<PAGE> 1
As filed with the Securities and Exchange Commission on November 1, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PULITZER PUBLISHING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 430496290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
900 NORTH TUCKER BOULEVARD
ST. LOUIS MISSOURI 63101
(314) 340-8000
(Address, including zip code, and telephone number, including area code, of
registrant's prinicipal executive offices)
PULITZER PUBLISHING COMPANY 1994 KEY
EMPLOYEES' RESTRICTED STOCK PURCHASE PLAN
(Full title of the plan)
RONALD H. RIDGWAY
PULITZER PUBLISHING COMPANY
900 NORTH TUCKER BOULEVARD
ST. LOUIS, MISSOURI 63101
(314) 340-8000
(Name, address, and telephone number of agent for service)
Copies of all communications, including all communications sent to the agent
for service, should be sent to:
RICHARD A. PALMER, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
(Facing Page Continued on Following Page)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed maximum
maximum aggregate Amount of
Title of securities to be Amount to be offering price offering price registration
registered registered per share (1) (2) fee
- --------------------------- ----------- -------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
Common Stock, $0.01 par value
per share 250,000 $34.22 $8,555,693 $2,950.24
</TABLE>
(1) Calculated by dividing the proposed maximum aggregate offering price by
the amount to be registered.
(2) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee and is the sum of (i) the product resulting from
multiplying 2,905, the number of shares registered by this Registration
Statement as to which shares have been granted under the Pulitzer
Publishing Company 1994 Key Employees' Restricted Stock Purchase Plan, by
$.01 per share, the average grant price of such shares, and (ii) the
product resulting from multiplying 247,095, the number of shares
registered by this Registration Statement as to which shares may be
granted under the Pulitzer Publishing Company 1994 Key Employees'
Restricted Stock Purchase Plan, by $34.625, the closing price of the
Common Stock as reported by the New York Stock Exchange on October 26,
1994.
<PAGE> 3
PROSPECTUS
250,000 SHARES
PULITZER PUBLISHING COMPANY
COMMON STOCK
($.01 PAR VALUE)
All the shares of Common Stock, $.01 par value per share ("Common Stock"),
offered hereby are being offered by the Selling Stockholders. See "Selling
Stockholders." Pulitzer Publishing Company (the "Company") will not receive
any of the proceeds from the shares sold by the Selling Stockholders.
The Common Stock of the Company is traded on the New York Stock Exchange.
See "Description of Capital Stock." On October 26, 1994, the last sale price
for the Common Stock as reported by the New York Stock Exchange was $34.625.
All expenses of the registration of securities covered by this Prospectus
will be borne by the Company, except that the Selling Stockholders will pay
underwriting discounts, selling commissions, and fees and the expenses, if any,
of counsel or other advisers to the Selling Stockholders.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A
CRIMINAL OFFENSE.
_____________________
The date of this prospectus is November 1, 1994
<PAGE> 4
AVAILABLE INFORMATION
Pulitzer Publishing Company ("the Company") is subject to the informational
requirements of the Securites Exchange Act of 1934, as amended (the "Exchange
Act") and, in accordance therewith, files reports and other information with
the Securities and Exchange Commission (the "Commission). The Registration
Statement, including the exhibits and schedules thereto, and reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549 and at the
following Regional Offices of the Commission: Chicago Regional Office, 500
West Madison Street, Chicago, Illinois, 60604 and New York Regional Office, 7
World Trade Center, New York, New York 10048. Copies of such material can also
be obtained from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed
rates. Copies of such information may also be inspected at the New York Stock
Exchange, Inc., 20 Broad Street, New York, NY, 10005, on which the Common Stock
is listed.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company are incorporated herein by
reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.
(ii) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1994, and June 30, 1994.
(iii) The Company's Form 8-A dated June 17, 1993.
In addition to the foregoing, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post effective amendment indicating that all of the securities
offered hereunder have been sold or deregistering all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document that is also
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or supeseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
2
<PAGE> 5
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon request, a copy of
any or all of the documents described above (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
the documents that the Prospectus incorporates). Such requests should be
directed to: Pulitzer Publishing Company, 900 North Tucker Boulevard, St.
Louis, Missouri 63101, Attention: Secretary (telephone number (314) 340-8000).
3
<PAGE> 6
THE COMPANY
The Company is engaged in newspaper publishing and television and radio
broadcasting. Its newspaper operations consist of two major metropolitan
dailies, the St. Louis Post-Dispatch (the "Post-Dispatch"), the only major
daily newspaper serving the St. Louis metrpolitan area; The Arizona Daily Star
(the "Star"), serving the Tucson metropolitan area; and the Daily Southtown, a
suburban daily newspaper in the Chicago area. Prior to June 1, 1993, the
Daily Southtown was named the Southtown Economist and was published in the
afternoon daily and on Sunday. The Company's broadcasting operations consist
of nine network-affiliated television stations located in Greenville, South
Carolina; New Orleans, Louisiana; Lancaster, Pennsylvania; Winston-Salem, North
Carolina; Albuquerque, New Mexico; Louisville, Kentucky; Omaha, Nebraska;
Daytona Beach/Orlando, Florida and Des Moines, Iowa; and two radio stations
located in Phoenix, Arizona. The Daytona Beach/Orlando and Des Moines
television stations were acquired during 1993 on June 30 and September 9,
respectively.
The Company was founded by the first Joseph Pulitzer in 1878 to publish the
original St. Louis Post-Dispatch and has operated continuously since that time
under the direction of the Pulitzer family. Joseph Pulitzer, Jr., a grandson
of the founder, served as Chairman of the Board until his death on May 26,
1993. Michael E. Pulitzer, also a grandson of the founder, currently serves as
Chairman of the Board, President and Chief Executive Officer of the Company.
The Company, a Delaware corporation, maintains its principal executive
offices at 900 North Tucker Boulevard, St. Louis, Missouri 63101. Its
telephone number is (314) 340-8000.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of shares of Common
Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
The selling stockholders are those who own stock in the Company by having
received such stock pursuant to grants in accordance with the Pulitzer
Publishing Company 1994 Key Employees' Restricted Stock Purchase Plan. As the
names and amounts of securities of the stockholders to be reoffered become
known, the registrant will supplement this prospectus with such information.
None of the proceeds from the sale of the shares offered by Selling
Stockholders will be received by the Company.
PLAN OF DISTRIBUTION
The distribution of the shares of Common Stock by the Selling Stockholders
may be effected from time to time in one or more transactions (which may
involve block transactions) on the New York Stock Exchange, or on any exchange
on which the
4
<PAGE> 7
Common Stock may then be listed, in negotiated transactions through the writing
of option shares (whether such options are listed on an options exchange or
otherwise), or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholders and/or purchasers of
shares for whom they may act as agent (which compensation may be in excess of
customary commissions). The Selling Stockholders may also pledge shares as
collateral for margin accounts and such shares could be resold pursuant to the
terms of such accounts.
In connection with such sales, the Selling Stockholders and any participating
brokers or dealers may be deemed to be "underwriters" as defined in the
Securities Act.
In order to comply with certain state securities laws, if applicable, the
Common Stock will not be sold in a particular state unless such securities have
been registered or qualified for sale in such state or any exemption from
registration or qualification is available and complied with.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company and the Selling Stockholders by Fulbright &
Jaworski L.L.P., New York, New York. Peter J. Repetti, a retired partner of
such firm, is a director of the Company.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1993 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
5
<PAGE> 8
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer contained herein, and, if given, or
made, such other information or representations must not be relied on as having
been authorized by the Company. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that the information contained or incorporated by reference herein is correct
as of any subsequent time. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, by any person in any jurisdiction
in which it is unlawful for such person to make such offer or solicitation.
________________
TABLE OF CONTENTS
Page
----
Available Information.............. 2
Incorporation of Certain
Information by Reference........ 2
The Company........................ 4
Use of Proceeds.................... 4
Selling Stockholders............... 4
Plan of Distribution............... 4
Legal Matters...................... 5
Experts............................ 5
250,000 SHARES
PULITZER PUBLISHING COMPANY
COMMON STOCK
________________
PROSPECTUS
________________
November 1, 1994
<PAGE> 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Pulitzer Publishing Company
(the "Company") are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993.
(ii) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1994 and
June 30, 1994.
(iii) The Company's Form 8-A dated June 17, 1993.
In addition to the foregoing, all documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment indicating that all of the securities offered hereunder have been
sold or deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document that is also incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby has been
passed on for the Company by Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New
York, New York 10103. Peter J. Repetti, a retired partner of such firm, holds
an option to purchase 1,000 shares of Common Stock.
II-1
<PAGE> 10
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of
Delaware grants corporations the power to indemnify their directors, officers,
employees and agents in accordance with the provisions set forth therein.
Article XI of the Certificate of Incorporation of the Company
provides for indemnification of directors, officers, employees and agents of
the Company to the fullest extent provided by law. The Company does not
currently maintain any directors' and officers' liability insurance. Sections
1, 2 and 10 of Article XI include basic indemnification provisions and provide
as follows:
(1) Action Not By or on Behalf of Corporation. The corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against judgments and amounts paid in settlement and expenses (including
attorneys' fees), actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(2) Action By or on Behalf of Corporation. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability and in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
II-2
<PAGE> 11
(10) A director's liability to the Corporation for breach of duty to
the Corporation or its stockholders shall be limited to the fullest extent
permitted by Delaware law as now in effect or hereafter amended. In
particular, no director of the Corporation shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation law, as the same exists or hereafter may be amended, or (iv) for
any transaction from which the director derived an improper personal benefit.
If the Delaware General Corporation Law hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Delaware General Corporation law. Any repeal or
modification of this Article by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Corporation existing at the time of such repeal
or modification.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
4.1 -- Pulitzer Publishing Company 1994 Key Employees'
Restricted Stock Purchase Plan
5 -- Opinion of Fulbright & Jaworski L.L.P.
23(a) -- Consent of Deloitte & Touche LLP
23(b) -- Consent of Fulbright & Jaworski L.L.P.
(included in Exhibit 5)
24 -- Power of Attorney (included in signature page)
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
II-3
<PAGE> 12
(ii) To reflect in the prospectus any facts or events
arising after the effective dates of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the registration statement is on Form
S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration
statement shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission
such indemnification is against public policy as
expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than
the payment by
II-4
<PAGE> 13
the registrant of expenses incurred or paid by a
director, officer, or controlling person of the
registrant in the successful defense of any action,
suit or proceeding) is asserted by such director,
officer, or controlling person of the registrant in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is
against public policy as expressed in the Securities
Act of 1933 and will be governed by the final
adjudication of such issue.
II-5
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in St. Louis, Missouri on October 31,
1994.
Pulitzer Publishing Company
s/ Michael E. Pulitzer
By: Michael E. Pulitzer, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael E. Pulitzer and Ronald
H. Ridgway his true and lawful attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority of do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, each acting alone, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
s/ Michael E. Pulitzer Director, Chairman of October 31, 1994
Michael E. Pulitzer the Board, President and
Chief Executive Officer
II-6
<PAGE> 15
s/ Ronald H. Ridgway Director, Senior Vice October 31, 1994
Ronald H. Ridgway President - Finance
(Principal Financial
and Accounting Officer)
s/ Ken J. Elkins Director, Senior Vice October 31, 1994
Ken J. Elkins President - Broadcast
Operations
s/ Nicholas G. Penniman IV Director, Senior Vice October 31, 1994
Nicholas G. Penniman IV President - Newspaper
Operations
s/ David E. Moore Director October 31, 1994
David E. Moore
s/ Emily Rauh Pulitzer Director October 31, 1994
Emily Rauh Pulitzer
s/ Alice B. Hayes Director October 31, 1994
Alice B. Hayes
s/ Peter J. Repetti Director October 31, 1994
Peter J. Repetti
s/ James M. Snowden, Jr. Director October 31, 1994
James M. Snowden, Jr.
II-7
<PAGE> 16
INDEX TO EXHIBITS
Exhibit
No. Description Page No.
4.1 Pulitzer Publishing Company 1994 Key Employees' 16
Restricted Stock Purchase Plan
5 Opinion of Fulbright & Jaworski L.L.P. 19
23(a) Consent of Deloitte & Touche LLP 20
23(b) Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5)
24 Power of Attorney (see signature page)
<PAGE> 1
EXHIBIT 4.1
PULITZER PUBLISHING COMPANY
1994 KEY EMPLOYEES' RESTRICTED STOCK PURCHASE PLAN
1. Purpose. The purpose of the Pulitzer Publishing Company 1994 Key
Employees' Restricted Stock Purchase Plan (the "Plan") is to enable Pulitzer
Publishing Company (the "Company") and its stockholders to secure the benefits
of incentives inherent in common stock ownership by present and future officers
and other key employees and personnel of the Company and its subsidiaries,
which, for purposes hereof, shall be deemed to include any entity in which the
Company has an ownership interest, directly or indirectly, of at least 50% (a
"Subsidiary").
2. Stock Subject to the Plan. Subject to the provisions of Section 6
hereof, the Company may issue and sell a total of 250,000 shares of its common
stock, $.01 par value (the "Common Stock"), pursuant to the Plan. Such shares
may be either authorized and unissued or held by the Company in its treasury. If
shares issued and sold hereunder are repurchased by the Company in accordance
with the provisions hereof or of the applicable restricted stock purchase
agreements, then such shares shall again be available for issuance under the
Plan. No more than 50,000 shares of Common Stock may be issued and sold in any
calendar year to any employee of the Company or a Subsidiary.
3. Administration. The Plan will be administered by a committee (the
"Committee") consisting of at least two directors appointed by and serving at
the pleasure of the Board of Directors of the Company (the "Board"). Each member
of the Committee will be a "disinterested director" within the meaning and for
the purposes of Rule 16b-3 issued by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended. Subject to the provisions
of the Plan, the Committee, acting in its sole and absolute discretion, will
have full power and authority to make awards under the Plan, to interpret the
provisions of the Plan, to fix and interpret the provisions of restricted stock
purchase agreements made under the Plan, to supervise the administration of the
Plan, and to take such other action as may be necessary or desirable in order to
carry out the provisions of the Plan. A majority of the members of the Committee
will constitute a quorum. The Committee may act by the vote of a majority of its
members present at a meeting at which there is a quorum or by unanimous written
consent. The decision of the Committee as to any disputed question, including
questions of construction, interpretation and administration, will be final and
conclusive on all persons. The Committee will keep a record of its proceedings
and acts and will keep or cause to be kept such books and records as may be
necessary in connection with the proper administration of the Plan. The Company
shall indemnify and hold harmless each member of the Committee and any employee
or director of the Company or a Subsidiary to whom any duty or power relating to
the administration or interpretation of the Plan is delegated from and against
any loss, cost, liability (including any sum paid in settlement of a claim with
the approval of the Board), damage and expense (including legal and other
expenses incident thereto) arising out of or incurred in connection with the
Plan, unless and except to the extent attributable to such person's fraud or
wilful misconduct.
4. Eligibility. Shares of Common Stock may be issued and sold under the
Plan to present and future officers and other key employees and personnel of the
Company or a Subsidiary. Common Stock may not be issued or sold under the Plan
to Michael E. Pulitzer or to directors of the Company who are not also employees
of the Company and/or a Subsidiary. Subject to the provisions of the Plan, the
Committee may from time to time select the persons to whom Common Stock will be
offered hereunder, and will fix the number of shares covered by each such offer
and establish the terms and conditions thereof, including, without limitation,
the purchase price, and vesting and other restrictions on any shares to be
acquired pursuant to said offer.
5. Terms and Conditions of Restricted Stock Awards. Each restricted stock
award made and accepted under the Plan will be evidenced by a restricted stock
purchase agreement approved by the Committee. Each restricted stock award will
be subject to the terms and conditions set forth in this section and such
additional terms and conditions not inconsistent with the Plan as the Committee
deems appropriate.
<PAGE> 2
(a) Purchase Price. The purchase price of shares of Common Stock
issued and sold under this Plan may not be less than the par value thereof
on the date of their issuance and sale. For purposes hereof, the fair
market value of a share of Common Stock on any date shall be equal to the
closing price per share, as published by a national securities exchange on
which shares of Common Stock are traded, on such date or, if there is no
sale on such date, on the next preceding date on which shares of Common
Stock are traded.
(b) Notification and Acceptance of Award. The Committee will notify
each individual who receives a restricted stock award hereunder of the fact
of the award and of the material terms and conditions of the award.
Notification shall include (and may consist of) a copy of the proposed
restricted stock agreement. Unless the Committee determines otherwise, each
person who receives an award shall have thirty days to accept the award by
returning to the Company a completed and signed restricted stock purchase
agreement, accompanied by payment in full for the shares covered thereby.
The Committee shall have the right to modify or cancel an award prior to
its timely acceptance by the recipient.
(c) Payment of Purchase Price. The purchase price of shares of Common
Stock acquired hereunder may be paid in cash and/or other form of payment
permitted by the Committee.
(d) Restrictions. The Committee shall determine if, the extent to
which and the manner in which shares of Common Stock issued or sold
pursuant to the Plan shall be subject to vesting and/or other conditions
and restrictions. Unless the Committee determines otherwise, with respect
to each restricted stock award made hereunder, the Company shall have the
right, but not the obligation, to reacquire all or a portion of the shares
of Common Stock acquired pursuant to the award for an amount equal to the
price paid therefor if the applicable vesting or other conditions or
restrictions are not satisfied within the time or in the manner specified
in the award. The recipient of a restricted stock award may be required to
agree that all Common Stock acquired by him or her pursuant to the Plan is
acquired for investment purposes and not for the purpose of resale or other
distribution thereof.
(e) Transferability. Shares of Common Stock issued and sold hereunder
and subject to reacquisition by the Company may not be sold, assigned,
transferred, disposed of, pledged or otherwise hypothecated by the holder
thereof other than to the Company in accordance with the restricted stock
purchase agreement applicable thereto. Any attempt to do any of the
foregoing shall be null and void, and, unless the Committee determines
otherwise, shall result in the immediate forfeiture of such shares of
Common Stock.
(f) Other Provisions. The Committee may impose such other conditions
with respect to the issuance and sale of Common Stock under the Plan as it
may deem necessary or advisable, including, without limitation, any
conditions relating to the application of federal or state securities, tax
or other laws.
6. Capital Changes. The aggregate number and class of shares for which
awards may be made under the Plan and the maximum number of shares which may be
issued in any calendar year to any employee shall be adjusted proportionately or
as otherwise appropriate to reflect any increase or decrease in the number of
issued shares of Common Stock resulting from a split-up or consolidation of
shares or any like capital adjustment, or the payment of any stock dividend,
and/or to reflect a change in the character or class of shares covered by the
Plan arising from a readjustment or recapitalization of the Company's capital
stock.
7. Amendment and Termination. The Board may amend or terminate the Plan.
Except as otherwise provided in Section 6 hereof, any amendment which would
increase the aggregate number of shares of Common Stock as to which awards may
be made under the Plan, materially increase the benefits under the Plan, or
modify the class of persons eligible to receive awards under the Plan shall be
subject to the approval of the Company's stockholders. No amendment or
termination of the Plan may affect adversely the terms of any outstanding award
or restricted stock purchase agreement without the written consent of the
holder. The Committee may amend the terms of any award or restricted stock
purchase agreement made hereunder at any time and from time to time (e.g., to
accelerate vesting upon a change of control), provided, however, that any
<PAGE> 3
amendment which would adversely affect the rights of the holder under his or her
award or agreement may not be made without the holder's prior written consent.
8. No Rights Conferred. Nothing contained herein will be deemed to give any
individual any right to receive an award under the Plan or to be retained in the
employ or service of the Company or any Subsidiary.
9. Governing Law. The Plan and each award and agreement made hereunder
shall be governed by the laws of the State of Delaware.
10. Decisions and Determinations of Committee to be Final. Any decision or
determination made by the Board pursuant to the provisions hereof and, except to
the extent rights or powers under this Plan are reserved specifically to the
discretion of the Board, all decisions and determinations of the Committee are
final and binding.
11. Term of the Plan. The Plan shall be effective as of the date on which
it is adopted by the Board, subject to the approval of the stockholders of the
Company within one year from the date of adoption by the Board. The Plan will
terminate on the date ten years after the date of adoption, unless sooner
terminated by the Board. The rights of any individual to whom shares of Common
Stock are issued and sold hereunder shall not be affected solely by reason of
the termination of the Plan and shall continue to be governed by the terms of
the applicable restricted stock grant or restricted stock purchase agreement (as
then in effect or thereafter amended) and the Plan.
<PAGE> 1
EXHIBIT 5
[Fulbright & Jaworski Letterhead]
October 28, 1994
Pulitzer Publishing Company
900 North Tucker Boulevard
St. Louis, Missouri 63101
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), on
behalf of Pulitzer Publishing Company (the "Company"), relating to 250,000
shares of the Company's Common Stock, $.01 par value per share (the
"Shares"), to be issued under the Company's 1994 Key Employees' Restricted
Stock Purchase Plan (the "Plan").
As counsel for the Company, we have examined such corporate
records, other documents, and such questions of law as we have considered
necessary or appropriate for the purposes of this opinion and, upon the basis
of such examination, advise you that in our opinion, all necessary corporate
proceedings by the Company have been duly taken to authorize the issuance of
the Shares pursuant to the Plan and that the Shares being registered pursuant
to the Registration Statement, when issued under the Plan in accordance
with the terms of the Plan, will be duly authorized, validly issued, fully
paid and non-assessable.
We hereby consent to the use of this opinion as a part of the
Registration Statement and to the reference to our name under the heading
"Legal Matters" set forth in the Registration Statement. This consent is not
to be construed as an admission that we are a person whose consent is required
to be filed with the Registration Statement under the provisions of the Act.
Very truly yours,
FULBRIGHT & JAWORSKI L.L.P.
<PAGE> 1
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
To Pulitzer Publishing Company:
We consent to the incorporation by reference in this Registration
Statement of Pulitzer Publishing Company on Form S-8 of the reports of Deloitte
& Touche dated February 3, 1994, appearing in the Annual Report on Form 10-K of
Pulitzer Publishing Company for the year ended December 31, 1993 and to the
reference to Deloitte & Touche LLP under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Saint Louis, Missouri
October 31, 1994
