, there
can be no guarantee that material third  parties,  on which the Company  relies,
will  address  all Year 2000 issues on a timely  basis or that their  failure to
successfully address all issues would not have an adverse effect on the Company.

The  Company's  contingency  plans in case business  interruptions  do occur are
substantially  complete,  but will continue to be refined and  implemented up to
the Year 2000.


SAFE HARBOR STATEMENT

This report contains certain  forward-looking  statements that are based largely
on the Company's current  expectations and are subject to certain risks, trends,
and  uncertainties  that could cause actual  results to differ  materially  from
those  anticipated.  Among such risks,  trends, and uncertainties are changes in
advertising  demand,  newsprint  prices,  interest  rates,  regulatory  rulings,
availability of quality broadcast programming at competitive prices,  changes in
the terms and conditions of network affiliation agreements,  quality and ratings
of  network   over-the-air   broadcast   programs,   legislative  or  regulatory
initiatives affecting the cost of delivery of over-the-air broadcast programs to
the  Company's  customers,  and  other  economic  conditions  and the  effect of
acquisitions,   investments,  and  dispositions  on  the  Company's  results  of
operations or financial condition.  The words "believe," "expect," "anticipate,"
"intends," "plans," "projects,"  "considers," and similar expressions  generally
identify  forward-looking  statements.  Readers are cautioned not to place undue
reliance on such  forward-looking  statements,  which are as of the date of this
report. Further information concerning the Company and its businesses, including
factors  that  potentially  could  materially  affect  the  Company's  financial
results, is included in the Company's annual report on Form 10-K.
<PAGE>



                          LEE ENTERPRISES, INCORPORATED

                           PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K


         (a)  Exhibits:  None

         (b)  Report on Form 8-K:  none



<PAGE>


                                   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 thereunto duly authorized.

                                         LEE ENTERPRISES, INCORPORATED


8/9/99                                   /s/ G. C. Wahlig
- -----------------------                  ---------------------------------------
DATE                                     G. C. Wahlig, Chief Accounting Officer








<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTIANS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30,
1999 FORM 10-Q OF LEE ENTERPRISES, INCORPORATED AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                          27,909
<SECURITIES>                                         0
<RECEIVABLES>                                   69,805
<ALLOWANCES>                                     4,541
<INVENTORY>                                      3,684
<CURRENT-ASSETS>                               108,542
<PP&E>                                         321,567
<DEPRECIATION>                                 185,109
<TOTAL-ASSETS>                                 670,528
<CURRENT-LIABILITIES>                           78,112
<BONDS>                                        185,812
                                0
                                          0
<COMMON>                                        88,796
<OTHER-SE>                                     260,181
<TOTAL-LIABILITY-AND-EQUITY>                   670,528
<SALES>                                        395,356
<TOTAL-REVENUES>                               401,510
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               312,992
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              10,518
<INCOME-PRETAX>                                 80,151
<INCOME-TAX>                                    29,100
<INCOME-CONTINUING>                             51,051
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    51,051
<EPS-BASIC>                                     1.15
<EPS-DILUTED>                                     1.14


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