PULITZER PUBLISHING CO, 10-K405, 1996-03-26

PULITZER PUBLISHING CO
10-K405, 1996-03-26
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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<TABLE>
<CAPTION>
(MARK ONE)
<S> <C>
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 1-9329
</TABLE>

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PULITZER PUBLISHING COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-------------------------

<TABLE>
<S> <C>
DELAWARE 430496290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>

900 NORTH TUCKER BOULEVARD
ST. LOUIS, MISSOURI 63101
(Address of principal executive offices)

(314) 340-8000
(Registrant's telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the Act: Common Stock,
par value $.01 per share -- New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None
-------------------------

Indicate by 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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/

The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $235,134,621 as of the close of business on
March 20, 1996.

The number of shares of Common Stock, $.01 par value, outstanding as of
March 20, 1996 was 4,736,331.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement to be used in
connection with its Annual Meeting of Stockholders to be held on April 24, 1996
are incorporated by reference into Part III of this Report.

The registrant's fiscal year ends on the last Sunday of December in each
year. For ease of presentation, the registrant has used December 31 as the
fiscal year-end in this Annual Report. Except as otherwise stated, the
information in this Report on Form 10-K is as of December 31, 1995.
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<PAGE> 2

PART I

ITEM 1. BUSINESS

GENERAL

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 metropolitan area; and The Arizona Daily Star
(the "Star"), serving the Tucson metropolitan area. 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 Pulitzer Publishing 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. Michael
E. Pulitzer, a grandson of the founder, currently serves as Chairman of the
Board, President and Chief Executive Officer of the Company.

The following table sets forth certain historical financial information
regarding the Company's two business segments, publishing and broadcasting, for
the periods and at the dates indicated. The publishing segment includes amounts
from Pulitzer Community Newspapers ("PCN") prior to its disposition on December
22, 1994. (See "-- Publishing -- Chicago Publications.") The broadcasting
segment includes amounts from WESH-TV and KCCI-TV following their respective
acquisitions on June 30, 1993 and September 9, 1993.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Operating revenues -- net:
Publishing.................................. $269,388 $304,779 $290,146 $285,004 $284,353
Broadcasting................................ 202,939 180,800 136,839 113,369 109,019
-------- -------- -------- -------- --------
Total....................................... $472,327 $485,579 $426,985 $398,373 $393,372
======== ======== ======== ======== ========
Operating income (loss):
Publishing.................................. $ 25,393 $ 30,486 $ 23,702 $ 18,179 $ 9,041
Broadcasting................................ 65,939 47,963 27,947 23,311 17,793
Corporate................................... (4,666) (3,871) (3,692) (4,856) (3,424)
-------- -------- -------- -------- --------
Total....................................... $ 86,666 $ 74,578 $ 47,957 $ 36,634 $ 23,410
======== ======== ======== ======== ========
Depreciation and amortization:
Publishing.................................. $ 4,307 $ 6,128 $ 6,938 $ 8,174 $ 12,322
Broadcasting................................ 22,843 24,358 16,854 10,695 11,451
-------- -------- -------- -------- --------
Total....................................... $ 27,150 $ 30,486 $ 23,792 $ 18,869 $ 23,773
======== ======== ======== ======== ========
Operating margins (operating income to
revenues)
Publishing(1)............................... 14.1% 14.8% 11.8% 10.5% 5.7%
Broadcasting................................ 32.5% 26.5% 20.4% 20.6% 16.3%
Assets:
Publishing.................................. $141,441 $136,818 $156,398 $139,694 $101,842
Broadcasting................................ 253,252 254,410 270,250 120,380 121,629
Corporate................................... 100,380 77,084 34,970 29,914 20,476
-------- -------- -------- -------- --------
Total....................................... $495,073 $468,312 $461,618 $289,988 $243,947
======== ======== ======== ======== ========
</TABLE>

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(1) Operating margins for publishing are stated with St. Louis Agency adjustment
(which is recorded as an operating expense for financial reporting purposes)
added back to publishing operating income. See "-- Publishing -- Agency
Agreements."

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OPERATING STRATEGY

Pulitzer's long-term operating strategy for its media assets is to maximize
each property's growth and profitability through maintenance of editorial
excellence, leadership in locally-responsive news, and tight control of costs.
Management believes that editorial excellence and leadership in local provision
of news will, over the long-term, allow Pulitzer to maximize its revenue share
in each of its respective markets. Experienced local managers implement the
Company's strategy in each media market, with centralized Pulitzer management
providing oversight and guidance in all areas of planning and operations.

In addition to internal growth, Pulitzer selectively acquires media
properties which the Company believes are consistent with its operating strategy
and present attractive investment opportunities. Although the Company has no
agreements to acquire additional properties, management believes that the
Company's strong cash flow and conservative capital structure, among other
reasons, will enable the Company to pursue additional acquisitions as
opportunities arise.

Pulitzer believes that cost controls are an important tool in the
management of media properties which are subject to significant fluctuations in
advertising volume. The Company believes that tight control of costs permits it
to respond quickly when positive operating conditions offer opportunities to
expand market share and profitability and, alternatively, when deteriorating
operating conditions require cost reductions to protect profitability. The
Company aggressively employs production technology in all of its media
operations in order to minimize production costs and produce the most attractive
and timely news product for its readers, viewers and listeners.

Pulitzer's media operations are geographically diverse, placing the Company
in the Midwest, Southwest, Southeast, and Northeast regions of the United
States. Due to the close relationship between economic activity and advertising
volume, the Company believes that geographic diversity provides the Company with
valuable protection from regional economic variances.

PUBLISHING

The Company intends to continue the tradition of reporting and editorial
excellence that has resulted in 17 Pulitzer Prizes* over the years. While
opportunities to increase revenues in publishing are limited, management
believes that with strict financial controls and cost reductions, newspaper
publishing can produce good financial returns. In addition, given the mature
nature of the newspaper industry, management is continuing to seek ways to
leverage its newspaper assets, such as developing electronic publishing.
Further, the Company is pursuing a number of other initiatives to augment
advertising revenues. These include voice services delivered by phone,
electronic dissemination of information and alternative newspaper delivery
systems to provide advertisers with either targeted or total market coverage.

The Company publishes two major metropolitan daily newspapers, the St.
Louis Post-Dispatch and The Arizona Daily Star. Both daily newspapers have
weekly total market coverage sections to provide advertisers with market
saturation. In addition, both newspapers also offer an electronic news,
information and communication web site on the Internet. Full access to these
"electronic publication" web sites, as well as full Internet access, is provided
on a subscription basis. The Star's service, StarNet, began operations in May,
1995 and had grown to approximately 4,000 subscribers by December 31, 1995. The
service provided by the Post-Dispatch, POSTnet, started in January 1996.

The Company's publishing revenues are derived primarily from advertising
and circulation, averaging approximately 86 percent of total publishing revenue
over the last five years. Advertising rates and rate structures and resulting
revenues vary among publications based, among other things, on circulation, type
of advertising,

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

* Pulitzer Prizes are awarded annually at Columbia University by the Pulitzer
Prize Board, an independent entity affiliated with the Columbia University
School of Journalism, founded by the first Joseph Pulitzer.

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local market conditions and competition. The following table provides a
breakdown of the Company's publishing revenues for the past five years
(including PCN prior to its disposition on December 22, 1994).

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Advertising:
Retail.................................. $ 78,362 $ 88,450 $ 85,860 $ 86,846 $ 88,723
General................................. 7,645 7,830 7,154 9,476 9,534
Classified.............................. 75,925 84,738 75,670 73,692 75,149
-------- -------- -------- -------- --------
Total................................ 161,932 181,018 168,684 170,014 173,406
Circulation............................. 76,349 77,941 78,661 77,713 73,430
Other................................... 31,107 45,820 42,801 37,277 37,517
-------- -------- -------- -------- --------
Total................................ $269,388 $304,779 $290,146 $285,004 $284,353
======== ======== ======== ======== ========
</TABLE>

ST. LOUIS POST-DISPATCH

Founded in 1878 by the first Joseph Pulitzer, the Post-Dispatch has a long
history of reporting and editorial excellence and innovation in newspaper
publishing under the direction of the Pulitzer family. The Post-Dispatch is a
morning daily and Sunday newspaper serving primarily the greater St. Louis
metropolitan area. St. Louis is the sixteenth largest metropolitan statistical
area in the United States (Source: Sales and Marketing Management). Based on
Audit Bureau of Circulations ("ABC") Publisher's Statement and reports for the
six-month period ended September 30, 1995, the market penetration (i.e.,
percentage of households reached) of the Post-Dispatch's daily and Sunday
editions is seventh and fifth, respectively, in the United States among major
metropolitan newspapers. The newsstand price is $0.50 for the daily paper and
$1.25 for the Sunday edition.

The Post-Dispatch operates under an Agency Agreement between the Company
and The Herald Company, Inc. (the "Herald Company") pursuant to which the
Company performs all activities relating to the day-to-day operations of the
newspaper, but pursuant to which it must share one-half of the Agency's
operating income or one-half of the Agency's operating loss with the Herald
Company. The following table sets forth for the past five years certain
circulation and advertising information for the Post-Dispatch and operating
revenues for the St. Louis Agency, all of which are included in the Company's
consolidated financial statements. See "-- Publishing -- Agency Agreements."

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Post-Dispatch:
Circulation(1):
Daily (including Saturday)........... 326,491 335,819 341,797 341,855 364,935
Sunday............................... 546,745 555,488 564,761 566,095 573,237
Advertising lineage (in thousands of
inches):
Retail............................... 880 912 913 873 878
General.............................. 75 75 62 87 91
Classified........................... 1,057 1,039 977 921 963
-------- -------- -------- -------- --------
Total.............................. 2,012 2,026 1,952 1,881 1,932
Part run............................. 594 591 481 313 350
-------- -------- -------- -------- --------
Total inches....................... 2,606 2,617 2,433 2,194 2,282
======== ======== ======== ======== ========
Operating revenues (in thousands):
Advertising.......................... $130,600 $125,704 $116,951 $115,206 $115,266
Circulation.......................... 64,862 61,207 62,345 61,371 57,522
Other(2)............................. 24,404 23,490 22,387 20,754 19,829
-------- -------- -------- -------- --------
Total.............................. $219,866 $210,401 $201,683 $197,331 $192,617
======== ======== ======== ======== ========
</TABLE>

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(1) Amounts for 1995 based on Company records for the twelve-month period ended
September 30, 1995. All other years based on ABC Publisher's Statement for
the twelve-month period ended September 30.

(2) Primarily revenues from preprinted inserts.

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The Post-Dispatch has consistently been a leader in technological
innovation in the newspaper industry. It was the first major metropolitan
newspaper in the United States to be printed by the offset process. Currently,
sophisticated computer systems are used for writing, editing, composing and
producing the printing plates used in each edition. In the preparation of news
and color sections, the Post-Dispatch utilizes a Scitex graphics system which
automates the processing of film and color separations. This system is part of
an ongoing project intended to give the Post-Dispatch the capability of
full-page pagination. At presstime, a fiber optic link allows the Post-Dispatch
to send full-page images and then print newspapers simultaneously in its
downtown and suburban plants, thereby allowing it to deliver newspapers to
suburban readers earlier in the morning. In the distribution process, certain
sections of the newspaper as well as advertising supplements are handled using a
sophisticated palletized inserting operation. This allows the Post-Dispatch to
efficiently distribute into selected geographic areas as necessary. The
Company's commitment to the ongoing enhancement of its operating systems has
enabled the Post-Dispatch to offer a continually improving product to both
readers and advertisers while also realizing substantial savings in labor cost.
The Company believes the Post-Dispatch has adequate facilities to sustain up to
a 35 percent increase in daily circulation without incurring significant capital
expenditures.

The Post-Dispatch is distributed primarily through independent home
delivery carriers and single copy dealers. Home delivery accounted for
approximately 75 percent of circulation for the daily Post-Dispatch and
approximately 55 percent of circulation for the Sunday edition during 1995.

THE ARIZONA DAILY STAR

Founded in 1877, the Star is published in Tucson, Arizona, by the Company's
wholly-owned subsidiary, Star Publishing Company. The Star, a morning and Sunday
newspaper, and the Tucson Citizen (the "Citizen"), an afternoon newspaper owned
by Gannett Co., Inc. ("Gannett"), are southern Arizona's leading dailies. The
Star and the Citizen are published through an agency operation (the "Tucson
Agency") and have a combined weekday circulation of approximately 144,000.
Tucson is currently the 73rd largest metropolitan statistical area in the
country with a population of approximately 742,300 (Source: Sales and Marketing
Management).

The Tucson Agency operates through TNI Partners, an agency partnership
which is owned half by the Company and half by Gannett. TNI Partners is
responsible for all aspects of the business of the two newspapers other than
editorial opinion and gathering and reporting news. Revenues and expenses are
generally shared equally by the Star and the Citizen. Unlike the St. Louis
Agency, the Company's consolidated financial statements include only its share
of the combined operating revenues and operating expenses of the two newspapers.
See "-- Publishing -- Agency Agreements."

As a result of the Tucson Agency, the financial performance of the
Company's Star Publishing Company subsidiary is directly affected by the
operations and performance of both the Star and the Citizen. The following table
sets forth certain information concerning circulation and combined advertising
linage of the

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Star and the Citizen and the Company's share of the operating revenues of the
Star and the Citizen for the past five years.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------------
1995 1994 1993 1992 1991
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Circulation(1):
Star daily................................ 97,133 98,050 96,926 94,496 91,661
Citizen daily............................. 47,203 48,272 49,560 50,146 50,475
Star Sunday............................... 179,430 179,652 175,321 170,500 166,657
Combined advertising (in thousands of inches):
Full run (all zones)
Retail.................................... 1,565 1,565 1,675 1,750 1,616
General................................... 49 50 45 42 60
Classified................................ 1,682 1,608 1,462 1,362 1,222
------- ------- ------- ------- -------
Total................................... 3,296 3,223 3,182 3,154 2,898
Part run.................................. 171 116 98 157 150
------- ------- ------- ------- -------
Total inches............................ 3,467 3,339 3,280 3,311 3,048
======= ======= ======= ======= =======
Operating revenues (in thousands):
Advertising............................... $31,332 $28,459 $25,562 $24,202 $23,569
Circulation............................... 11,487 11,434 11,065 10,757 10,061
Other(2).................................. 6,703 5,833 5,298 4,582 4,976
------- ------- ------- ------- -------
Total................................... $49,522 $45,726 $41,925 $39,541 $38,606
======= ======= ======= ======= =======
</TABLE>

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(1) Amounts for 1995 based on Company records for the 53 week period ended
December 31. All other years based on ABC Publisher's Statement for the 52
week period ended December 31.

(2) Primarily revenues from preprinted inserts.

In 1995, the Star's daily edition accounted for approximately 67 percent of
the combined daily circulation of the Tucson Agency publications. The Star's
daily and Sunday editions accounted for approximately 60 percent of the agency's
total advertising linage.

The Star and the Citizen are printed at TNI Partners' modern, computerized
facility equipped with two, eight-unit Metro offset presses. Present inserter
equipment enables the significant portion of daily home delivery supplements to
be inserted on line at press speeds. In addition, the writing, editing and
composing functions have been computerized, increasing efficiency and reducing
workforce requirements.

The newsstand prices of the daily editions of the Star and the Citizen are
$0.50 and $0.35, respectively, and the newsstand price of the Sunday edition of
the Star is $1.50. The Star and the Citizen are distributed by independent
contractors.

CHICAGO PUBLICATIONS

On December 22, 1994, the Company sold Pulitzer Community Newspapers, Inc.,
a wholly-owned subsidiary with operations in the Chicago area. Since 1986, PCN's
primary operations consisted of the publication of a daily suburban newspaper,
the Daily Southtown, and commercial printing services for several national and
local newspapers. The sale of PCN completed the Company's exit from the Chicago
area after having closed down and partially sold its weekly community newspaper
business, Lerner Newspapers, in October 1992.

The Company's 1994 consolidated and publishing segment operating results
included substantially a full year of PCN operations. During 1994, advertising,
preprints, circulation and contract printing accounted for approximately 55
percent, 4 percent, 11 percent and 28 percent, respectively, of PCN's total
operating

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revenues of $48,652,000. The sale of PCN did not have a significant impact on
the Company's 1995 earnings results.

AGENCY AGREEMENTS

Newspapers in approximately 18 cities operate under joint operating or
agency agreements. Agency agreements generally provide for newspapers servicing
the same market to share certain printing and other facilities and to pool
certain revenues and expenses in order to decrease aggregate expenses and
thereby allow the continuing operation of multiple newspapers serving the same
market. The Newspaper Preservation Act of 1970 permits joint operating
agreements between newspapers under certain circumstances without violation of
the Federal antitrust laws.

St. Louis Agency. An agency operation between the Company and the Herald
Company is conducted under the provisions of an Agency Agreement, dated March 1,
1961, as amended. For many years, the Post-Dispatch was the afternoon and Sunday
newspaper serving St. Louis, and the Globe-Democrat was the morning paper and
also published a weekend edition. Although separately owned, from 1961 through
February 1984, the publication of both the Post-Dispatch and the Globe-Democrat
was governed by the St. Louis Agency Agreement. From 1961 to 1979, the two
newspapers controlled their own news, editorial, advertising, circulation,
accounting and promotion departments and Pulitzer managed the production and
printing of both newspapers. In 1979, Pulitzer assumed full responsibility for
advertising, circulation, accounting and promotion for both newspapers. In
February 1984, after a number of years of unfavorable financial results at the
St. Louis Agency, the Globe-Democrat was sold by the Herald Company and the St.
Louis Agency Agreement was revised to eliminate any continuing relationship
between the two newspapers and to permit the repositioning of the daily
Post-Dispatch as a morning newspaper.

Following the renegotiation of the St. Louis Agency Agreement at the time
of the sale of the Globe-Democrat, the Herald Company retained the contractual
right to half the profits or losses (as defined) of the operations of the St.
Louis Agency, which from February 1984 forward consisted solely of the
publication of the Post-Dispatch. The St. Louis Agency Agreement provides for
the Herald Company to share half the cost of, and to share in a portion of the
proceeds from the sale of, capital assets used in the production of the Post-
Dispatch. Under the St. Louis Agency Agreement, Pulitzer supervises, manages and
performs all activities relating to the day-to-day publication of the
Post-Dispatch and is solely responsible for the news and editorial policies of
the newspaper.

The consolidated financial statements of the Company include all the
operating revenues and expenses of the St. Louis Agency. An agency adjustment is
provided as an operating expense which reflects that portion of the operating
income of the St. Louis Agency allocated to the Herald Company. Under the St.
Louis Agency Agreement, for fiscal 1995, 1994, 1993, 1992 and 1991, the Company
paid the Herald Company $12,502,000, $14,706,000, $10,660,000, $11,690,000 and
$7,290,000, respectively, in respect of the Herald Company's share of the
operating income of the St. Louis Agency. As a result of such agency adjustment,
the Company is, and during the term of the St. Louis Agency will continue to be,
entitled to only half the profits (as defined) from the operations of the St.
Louis Agency, the amount of which cannot be determined until the end of each
fiscal year.

The current term of the St. Louis Agency Agreement runs through December
31, 2034, following which either party may elect to renew the agreement for
successive periods of 30 years each.

Tucson Agency. The Tucson Agency Agreement has, since 1940, governed the
joint operations of the Star and Citizen. For financial reporting purposes the
operations of the Tucson Agency are reflected in the Company's consolidated
financial statements differently from the operations of the St. Louis Agency.
The consolidated financial statements of the Company include only the Company's
share of the combined revenues, operating expenses and income of the Star and
Citizen. TNI Partners, as agent for the Company and Gannett, is responsible for
advertising and circulation, printing and delivery and collection of all
revenues of the Star and the Citizen. The Board of Directors of TNI Partners
presently consists of three directors chosen by the Company and three chosen by
Gannett. Budgetary, personnel and other non-news and editorial policy matters,
such as advertising and circulation policies and rates or prices, are determined
by the Board of

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<PAGE> 8

Directors of TNI Partners. Each newspaper is responsible for its own news and
editorial content. Revenues and expenses are recorded by TNI Partners, and the
resulting profit is split 50-50 between Pulitzer and Gannett. Both partners have
certain administrative costs which are borne separately. As a result of the
Tucson Agency, the Star and the Citizen benefit from increases and can be
adversely affected by decreases in each other's circulation.

The Tucson Agency Agreement runs through June 1, 2015, and contains renewal
provisions for successive periods of 25 years each.

COMPETITION

The Company's publications compete for readership and advertising revenues
in varying degrees with other metropolitan, suburban, neighborhood and national
newspapers and other publications as well as with television, radio, direct mail
and other news and advertising media. Competition for advertising is based upon
circulation levels, readership demographics, price and advertiser results, while
competition for circulation is generally based upon the content, journalistic
quality and price of the publication. In St. Louis and its surrounding suburban
communities, the Post-Dispatch's competition for circulation and advertising
revenues includes paid suburban daily newspapers as well as a chain of community
newspapers and shoppers. These community newspapers and shoppers target selected
geographic markets throughout the St. Louis metropolitan area.

Due to the agency relationship existing in Tucson, the Star and the Citizen
cannot be viewed as competitors for advertising or circulation revenues. The
Star and the Citizen compete primarily against other media and against
Phoenix-area and suburban, neighborhood and national newspapers and
publications.

EMPLOYEE RELATIONS

The Company has contracts with substantially all of its production unions
related to the Post-Dispatch, with expiration dates ranging from February 1999
through September 2002. In addition, the Company has a multi-year contract with
the St. Louis Newspaper Guild which expires in January 2003. All of the Post-
Dispatch labor contracts contain no strike provisions.

TNI Partners has a one-year contract, expiring December 31, 1996, with
Tucson Graphic Communications Union Local No. 212, covering certain pressroom
employees.

RAW MATERIALS

The publishing segment's results are significantly impacted by the cost of
newsprint which accounted for approximately 24 percent of the segment's total
1995 operating expenses. During 1995 (on a 52-week basis), the Company used
approximately 81,700 metric tons of newsprint in its production process. The
Company's recurring newsprint cost and metric tons of consumption for 1995,
after giving effect to the St. Louis Agency adjustment, were approximately
$31,500,000 and 46,700 metric tons, respectively. In the last five years, the
Company's average cost per ton of newsprint has varied from a low of $445 per
metric ton in 1992 to a high of $675 per metric ton in 1995. During 1995,
newsprint prices increased steadily through the end of the third quarter, with
prices since that time remaining in the range of $745 per metric ton.

The Post-Dispatch obtains the newsprint necessary for its operations from
six separate mills, three of which are located in Canada and three in the United
States. The Post-Dispatch has guaranteed the future supply of certain volume
levels through long-term agreements with three of its newsprint suppliers. The
Company believes that the absence of long-term agreements with the remaining
three newsprint suppliers will not affect the Company's ability to obtain
newsprint at competitive prices.

TNI Partners obtains the newsprint necessary for the Tucson Agency's
operations pursuant to an arrangement with Gannett, the owner of the Citizen.
Gannett purchases newsprint on behalf of TNI Partners under various contractual
arrangements and agreements. Newsprint is also purchased on the spot market.

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BROADCASTING

The Company's broadcasting operations currently consist of the ownership
and operation of eight network-affiliated VHF television stations, one
network-affiliated UHF television station, two satellite network television
stations rebroadcasting KOAT and one AM and one FM radio station. Pulitzer
Broadcasting has traditionally focused on mid-sized television markets. The
Company has diversified its revenues by purchasing properties in different
geographic regions of the United States, thus insulating itself, somewhat, from
regional economic downturns. The local management of each of the Company's
broadcasting properties are partially compensated based on the cash flow
performance of their respective stations. Senior management believes that the
success of a local television station is driven by strong local news
programming, and that the Company has developed a particular strength in local
news programming. As is the case with all Company operations, there is major
emphasis on cost control in the broadcasting segment.

TELEVISION

The following table sets forth certain information concerning the
television stations which the Company owns and the markets in which they
operate.

<TABLE>
<CAPTION>
COMMERCIAL
DMA-TV STATIONS EXPIRATION
HOUSEHOLDS DMA LOCAL OPERATING DATE OF
CALL NETWORK IN NATIONAL MARKET IN DATE FCC
STATION AND MARKET LETTERS AFFILIATION MARKET(1) RANK(2) RANK(3) MARKET(3) ACQUIRED LICENSE
- ------------------------ ------- ----------- ---------- -------- ------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
VHF STATIONS(4):
Greenville/Spartanburg/
Asheville, SC/NC...... WYFF NBC 690,760 35 1 7 2/28/83 12/01/96
New Orleans, LA......... WDSU NBC 613,030 41 2 8 12/14/89 6/01/97
Harrisburg/Lancaster/
Lebanon/York, PA...... WGAL NBC 578,910 44 1 7 8/13/79 8/01/99
Greensboro/
Winston-Salem/
High Point, NC........ WXII NBC 553,310 47 2 7 2/28/83 12/01/96
Daytona Beach/Orlando/
Melbourne, FL......... WESH NBC 997,850 22 2 10 6/30/93 2/01/97
Albuquerque, NM(5)...... KOAT ABC 552,940 48 1 12 6/1/69 10/01/98
Omaha, NE............... KETV ABC 360,760 75 1 5 4/15/76 6/01/98
Des Moines, IA.......... KCCI CBS 369,410 72 1 4 9/9/93 2/01/98
UHF STATIONS(4):
Louisville, KY.......... WLKY CBS 543,180 50 3 6 6/23/83 8/01/97
</TABLE>

- -------------------------
(1) Based upon the Designated Market Area ("DMA") for the station as reported in
the November, 1995 Nielsen Station Index ("NSI"). DMA is a geographic area
defined as all counties in which the local stations receive a preponderance
of total viewing hours. DMA data is a primary factor in determining
television advertising rates.

(2) National DMA rank for each market as reported in the November, 1995 NSI.

(3) Based on November, 1995 NSI audience estimates, 7:00am-1:00am,
Sunday-Saturday. The number of commercial stations operating in market does
not include public broadcasting stations, satellite stations or translators
which rebroadcast signals from distant stations.

(4) VHF (very high frequency) stations transmit on channels 2 through 13, and
UHF (ultra high frequency) stations transmit on channels 14 through 69.
Technical factors, such as station power, antenna location and height and
topography of the area served, determine geographic market served by a
television station. In general, a UHF station requires greater power or
antenna height to cover the same area as a VHF station.

8
<PAGE> 10

(5) The Company is also the licensee of KOVT, a satellite TV station licensed to
Silver City, New Mexico and the holder of a construction permit to build a
satellite TV station, KOFT, in Gallup, New Mexico. On February 1, 1996, the
FCC granted a Petition for Rule Making filed by Pulitzer requesting that the
community of license of KOFT be changed from Gallup to Farmington, New
Mexico. In 1993, the Company purchased the operating assets of KVIO, a
satellite TV station licensed to Carlsbad, New Mexico. The call letters of
KVIO were subsequently changed to KOCT.

Average audience share, number of stations serving the market and market
rank for each television station which the Company currently owns for the past
five years are shown in the following table.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991
------------------ ------------------ ------------------ ------------------ ------------------
STATIONS STATIONS STATIONS STATIONS STATIONS
SERVING SERVING SERVING SERVING SERVING
MARKET/ MARKET/ MARKET/ MARKET/ MARKET/
AVERAGE LOCAL AVERAGE LOCAL AVERAGE LOCAL AVERAGE LOCAL AVERAGE LOCAL
AUDIENCE MARKET AUDIENCE MARKET AUDIENCE MARKET AUDIENCE MARKET AUDIENCE MARKET
STATION SHARE(1) RANK(2) SHARE(1) RANK(2) SHARE(1) RANK(2) SHARE(1) RANK(2) SHARE(1) RANK(2)
- ---------------- -------- ------- -------- ------- -------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WYFF............ 26% 7/1 27% 6/1 29% 6/2 30% 6/2 31% 6/1
WDSU............ 21 8/2 20 6/2 21 5/2 23 5/2 24 5/2
WGAL............ 37 7/1 36 7/1 36 7/1 35 6/1 36 6/1
WXII............ 25 7/2 23 7/3 26 7/3 25 7/3 27 7/3
WESH(3)......... 23 10/2 21 10/2 23 9/2 25 7/2 25 8/2
KOAT............ 32 12/1 30 11/1 32 10/1 33 10/1 32 12/1
KETV............ 31 5/1 27 4/1 29 4/1 29 4/1 31 4/1
KCCI(4)......... 37 4/1 41 4/1 35 4/1 35 4/1 33 4/1
WLKY............ 24 6/3 28 6/3 29 5/1 28 5/1 26 5/3
</TABLE>

- -------------------------
(1) Represents the number of television households tuned to a specific station
9:00am-Midnight, Sunday-Saturday, as a percentage of Station Total
Households. Source: 1994-1995 data from February, May and November Nielsen
Station Index ("NSI"). Schedules for 1991-1993 include both NSI and Arbitron
Ratings Audience Estimates information. NOTE: The Arbitron Company ceased to
provide local television market reports in 1994.

(2) Stations serving market and local market rank data for 1994-1995 based on
November NSI. Schedules for 1991-1993 include both NSI and Arbitron Ratings
Audience Estimates information.

(3) Acquired June 30, 1993.

(4) Acquired September 9, 1993.

The Company's television stations are affiliated with national television
networks under ten-year contracts which are automatically renewed for successive
five-year terms unless the Company or network exercises its right to cancel.
Prior to executing new contracts in early 1995, the stations' old network
affiliation agreements were for two year periods with automatic renewal
provisions.

The ratings of the Company's television stations are affected by
fluctuations in the national ratings of its affiliated networks. The Company
believes that such network rating fluctuations are normal for the broadcasting
industry and in the past has not sought to change its network affiliations based
on the decline of the national ratings of an affiliated network.

ADVERTISING REVENUES

The principal source of broadcasting revenues for the Company is the sale
of time to advertisers. The Company derives television broadcasting revenues
from local and national spot advertising and network compensation. Local
advertising consists of short announcements and sponsored programs on behalf of

9
<PAGE> 11

advertisers in the immediate area served by the station. National spot
advertising generally consists of short announcements and sponsored programs on
behalf of national and regional advertisers. Network revenue is based upon a
contractual agreement with a network and is dependent upon the network programs
broadcast by the stations. The following table sets forth the television
broadcasting revenues received by the Company from each of these types of
advertising during the past five years.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------------------
1995 1994 1993(1) 1992 1991
-------- -------- -------- -------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Local...................................... $ 88,419 $ 82,463 $ 63,565 $ 49,670 $46,969
National spot.............................. 80,760 76,925 52,869 44,594 41,252
Network.................................... 17,096 6,557 5,840 5,210 5,988
Other...................................... 1,779 1,832 1,665 1,575 1,837
-------- -------- -------- -------- -------
Total................................. $188,054 $167,777 $123,939 $101,049 $96,046
======== ======== ======== ======== =======
</TABLE>

- -------------------------
(1) The Company acquired television stations WESH and KCCI on June 30, 1993 and
September 9, 1993, respectively.

The Company believes that its stations are particularly strong in local
news programming, an important revenue source for network-affiliated stations.
Local news programs generate approximately a quarter of each station's revenues.

Local time spots are sold by the Company's sales personnel at each
broadcast station. Company sales departments make extensive use of computers to
track and schedule all commercial spots sold, to maintain the broadcast station
operating schedule, to determine time spot availability and to record accounts
receivable. National spots are sold by the Company's three national sales
representative firms.

Advertising rates are based primarily on audience size, audience share,
demographics and time availability. The Company's ability to maximize
advertising revenues is dependent upon, among other things, its management of
the inventory of advertising time available for sale.

PROGRAMMING

The national television networks with which the Company's stations are
affiliated offer a variety of sponsored and unsponsored programs to affiliated
stations. The affiliated stations have the right of first refusal before the
programs may be offered to any other television station in the same city.

When not broadcasting network programs, the Company's stations broadcast
local news programs, movies, syndicated programs acquired from independent
sources and public service programs. Movies and syndicated programs have
frequently been shown previously on network or cable television. Syndicated
programs are programs that are licensed to individual stations for one or more
showings in a particular market as distinguished from programs licensed for
national distribution through one of the major networks.

The Company's stations make programming decisions on the basis of a number
of factors, including program popularity and cost. On occasion, the Company has
not renewed a popular program when syndication costs exceeded the level the
Company believed appropriate compared to the potential advertising revenues to
be derived from the program.

RADIO

The Company owns two radio stations serving the Phoenix, Arizona market:
KTAR (AM) and KKLT (FM). Phoenix is the 20th largest Metro Market in the United
States, and the Phoenix Radio Metro Area is served by twelve AM and twenty FM
radio stations. KTAR (AM) ranks first in the Phoenix market and KKLT (FM) ranks
eleventh, with 8 percent and 3.5 percent average quarter hour market shares,
respectively (source: Arbitron Radio Ratings Summary-Fall 1995). KTAR (AM)
operates as a news/talk/sports radio

10
<PAGE> 12

station while KKLT (FM) has an adult contemporary music format. The FCC licenses
for KTAR (AM) and KKLT (FM) expire on June 1, 1997.

Advertising rates charged by a radio station are based primarily upon the
number of homes in the station's primary market, the number of persons using
radio in the area and the number of persons listening to the station.
Advertising is sold by a national sales representative and by the stations'
advertising sales personnel. The Company's radio stations manage their inventory
of available advertising time in much the same manner as the television
stations. Radio broadcasting net revenues during each of the past five years
were as follows: 1995 -- $14,885,000, 1994 -- $13,023,000; 1993 -- $12,900,000;
1992 -- $12,320,000 and 1991 -- $12,973,000.

COMPETITION

Competition for television and radio audiences is based primarily on
programming content. Programming content for the Company's television stations
is significantly affected by network affiliation and by local programming
activities. Competition for advertising is based on audience size, audience
share, audience demographics, time availability and price. The Company's
television stations compete for audience and advertising with other television
stations and with radio stations, cable television and other news, advertising
and entertainment media serving the same markets. In addition, the Company's
television stations compete for audience and, to a lesser extent, advertising,
with other forms of home entertainment such as home video recorders and direct
broadcast satellite service. Cable systems, which operate generally on a
subscriber payment basis, compete by carrying television signals from outside
the broadcast market and by distributing signals from outside the broadcast
market and by distributing programming that is originated exclusively for cable
systems. The Company's television stations are also affected by local
competitive conditions, including the number of stations serving a particular
area and the programming content of those stations.

The Company believes that the competitive position of its radio and
television properties is enhanced by the Company's policy of operating its
broadcasting properties with a view to long-term growth. Strong local news
programming is an important factor for the competitive position of the Company's
television stations. The Company's system for managing advertising inventory of
its television and radio stations is also an important factor in its ability to
compete effectively for advertising revenues.

The Company's radio stations compete for audience and advertising with
other radio and television stations in the Phoenix area and with other print,
advertising and entertainment media. The Company's radio stations compete for
audience primarily on the basis of their broadcasting format.

FEDERAL REGULATION OF BROADCASTING

Television and radio broadcasting are subject to the jurisdiction of the
Federal Communications Commission ("FCC") pursuant to the Communications Act of
1934, as amended (the "Communications Act"). The Communications Act prohibits
the public dissemination of radio and television broadcasts except in accordance
with a license issued by the FCC and empowers the FCC to issue, revoke, modify
and renew broadcasting licenses and adopt such regulations as may be necessary
to carry out the provisions of the Communication Act. The recently enacted
Telecommunications Act of 1996 ("Telecommunications Act") effected sweeping
changes in the Communications Act, many of which will influence the Company's
broadcasting operations.

BROADCAST LICENSES

Under the amendments to the Communications Act provided for in the new
legislation, broadcasting licenses for both radio and television stations will
now be granted for a maximum period of eight years. Such licenses are renewable
upon application, and the Telecommunications Act fundamentally changed the
manner in which the FCC processes renewal applications. Petitions to deny
license renewals may still be filed against licensees by interested parties,
including members of the public. However, competing applicants no longer may
file for the frequency being used by the renewal applicant during the period
when a renewal application is pending. In addition, the new law provides that
the FCC must grant renewal if it finds that the station has

11
<PAGE> 13

served the public interest during its previous license term and has not
otherwise engaged in serious violations (or a pattern of lesser violations) of
the Communications Act or the FCC's Rules.

These changes in renewal procedures, and the longer license terms, apply to
renewal applications filed after May 1, 1995. The Company will file applications
to renew the licenses of stations WYFF-TV, Greenville, South Carolina, and
WXII-TV, Greensboro, North Carolina, respectively on August 1, 1996. The renewal
application for the license for Station WESH-TV, Daytona Beach, Florida, will be
filed on December 1, 1996.

MULTIPLE OWNERSHIP

While requiring FCC review every two years, the Telecommunications Act
substantially liberalized the FCC's regulations governing the multiple, common
and cross ownership of broadcast stations. The new law lifts the numerical
restrictions on the number of radio stations a licensee may own nationwide;
however, it restricts the number of stations a licensee may own in any
individual market based upon the total number of stations in the market; the mix
of stations in different services (e.g., AM or FM) that a licensee owns; and, in
the smallest communities, a limitation that a licensee may not own more than 50
percent of all stations in the market.

The Telecommunications Act also eliminates the cap on the number of TV
stations a party may own nationwide, provided that the total number of
households reached by any individual owner's stations do not exceed 35 percent
of the national household audience. With respect to the local market, the new
law requires the FCC to conduct a proceeding to determine whether to preserve or
eliminate its present rule forbidding the common ownership of two television
stations in the same market. Moreover, the law permits the use of so-called
Local Marketing Agreements (or "LMAs") between television stations in the same
market to the extent they are allowed by the FCC's rules. The agreements permit
one station in a market to lease and program the broadcast time and sell the
advertising time on another station in the market.

The AM-FM radio ownership rules prohibit granting a license to operate an
AM or FM radio station or television station to an applicant who already owns,
operates or controls or has an interest in a daily newspaper in the community in
which the broadcast license is requested. In addition, they generally prohibit
ownership of a VHF television station and either an AM or FM radio station in
the same market. While the Telecommunications Act left the first restriction in
place, it expanded considerably the FCC's authority to grant waivers of the
television/radio cross-ownership rule in the top 50 markets.

Further, the Telecommunications Act repeals the law which prohibited a
cable television system from carrying the signal of a television broadcast
station if such system owns, operates, controls or has an interest in a
broadcast television station which serves substantially the same area that the
cable television system is serving. Although the FCC rule prohibiting such
cross-ownership remains in place, it is expected that the FCC will undertake a
proceeding to eliminate the rule.

A controversy exists among television broadcasters, cable companies and
program producers relating to rules requiring cable television systems ("cable
systems") to carry the signals of local television stations. On March 11, 1993,
the FCC adopted rules concerning the mandatory signal carriage ("must carry")
rights of commercial and noncommercial television stations that are local to the
area serviced by a cable system and the requirement prohibiting cable operators
and other multichannel video programming providers from carrying television
stations without obtaining their consent in some circumstances ("retransmission
consent"). That same year, a three-judge panel of the United States District
Court found that the FCC rules governing must carry and retransmission consent
are constitutional. On appeal, the United States Supreme Court vacated the
District Court decision and remanded the case back to the three-judge panel for
further proceedings. On December 12, 1995, the three-judge district court panel
(one judge dissenting) upheld the must-carry rules against the cable industry's
First Amendment challenge. Following those proceedings, the Supreme Court on
February 20, 1996, announced that it would hear the cable industry's challenge
to the district court's ruling. While the case is pending, the must-carry
provisions of the 1992 Cable Act remain in effect, as do the Commission's
must-carry rules and retransmission consent requirements.

12
<PAGE> 14

OTHER RECENTLY ADOPTED RULE CHANGES

It has been the policy of the FCC to rely increasingly upon the interplay
of marketplace forces in lieu of direct government regulation and to encourage
increasing competition among different electronic communication media. This
policy was ratified by the Telecommunications Act which effected other changes
that may affect the competitive environment in the local markets served by the
Company's broadcast stations.

One such change authorizes local telephone companies to provide video
programming to subscribers in their local telephone service areas either as
cable operators or over their own networks known as "open video systems." The
new law provides that a telephone company offering video programming will be
regulated according to the method of delivering programming. However, under the
law, whether the telephone company operates as a cable operator or an open video
system operator, it will be subject to must carry and retransmission consent
obligations and the Commission's rules on sports exclusivity, network
nonduplication, and syndicated exclusivity. In addition, the Telecommunications
Act requires the FCC to adopt certain additional safeguards for broadcasters
which forbid a telephone company that provides video programming from
discriminating against broadcasters in favor of an affiliated programmer in
subscriber communications and placement on any on-screen program guide or menu.
In addition, a telephone company video provider must ensure that broadcasters
and other copyright holders are able to identify their programming, and if such
identifying information is carried as part of the programming signal, the
telephone company must transmit it without alteration.

The FCC has granted several applications proposing to establish direct
broadcast satellite systems ("DBS"). Several other new technologies are in their
developmental stages, such as High Definition Television capable of transmitting
television pictures with higher resolution, truer color and wider aspect ratios,
and Digital Audio Broadcasting capable of transmitting radio signals on a
terrestrial basis and by space satellites. The potential impact of these
technologies on the Company's business cannot be predicted.

The Telecommunications Act provides that if the FCC issues licenses for
advanced television (ATV) services, only incumbent broadcast licensees and
construction permit holders will be eligible initially for these licenses. The
new law requires the Commission to adopt regulations that permit broadcasters to
use such digital ATV spectrum for ancillary or supplementary services, provided
that such secondary services may not impair the quality of the ATV signal.

This spectrum flexibility scheme would be highly advantageous for incumbent
television station owners such as the Company. It ensures that the Company will
not face competing applications from the general public as it applies for its
ATV licenses in the future. However, licenses for ATV services issued to
incumbent broadcast licensees or permittees must be preconditioned with a
requirement that either the ATV license or the original broadcast license be
surrendered to the FCC for reallocation or reassignment.

The advantages of this new law could be limited by proposals currently
pending in Congress to require broadcasters to bid for the new authorizations
for ATV spectrum at auction and use their payments to help to reduce the federal
government's budget deficit, or to require broadcasters to make the transition
to digital spectrum more quickly in order to recapture broadcasters' current
spectrum for auction. If implemented, such a proposal would substantially
increase the costs incurred by broadcasters to make the transition to the new
technology.

In connection with the Senate's passage of the Telecommunications Act, the
Republican leadership and Committee chairmen responsible for the measure in both
chambers sent a letter to the Chairman of the FCC requesting that the Commission
take no action on the licensing of new ATV spectrum until Congress has addressed
the spectrum auction proposal. The FCC responded that it would forbear from
issuing any licenses pending further legislation from Congress and that, in any
event, it did not expect to be in a position to issue ATV authorizations any
earlier than 1997. The broadcast industry is expected to mount a vigorous
opposition to the auction proposal.

13
<PAGE> 15

LIMITATIONS ON OWNERSHIP OF THE COMPANY'S STOCK

The Communications Act prohibits the assignment or transfer of broadcasting
licenses, including the transfer of control of any corporation holding such
licenses, without the prior approval of the FCC. The Communications Act would
prohibit the company from continuing to control broadcast licenses if, in the
absence of FCC approval, more than one-fourth of the Company's capital stock
were acquired or voted directly or indirectly by alien individuals,
corporations, or governments, or if it otherwise fell under alien influence or
control in a manner determined by the FCC to be contrary to the public interest.

Because of the multiple, common and cross ownership rules, if a holder of
the Company's common stock or Class B common stock acquired an attributable
interest in the Company and had an attributable interest in other broadcast
stations, a cable television operation or a daily newspaper, there could be a
violation of FCC regulations depending upon the number and location of the other
broadcasting stations, cable television operations or daily newspapers
attributable to such holder.

The information contained under this heading does not purport to be
complete summary of all the provisions of the Communications Act and the rules
and regulations of the FCC thereunder or of pending proposals for the other
regulation of broadcasting and related activities. For a complete statement of
such provisions, reference is made to the Communications Act, to such rules and
regulations and to such pending proposals.

EMPLOYEES

At December 31, 1995, the Company had approximately 2,500 full-time
employees, of whom approximately 1,300 were engaged in publishing and 1,200 in
broadcasting. In St. Louis, a majority of the approximately 1,100 full-time
employees engaged in publishing are represented by unions. In addition, certain
employees of the broadcasting segment and TNI Partners are represented by
unions. The Company considers its relationship with its employees to be good.

ITEM 2. PROPERTIES

The corporate headquarters of the Company is located at 900 North Tucker
Boulevard, Saint Louis, Missouri. The general character, location and
approximate size of the principal physical properties used by the Company at
December 31, 1995, are set forth below. Leases on the properties indicated as
leased by the Company expire at various dates through July 2012.

The Company believes that all of its owned and leased properties are in
good condition, well maintained and adequate for its current and immediately
foreseeable operating needs. The Company currently has two

14
<PAGE> 16

building projects nearing completion to address the long-term operating
requirements of its New Orleans televison station and Phoenix radio stations.

<TABLE>
<CAPTION>
APPROXIMATE AREA
IN SQUARE FEET
------------------
GENERAL CHARACTER OF PROPERTY OWNED LEASED
- -------------------------------------------------------------------------- ------- -------
<S> <C> <C>
Publishing:
Printing plants, business and editorial offices, and warehouse space
located in:
St. Louis, Missouri*................................................. 536,100 115,300
Tucson, Arizona**.................................................... 265,000 24,500
Washington, D.C. .................................................... -- 2,250
Broadcasting:
Business offices, studios, garages and transmitters located in:
St. Louis, Missouri.................................................. -- 5,300
Albuquerque, New Mexico.............................................. 39,700 8,400
Omaha, Nebraska...................................................... 37,900 600
Lancaster, Pennsylvania.............................................. 55,200 2,200
Winston-Salem, North Carolina........................................ 41,100 800
Greenville, South Carolina........................................... 53,600 3,600
Louisville, Kentucky................................................. 20,800 --
New Orleans, Louisiana............................................... 27,500 14,500
Phoenix, Arizona..................................................... 1,450 10,450
Orlando, Florida..................................................... 61,300 1,300
Daytona Beach, Florida............................................... 28,100 --
Des Moines, Iowa..................................................... 53,350 --
</TABLE>

- -------------------------
* Property is subject to the provisions of the St. Louis Agency Agreement.

** The 265,000 square foot facility in Tucson, Arizona, is used in the
production of the Star and the Citizen and is jointly owned with Gannett
pursuant to the Tucson Agency. Approximately 900 square feet of the leased
properties in Tucson, Arizona, are leased by the Company for use as a bureau
office for the Star. The remaining leased facilities are leased by TNI
Partners pursuant to the Tucson Agency.

ITEM 3. LITIGATION

The Company becomes involved from time to time in various claims and
lawsuits incidental to the ordinary course of its business, including such
matters as libel, slander and defamation actions and complaints alleging
discrimination. In addition, the Company is involved from time to time in
various governmental and administrative proceedings relating, among other
things, to renewal of broadcast licenses. While the results of litigation cannot
be predicted, management believes the ultimate outcome of such litigation will
not have a material adverse effect on the consolidated financial statements of
the Company and its subsidiaries.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.

15
<PAGE> 17

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS

The Company's common stock is listed and traded on the New York Stock
Exchange under the symbol "PTZ."

At March 20, 1996, there were approximately 421 record holders of the
Company's common stock and 2 record holders of its Class B common stock.

The following table sets forth the range of high and low sales prices and
dividends paid for each quarterly period in the past two years:
<TABLE>
<CAPTION>
1994** LOW HIGH DIVIDEND*
---------------------------------------------------- ------ ------ ---------
<S> <C> <C> <C>
First Quarter....................................... $30.60 $27.90 $ 0.115
Second Quarter...................................... 29.90 27.70 0.115
Third Quarter....................................... 31.00 27.80 0.115
Fourth Quarter...................................... 31.20 26.40 0.115

<CAPTION>
1995 LOW HIGH DIVIDEND*
---------------------------------------------------- ------ ------ ---------
<S> <C> <C> <C>
First Quarter....................................... $36.75 $30.75 $ 0.135
Second Quarter...................................... 45.25 36.50 0.135
Third Quarter....................................... 53.00 40.63 0.135
Fourth Quarter...................................... 52.25 43.88 0.135
</TABLE>

- -------------------------
* In 1995 and 1994, the Company paid cash dividends of $0.54 and $0.46,
respectively, per share of common stock and Class B common stock (see Note 5
of Notes to Consolidated Financial Statements for restrictions on dividends).

** The high and low sales prices and dividends per share have been adjusted for
1994 to reflect the impact of a five-for-four stock split, effected in the
form of a 25 percent common and Class B common stock dividend, declared by
the Company's Board of Directors on January 4, 1995.

16
<PAGE> 18

ITEM 6. SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Operating Revenues -- net................. $472,327 $485,579 $426,985 $398,373 $393,372
-------- -------- -------- -------- --------
Operating Expenses
Operations.............................. 190,013 191,570 180,998 170,307 184,784
Selling, general and administrative..... 155,996 174,239 163,578 160,873 154,115
St. Louis Agency adjustment............. 12,502 14,706 10,660 11,690 7,290
Depreciation and amortization........... 27,150 30,486 23,792 18,869 23,773
-------- -------- -------- -------- --------
Total operating expenses............. 385,661 411,001 379,028 361,739 369,962
-------- -------- -------- -------- --------
Operating income.......................... 86,666 74,578 47,957 36,634 23,410
Interest income........................... 5,203 1,971 1,090 1,156 1,618
Interest expense.......................... (10,171) (12,009) (9,823) (7,801) (9,443)
Gain on sale of publishing property....... 2,791
Net other expense......................... (2,330) (1,461) (1,011) (756) (661)
-------- -------- -------- -------- --------
Income before provision for income taxes
and cumulative effects of changes in
accounting principles................... 79,368 65,870 38,213 29,233 14,924
Provision for income taxes................ 30,046 25,960 15,260 5,331 4,365
-------- -------- -------- -------- --------
Income before cumulative effects of
changes in accounting principles........ 49,322 39,910 22,953 23,902 10,559
Cumulative effects of changes in
accounting principles, net of applicable
income taxes............................ (719) 360 (25,147)
-------- -------- -------- -------- --------
Net income (loss)......................... $ 49,322 $ 39,191 $ 23,313 $ (1,245) $ 10,559
======== ======== ======== ======== ========
Earnings (loss) per share of stock (common
and Class B common):(1)
Income before cumulative effects of
changes in accounting principles........ $ 3.02 $ 2.45 $ 1.51 $ 1.65 $ 0.73
Cumulative effects of changes in
accounting principles................... (0.04) 0.02 (1.74)
-------- -------- -------- -------- --------
Earnings (loss) per share............ $ 3.02 $ 2.41 $ 1.53 $ (0.09) $ 0.73
======== ======== ======== ======== ========
Dividends per share of common and Class B
common stock(1)......................... $ 0.54 $ 0.46 $ 0.43 $ 0.39 $ 0.38
======== ======== ======== ======== ========
Weighted average number of shares (common
and Class B common stock)
outstanding(1).......................... 16,350 16,241 15,278 14,424 14,404
======== ======== ======== ======== ========
OTHER DATA
Working capital........................... $128,853 $ 96,729 $ 60,688 $ 45,989 $ 32,044
Total assets(2)........................... 495,073 468,312 461,618 289,988 243,947
Long-term debt, less current
maturities(3)........................... 114,500 128,750 161,920 57,661 74,372
Stockholders' equity(4)................... 198,771 155,019 122,143 67,074 72,851
</TABLE>

- -------------------------
(1) In 1994, shares outstanding, dividends per share and earnings per share were
adjusted for 1994 and restated for 1993 -- 1991 to reflect the impact of a
five-for-four stock split, effected in the form of a

17
<PAGE> 19

ITEM 6. SELECTED FINANCIAL DATA -- CONTINUED

25 percent common and Class B common stock dividend, declared by the
Company's Board of Directors on January 4, 1995. In 1992, shares
outstanding, dividends per share and earnings per share were adjusted for
1992 and restated for 1991 to reflect the impact of 10 percent common and
Class B common stock dividend declared by the Company's Board of
Directors on January 4, 1993.

(2) During 1993 the Company acquired television stations WESH and KCCI for
approximately $164.7 million.

(3) As of December 31, 1993, approximately $118.6 million of new long-term debt
financing was outstanding related to the acquisition of WESH and KCCI.

(4) On July 9, 1993, the Company sold 1.35 million shares of common stock in a
public offering. The $37 million in net proceeds from the offering was used
to partially finance the acquisition of WESH and KCCI in 1993.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

The Company's operating revenues are significantly influenced by a number
of factors, including overall advertising expenditures, the appeal of
newspapers, television and radio in comparison to other forms of advertising,
the performance of the Company in comparison to its competitors in specific
markets, the strength of the national economy and general economic conditions
and population growth in the markets served by the Company.

The Company's business tends to be seasonal, with peak revenues and profits
generally occurring in the fourth and, to a lesser extent, second quarters of
each year as a result of increased advertising activity during the Christmas and
spring holiday periods. The first quarter is historically the weakest quarter
for revenues and profits.

1995 COMPARED WITH 1994

CONSOLIDATED

Operating revenues for the year ended December 31, 1995 decreased 2.7
percent to $472.3 million from $485.6 million in 1994. The revenue comparison
was affected by the sale of Pulitzer Community Newspapers, Inc. ("PCN") on
December 22, 1994. The Company's 1994 results included substantially a full year
of PCN operations while no amounts for PCN were included in the 1995 results. In
addition, the revenue comparison was favorably affected by an extra week of
operations in 1995; fiscal 1995 contained 53 weeks, versus 52 weeks in fiscal
1994. On a comparable basis (i.e., excluding the extra week from 1995 and PCN
from 1994), consolidated revenues would have increased 6.2 percent. The increase
reflected gains in both broadcasting and publishing revenues.

Operating expenses, excluding the St. Louis Agency adjustment, were $373.2
million compared to $396.3 million in 1994, a decrease of 5.8 percent. On a
comparable basis, excluding the extra week from 1995 and PCN from 1994,
operating expenses increased 5.2 percent. This increase was primarily
attributable to increased newsprint costs of $15.1 million, higher overall
personnel costs of $2.1 million, increased promotion expense of $934,000,
increased purchased supplement costs of $783,000, and the reversal in the prior
year of an accrual due to the settlement of a sales tax issue ($437,000).
Expense increases were partially offset by lower depreciation and amortization
of $1.4 million and lower programming rights expense of $1.2 million.

Operating income for fiscal 1995 increased 16.2 percent to $86.7 million
from $74.6 million in 1994. On a comparable basis, excluding the extra week from
1995 and PCN from 1994, operating income increased 15.7 percent. The 1995
increase reflected improvements in the broadcasting segment's operating income,
resulting from increased revenues.

18
<PAGE> 20

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS -- CONTINUED

Interest expense decreased $1.8 million in 1995 compared to 1994, due to
lower debt levels. The Company's average debt level for 1995 decreased to $133.2
million from $160.1 million in the prior year. The Company's average interest
rate for 1995 was unchanged from the prior year at 7.5 percent. Interest income
for the year increased $3.2 million, due to both a higher average balance of
invested funds and higher short-term interest rates.

The effective income tax rate for 1995 decreased to 37.9 percent from 39.4
percent in the prior year. The rates in both 1995 and 1994 were affected by
non-recurring items. Income tax expense for 1995 was reduced by a $911,000
positive adjustment related to the fourth-quarter settlement of a state tax
examination. The 1994 rate included the effect of approximately $1.8 million in
tax expense related to the gain on the sale of Pulitzer Community Newspapers,
Inc. In addition, 1994 income tax expense was reduced by a $500,000 positive
adjustment related to the fourth-quarter settlement of the 1992 federal tax
examination. Excluding these non-recurring items from both years, the effective
income tax rates for 1995 and 1994 would have been 39 percent and 39.2 percent,
respectively. The Company expects the estimated tax rate for 1996 will again be
in the 39 percent range.

As discussed in Note 9 to the Consolidated Financial Statements, effective
January 1, 1994 the Company adopted the provisions of Statement of Financial
Accounting Standards No. 112 ("SFAS 112"), Employers' Accounting for
Postemployment Benefits,and recorded its initial liability thereunder, resulting
in a one-time after-tax charge of $719,000. After recording the one-time charge,
the Company's ongoing expense under SFAS 112 does not differ significantly from
the prior pay-as-you-go basis.

On December 22, 1994, the Company sold its Chicago publishing subsidiary,
PCN, for approximately $33.7 million. The gain on the sale of PCN added
approximately $1 million ($2.8 million less income taxes of $1.8 million), or
$0.06 per share, to 1994 net income. Other than the net gain of $1 million, the
sale of PCN had no effect on the net income comparisons because earnings
provided by PCN in 1994 were offset in 1995 by the after-tax investment income
generated by the sale proceeds.

For the year ended December 31, 1995, the Company reported net income of
$49.3 million, or $3.02 per share, compared with net income of $39.2 million, or
$2.41 per share, in the prior year. Comparability of the earnings results was
affected by several non-recurring items which included the positive income tax
adjustments in both years, the SFAS 112 adjustment in 1994 and the PCN gain in
1994. Excluding the non-recurring items from both years, 1995 net income
increased to $48.4 million, or $2.96 per share, from $38.4 million, or $2.36 per
share, for the prior year. The gain in net income reflected an improvement in
the broadcasting segment's operating profits and a reduction in interest
expense.

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123 ("SFAS 123"), Accounting for
Stock-Based Compensation, which requires adoption in 1996. The new standard
defines a fair value method of accounting for stock options and similar equity
instruments. Under the fair value method, compensation cost is measured at the
grant date based on the fair value of the award and is recognized over the
service period, which is usually the vesting period. Pursuant to the new
standard, companies are encouraged, but not required, to adopt the fair value
method of accounting for employee stock-based transactions. Companies are also
permitted to continue to account for such transactions under Accounting
Principles Board Opinion No. 25 ("APB 25"), Accounting for Stock Issued to
Employees, but would be required to disclose pro forma net income and, if
presented, earnings per share as if the company had applied the new method of
accounting. The Company will adopt the disclosure requirements of SFAS 123 in
fiscal year 1996 but will continue to recognize and measure compensation for its
restricted stock and stock option plans in accordance with the existing
provisions of APB 25, resulting in no impact on the Company's financial
statements.

19
<PAGE> 21

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS -- CONTINUED

PUBLISHING

Operating revenues from the Company's publishing segment for 1995 decreased
11.6 percent to $269.4 million from $304.8 million in 1994. On a comparable
basis, excluding the extra week from 1995 and PCN from 1994, publishing revenues
increased 3.4 percent. This increase reflected both higher advertising revenues,
particularly classified, at both newspaper properties and higher circulation
revenues.

Newspaper advertising revenues, on a comparable basis, excluding the extra
week from 1995 and PCN from 1994, increased $5.2 million, or 3.4 percent, in
1995. The current year increase was generated by higher average rates which
contributed $7.2 million but which was partially offset by a decline in
advertising volume totaling $2 million. In the first quarter of 1995, both the
St. Louis Post-Dispatch ("Post-Dispatch") and The Arizona Daily Star ("Star")
implemented rate increases for most advertising categories, ranging from 4
percent to 6 percent and 6 percent to 8 percent, respectively. In November 1995,
additional rate increases, ranging from 7.5 percent to 9.5 percent, were
implemented at the Star. On January 1, 1996, rate increases, averaging 6 percent
for most advertising categories, were implemented at the Post-Dispatch.

Circulation revenues, on a comparable basis, excluding the extra week from
1995 and PCN from 1994, increased $2.3 million, or 3.1 percent, in 1995. The
current year increase resulted from circulation price increases which
contributed $4.3 million but which was partially offset by average circulation
decreases of $2 million. Average daily and Sunday circulation of the
Post-Dispatch for the fourth quarter of 1995 was 324,425 and 543,063 compared to
331,676 and 552,647 for the corresponding 1994 period, decreases of 2.2 percent
and 1.7 percent, respectively. Effective February 5, 1995, the home-delivered
price of the Sunday Post-Dispatch was increased $1.00 per month. In addition,
the home-delivered price of the daily Star was increased $0.80 per month,
effective March 27, 1995.

Operating expenses (including selling, general and administrative expenses
and depreciation and amortization) for the publishing segment, excluding the St.
Louis Agency adjustment, decreased to $231.5 million in 1995 from $259.6 million
in 1994, a decrease of 10.8 percent. On a comparable basis, excluding the extra
week from 1995 and PCN from 1994, operating expenses increased 6.9 percent. The
higher expenses, on a comparable basis, resulted primarily from increased
newsprint cost of $15.1 million, reflecting the impact of significant newsprint
price increases, and increased purchased supplement costs of $783,000.

Operating income from the Company's publishing activities decreased 16.7
percent to $25.4 million in 1995 from $30.5 million in 1994. On a comparable
basis, excluding the extra week from 1995 and PCN from 1994, operating income
from the publishing segment decreased 12.3 percent. The decline resulted from
the significant increase in newsprint costs which exceeded revenue gains on a
comparable basis.

On a comparable basis, excluding the extra week from 1995 and PCN from
1994, increasing newsprint prices added approximately $15.1 million to 1995
newsprint expense ($8.7 million after giving effect to the St. Louis Agency
adjustment). Since the most recent price increase on September 1, 1995, the
Company's average cost per metric ton for newsprint has remained in the range of
$745. The Company has not been notified by its newsprint suppliers of price
increases in 1996. On a 52-week basis, the Company's 1995 newsprint cost and
metric tons consumed, after giving effect to the St. Louis Agency adjustment,
were approximately $31.5 million and 46,700 tons, respectively.

BROADCASTING

Broadcasting operating revenues for 1995 increased 12.2 percent to $202.9
million from $180.8 million in 1994. On a comparable basis, excluding the extra
week from 1995, operating revenues increased 10.2 percent. Local spot
advertising increased 5.9 percent and national spot advertising increased 3.4
percent. In addition, network compensation revenue increased $10.2 million due
to new ten-year network affiliation agreements executed in early 1995. During
1995, approximately $2 million of this network revenue increase was invested

20
<PAGE> 22

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS -- CONTINUED

back into the Company's stations to strengthen their local news operations.
These costs were reflected in the ongoing annual expenses of the broadcasting
operations.

Reported broadcasting operating revenues included political advertising of
$2.9 million and $8.5 million in 1995 and 1994, respectively.

Broadcasting operating expenses (including selling, general and
administrative expenses and depreciation and amortization) increased 3.1 percent
to $137 million in 1995 from $132.8 million in 1994. On a comparable basis,
excluding the extra week from 1995, operating expenses increased 2.1 percent.
Major increases in comparable expenses were overall personnel costs of $3
million and promotion expense of $805,000. Also contributing to the current year
expense increase was the prior year reversal of an accrual due to the settlement
of a sales tax issue ($437,000). Partially offsetting these increases were
declines in depreciation and amortization of $1.5 million and programming rights
expense of $1.2 million.

Operating income from the broadcasting segment in 1995 increased 37.5
percent to $65.9 million from $48 million in the prior year. On a comparable
basis, excluding the extra week from 1995, operating income from the
broadcasting segment increased 32.6 percent. The 1995 increase resulted from a
combination of increased advertising revenues and higher network compensation.

1994 COMPARED WITH 1993

CONSOLIDATED

Operating revenues for the year ended December 31, 1994 increased 13.7
percent to $485.6 million from $427 million in 1993. The revenue comparison was
affected by the acquisitions of television stations WESH and KCCI on June 30,
1993 and September 9, 1993, respectively. The Company's 1994 results included
full periods for WESH and KCCI while the prior year included the results of the
two television stations only after their respective acquisition dates. Excluding
WESH (first six months only) and KCCI (first nine months only) from the
comparison, consolidated revenues would have increased 7.9 percent. These
increases reflected gains in both broadcasting and publishing revenues.

Operating expenses, excluding the St. Louis Agency adjustment, were $396.3
million compared to $368.4 million in 1993, an increase of 7.6 percent.
Excluding WESH (first six months only) and KCCI (first nine months only) from
the comparison, consolidated operating expenses would have increased 1.5
percent. Major increases in comparable expenses included overall personnel costs
of $3.2 million, circulation delivery expense of $1.1 million, national
advertising representative commissions of $783,000 and newsprint expense of
$396,000. Expense increases were partially offset by a decline in programming
rights expense of $2.9 million and the reversal of an accrual due to the
settlement of a sales tax issue ($437,000).

Operating income for fiscal 1994 increased 55.5 percent to $74.6 million
from $48 million in 1993. Excluding WESH (first six months only) and KCCI (first
nine months) from the comparison, operating income would have increased 50.7
percent. The increase reflected improvements in operating income in both the
publishing and broadcasting segments due to a combination of increased revenues
and cost control.

Interest expense increased $2.2 million in 1994 compared to 1993, due to
higher debt levels in 1994. The Company's average debt level for 1994 increased
to $160.1 million from $119.7 million in the prior year, due to borrowings
related to the 1993 acquisitions of WESH and KCCI. Lower rates on the WESH and
KCCI borrowings reduced the Company's average interest rate for 1994 to 7.5
percent from 7.8 percent in the prior year. Interest expense also included a
declining interest factor related to annual payments (1990-1994) under a
non-competition agreement entered into in connection with the 1989 acquisition
of television station WDSU in New Orleans. Interest income for the year
increased $881,000, due to both higher average balances of invested funds and
higher interest rates.

21
<PAGE> 23

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS -- CONTINUED

The effective income tax rate for 1994 decreased to 39.4 percent from 39.9
percent in the prior year. The rates in both 1994 and 1993 were affected by
non-recurring items. The 1994 rate included the effect of approximately $1.8
million in tax expense related to the gain on the sale of Pulitzer Community
Newspapers, Inc. In addition, 1994 income tax expense was reduced by a $500,000
positive adjustment related to the fourth-quarter settlement of the 1992 federal
tax examination. The 1993 effective tax rate was lowered by a $225,000
adjustment to the tax provision, reflecting a change in the Company's deferred
income tax rates as a result of the Revenue Reconciliation Act of 1993.
Excluding these non-recurring items from both years, the effective income tax
rates for 1994 and 1993 would have been 39.2 percent and 40.5 percent,
respectively. The lower 1994 rate reflected the Company's reduced exposure to
further tax adjustments for open tax years, following the settlement of the
1990-1992 federal tax examinations during 1994, and the impact of 1993 tax law
changes in the deductibility of the amortization of intangibles. The effective
tax rates in both years also reflected the effect of approximately $500,000 of
non-deductible goodwill amortization expense.

Effective January 1, 1994, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 112 ("SFAS 112"), Employers' Accounting
for Postemployment Benefits, and recorded its initial liability thereunder,
resulting in a one-time after-tax charge of $719,000 (see Note 9 of the Notes to
Consolidated Financial Statements). After recording the one-time charge, the
Company's 1994 expense under SFAS 112 did not differ significantly from the
prior year pay-as-you-go amount.

On December 22, 1994, the Company sold its Chicago publishing subsidiary,
Pulitzer Community Newspapers, Inc. ("PCN"), for approximately $33.7 million.
The gain on the sale of PCN added approximately $1 million ($2.8 million less
income taxes of $1.8 million), or $0.06 per share, to 1994 net income.

For the year ended December 31, 1994, the Company reported net income of
$39.2 million, or $2.41 per share, compared with net income of $23.3 million, or
$1.53 per share, in the prior year. Net income for 1994 included the
non-recurring SFAS 112 charge of $719,000, or $0.04 per share. In 1993, the
Company adopted Statement of Financial Accounting Standards No. 109, Accounting
for Income Taxes, resulting in a positive adjustment to income of $360,000, or
$0.02 per share.

Excluding the cumulative effects of accounting changes from both years and
the 1994 one-time gain from the sale of PCN, 1994 net income increased to $38.9
million, or $2.39 per share, from $23 million, or $1.51 per share, for the prior
year. The 1994 gain in net income reflected improvements in operating profits in
both the publishing and broadcasting segments due to a combination of increased
revenues and cost control. The Company's earnings per share comparison for the
year-to-date period was affected by the larger average number of shares
outstanding in 1994 as a result of the public offering of 1.35 million shares in
July 1993.

PUBLISHING

Operating revenues from the Company's publishing segment for 1994 increased
5 percent to $304.8 million from $290.1 million in 1993, primarily reflecting
increased revenues from advertising, particularly classified, at all three
newspaper locations.

Newspaper advertising revenues increased $12.3 million, or 7.3 percent, in
1994. The 1994 increase resulted from higher advertising volume which
contributed $9.3 million and higher average rates which contributed $3 million.
In January 1994, all publishing properties increased rates for certain
advertising categories, ranging from 3 percent to 6.5 percent. In the first
quarter of 1995, both the St. Louis Post-Dispatch ("Post-Dispatch")and The
Arizona Daily Star ("Star") implemented rate increases for most advertising
categories, ranging from 4 percent to 6 percent and 6 percent to 8 percent,
respectively.

Circulation revenues decreased $720,000, or 0.9 percent, in 1994. The
slight revenue decline for 1994 resulted from average circulation decreases at
the Post-Dispatch while average circulation rates were virtually unchanged from
the prior year. Average daily and Sunday circulation of the Post-Dispatch for
the fourth

22
<PAGE> 24

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS -- CONTINUED

quarter of 1994 was 331,676 and 552,647 compared to 342,687 and 561,744,
respectively, for the corresponding 1993 period.

Operating expenses (including selling, general and administrative expenses
and depreciation and amortization) for the publishing segment, excluding the St.
Louis Agency adjustment, increased to $259.6 million in 1994 from $255.8 million
in 1993, an increase of 1.5 percent. The increase was principally attributable
to higher circulation delivery expense of $1.1 million, increases in overall
personnel costs of $746,000 and an increase in newsprint expense of $396,000,
due to higher newsprint consumption.

Operating income from the Company's publishing activities increased 28.6
percent to $30.5 million from $23.7 million in 1993, reflecting a combination of
increased revenues and cost control.

BROADCASTING

Broadcasting operating revenues for 1994 increased 32.1 percent to $180.8
million from $136.8 million in 1993. The revenue comparison was affected by the
Company's acquisition of television stations WESH and KCCI on June 30, 1993 and
September 9, 1993, respectively. Excluding WESH (first six months only) and KCCI
(first nine months only) from the comparison, broadcasting revenues would have
increased 14.1 percent in 1994. On a comparable basis, local spot advertising
would have increased 9.2 percent; national spot advertising would have increased
23 percent; and network compensation would have declined 4 percent. Political
advertising, including WESH and KCCI, increased $8.1 million in 1994.

Broadcasting operating expenses (including selling, general and
administrative expenses and depreciation and amortization) increased 22 percent
to $132.8 million in 1994 from $108.9 million in 1993. Excluding WESH (first six
months only) and KCCI (first nine months only) from the comparisons, operating
expenses would have increased 1.4 percent in 1994. Major increases in comparable
expenses were overall personnel costs of $2.4 million, national advertising
representative commissions of $783,000 and promotion expense of $395,000.
Partially offsetting these increases were a decline in programming rights
expense of $2.9 million and the reversal of an accrual due to the settlement of
a sales tax issue ($437,000).

Operating income from broadcasting operations in 1994 increased 71.6
percent to $48 million from $27.9 million in the prior year. Excluding WESH
(first six months only) and KCCI (first nine months only), broadcasting
operating income would have increased 63.2 percent in 1994, due to a combination
of increased advertising revenues and cost control.

LIQUIDITY AND CAPITAL RESOURCES

Outstanding debt, inclusive of the short-term portion of long-term debt, as
of December 31, 1995, was $128.8 million, compared with $143 million at December
31, 1994. The decrease since the prior year end reflected a scheduled repayment
of $14.3 million under the Company's Senior Note Agreement maturing in 1997. As
of December 31, 1995, the Company's long-term borrowings consisted of $128.8
million of fixed-rate senior notes with The Prudential Insurance Company of
America ("Prudential").

The Company's Senior Note Agreements with Prudential require it to maintain
certain financial ratios, place restrictions on the payment of dividends and
prohibit new borrowings, except as permitted thereunder.

As of December 31, 1995, commitments for capital expenditures were
approximately $7.8 million, relating to normal capital equipment replacements
and a portion of the costs for new facilities for television station WDSU in New
Orleans and the radio operations in Phoenix. Commitments for film contracts and
license fees as of December 31, 1995 were approximately $26.6 million. In
addition, as of December 31, 1995, the Company had capital contribution
commitments of approximately $6.3 million related to investments in two limited
partnerships.

23
<PAGE> 25

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS -- CONTINUED

At December 31, 1995, the Company had working capital of $128.9 million and
a current ratio of 3.22 to 1. This compares to working capital of $96.7 million
and a current ratio of 2.55 to 1 at December 31, 1994.

The Company from time to time considers acquisitions of broadcasting,
newspaper and other properties when favorable investment opportunities are
identified. Although, the Company has no agreements to acquire additional
properties, in the event an investment opportunity is identified, management
expects that it would be able to arrange financing on terms and conditions
satisfactory to the Company.

The Company generally expects to generate sufficient cash from operations
to cover ordinary capital expenditures, film contract and license fees, working
capital requirements, debt installments and dividend payments.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following consolidated financial statements of Pulitzer Publishing
Company and Subsidiaries are filed as part of this report. Supplementary
unaudited data with respect to the quarterly results of operations of the
Company are set forth in the Notes to Consolidated Financial Statements.

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

Independent Auditors' Report

Statements of Consolidated Income for each of the Three Years in the Period
Ended December 31, 1995

Statements of Consolidated Financial Position at December 31, 1995 and 1994

Statements of Consolidated Stockholders' Equity for each of the Three Years
in the Period Ended December 31, 1995

Statements of Consolidated Cash Flows for each of the Three Years in the
Period Ended December 31, 1995

Notes to Consolidated Financial Statements for the Three Years in the
Period Ended December 31, 1995

24
<PAGE> 26

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Pulitzer Publishing Company:

We have audited the accompanying statements of consolidated financial
position of Pulitzer Publishing Company and subsidiaries as of December 31, 1995
and 1994, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the three years in the period ended December
31, 1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the companies at December 31,
1995 and 1994, and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 1995 in conformity with
generally accepted accounting principles.

As discussed in Note 10 to the consolidated financial statements, in 1994
the Company changed its method of accounting for postemployment benefits to
conform with Statement of Financial Accounting Standards No. 112, Employers'
Accounting for Postemployment Benefits. As discussed in Note 11 to the
consolidated financial statements, in 1993 the Company changed its method of
accounting for income taxes to conform with Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes.

DELOITTE & TOUCHE LLP

Saint Louis, Missouri
February 9, 1996

25
<PAGE> 27

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED INCOME

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------
1995 1994 1993
-------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE
DATA)
<S> <C> <C> <C>
OPERATING REVENUES -- NET:
Publishing:
Advertising............................................... $161,932 $181,018 $168,684
Circulation............................................... 76,349 77,941 78,661
Other..................................................... 31,107 45,820 42,801
Broadcasting................................................. 202,939 180,800 136,839
-------- -------- --------
Total operating revenues............................. 472,327 485,579 426,985
-------- -------- --------
OPERATING EXPENSES:
Publishing operations........................................ 125,811 130,219 128,220
Broadcasting operations...................................... 64,202 61,351 52,778
Selling, general and administrative.......................... 155,996 174,239 163,578
St. Louis Agency adjustment (Note 2)......................... 12,502 14,706 10,660
Depreciation and amortization................................ 27,150 30,486 23,792
-------- -------- --------
Total operating expenses............................. 385,661 411,001 379,028
-------- -------- --------
Operating income............................................. 86,666 74,578 47,957
Interest income.............................................. 5,203 1,971 1,090
Interest expense............................................. (10,171) (12,009) (9,823)
Gain on sale of publishing property (Note 3)................. 2,791
Net other expense............................................ (2,330) (1,461) (1,011)
-------- -------- --------
INCOME BEFORE PROVISION FOR INCOME TAXES AND CUMULATIVE EFFECTS
OF CHANGES IN ACCOUNTING PRINCIPLES.......................... 79,368 65,870 38,213
PROVISION FOR INCOME TAXES (Note 10)........................... 30,046 25,960 15,260
-------- -------- --------
INCOME BEFORE CUMULATIVE EFFECTS OF CHANGES IN ACCOUNTING
PRINCIPLES................................................... 49,322 39,910 22,953
CUMULATIVE EFFECTS OF CHANGES IN ACCOUNTING PRINCIPLES, NET OF
APPLICABLE INCOME TAXES
(Notes 9 and 10)............................................. (719) 360
-------- -------- --------
NET INCOME..................................................... $ 49,322 $ 39,191 $ 23,313
======== ======== ========
EARNINGS PER SHARE OF STOCK (COMMON AND CLASS B COMMON):
Income before cumulative effects of changes in accounting
principles................................................ $3.02 $2.45 $1.51
Cumulative effects of changes in accounting principles....... (0.04) 0.02
----- ----- -----
Total................................................ $3.02 $2.41 $1.53
===== ===== =====
WEIGHTED AVERAGE NUMBER OF SHARES (COMMON AND CLASS B COMMON
STOCK OUTSTANDING) (Note 7).................................. 16,350 16,241 15,278
====== ====== ======
</TABLE>

See accompanying notes to consolidated financial statements.

26
<PAGE> 28

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED FINANCIAL POSITION

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1995 1994
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents..................................................... $ 100,380 $ 77,084
Trade accounts receivable (less allowance for doubtful accounts of $2,009 and
$2,135)..................................................................... 64,524 62,943
Inventory..................................................................... 6,190 3,069
Prepaid expenses and other.................................................... 7,041 6,783
Program rights................................................................ 8,824 9,263
--------- ---------
Total current assets...................................................... 186,959 159,142
--------- ---------
PROPERTIES:
Land.......................................................................... 11,779 11,261
Buildings..................................................................... 60,794 58,795
Machinery and equipment....................................................... 173,165 161,305
Construction in progress...................................................... 8,745 4,444
--------- ---------
Total..................................................................... 254,483 235,805
Less accumulated depreciation................................................. 135,296 119,911
--------- ---------
Properties -- net......................................................... 119,187 115,894
--------- ---------
INTANGIBLE AND OTHER ASSETS:
Intangible assets -- net of applicable amortization (Note 4).................. 117,470 125,415
Receivable from The Herald Company (Notes 2 and 9)............................ 43,696 44,059
Other......................................................................... 27,761 23,802
--------- ---------
Total intangible and other assets......................................... 188,927 193,276
--------- ---------
TOTAL.................................................................. $ 495,073 $ 468,312
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade accounts payable........................................................ $ 14,145 $ 14,458
Current portion of long-term debt (Note 5).................................... 14,250 14,250
Salaries, wages and commissions............................................... 11,757 11,541
Income taxes payable.......................................................... 2,618 6,331
Program contracts payable..................................................... 8,664 8,864
Interest payable.............................................................. 3,415 3,480
Pension obligations........................................................... 1,023 2,827
Other......................................................................... 2,234 662
--------- ---------
Total current liabilities................................................. 58,106 62,413
--------- ---------
LONG-TERM DEBT (Note 5)......................................................... 114,500 128,750
--------- ---------
PENSION OBLIGATIONS (Note 8).................................................... 24,631 23,593
--------- ---------
POSTRETIREMENT AND POSTEMPLOYMENT BENEFIT OBLIGATIONS (Note 9).................. 92,856 91,966
--------- ---------
OTHER LONG-TERM LIABILITIES..................................................... 6,209 6,571
--------- ---------
COMMITMENTS AND CONTINGENCIES (Note 6)..........................................
STOCKHOLDERS' EQUITY (Note 7):
Preferred stock, $.01 par value; 25,000,000 shares authorized; issued and
outstanding -- none
Common stock, $.01 par value; 100,000,000 shares authorized; issued --
4,704,268 in 1995 and 4,444,099 in 1994..................................... 47 44
Class B common stock, convertible, $.01 par value; 50,000,000 shares
authorized; issued -- 20,474,050 in 1995 and 20,608,832 in 1994............. 205 206
Additional paid-in capital.................................................... 125,539 122,070
Retained earnings............................................................. 260,816 220,322
--------- ---------
Total..................................................................... 386,607 342,642
Treasury stock -- at cost; 16,712 and 11,462 shares of common stock in 1995
and 1994, respectively, and 8,775,638 shares of Class B common stock in 1995
and 1994.................................................................... (187,836) (187,623)
--------- ---------
Total stockholders' equity................................................ 198,771 155,019
--------- ---------
TOTAL.................................................................. $ 495,073 $ 468,312
========= =========
</TABLE>

See accompanying notes to consolidated financial statements.

27
<PAGE> 29

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
CLASS
B ADDITIONAL TOTAL
COMMON COMMON PAID-IN RETAINED TREASURY STOCKHOLDERS'
STOCK STOCK CAPITAL EARNINGS STOCK EQUITY
------ ------ ---------- -------- --------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCES AT JANUARY 1, 1993............... $ 21 $165 $ 82,527 $171,980 $(187,619) $ 67,074
Issuance of common stock grants......... 88 88
Common stock options exercised.......... 1,007 1,007
Tax benefit from stock options
exercised............................. 210 210
Net income.............................. 23,313 23,313
Cash dividends declared and paid $.43
per share of common and Class B
common................................ (6,628) (6,628)
Issuance of common stock................ 14 37,069 37,083
Purchase of treasury stock.............. (4) (4)
------ ---- -------- -------- --------- --------
BALANCES AT DECEMBER 31, 1993............. 35 165 120,901 188,665 (187,623) 122,143
Issuance of common stock grants......... 101 101
Common stock options exercised.......... 898 898
Conversion of Class B common stock to
common stock..........................
Tax benefit from stock options
exercised............................. 220 220
Net income.............................. 39,191 39,191
Cash dividends declared and paid $.46
per share of common and Class B
common................................ (7,534) (7,534)
Five-for-four stock split in the form of
a 25 percent stock dividend (Note
7).................................... 9 41 (50)
------ ---- -------- -------- --------- --------
BALANCES AT DECEMBER 31, 1994............. 44 206 122,070 220,322 (187,623) 155,019
Issuance of common stock grants......... 218 218
Common stock options exercised.......... 2 2,327 2,329
Conversion of Class B common stock to
common stock.......................... 1 (1)
Tax benefit from stock options
exercised............................. 924 924
Net income.............................. 49,322 49,322
Cash dividends declared and paid $.54
per share of common and Class B
common................................ (8,828) (8,828)
Purchase of treasury stock.............. (213) (213)
------ ---- -------- -------- --------- --------
BALANCES AT DECEMBER 31, 1995............. $ 47 $205 $125,539 $260,816 $(187,836) $ 198,771
====== ==== ======== ======== ========= ========
</TABLE>

<TABLE>
<CAPTION>
COMMON STOCK CLASS B COMMON STOCK
---------------------- ----------------------
HELD IN HELD IN
ISSUED TREASURY ISSUED TREASURY
------ -------- ------ --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
SHARE ACTIVITY:
BALANCES AT JANUARY 1, 1993............................. 2,115 (9) 16,488 (7,021)
Issuance of common stock grants....................... 3
Common stock options exercised........................ 44
Issuance of common stock.............................. 1,350
----- --- ------ ------
BALANCES AT DECEMBER 31, 1993........................... 3,512 (9) 16,488 (7,021)
Issuance of common stock grants....................... 3
Common stock options exercised........................ 40
Conversion of Class B common stock to common stock.... 1 (1)
Five-for-four stock split in the form of a 25 percent
stock dividend (Note 7)............................. 888 (2) 4,122 (1,755)
----- --- ------ ------
BALANCES AT DECEMBER 31, 1994........................... 4,444 (11) 20,609 (8,776)
Issuance of common stock grants....................... 6
Common stock options exercised........................ 119
Conversion of Class B common stock to common stock.... 135 (135)
Purchase of treasury stock............................ (6)
----- --- ------ ------
BALANCES AT DECEMBER 31, 1995........................... 4,704 (17) 20,474 (8,776)
===== === ====== ======
</TABLE>

See accompanying notes to consolidated financial statements.

28
<PAGE> 30

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1995 1994 1993
-------- ------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.............................................................. $ 49,322 $39,191 $ 23,313
Adjustments to reconcile net income to net cash provided by operating
activities:
Cumulative effect of change in accounting principles, net of
applicable income taxes.............................................. 719 (360)
Depreciation.......................................................... 19,281 20,466 16,405
Amortization of intangibles........................................... 7,869 10,020 7,387
Incremental increase in postretirement and postemployment benefit
obligations.......................................................... 890 (496) 2,870
Deferred income taxes................................................. (1,847) (4,617) (1,585)
Gain on sale of publishing property................................... (2,791)
Changes in assets and liabilities (net of the effects of the sale of
publishing property and purchase of broadcast properties) (Note 3)
which provided (used) cash:
Trade accounts receivable........................................... (1,581) (8,269) (1,959)
Inventory........................................................... (3,121) 1,540 62
Other assets........................................................ 1,152 3,567 (3,481)
Trade accounts payable and other liabilities........................ 454 8,490 3,532
Income taxes payable................................................ (3,713) 2,059 2,536
Program rights--net of contracts payable............................ 250 170 148
-------- ------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES................................. 68,956 70,049 48,868
-------- ------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.................................................... (22,934) (13,313) (13,589)
Investment in joint ventures and limited partnerships................... (3,637) (5,593)
Sale of publishing property, net of cash sold........................... 30,486
Purchase of broadcasting property assets................................ (166,065)
(Increase) decrease in notes receivable................................. 1,875 18 116
-------- ------- --------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES....................... (24,696) 11,598 (179,538)
-------- ------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt................................ 160,000
Proceeds from sale of common stock...................................... 37,083
Repayments on long-term debt............................................ (14,250) (32,897) (55,732)
Dividends paid.......................................................... (8,828) (7,534) (6,628)
Proceeds from exercise of stock options................................. 2,327 898 1,007
Purchase of treasury stock.............................................. (213) (4)
-------- ------- --------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES....................... (20,964) (39,533) 135,726
-------- ------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS................................. 23,296 42,114 5,056
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR............................ 77,084 34,970 29,914
-------- ------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR.................................. $100,380 $77,084 $ 34,970
======== ======= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) during the year for:
Interest.............................................................. $ 10,147 $13,067 $ 6,495
Income taxes.......................................................... 35,862 28,369 14,638
Income tax refunds.................................................... (1,280) (70) (330)
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITY:
Increase (decrease) in minimum pension liability and related intangible
asset (Notes 4 and 8)................................................. (227) (1,629) 1,283
</TABLE>

See accompanying notes to consolidated financial statements.

29
<PAGE> 31

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation -- The consolidated financial statements include the
accounts of Pulitzer Publishing Company (the "Company") and its subsidiary
companies. All significant intercompany transactions have been eliminated from
the consolidated financial statements.

Fiscal Year -- The Company's fiscal year ends on the last Sunday of the
calendar year, which in 1995 resulted in a 14-week fourth quarter and a 53-week
year. In 1994 and 1993, the fourth quarter was 13 weeks and the year was 52
weeks. For ease of presentation, the Company has used December 31 as the
year-end.

Cash Equivalents -- For purposes of reporting cash flows, the Company
considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.

Inventory Valuation -- Inventory, which consists primarily of newsprint, is
stated at the lower of cost (determined primarily using the last-in, first-out
method) or market. If the first-in, first-out cost method had been used,
inventory would have been $2,064,000 and $546,000 higher than reported at
December 31, 1995 and 1994, respectively. Ink and other miscellaneous supplies
are expensed as purchased.

Program Rights -- Program rights represent license agreements for the right
to broadcast programs over license periods which generally run from one to five
years. The total cost of each agreement is recorded as an asset and liability
when the license period begins and the program is available for broadcast.
Program rights covering periods greater than one year are amortized over the
license period using an accelerated method as the programs are broadcast. In the
event that a determination is made that programs will not be used prior to the
expiration of the license agreement, unamortized amounts are then charged to
operations. Payments are made in installments as provided for in the license
agreements. Program rights expected to be amortized in the succeeding year and
payments due within one year are classified as current assets and current
liabilities, respectively.

Property and Depreciation -- Property is recorded at cost. Depreciation is
computed using the straight-line method over the estimated useful lives of the
individual assets. Buildings are depreciated over 20 to 50 years and all other
property over lives ranging from 3 to 15 years.

Intangible Assets -- Intangible assets are stated net of applicable
amortization. Intangibles in the amount of $1,520,000, related to acquisitions
prior to the effective date of Accounting Principles Board Opinion No. 17
("Opinion No. 17"), are not being amortized because, in the opinion of
management, their value is of undeterminable duration. In addition, the
intangible asset relating to the Company's additional minimum pension liability
under Statement of Financial Accounting Standards No. 87 is adjusted, as
necessary, when a new determination of the amount of the additional minimum
pension liability is made annually. Intangibles consisting of goodwill,
television licenses and network affiliations acquired subsequent to the
effective date of Opinion No. 17 are being amortized over 40 years while all
other intangible assets are being amortized over 4 to 21 years with the
exception of all the intangible assets acquired in conjunction with the 1993
acquisition of WESH and KCCI (see Note 3) which are all being amortized over 15
years.

Long-Lived Assets -- The Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, in
March 1995. This statement is effective for years beginning after December 15,
1995. The general requirements of this statement are applicable to the
properties and intangible assets of the Company and require impairment to be
considered whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The Company anticipates
adopting this standard on January 1, 1996, and does not expect that it will have
a material impact on its financial position or results of operations.

30
<PAGE> 32

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 -- CONTINUED

Income Taxes -- Deferred tax assets and liabilities are recorded for the
expected future tax consequences of events that have been included in either the
financial statements or tax returns of the Company. Under this asset and
liability approach, deferred tax assets and liabilities are determined based on
temporary differences between the financial statement and tax bases of assets
and liabilities by applying enacted statutory tax rates applicable to future
years in which the differences are expected to reverse.

Earnings Per Share of Stock -- Earnings per share of stock is computed
using the weighted average number of Common and Class B shares outstanding
during the applicable period, adjusted for the stock splits described in Note 7.

Employee Benefit Plans -- The Company and its subsidiaries have several
noncontributory pension plans covering substantially all of their employees.
Benefits under the plans are generally based on salary and years of service.
Plan funding strategies are influenced by tax regulations. Plan assets consist
primarily of government bonds and corporate equity securities.

The Company provides retiree medical and life insurance benefits under
varying postretirement plans at several of its operating locations. The
significant portion of these benefits result from plans at the St. Louis
Post-Dispatch. All of the Company's postretirement benefits are funded on a
pay-as-you-go basis.

The Company provides postemployment disability benefits to certain employee
groups of the St. Louis Post-Dispatch. These disability benefits paid to former
employees prior to retirement are funded on a pay-as-you-go basis.

Stock-Based Compensation Plans -- In October 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 123
("SFAS 123"), Accounting for Stock-Based Compensation, which requires adoption
in 1996. The new standard defines a fair value method of accounting for stock
options and similar equity instruments. Under the fair value method,
compensation cost is measured at the grant date based on the fair value of the
award and is recognized over the service period, which is usually the vesting
period. Pursuant to the new standard, companies are encouraged, but not
required, to adopt the fair value method of accounting for employee stock-based
transactions. Companies are also permitted to continue to account for such
transactions under Accounting Principles Board Opinion No. 25 ("APB 25"),
Accounting for Stock Issued to Employees, but would be required to disclose pro
forma net income and, if presented, earnings per share as if the company had
applied the new method of accounting. The accounting requirements of the new
method are effective for all employee awards granted after the beginning of the
fiscal year of adoption, whereas the disclosure requirements apply to all awards
granted subsequent to December 31, 1994. The Company will adopt the disclosure
requirements of SFAS 123 in fiscal year 1996 but will continue to recognize and
measure compensation for its restricted stock and stock option plans in
accordance with the existing provisions of APB 25.

Use of Management Estimates -- The preparation of financial statements in
conformity with generally accepted accounting principles requires that
management make certain estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements. The reported amounts of
revenues and expenses during the reporting period may also be affected by the
estimates and assumptions management is required to make. Actual results may
differ from those estimates.

Reclassifications -- Certain reclassifications have been made to the 1994
and 1993 consolidated financial statements to conform with the 1995
presentation.

31
<PAGE> 33

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 -- CONTINUED

2. AGENCY AGREEMENTS

An agency operation between the Company and The Herald Company is conducted
under the provisions of an Agency Agreement, dated March 1, 1961, as amended.
For many years, the Post-Dispatch (owned by the Company) was the afternoon and
Sunday newspaper serving St. Louis, and the Globe-Democrat (formerly owned by
The Herald Company) was the morning paper and also published a weekend edition.
Although separately owned, from 1961 through February 1984, the publication of
both the Post-Dispatch and the Globe-Democrat was governed by the St. Louis
Agency Agreement. From 1961 to 1979, the two newspapers controlled their own
news, editorial, advertising, circulation, accounting and promotion
responsibility for advertising, circulation, accounting and promotion for both
newspapers. In February 1984, after a number of years of unfavorable financial
results at the St. Louis Agency, the Globe-Democrat was sold by The Herald
Company and the St. Louis Agency Agreement was revised to eliminate any
continuing relationship between the two newspapers and to permit the
repositioning of the daily Post-Dispatch as a morning newspaper. Following the
renegotiation of the St. Louis Agency Agreement at the time of the sale of the
Globe-Democrat, The Herald Company retained the contractual right to receive
one-half the profits (as defined), and the obligation to share one-half the
losses (as defined), of the operations of the St. Louis Agency, which from
February 1984 forward consisted solely of the publication of the Post-Dispatch.
The St. Louis Agency Agreement also provides for The Herald Company to share
one-half the cost of, and to share in a portion of the proceeds from the sale
of, capital assets used in the production of the Post-Dispatch. Under the St.
Louis Agency Agreement, Pulitzer supervises, manages and performs all activities
relating to the day-to-day publication of the Post-Dispatch and is solely
responsible for the news and editorial policies of the newspaper. The
consolidated financial statements of the Company include all the operating
revenues and expenses of the St. Louis Agency relating to the Post-Dispatch.

In Tucson, Arizona, a separate partnership, TNI Partners, ("TNI"), acting
as agent for the Star (a newspaper owned by the Company) and the Citizen (a
newspaper owned by Gannett Co., Inc.), is responsible for printing, delivery,
advertising, and circulation of the Star and the Citizen. TNI collects all of
the receipts and income relating to the Star and the Citizen and pays all
operating expenses incident to the partnership's operations and publication of
the newspapers. Each newspaper is solely responsible for its own news and
editorial content. Net income or net loss of TNI is generally allocated equally
to the Star and the Citizen. The Company's consolidated financial statements
include its share of TNI's revenues and expenses.

3. ACQUISITION AND DISPOSITION OF PROPERTIES

On December 22, 1994, the Company sold its wholly-owned subsidiary,
Pulitzer Community Newspapers ("PCN"), Chicago, Illinois, for approximately
$33,746,000. A gain of $2,791,000 ($1,051,000 after taxes or $0.06 per share)
was recognized on this transaction. The Company's 1994 statement of consolidated
income includes substantially a full year of operating results for PCN.

During 1993, the Company acquired in a purchase transaction substantially
all of the assets and operations of two television stations, WESH, Daytona
Beach/Orlando, Florida and KCCI, Des Moines, Iowa, for a purchase price of
$164,765,000, including approximately $7,765,000 in net receivables, plus
acquisition costs of approximately $1,300,000. The closing dates for WESH and
KCCI were June 30, 1993 and September 9, 1993, respectively. The results of
operations of WESH and KCCI are included in the Company's Statement of
Consolidated Income from their respective closing dates.

The following supplemental unaudited pro forma information shows the
results of operations of the Company for the year ended December 31, 1993
adjusted for the acquisition of WESH and KCCI assuming such transaction and the
related debt and equity financing had been consummated at the beginning of 1993.

32
<PAGE> 34

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 -- CONTINUED

The unaudited pro forma financial information is not necessarily indicative
either of results of operations that would have occurred had the transaction
occurred at the beginning of 1993, or of future results of operations.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1993
--------------
(UNAUDITED)
(IN THOUSANDS,
EXCEPT PER
SHARE DATA)
<S> <C>
Operating revenues -- net.......................................... $450,116
Operating income................................................... $ 48,646
Income before cumulative effect of change in accounting
principle........................................................ $ 21,026
Net income......................................................... $ 21,386
Earnings per share of stock (common and Class B common):
Income before cumulative effect of change in accounting
principle..................................................... $ 1.30
Net Income....................................................... $ 1.32
Weighted average number of shares (common and Class B common)
outstanding...................................................... 16,186
</TABLE>

4. INTANGIBLE ASSETS

Intangible assets consist of:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1995 1994
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Television licenses and network affiliations............. $107,115 $107,115
Goodwill................................................. 12,393 12,393
Intangible pension asset (Note 8)........................ 2,977 3,204
Other.................................................... 42,491 42,491
-------- --------
Total............................................. 164,976 165,203
Less accumulated amortization............................ 47,506 39,788
-------- --------
Total intangible assets -- net........................... $117,470 $125,415
======== ========
</TABLE>

5. FINANCING ARRANGEMENTS

Long-term debt consists of:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1995 1994
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Senior notes maturing in equal annual installments:
8.8% due through 1997.................................. $ 28,750 $ 43,000
6.76% due 1998-2001.................................... 50,000 50,000
7.22% due 2002-2005.................................... 50,000 50,000
-------- --------
Total............................................. 128,750 143,000
Less current portion..................................... 14,250 14,250
-------- --------
Total long-term debt..................................... $114,500 $128,750
======== ========
</TABLE>

33
<PAGE> 35

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 -- CONTINUED

The terms of the various senior note agreements contain certain covenants
and conditions including the maintenance of cash flow and various other
financial ratios, limitations on the incurrence of other debt and limitations on
the amount of restricted payments (which generally includes dividends, stock
purchases and redemptions).

Under the terms of the most restrictive borrowing covenants, in general,
the Company may pay annual dividends not to exceed the sum of $10,000,000, plus
75% of consolidated net earnings commencing January 1, 1993, less the sum of all
dividends paid or declared and redemptions in excess of sales of Company stock
after December 31, 1992.

6. COMMITMENTS AND CONTINGENCIES

At December 31, 1995, the Company and its subsidiaries had construction and
equipment commitments of approximately $7,782,000 and commitments for program
contracts payable and license fees of approximately $26,570,000.

The Company is an investor in several limited partnerships and joint
venture arrangements requiring future capital contributions. As of December 31,
1995, the Company's unfunded capital contribution commitment related to these
investments was approximately $6,268,000.

The Company and its subsidiaries are defendants in a number of lawsuits,
some of which claim substantial amounts. While the results of litigation cannot
be predicted, management believes the ultimate outcome of such litigation will
not have a material adverse effect on the consolidated financial statements of
the Company and its subsidiaries.

In connection with the September 1986 purchase of the Company's Class B
common stock, the Company agreed to make an additional payment to the selling
stockholders in the event that prior to May 13, 2001, the stockholders receive
dividends or distributions in excess of specified amounts in connection with the
sale of more than 85% of the voting securities or equity of the Company, a
merger, or a complete or partial liquidation or similar corporate transaction.
Any payment pursuant to this requirement would be based upon a percentage of the
dividend or distribution per share in excess of $20.96 increased by 15%
compounded annually beginning May 12, 1986.

7. STOCKHOLDERS' EQUITY

Each share of the Company's common stock is entitled to one vote and each
share of Class B common stock is entitled to ten votes on all matters. Holders
of substantially all outstanding shares of Class B common stock, which
represents 95.9% of the combined voting power of the Company, have deposited
their shares in a voting trust (the "Voting Trust").

During 1995, the Voting Trust Agreement dated January 17, 1991 was
terminated and a new Voting Trust Agreement with similar terms was entered into.

The trustees generally hold all voting rights with respect to the shares of
Class B common stock subject to the Voting Trust; however, in connection with
certain matters, including any proposal for a merger, consolidation,
recapitalization or dissolution of the Company or disposition of all or
substantially all its assets, the calling of a special meeting of stockholders
and the removal of directors, the Trustees may not vote the shares deposited in
the Voting Trust except in accordance with written instructions from the holders
of the Voting Trust Certificates. The Voting Trust may be terminated with the
written consent of holders of two-thirds of all outstanding Voting Trust
Certificates. Unless extended or terminated by the parties thereto, the Voting
Trust expires on January 16, 2001.

34
<PAGE> 36

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 -- CONTINUED

On May 11, 1994, the Company's stockholders adopted the Pulitzer Publishing
Company 1994 Stock Option Plan (the "1994 Plan"), replacing the Pulitzer
Publishing Company 1986 Employee Stock Option Plan (the "1986 Plan"). The 1994
Plan provides for the issuance to key employees and outside directors of
incentive stock options to purchase up to a maximum of 1,875,000 shares of
common stock. Under the 1994 Plan, options to purchase 1,000 shares of common
stock will be automatically granted to outside directors on the date following
each annual meeting of the Company's stockholders and will vest on the date of
the next annual meeting of the Company's stockholders. Total shares available
for issue to outside directors under this automatic grant feature are limited to
a maximum of 125,000. The issuance of all other options will be administered by
the Compensation Committee of the Board of Directors, subject to the 1994 Plan's
terms and conditions. Specifically, the exercise price per share may not be less
than the fair market value of a share of common stock at the date of grant. In
addition, exercise periods may not exceed ten years and the minimum vesting
period is established at six months from the date of grant. Option awards to an
individual employee may not exceed 187,500 shares in a calendar year.

Prior to 1994, the Company issued incentive stock options to key employees
under the 1986 Plan. As provided by the 1986 Plan, certain option awards were
granted with tandem stock appreciation rights which allow the employee to elect
an alternative payment equal to the appreciation of the stock value instead of
exercising the option. Outstanding options issued under the 1986 Plan have an
exercise term of ten years from the date of grant and vest in equal installments
over a three-year period.

Stock option transactions during 1995, 1994 and 1993 are summarized as
follows:

<TABLE>
<CAPTION>
SHARES PRICE RANGE
-------- -------------
<S> <C> <C>
Common Stock Options:
Outstanding, January 1, 1993....................... 601,213 $12.36-$24.91
Granted............................................ 285,494 $24.00-$29.30
Cancelled.......................................... (33,425) $12.36-$24.73
Exercised.......................................... (55,536) $12.36-$24.91
---------
Outstanding, December 31, 1993....................... 797,746 $12.36-$29.30
Granted............................................ 173,737 $28.70-$29.00
Cancelled.......................................... (22,871) $15.64-$29.30
Exercised.......................................... (49,834) $12.36-$24.73
---------
Outstanding, December 31, 1994..................... 898,778 $12.36-$29.30
Granted............................................ 144,640 $40.63-$45.88
Cancelled.......................................... (29,724) $15.64-$29.30
Exercised.......................................... (118,728) $12.36-$29.30
---------
Outstanding, December 31, 1995..................... 894,966 $12.36-$45.88
=========
Exercisable at:
December 31, 1994.................................. 560,548 $12.36-$29.30
=========
December 31, 1995.................................. 605,258 $12.36-$29.30
=========
</TABLE>

35
<PAGE> 37

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 -- CONTINUED

At December 31, 1995, 1,565,165 shares remain available for grant under the
Stock Plan.

<TABLE>
<CAPTION>
SHARES PRICE
-------- -------------
<S> <C> <C>
Common Stock Appreciation Rights:
Outstanding, January 1, 1993....................... 50,875 $19.82
Exercised.......................................... (22,687) $19.82
---------
Outstanding, December 31, 1993 and 1994............ 28,188 $19.82
Cancelled.......................................... (7,637) $19.82
Exercised.......................................... (20,551) $19.82
---------
Outstanding, December 31, 1995..................... --
=========
</TABLE>

On May 11, 1994, the Company's stockholders adopted the Pulitzer Publishing
Company 1994 Key Employees' Restricted Stock Purchase Plan (the "1994 Stock
Plan") which replaced the Pulitzer Publishing Company 1986 Key Employees'
Restricted Stock Purchase Plan ("1986 Stock Plan"). The 1994 Stock Plan provides
that an employee may receive, at the discretion of the Compensation Committee, a
grant or right to purchase at a particular price, shares of common stock subject
to restrictions on transferability. A maximum of 312,500 shares of common stock
may be granted or purchased by employees. In addition, no more than 62,500
shares of common stock may be issued to an employee in any calendar year.

Prior to 1994, the Company granted stock awards under the 1986 Stock Plan.
For grants awarded under both the 1994 and 1986 Stock Plans, compensation
expense is recognized over the vesting period of the grants. Stock Purchase Plan
transactions for 1995, 1994 and 1993 are summarized as follows:

<TABLE>
<CAPTION>
SHARES PRICE RANGE
-------- -------------
<S> <C> <C>
Common Stock Grants:
Outstanding, January 1, 1993....................... 4,125 $15.63
Granted............................................ 3,250 $26.99
Vested............................................. (7,375) $15.63-$26.99
---------
Outstanding, December 31, 1993..................... --
Granted............................................ 3,632 $26.99-$28.53
Vested............................................. (455) $26.99
---------
Outstanding, December 31, 1994..................... 3,177 $26.99-$28.53
Granted............................................ 6,660 $32.71
Vested............................................. (5,595) $26.99-$32.71
---------
Outstanding, December 31, 1995..................... 4,242 $26.99-$32.71
=========
</TABLE>

At December 31, 1995, 302,208 shares remain available for grant or purchase
under the 1994 Stock Plan.

On January 4, 1995, the Board of Directors declared a five-for-four stock
split of the Company's common and Class B common stock payable in the form of a
25% stock dividend. The dividend was distributed on January 24, 1995 to
stockholders of record on January 13, 1995. Even though this stock split was
declared subsequent to December 31, 1994, the Company's capital balances and
share amounts have been adjusted in 1994 to reflect the split.

36
<PAGE> 38

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 -- CONTINUED

8. PENSION PLANS

The pension cost components for 1995, 1994 and 1993 were as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------
1995 1994 1993
-------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost (for benefits earned during the year).............. $ 3,834 $ 4,463 $ 3,486
Interest cost on projected benefit obligation................... 8,057 7,515 6,936
Actual loss (return) on plan assets............................. (17,541) 1,437 (7,038)
Net amortization and deferrals.................................. 11,365 (7,779) 1,007
-------- ------- -------
Net periodic pension cost....................................... $ 5,715 $ 5,636 $ 4,391
======== ======= =======
</TABLE>

The funded status of the Company's pension plans at December 31, 1995 and
1994 were as follows:

<TABLE>
<CAPTION>
1995 1994
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Actuarial present value of:
Vested benefit obligation............................................. $106,552 $ 93,726
======== ========
Accumulated benefit obligation........................................ $107,441 $ 94,392
======== ========
Projected benefit obligation............................................ $116,331 $105,719
Plan assets at fair value............................................... 94,032 75,276
-------- --------
Plan assets less than projected benefit obligation...................... (22,299) (30,443)
Unrecognized transition obligation, net................................. 1,760 1,982
Unrecognized net loss (gain)............................................ (1,881) 5,525
Unrecognized prior service cost......................................... (257) (280)
Additional minimum liability............................................ (2,977) (3,204)
-------- --------
Pension obligations..................................................... $(25,654) $(26,420)
======== ========
</TABLE>

The projected benefit obligation was determined using assumed discount rates of
7.25% and 8% at December 31, 1995 and 1994, respectively. The expected long-term
rate of return on plan assets was 8.5% for both 1995 and 1994. For those plans
that pay benefits based on final compensation levels, the actuarial assumptions
for overall annual rate of increase in future salary levels was 5% for December
31, 1995 and ranged from 6% to 6.5% for December 31, 1994.

Certain of the Company's employees participate in multi-employer retirement
plans sponsored by their respective unions. Amounts charged to operations,
representing the Company's required contributions to these plans in 1995, 1994
and 1993 were approximately $731,000, $715,000 and $822,000, respectively.

The Company also sponsors an employee savings plan under Section 401(k) of
the Internal Revenue Code. This plan covers substantially all employees.
Contributions by the Company amounted to approximately $1,494,000, $1,735,000
and $1,582,000 for 1995, 1994 and 1993, respectively.

37
<PAGE> 39

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 -- CONTINUED

9. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

Net periodic postretirement benefit cost components for 1995, 1994 and 1993
were as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------
1995 1994 1993
------- ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost (for benefits earned during the year)... $ 933 $1,462 $1,547
Interest cost on accumulated postretirement benefit
obligation......................................... 5,799 5,898 6,802
Net amortization, deferrals and other components..... (1,787) 13 404
------- ------ ------
Net periodic postretirement benefit cost............. $ 4,945 $7,373 $8,753
======= ====== ======
</TABLE>

The Company funds its postretirement benefit obligation on a pay-as-you-go
basis, and, for 1995, 1994 and 1993 made payments of $4,071,000, $3,484,000 and
$3,561,000, respectively.

The status of the Company's postretirement benefit plans at December 31,
1995 and 1994 were as follows:

<TABLE>
<CAPTION>
1995 1994
------- -------
(IN THOUSANDS)
<S> <C> <C>
Retirees and surviving beneficiaries....................... $45,400 $39,336
Actives eligible to retire................................. 18,917 16,396
Other actives.............................................. 12,893 16,181
------- -------
Accumulated postretirement benefit obligation.............. 77,210 71,913
Unrecognized prior service gain............................ 8,563 10,039
Unrecognized net gain (loss)............................... 4,918 7,853
------- -------
Accrued postretirement benefit cost........................ $90,691 $89,805
======= =======
</TABLE>

The preceding amounts for the December 31, 1995 and 1994 accrued
postretirement benefit cost and the 1995, 1994 and 1993 net periodic
postretirement benefit expense have not been reduced for The Herald Company's
share of the respective amounts. However, pursuant to the St. Louis Agency
Agreement (see Note 2), the Company has recorded a receivable for The Herald
Company's share of the accrued postretirement benefit cost as of December 31,
1995 and 1994.

For 1995 measurement purposes, health care cost trend rates of 11%, 10% and
9% were assumed for indemnity plans, PPO plans and HMO plans, respectively;
these rates were assumed to decrease gradually to 6%, through the year 2008 and
remain at that level thereafter. For 1994 measurement purposes, health care cost
trend rates of 13%, 11% and 10% were assumed for indemnity plans, PPO plans and
HMO plans, respectively; these rates were assumed to decrease gradually to 6%,
through the year 2008 and remain at that level thereafter. The health care cost
trend rate assumptions have a significant effect on the amount of obligation and
expense reported. A 1% increase in these annual trend rates would have increased
the accrued postretirement benefit cost at December 31, 1995 by approximately
$1,370,000 and the 1995 annual net periodic postretirement benefit cost by
approximately $1,374,000.

Administrative costs related to indemnity plans were assumed to increase at
a constant annual rate of 6% and 5% for 1995 and 1994, respectively. The assumed
discount rate used in estimating the accumulated postretirement benefit
obligation was 8% and 7% for 1995 and 1994, respectively.

Effective January 1, 1994, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 112, Employers' Accounting for
Postemployment Benefits ("SFAS 112"), to account for

38
<PAGE> 40

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 -- CONTINUED

certain disability benefits at the St. Louis Post-Dispatch. SFAS 112 requires
that the cost of these benefits provided to former employees prior to retirement
be recognized on the accrual basis of accounting. Previously, the Company
recognized its postemployment benefit costs when paid. The cumulative effect of
adopting SFAS 112 was a reduction of 1994 net income of approximately $719,000
or $0.04 per share. After recording the cumulative effect adjustment, the
Company's on-going expense under the new standard does not differ significantly
from the prior pay-as-you-go basis.

Under SFAS 112, the Company accrues the disability benefits when it becomes
probable that such benefits will be paid and when sufficient information exists
to make reasonable estimates of the amounts to be paid. As required by the
standard, prior year financial statements have not been restated to reflect the
change in accounting method.

The Company's postemployment benefit obligation was $2,165,000 and
$2,161,000 at December 31, 1995 and 1994, respectively.

10. INCOME TAXES

Effective January 1, 1993, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 109, Accounting for Income Taxes ("SFAS
109"). This change in accounting method was applied by recording a positive
cumulative effect adjustment of $360,000 or $0.02 per share in the first quarter
of 1993. The positive earnings impact of the cumulative effect adjustment
resulted principally from the recalculation of certain deferred income taxes at
the then current lower federal statutory rate as opposed to the higher tax rates
which were in effect when certain of the deferred income taxes originated.

Provisions for income taxes (benefits) consist of the following:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1995 1994 1993
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal.......................................... $28,352 $25,156 $14,666
State and local.................................. 3,541 3,372 2,179
Deferred:
Federal.......................................... (1,641) (2,264) (1,419)
State and local.................................. (206) (304) (166)
------- ------- -------
Total......................................... $30,046 $25,960 $15,260
======= ======= =======
</TABLE>

Under the Revenue Reconciliation Act of 1993, the marginal corporate tax
rate was increased from 34% to 35%. The deferred tax benefit for 1993 was
increased by approximately $225,000 to reflect this change.

39
<PAGE> 41

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 -- CONTINUED

Factors causing the effective tax rate to differ from the statutory Federal
income tax rate were:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1995 1994 1993
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
Statutory rate..................................... 35% 35% 35%
Favorable resolution of prior year federal
and state tax issues............................. (1) (1)
Amortization of intangibles........................ 1
State and local income taxes,
net of U.S. Federal income tax benefit........... 3 3 4
Other-net.......................................... 1 1 1
-- -- --
Effective rate................................ 38% 39% 40%
== == ==
</TABLE>

The Company's deferred tax assets and liabilities, net, which have been
included in other assets in the statements of consolidated financial position as
of December 31, 1995 and 1994, consisted of the following:

<TABLE>
<CAPTION>
1995 1994
------- -------
(IN THOUSANDS)
<S> <C> <C>
Deferred tax assets:
Pensions and employee benefits........................... $ 8,960 $ 8,240
Postretirement benefit costs............................. 19,367 19,144
Other.................................................... 795 305
------- -------
Total................................................. 29,122 27,689
------- -------
Deferred tax liabilities:
Depreciation............................................. 9,042 9,295
Amortization............................................. 2,235 2,396
------- -------
Total................................................. 11,277 11,691
------- -------
Net deferred tax asset..................................... $17,845 $15,998
======= =======
</TABLE>

During 1994, the Company settled federal tax examinations for 1990 through
1992 and paid additional taxes of approximately $2,048,000. This payment
represented an extension of the tax amortization period for certain prior year
acquisition intangibles. Accordingly, a deferred tax asset for the amount of the
payment was recorded during 1994.

The Company had no valuation allowance for deferred tax assets as of
December 31, 1995, 1994 and 1993.

11. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company has estimated the following fair value amounts for its
financial instruments using available market information and appropriate
valuation methodologies. However, considerable judgment is required in
interpreting market data to develop the estimates of fair value. Accordingly,
the estimates presented herein are not necessarily indicative of the amounts
that the Company could realize in a current market exchange. The

40
<PAGE> 42

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 -- CONTINUED

use of different market assumptions and/or estimation methodologies may have a
material effect on the estimated fair value amounts.

<TABLE>
<CAPTION>
DECEMBER 31, 1995 DECEMBER 31, 1994
--------------------- ---------------------
ESTIMATED ESTIMATED
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- --------- -------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Assets:
Cash and cash equivalents........... $100,380 $ 100,380 $ 77,084 $ 77,084
Accounts receivable................. 64,524 64,524 62,943 62,943
Liabilities:
Accounts payable.................... 14,145 14,145 14,458 14,458
Program contracts payable........... 8,664 8,664 8,864 8,864
Long-term debt...................... 128,750 132,833 143,000 136,930
</TABLE>

Cash and Cash Equivalents, Accounts Receivable, Accounts Payable and
Program Contracts Payable -- The carrying amounts of these items are a
reasonable estimate of their fair value.

Long-Term Debt -- Interest rates that are currently available to the
Company for issuance of debt with similar terms and remaining maturities are
used to estimate fair value.

The fair value estimates presented herein are based on pertinent
information available to management as of December 31, 1995 and 1994. Although
management is not aware of any facts that would significantly affect the
estimated fair value amounts, such amounts have not been comprehensively
revalued for purposes of these financial statements since that date, and current
estimates of fair value may differ from the amounts presented herein.

41
<PAGE> 43

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 -- CONTINUED

12. BUSINESS SEGMENTS

The Company's operations are divided into two business segments, publishing
and broadcasting. The following is a summary of operations, assets and other
data.

<TABLE>
<CAPTION>
AS OF AND FOR THE YEARS ENDED
DECEMBER 31,
--------------------------------
1995 1994 1993
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
OPERATING REVENUES:
Publishing(a)............................................... $269,388 $304,779 $290,146
Broadcasting................................................ 202,939 180,800 136,839
-------- -------- --------
Total.................................................. $472,327 $485,579 $426,985
======== ======== ========
OPERATING INCOME (LOSS):
Publishing(a)............................................... $ 25,393 $ 30,486 $ 23,702
Broadcasting................................................ 65,939 47,963 27,947
Corporate................................................... (4,666) (3,871) (3,692)
-------- -------- --------
Total.................................................. $ 86,666 $ 74,578 $ 47,957
======== ======== ========
TOTAL ASSETS:
Publishing.................................................. $141,441 $136,818 $156,398
Broadcasting................................................ 253,252 254,410 270,250
Corporate................................................... 100,380 77,084 34,970
-------- -------- --------
Total.................................................. $495,073 $468,312 $461,618
======== ======== ========
CAPITAL EXPENDITURES:
Publishing.................................................. $ 6,627 $ 6,097 $ 6,198
Broadcasting................................................ 16,307 7,216 7,391
-------- -------- --------
Total.................................................. $ 22,934 $ 13,313 $ 13,589
======== ======== ========
DEPRECIATION & AMORTIZATION:
Publishing(a)............................................... $ 4,307 $ 6,128 $ 6,938
Broadcasting................................................ 22,843 24,358 16,854
-------- -------- --------
Total.................................................. $ 27,150 $ 30,486 $ 23,792
======== ======== ========
OPERATING MARGINS
(Operating income to revenues):
Publishing(a)(b)............................................ 14.1% 14.8% 11.8%
Broadcasting................................................ 32.5% 26.5% 20.4%
</TABLE>

- -------------------------
(a) Publishing operations for 1994 and 1993 include the results of Pulitzer
Community Newspapers, Inc., which was sold on December 22, 1994 (See Note
3).

(b) Operating margins for publishing stated with St. Louis Agency adjustment
(which is recorded as an operating expense in the accompanying consolidated
financial statements) added back to publishing operating income.

42
<PAGE> 44

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 -- CONTINUED

13. QUARTERLY FINANCIAL DATA (UNAUDITED)

Operating results for the years ended December 31, 1995 and 1994 by
quarters are as follows:

<TABLE>
<CAPTION>
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER TOTAL
----------- ----------- ----------- ----------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
1995
OPERATING REVENUES -- NET:................... $ 108,523 $ 120,626 $ 111,607 $ 131,571 $472,327
-------- -------- -------- -------- --------
OPERATING EXPENSES:
Operations................................. 44,189 46,652 47,089 52,083 190,013
Selling, general and administrative........ 37,871 38,349 38,228 41,548 155,996
St. Louis Agency adjustment................ 3,288 3,402 2,079 3,733 12,502
Depreciation and amortization.............. 6,709 6,722 6,803 6,916 27,150
-------- -------- -------- -------- --------
Total operating expenses................. 92,057 95,125 94,199 104,280 385,661
-------- -------- -------- -------- --------
Operating income........................... 16,466 25,501 17,408 27,291 86,666
-------- -------- -------- -------- --------
Interest income............................ 1,259 1,212 1,253 1,479 5,203
Interest expense........................... (2,712) (2,493) (2,400) (2,566) (10,171)
Net other expense.......................... (457) (707) (491) (675) (2,330)
-------- -------- -------- -------- --------
INCOME BEFORE PROVISION FOR INCOME TAXES..... 14,556 23,513 15,770 25,529 79,368
PROVISION FOR INCOME TAXES................... 5,703 9,197 6,073 9,073 30,046
-------- -------- -------- -------- --------
NET INCOME................................... $ 8,853 $ 14,316 $ 9,697 $ 16,456 $ 49,322
======== ======== ======== ======== ========
EARNINGS PER SHARE OF STOCK (Common and Class
B Common).................................. $ 0.54 $ 0.88 $ 0.59 $ 1.00 $ 3.02
======== ======== ======== ======== ========
WEIGHTED AVERAGE NUMBER OF SHARES (Common and
Class B Common Stock Outstanding).......... 16,290 16,363 16,378 16,384 16,350
======== ======== ======== ======== ========
<CAPTION>
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER TOTAL
----------- ----------- ----------- ----------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
1994
OPERATING REVENUES -- NET:................... $ 111,391 $ 122,730 $ 116,944 $ 134,514 $485,579
-------- -------- -------- -------- --------
OPERATING EXPENSES:
Operations................................. 46,697 46,638 46,870 51,365 191,570
Selling, general and administrative........ 42,933 43,448 42,378 45,480 174,239
St. Louis Agency adjustment................ 2,719 4,233 3,452 4,302 14,706
Depreciation and amortization.............. 7,562 7,580 7,604 7,740 30,486
-------- -------- -------- -------- --------
Total operating expenses................. 99,911 101,899 100,304 108,887 411,001
-------- -------- -------- -------- --------
Operating income........................... 11,480 20,831 16,640 25,627 74,578
-------- -------- -------- -------- --------
Interest income............................ 377 430 514 650 1,971
Interest expense........................... (3,316) (3,084) (2,682) (2,927) (12,009)
Net other expense.......................... (248) (445) (347) 2,370 1,330
-------- -------- -------- -------- --------
INCOME BEFORE PROVISION FOR INCOME TAXES AND
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE.................................. 8,293 17,732 14,125 25,720 65,870
PROVISION FOR INCOME TAXES................... 3,410 7,232 5,771 9,547 25,960
-------- -------- -------- -------- --------
</TABLE>

43
<PAGE> 45

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 -- CONTINUED

<TABLE>
<CAPTION>
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER TOTAL
----------- ----------- ----------- ----------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE....................... 4,883 10,500 8,354 16,173 39,910
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE, NET OF APPLICABLE INCOME
TAXES...................................... (719) (719)
---------- ---------- ---------- ---------- --------
NET INCOME................................... $ 4,164 $ 10,500 $ 8,354 $ 16,173 $ 39,191
========== ========== ========== ========== ========
EARNINGS PER SHARE OF STOCK
(Common and Class B Common)
Income before cumulative effect of change in
accounting principle....................... $ 0.30 $ 0.65 $ 0.51 $ 0.99 $ 2.45
Cumulative effect of change in accounting
principle.................................. (0.04) (0.04)
---------- ---------- ----------- ---------- --------
Total.................................... $ 0.26 $ 0.65 $ 0.51 $ 0.99 $ 2.41
========== ========== ========== ========== ========
WEIGHTED AVERAGE NUMBER OF SHARES (Common and
Class B Common Stock Outstanding).......... 16,221 16,238 16,249 16,261 16,241
========== ========== ========== ========== ========
</TABLE>

In the fourth quarter of 1995, a state tax examination was settled
favorably resulting in a reduction of income tax expense of approximately
$900,000 or $0.06 per share for the quarter.

In the fourth quarter of 1994, a federal tax examination for 1992 was
settled; that settlement, together with the settlements earlier in the year of
federal tax examinations for 1990 and 1991, resulted in reduced income tax
expense of approximately $500,000, or $0.03 per share, in the 1994 fourth
quarter. Due to the Company's reduced exposure to further tax adjustments for
open tax years, and the impact of 1993 tax law changes in the deductibility of
the amortization of intangibles, the 1994 estimated tax rate was lowered from
approximately 41 percent (estimated earlier in the year) to approximately 39
percent, resulting in a gain of approximately $1,000,000, or $0.06 a share.

Earnings per share are computed independently for each of the quarters
presented. Therefore, the sum of the quarterly earnings per share may not equal
the total for the year.

44
<PAGE> 46

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information set forth under the caption "Management" in the Company's
definitive Proxy Statement to be used in connection with the 1996 Annual Meeting
of Stockholders is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information set forth under the caption "Executive Compensation" in the
Company's definitive Proxy Statement to be used in connection with the 1996
Annual Meeting of Stockholders is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information set forth under the caption "Principal Stockholders" in the
Company's definitive Proxy Statement to be used in connection with the 1996
Annual Meeting of Stockholders is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth under the caption "Compensation Committee
Interlocks and Insider Participation" in the Company's definitive Proxy
Statement to be used in connection with the 1996 Annual Meeting of Stockholders
is incorporated herein by reference.

45
<PAGE> 47

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) DOCUMENT LIST

1. Financial Statements

The following financial statements are set forth in Part II, Item 8 of
this report.

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES:

(i) Independent Auditors' Report.

(ii) Statements of Consolidated Income for each of the Three Years in
the Period Ended December 31, 1995.

(iii) Statements of Consolidated Financial Position at December 31,
1995 and 1994.

(iv) Statements of Consolidated Stockholders' Equity for each of the
Three Years in the Period Ended December 31, 1995.

(v) Statements of Consolidated Cash Flows for each of the Three Years
in the Period Ended December 31, 1995.

(vi) Notes to Consolidated Financial Statements for the Three Years in
the Period Ended December 31, 1995.

2. Supplementary Data and Financial Statement Schedules

(i) Supplementary unaudited data with respect to quarterly results of
operations is set forth in Part II, Item 8 of this Report.

(ii) The following financial statement schedule and opinion thereon
are filed as a part of this Report:

<TABLE>
<CAPTION>
SEQUENTIAL PAGE
---------------
<S> <C>
Independent Auditors' Report.................................... 49
Schedule II -- Valuation and Qualifying Accounts and Reserves... 50
</TABLE>

All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and, therefore have
been omitted.

46
<PAGE> 48

3. Exhibits Required by Securities and Exchange Commission Regulation S-K

(a) The following exhibits are filed as part of this report:

<TABLE>
<CAPTION>
EXHIBIT NO. SEQUENTIAL PAGE
- ----------- ---------------
<S> <C> <C>
9.1 Voting Trust Agreement, dated June 19, 1995 between the holders of
voting trust certificates and Michael E. Pulitzer, Emily Rauh Pulitzer,
Ronald H. Ridgway, Nicholas G. Penniman IV, Ken J. Elkins, William F.
Woo and David Moore. .................................................. 53
9.2 Termination Agreement, dated June 19, 1995 between the holders of
voting trust certificates and Michael E. Pulitzer, Emily Rauh Pulitzer,
Ronald H. Ridgway, Nicholas G. Penniman IV, Ken J. Elkins, William F.
Woo and David Moore. .................................................. 86
10.8.1 Amendment, dated October 25, 1995, to Pulitzer Retirement Savings
Plan. ................................................................. 97
10.14 Pulitzer Publishing Company Senior Executive Deferred Compensation
Plan. ................................................................. 100
21 Subsidiaries of Registrant............................................. 104
23 Independent Auditors' Consent.......................................... 105
24 Power of Attorney...................................................... 106
27 Financial Data Schedule................................................ 107
</TABLE>

(b) The following exhibits are incorporated herein by reference:

<TABLE>
<S> <C> <C>
3.1 -- Restated Certificate of Incorporation of the Company.(iii)
3.2 -- By-Laws of the Company restated as of June 23, 1993.(ix)
4.1 -- Form of Certificate for Common Stock.(iii)
10.1 -- Agreement, dated January 1, 1961, between the Pulitzer Publishing Company, a
Missouri corporation, and the Globe-Democrat Publishing Company, as amended on
September 4, 1975, April 12, 1979 and December 22, 1983.(i)
10.2.1 -- Amended and Restated Joint Operating Agreement, dated December 30, 1988 between
Star Publishing Company and Citizen Publishing Company.(v)
10.2.2 -- Partnership Agreement, dated December 30, 1988 between Star Publishing Company and
Citizen Publishing Company.(v)
10.3 -- Agreement, dated as of May 12, 1986, among the Pulitzer Publishing Company,
Clement C. Moore, II, Gordon C. Weir, William E. Weir, James R. Weir, Kenward G.
Elmslie, Stephen E. Nash and Manufacturers Hanover Trust Company, as Trustees and
Christopher Mayer.(i)
10.4 -- Letter Agreement, dated September 29, 1986, among the Pulitzer Publishing Company,
Trust Under Agreement Made by David E. Moore, Frederick D. Pulitzer, Michael E.
Pulitzer, Jr., Robert S. Pulitzer, Joseph Pulitzer, IV, Joseph Pulitzer, Jr.,
Michael E. Pulitzer, Stephen E. Nash and Manufacturers Hanover Trust Company, as
Trustees, Kenward G. Elmslie, Gordon C. Weir, William E. Weir, James R. Weir,
Peter W. Quesada, T. Ricardo Quesada, Elinor P. Hempelmann, The Moore Foundation,
Inc., Mariemont Corporation, Z Press Inc. and Clement C. Moore, II.(ii)
10.5 -- Letter Agreement, dated May 12, 1986, among the Pulitzer Publishing Company, Peter
W. Quesada, T. Ricardo Quesada, Kate Davis Pulitzer Quesada and Elinor P.
Hempelmann.(i)
10.6 -- Agreement, dated as of September 29, 1986, among the Pulitzer Publishing Company,
Peter W. Quesada, T. Ricardo Quesada, Kate Davis Pulitzer Quesada and Elinor
Hempelmann.(ii)
10.7.1 -- Amendment, dated March 9, 1992, to the Pulitzer Publishing Annual Incentive
Plan.(vi)
10.7.2 -- Annual Incentive Compensation Plan.(iii)
10.8.2 -- Amendment, dated January 24, 1995, to Pulitzer Retirement Savings Plan.(xi)
10.8.3 -- Amended and restated Pulitzer Retirement Savings Plan.(xi)
10.9 -- Amended and restated Joseph Pulitzer Pension Plan.(xi)
10.10 -- Amended and restated Pulitzer Publishing Company Pension Plan.(xi)
</TABLE>

47
<PAGE> 49

<TABLE>
<S> <C> <C>
10.11 -- Restated Supplemental Executive Benefit Pension Plan.(vii)
10.12 -- Employment Agreement, dated October 1, 1986, between the Pulitzer Publishing
Company and Joseph Pulitzer, Jr.(i)
10.13 -- Employment Agreement, dated January 2, 1986, between the Pulitzer Publishing
Company and Michael E. Pulitzer.(i)
10.15 -- Consulting Agreement, dated May 1, 1993, between Pulitzer Publishing Company and
Glenn A. Christopher.(ix)
10.16 -- Supplemental Executive Retirement Pay Agreement dated June 5, 1984, between the
Pulitzer Publishing Company and Glenn A. Christopher.(i)
10.17 -- Letter Agreement, dated October 26, 1984, between the Pulitzer Publishing Company
and Glenn A. Christopher.(i)
10.18 -- Letter Agreement, dated October 21, 1986, between the Pulitzer Publishing Company
and David E. Moore.(i)
10.19 -- Pulitzer Publishing Company 1994 Key Employees' Restricted Stock Purchase Plan.(x)
10.20.1 -- Amendment, dated April 20, 1995, to Pulitzer Publishing Company 1994 Stock Option
Plan.(xii)
10.20.2 -- Pulitzer Publishing Company 1994 Stock Option Plan.(x)
10.21 -- Registration Rights Agreement.(i)
10.22 -- Note Agreement, dated April 22, 1987, between the Pulitzer Publishing Company and
The Prudential Insurance Company of America.(iv)
10.23 -- Employment Agreement, dated May 10, 1955, between the Pulitzer Publishing Company
and Joseph Pulitzer, Jr.(ii)
10.24 -- Note Agreement, dated June 30, 1993, between Pulitzer Publishing Company and The
Prudential Insurance Company of America.(viii)
</TABLE>

- -------------------------
(i) Incorporated by reference to Registration Statement on Form S-1 (No.
33-9953) filed with the Securities and Exchange Commission on November 4,
1986.

(ii) Incorporated by reference to Amendment No. 1 to Registration Statement on
Form S-1 (No. 33-9953) filed with the Securities and Exchange Commission
on December 9, 1986.

(iii) Incorporated by reference to Amendment No. 2 to Registration Statement on
Form S-1 (No. 33-9953) filed with the Securities and Exchange Commission
on December 11, 1986.

(iv) Incorporated by reference to Current Report on Form 8-K dated May 4, 1987.

(v) Incorporated by reference to Annual Report on Form 10-K for the fiscal year
ended December 31, 1988.

(vi) Incorporated by reference to Annual Report on Form 10-K for the fiscal year
ended December 31, 1991.

(vii) Incorporated by reference to Annual Report on Form 10-K for the fiscal
year ended December 31, 1992.

(viii) Incorporated by reference to Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1993.

(ix) Incorporated by reference to Annual Report on Form 10-K for the fiscal year
ended December 31, 1993.

(x) Incorporated by reference to the Company's definitive Proxy Statement used
in connection with the 1994 Annual Meeting of Stockholders.

(xi) Incorporated by reference to Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.

(xii) Incorporated by reference to the Company's definitive Proxy Statement used
in connection with the 1995 Annual Meeting of Stockholders.

The Company did not file any reports on Form 8-K during the fourth
quarter of fiscal year 1995.

48
<PAGE> 50

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
of Pulitzer Publishing Company:

We have audited the consolidated financial statements of Pulitzer Publishing
Company and its subsidiaries as of December 31, 1995 and 1994, and for each of
the three years in the period ended December 31, 1995, and have issued our
report thereon dated February 9, 1996; such report is included elsewhere in this
Form 10-K. Our audits also included the consolidated financial statement
schedule of Pulitzer Publishing Company and its subsidiaries, listed in the
accompanying index at Item 14. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such consolidated financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.

DELOITTE & TOUCHE LLP

Saint Louis, Missouri
February 9, 1996

49
<PAGE> 51

SCHEDULE II

PULITZER PUBLISHING COMPANY AND SUBSIDIARIES

SCHEDULE II -- VALUATION & QUALIFYING ACCOUNTS & RESERVES
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 & 1993

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO CHARGED TO BALANCE
BEGINNING COSTS & OTHER AT END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- --------------------------------------- ----------- ---------- ---------- ---------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1995
Valuation Accounts:
Allowance for Doubtful Accounts...... $ 2,135 $1,538 $247(a) $1,911(b) $ 2,009
Reserves:
Accrued Medical Plan................. 789 4,907 0 5,135(c) 561
Workers Compensation................. 2,327 1,192 0 1,514 2,005
YEAR ENDED DECEMBER 31, 1994
Valuation Accounts:
Allowance for Doubtful Accounts...... $ 2,575 $2,010 $159(a) $2,609(b) $ 2,135
Reserves:
Accrued Medical Plan................. 526 6,070 0 5,807(c) 789
Workers Compensation................. 1,765 2,023 0 1,461 2,327
YEAR ENDED DECEMBER 31, 1993
Valuation Accounts:
Allowance for Doubtful Accounts...... $ 2,357 $1,935 $625(a) $2,342(b) $ 2,575
Reserves:
Accrued Medical Plan................. 2,000 3,850 0 5,324(c) 526
Workers Compensation................. 1,100 1,922 0 1,257 1,765
</TABLE>

- -------------------------
(a) -- Accounts reinstated, cash recoveries, etc.

(b) -- Accounts written off, except 1994 which also includes $761 related to
sale of PCN.

<TABLE>
<CAPTION>
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Claims paid................ $4,660 $5,383 $5,101
Service fees............... 548 460 522
Cash refunds............... (73) (36) (299)
------ ------ ------
$5,135 $5,807 $5,324
====== ====== ======
</TABLE>

50
<PAGE> 52

SIGNATURES

Pursuant to the requirements of Section 13 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, on the 26th day of March, 1996.

PULITZER PUBLISHING COMPANY

By: /s/ Michael E. Pulitzer
--------------------------------------
Michael E. Pulitzer,
Chairman, President and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Registrant in
the capacities indicated on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- --------------------------------- ---------------
<C> <C> <S>
/s/ Michael E. Pulitzer Director, Chairman, President and March 26, 1996
- ------------------------------------- Chief Executive Officer
(Michael E. Pulitzer) (Principal Executive Officer)
/s/ Ronald H. Ridgway Director; Senior Vice March 26, 1996
- ------------------------------------- President -- Finance
(Ronald H. Ridgway) (Principal Financial and
Accounting Officer)
Ken J. Elkins* Director; Senior Vice March 26, 1996
- ------------------------------------- President --
(Ken J. Elkins) Broadcasting Operations
David E. Moore* Director March 26, 1996
- -------------------------------------
(David E. Moore)
Nicholas G. Penniman IV* Director; Senior Vice March 26, 1996
- ------------------------------------- President -- Newspaper Operations
(Nicholas G. Penniman IV)
Peter J. Repetti * Director March 26, 1996
- -------------------------------------
(Peter J. Repetti)
Emily Rauh Pulitzer* Director March 26, 1996
- -------------------------------------
(Emily Rauh Pulitzer)
Alice B. Hayes* Director March 26, 1996
- -------------------------------------
(Alice B. Hayes)
James M. Snowden, Jr.* Director March 26, 1996
- -------------------------------------
(James M. Snowden, Jr.)
</TABLE>

By: /s/ Ronald H. Ridgway
--------------------------------------
Ronald H. Ridgway*
attorney-in-fact

51
<PAGE> 53

PULITZER PUBLISHING COMPANY

REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1995

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. SEQUENTIAL PAGE
- ----------- ---------------
<S> <C> <C>
9.1 Voting Trust Agreement, dated June 19, 1995 between the holders of
voting trust certificates and Michael E. Pulitzer, Emily Rauh
Pulitzer, Ronald H. Ridgway, Nicholas G. Penniman IV, Ken J. Elkins,
William F. Woo and David Moore........................................ 53
9.2 Termination Agreement, dated June 19, 1995 between the holders of
voting trust certificates and Michael E. Pulitzer, Emily Rauh
Pulitzer, Ronald H. Ridgway, Nicholas G. Penniman IV, Ken J. Elkins,
William F. Woo and David Moore........................................ 86
10.8.1 Amendment, dated October 25, 1995, to Pulitzer Retirement Savings
Plan.................................................................. 97
10.14 Pulitzer Publishing Company Senior Executive Deferred Compensation
Plan.................................................................. 100
21 Subsidiaries of Registrant............................................ 104
23 Independent Auditors' Consent......................................... 105
24 Power of Attorney..................................................... 106
27 Financial Data Schedule............................................... 107
</TABLE>

<PAGE> 1
EXHIBIT 9.1

<PAGE> 2

VOTING TRUST AGREEMENT

AGREEMENT dated as of the 19th day of June, 1995, between such holders of
the Class B Common Stock, par value $.01 per share ("Class B Common Stock"), of
PULITZER PUBLISHING COMPANY, a Delaware corporation (hereinafter called the
"Company"), as may become parties to this agreement in the manner hereinafter
provided, (all hereinafter referred to as the "Depositing Stockholders"), and
KEN J. ELKINS (Senior Vice President-Broadcasting Operations of the Company),
DAVID E. MOORE, NICHOLAS G. PENNIMAN IV (Senior Vice President-Newspaper
Operations of the Company), EMILY RAUH PULITZER, MICHAEL E. PULITZER (Chairman
of the Board of the Company, President and Chief Executive Officer of the
Company), RONALD H. RIDGWAY (Senior Vice President-Finance of the Company) and
WILLIAM F. WOO (Editor - St. Louis Post-Dispatch), or their successors
(hereinafter referred to as the "Trustees");

W I T N E S S E T H :

WHEREAS, the Depositing Stockholders deem it for the best interests of the
Company and its stockholders that the Depositing Stockholders act together to
secure continuity of policy and stability of management in the affairs of the
Company and to these ends they propose to place their shares of Class B Common
Stock in the hands of the persons who are now and will be responsible for the
success of the Company to be voted and held by them as trustees for the
Depositing Stockholders. The Trustees, in connection with the exercise of
their judgment in determining what is in the best interest of the Company and
its stockholders, shall give due consideration to the effect of their actions
on the editorial and publishing integrity and the character and quality of the
Company's newspaper and broadcasting operations, and all other relevant
factors, including, without limitation, the social, legal and economic effects
on the employees, customers, suppliers and other affected persons, firms and
corporations and on the communities and geographical areas in which the Company
and its subsidiaries operate or are located and on any of the businesses and
properties of the Company or any of its subsidiaries, as well as such other
factors as the Trustees deem relevant. In addition, the platform of the St.
Louis Post-Dispatch printed daily on the editorial page as the principles of
its founder, Joseph Pulitzer, should be considered by the Trustees in assessing
the public service aspects of journalism. The two preceding sentences are
referred to herein as the "Statement of Policy," which shall guide the Trustees
in the exercise of their judgment as provided in Paragraph 16 below. The
shares of Class B Common Stock deposited hereunder shall be subject to the
terms and conditions of this agreement, and the Trustees are directed to
exercise the powers delegated hereunder guided by the Statement of Policy;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and other good and valuable considerations, receipt of which
is hereby acknowledged, it is agreed between the parties as follows:

DEPOSIT OF STOCK
1. Each stockholder of the Company who becomes a party hereto by signing
these presents agrees to deposit, or cause to be deposited, with the Trustees,
to be held by them pursuant to the provisions of this agreement, the
certificate or certificates representing the shares of Class B Common Stock of
the Company now or at any time hereafter owned by him or for his benefit, duly
endorsed in blank or to the Trustees, or accompanied by proper instruments of
assignment and transfer duly executed in blank or to the Trustees, and
accompanied by any revenue stamps required for the transfer, which deposit
shall continue for a period from the date of this agreement first above written
until the 16th day of January, 2001 unless sooner terminated as hereinafter
provided, and to accept in lieu thereof a Voting Trust Certificate or
Certificates issued hereunder in the form hereinafter provided.

<PAGE> 3

Each Depositing Stockholder whose shares of Class B Common Stock of the
Company have been deposited under a Voting Trust Agreement dated as of January
17, 1991 (the "1991 Voting Trust Agreement") hereby individually authorizes,
instructs and directs (i) the voting trustees under the 1991 Voting Trust
Agreement (the "1991 Trustees") and Mercantile Bank of St. Louis N.A., as
depositary under the 1991 Voting Trust Agreement, to deliver, on his, her or
its behalf, the stock certificates representing those shares to the Trustees,
and (ii) the Trustees to re-register those stock certificates in the name of
the Trustees, to be held by the Trustees under this agreement. Notwithstanding
the foregoing, (i) in the case of each such Depositing Stockholder who is a
party to a line of credit agreement with Mercantile Bank of St. Louis N.A.
which is secured by a pledge of one or more voting trust certificates issued
under the 1991 Voting Trust Agreement (the "1991 Voting Trust Certificates"),
delivery to the Trustees, as authorized and directed under the foregoing, shall
be effected by delivery to Mercantile Bank of St. Louis N.A., which is the
Depositary hereunder and (ii) all issued and outstanding 1991 Voting Trust
Certificates issued to Depositing Stockholders shall constitute temporary
Voting Trust Certificates for those shares of Class B Common Stock which the
Depositing Stockholders had deposited under the 1991 Voting Trust Agreement and
have now deposited hereunder until replaced by Voting Trust Certificates to be
issued hereunder in substantially the form set forth in Exhibit E; provided,
however, that all references to the 1991 Voting Trust Agreement in the 1991
Voting Trust Certificates shall be deemed to refer to this agreement and that
the last paragraph of the 1991 Voting Trust Certificates shall be deemed to
read like the last paragraph of the Voting Trust Certificates to be issued
hereunder.
Any other owner of Class B Common Stock in the Company may at any time
become a party hereto by depositing the certificate or certificates
representing his shares of Class B Common Stock in the Company with the
Trustees in like manner to be held by said Trustees under the terms hereof and
by accepting in lieu thereof a Voting Trust Certificate or Certificates issued
hereunder in the form hereinafter provided, and in consideration of the
original deposit of Class B Common Stock by the present Depositing Stockholders
the Trustees bind themselves and their successors to accept for deposit and to
receive in trust hereunder any additional certificate or certificates of Class
B Common Stock owned by any stockholder whomsoever and to hold any certificate
so deposited in trust under the terms and conditions of this agreement. Such
deposit of any additional certificate or certificates of Class B Common Stock
of the Company and such acceptance of any Voting Trust Certificate or
Certificates by the owner thereof shall have the same force and effect as
though such owner of Class B Common Stock had in fact subscribed his name to
this agreement.

WITHDRAWAL OF STOCK
2. The Trustees shall not convert into Common Stock of the Company any of
the shares of Class B Common Stock deposited hereunder, except in conjunction
with a withdrawal of shares permitted by this Paragraph 2.
A Depositing Stockholder shall be permitted to withdraw, from time to
time, part or all of the Common Stock of the Company into which Class B Common
Stock represented by his or her Voting Trust Certificate or Certificates is
convertible (but not any Class B Common Stock of the Company) free of the terms
of this agreement, including the Voting Trust Certificate or Certificates
issued hereunder, subject to satisfaction of the following conditions and
compliance with the following procedures:
(a) Any Common Stock so withdrawn shall be withdrawn solely to the extent
that:
I. Such Common Stock is being sold (i) in a public offering
pursuant to a registration statement filed by the Company and
effective under the Securities Act of 1933, as amended (the
"Securities Act"), including the initial public offering of Common
Stock and any subsequent public offering so registered under the
Securities Act, (ii) pursuant to any other transaction that
complies with the provisions of Rule 144 promulgated under the
Securities Act and is exempt from registration under the
Securities Act, (iii) to an employee benefit plan established and
maintained by the Company or any wholly owned subsidiary of the
Company or any trustee or fiduciary with respect to any such plan
("Employee Benefit Plan") or (iv) to the Company; or

<PAGE> 4

II. Such Common Stock is being transferred (i) to a
charitable organization contributions to which are allowed as
deductions for federal income, estate or gift tax purposes
("Charitable Organization") or (ii) to any charitable trust or
split-interest trust ("Charitable Trust") as described in Section
4947 of the Internal Revenue Code of 1986, as amended, and as it
may from time to time be further amended (the "Code").
(b) Such Depositing Stockholder shall be deemed to have instructed,
directed and authorized the Trustees to convert a sufficient number of the
Company's Class B Common Stock represented by the Voting Trust Certificate or
Certificates of such Depositing Stockholder into Common Stock of the Company to
the extent necessary to effect such withdrawal, it being understood that under
the Company's Restated Certificate of Incorporation dated December 4, 1986 and
filed on December 8, 1986 in the office of the Secretary of State of the State
of Delaware ("Certificate of Incorporation") the Common Stock so withdrawn may
not thereafter be reconverted into Class B Common Stock of the Company.
(c)I. Any Depositing Stockholder who shall request the
withdrawal of shares of Common Stock for purposes of making a sale
pursuant to Paragraph 2(a)I hereof shall, not less than five (5)
New York Stock Exchange business days prior to the date on which
the closing for the sale of the shares of Common Stock so to be
withdrawn and sold is scheduled, deliver to the Trustees (c/o the
Company at the address of the Company's principal executive
offices), with duplicate copies to the Company, to the Depositary
under this agreement and any transfer agent for the Common Stock
appointed by the Company (the "Transfer Agent"), a Withdrawal
Request substantially in the form prescribed on Exhibit A attached
hereto, and, simultaneously with the delivery of such Withdrawal
Request or as soon thereafter as practicable (but not less than 48
hours prior to the date of such closing), such Depositing
Stockholder (together with the underwriters for such sale, or
their representatives, if any) shall furnish to the Trustees (c/o
the Company at the address of the Company's principal executive
offices), with duplicate copies to the Company, the Depositary and
the Transfer Agent, an Instruction Request, substantially in the
form of Exhibit B attached hereto, setting forth the denominations
in which certificates for the shares of Common Stock so sold are
to be delivered at such closing and the names in which such
certificates are to be registered.
II. Any Depositing Stockholder who shall request the
withdrawal of shares of Common Stock for the purpose of making a
transfer to a Charitable Organization or a Charitable Trust
pursuant to Paragraph 2(a)II hereof shall, not less than five (5)
New York Stock Exchange business days prior to the date on which
the transfer of the shares of Common Stock is to be made, deliver
to the Trustees (c/o the Company at the address of the Company's
principal executive offices), with duplicate copies to the
Company, to the Depositary under this agreement and to the
Transfer Agent, a Withdrawal Request, substantially in the form
prescribed on Exhibit A-I attached hereto, setting forth the name
of the transferee Charitable Organization or Charitable Trust,
and, simultaneously with the delivery of such Withdrawal Request
or as soon thereafter as practicable (but not less than 48 hours
prior to the date of such transfer), such Depositing Stockholder
(together with the transferee) shall furnish to the Trustees (c/o
the Company at the address of the Company's principal executive
offices), with duplicate copies to the Company, the Depositary and
the Transfer Agent, an Instruction Request, substantially in the
form of Exhibit B-I attached hereto, setting forth the
denominations in which certificates for the shares of Common Stock
to be so transferred are to be delivered and the name(s) in which
such certificates are to be registered, and, in the case of a
transfer to a Charitable Organization, appropriate documentation,
addressed to the Trustees, confirming to the satisfaction of the
Trustees that contributions thereto are allowed as deductions for
federal income, estate or gift tax purposes, or, in the case of a
transfer to a Charitable Trust, an opinion from counsel for the
Charitable Trust, addressed to the Trustees, confirming that the
Charitable Trust is a charitable trust or split-interest trust as
described in Section 4947 of the Code.

<PAGE> 5

(d) The Trustees and the Depositing Stockholders agree that in the event
of a pledge permitted by Paragraph 5 of this agreement by a Depositing
Stockholder of a Voting Trust Certificate to secure indebtedness due the
pledgee, each of Ronald H. Ridgway and James V. Maloney, individually, is
hereby authorized for and on behalf of the Trustees, and is hereby made,
constituted and appointed as their true and lawful agent and attorney-in-fact,
acting separately, for and in the name, place and stead of the Trustees (1) to
examine any pledge agreement or power of attorney executed in connection
therewith and (2) if such documents are substantially in the form of the
General Pledge Agreement ("Pledge Agreement") and Irrevocable Power of Attorney
("Power of Attorney") attached hereto as Exhibit C or in such other form as the
Trustees may approve, to execute on behalf of the Trustees an Acknowledgement
substantially in the form attached hereto as Exhibit D (the "Acknowledgement").
The Trustees shall have the power to designate a replacement or replacements
for either or both of the foregoing attorneys-in-fact in their sole discretion.
Each of the Secretary for the Voting Trust and the Voting Trustees, or any of
them, is hereby authorized to certify to any such pledgee the individual or
individuals who then act as attorneys-in-fact under this Paragraph 2(d) and any
such pledgee shall be entitled to rely on such certification without further
inquiry. The Trustees and the Depositing Stockholders further agree that any
written notice duly delivered by any such pledgee to any individual or
individuals who then act as attorneys-in-fact under this Paragraph 2(d) shall
be deemed to constitute notice to the Trustees for purposes of this agreement.
(e) Each Depositing Stockholder represents, warrants and agrees that, in
the event of the execution of an Acknowledgement with respect to him pursuant
to Paragraph 2(d) above, (i) the obligations of the Trustees, and the rights of
the Depositing Stockholder, under this agreement, including, without
limitation, Paragraphs 3, 7, 8, 9 and 10 hereof, are expressly subject to the
terms of such Acknowledgement and (ii) he shall hold the Trustees and the
person or persons executing the Acknowledgement harmless in connection with any
actions pursuant thereto.

(f) Each Depositing Stockholder agrees that, in the event of a pledge permitted
by Paragraph 5 of this agreement by him or by any other Depositing Stockholder
of a Voting Trust Certificate to secure indebtedness due the pledgee and until
such time as any loan agreement relating to the pledge is terminated and any
related promissory note of the pledgor is repaid, he shall not, whether by
affirmative vote, consent, acquiescence, waiver or otherwise, and without one
hundred twenty (120) days' prior written notice to the lender, or the prior
written consent of the lender, amend this agreement to affect adversely the
right of the pledgor to pledge his Voting Trust Certificate or to convert, or
have converted pursuant to the pledgor's Power of Attorney, the shares of Class
B Common Stock represented by his Voting Trust Certificate into Common Stock of
the Company and withdraw such Common Stock. Each Depositing Stockholder
further acknowledges and agrees that any such lender may rely upon the above
representation, warranty and agreement in making any loan or extending any
credit to a Depositing Stockholder that is secured by a pledge permitted by
Paragraph 5 of this agreement by the Depositing Stockholder of a Voting Trust
Certificate to secure indebtedness due the pledgee.

VOTING TRUST CERTIFICATES
3. All certificates for shares of Class B Common Stock in the Company at
any time delivered to the Trustees hereunder or thereafter acquired as a result
of a distribution of shares of Class B Common Stock as a stock dividend or
otherwise shall be held and disposed of by the Trustees under and pursuant to
the terms and conditions of this agreement. The Trustees, in exchange for the
certificate or certificates so deposited hereunder, will cause to be issued and
delivered to the Depositing Stockholder a Voting Trust Certificate or
Certificates for the appropriate number of shares of Class B Common Stock in
substantially the form set forth in Exhibit E attached hereto.
4. Subject to the provisions of Paragraph 1 of this agreement, the
Trustees may issue temporary typewritten or printed Voting Trust Certificates
conforming generally to the form set forth on Exhibit E and may cause the same
to be exchanged for definitive Voting Trust Certificates in substantially said
form when the same are prepared. The Voting Trust Certificates may be executed
by any one or more of the Trustees on behalf of all said Trustees. The
Trustees, under such rules as they in their discretion may

<PAGE> 6

prescribe with respect to indemnity or otherwise, may provide for the issuance
and delivery of new Voting Trust Certificates in lieu of lost, stolen or
destroyed Voting Trust Certificates or in exchange for mutilated Voting Trust
Certificates.
5. The Voting Trust Certificates shall not be transferred, whether by
sale, assignment, gift, bequest, appointment or otherwise except to a Permitted
Transferee (as that term is defined in the Company's Certificate of
Incorporation) of the Company's Class B Common Stock, and the Voting Trustees
shall not register any transfer except in compliance therewith.
Subject to the foregoing, the Voting Trust Certificates shall be
transferable on the books of the Trustees by the holders of record thereof in
person or by duly authorized attorney, subject to such regulations as may be
established by the Trustees for that purpose, upon surrender thereof at the
office of the Trustees, properly endorsed for transfer, and the Trustees may
treat the holders of record thereof, or when duly endorsed in blank the bearers
thereof, as the owners of Voting Trust Certificates for all purposes
whatsoever.
As a condition of making or permitting any transfer or delivery of stock
certificates or Voting Trust Certificates, the trustees may require the payment
of a sum sufficient to pay or reimburse them for any stamp tax or other
governmental charge in connection therewith or any other charge applicable to
such transfer or delivery.
Every transferee of a Voting Trust Certificate or Certificates shall, by
the acceptance thereof, become a party hereto with like force and effect as
though an original party hereto and shall be embraced within the meaning of the
term "Depositing Stockholders" wherever used herein.
Notwithstanding anything to the contrary set forth herein, any Depositing
Stockholder may pledge his Voting Trust Certificate and, in connection
therewith, the shares of Class B Common Stock represented thereby to a pledgee
pursuant to a bona fide pledge thereof as collateral security for indebtedness
due to the pledgee, provided that the Voting Trust Certificate and such
underlying shares shall not be transferred to or registered in the name of the
pledgee and shall remain subject to the provisions of this Paragraph 5 and of
Article III(2)(E) of the Company's Certificate of Incorporation. In the event
of foreclosure or other similar action with respect to such collateral by the
pledgee, (i) the pledged Voting Trust Certificate may be transferred only to a
Permitted Transferee of the pledgor or (ii) if the pledgee (acting pursuant to
the pledgor's Power of Attorney) is unable, in good faith, to consummate the
sale of such Voting Trust Certificate to a Permitted Transferee within
forty-five (45) days (or within such shorter period as may be approved by the
Voting Trustees) of any event giving rise to the pledgee's ability to foreclose
or take other similar action, the Class B Common Stock represented by such
pledged Voting Trust Certificate may be converted into the Common Stock of the
Company, and such Common Stock may be withdrawn, free of the terms of this
agreement, only pursuant to, and in compliance with, Paragraph 2 of this
agreement.

THE DEPOSITARY
6. The Trustees agree to deposit with Mercantile Bank of St. Louis N.A.,
of St. Louis, Missouri, as Depositary hereunder, the Class B Common Stock of
the Company transferred in their name; provided, however, that Mercantile Bank
of St. Louis N.A. shall first agree in writing that it will, if requested to do
so by any Trustee or any Depositing Stockholder, enter its appearance in any
suit which may hereafter be brought in the State of Delaware, in which suit the
construction, interpretation or validity of this Voting Trust Agreement or any
portion thereof shall be an issue. The Trustees may, in their absolute
discretion, name a new or other Depositary to hold said shares and deliver such
shares to any such new or other Depositary. No Depositary hereunder shall
incur any liability to any of the parties hereto or to any assignee of the
Voting Trust Certificates except for failure to exercise ordinary care in the
performance of the duties of Depositary.
Any Depositary acting hereunder shall be entitled to compensation in such
amount as may be fixed from time to time by the Trustees, and shall be
reimbursed for all expenses, including counsel fees and liabilities incurred in
connection with its duties hereunder.

DIVIDENDS
7. The holder of each Voting Trust Certificate shall be entitled during
the life of this Voting Trust, except as hereinafter provided, to receive from
time to time payments equal to the dividends payable in

<PAGE> 7

money, if any, received by the Trustees on a number of shares of Class B Common
Stock of the Company equal to that called for by such Voting Trust Certificate,
less such charges and expenses as are herein authorized to be deducted
therefrom and less any income or other taxes required by law to be deducted
therefrom.
The Trustees, instead of themselves receiving and disbursing dividends,
may instruct the Company to pay the amount of any dividends upon the shares of
Class B Common Stock held by such Trustees hereunder to which such Trustees
from time to time become entitled directly to the holders of the outstanding
Voting Trust Certificates after deducting any charges and expenses authorized
herein and any income or other taxes required by law to be deducted therefrom.
Payments in respect of each such dividend shall be made according to their
respective interests to the holders of outstanding Voting Trust Certificates
registered as such at the close of business on the date fixed by the Trustees
as a record date for the determination of the Voting Trust Certificate holders
entitled to receive payments in respect of such dividends, or, if the Trustees
have not fixed such date, to the holders of outstanding Voting Trust
Certificates registered as such at the close of business on the date fixed by
the Company for the taking of a record to determine those holders of its Class
B Common Stock entitled to receive such dividend; provided, however, that the
Trustees may at any time or from time to time thereafter instruct the Company
to make payment in respect of such dividends to such Trustees.
At the termination of this Voting Trust, the Trustees shall continue to
hold the Class B Common Stock of the Company represented by any Voting Trust
Certificate or Certificates issued and outstanding under this agreement and any
dividend received on such Class B Common Stock until the surrender of such
Voting Trust Certificate or Certificates by the holder or holders thereof.
8. In case the Trustees shall receive any fully-paid shares of Class B
Common Stock of the Company, as a dividend upon the shares of Class B Common
Stock held by them hereunder, the Trustees shall hold such shares subject to
this agreement and shall issue Voting Trust Certificates, in proportion to
their respective interests, to the holders of outstanding Voting Trust
Certificates of record at the close of business on the date fixed by the
Company as a record date for the determination of the stockholders entitled to
receive distribution in respect of such dividend.
9. If any dividend in respect of the deposited Class B Common Stock shall
be paid otherwise than in money or in fully-paid Class B Common Stock, the
Trustees shall distribute the same in kind ratably among the holders of the
outstanding Voting Trust Certificates entitled to receive distribution in
respect of such dividend upon payment by each holder of a sum sufficient to
reimburse the Voting Trustees for any stamp tax, other governmental charge or
other expense to which the Voting Trustees shall have been put, or for which
they shall have or will become liable in such connection.
10. In case any stock of the Company shall be offered for subscription to
the holders of the Class B Common Stock, the Trustees, promptly upon receipt of
notice of such offer, shall mail a copy of such notice to each holder of record
of Voting Trust Certificates with a notice of the number of shares subscribable
with respect to the shares of Class B Common Stock represented by his Voting
Trust Certificates. Upon receipt by the Trustees, within such time as shall be
fixed by the Trustees prior to the last date fixed by the Company for
subscription and payment, of a request from any holder of record of a Voting
Trust Certificate to subscribe in his behalf and of the amount of money
required to pay for a stated number of shares of such stock (not in excess of
the number of shares subscribable in respect of the shares represented by such
Voting Trust Certificate), the Trustees shall make such subscription and
payment. Upon receiving from the Company the certificate for the shares so
subscribed for, the Trustees, if such stock be Class B Common Stock, shall hold
the same under this agreement and shall issue to such holder Voting Trust
Certificates in respect thereof; or if such stock be stock of another class the
Trustees shall deliver the certificate or certificates therefor to such holder.
In case the stock offered for subscription by the Company be stock other than
Class B Common Stock, the Trustees, in their discretion, may assign such
subscription rights, pro rata, to the holders of Voting Trust Certificates in
proportion to their respective interests.
The right of any holder of record of a Voting Trust Certificate to
subscribe to additional shares of Class B Common Stock as provided in this
Paragraph 10 may be assigned and transferred to any Permitted Transferee and to
no other person or entity, and the Trustees shall not be required to exercise
such subscription right on behalf of any person who is not a Voting Trust
Certificate holder or a Permitted

<PAGE> 8

Transferee. Any shares of Class B Common Stock acquired pursuant to a
subscription right assigned to a Voting Trust Certificate holder or a Permitted
Transferee shall be held by the Trustees subject to all the terms and
conditions of this agreement.

VOTING RIGHTS
11. Until the actual delivery to the holder of Voting Trust Certificates
by or on behalf of the Trustees of the stock certificate deposited hereunder in
exchange for said Voting Trust Certificates, pursuant to the provisions hereof,
the Trustees shall possess and shall be entitled to exercise all the rights and
powers of owners of the shares of Class B Common Stock of the Company deposited
hereunder, to vote for every purpose and to consent to any and all corporate
acts of the Company guided by the Statement of Policy, it being expressly
stipulated that no right to vote or to consent or to be consulted in respect to
all such Class B Common Stock is created in or passes to the holder of any
Voting Trust Certificate by or under any such Voting Trust Certificate, or by
or under this agreement, or by or under any other agreement, express or
implied; provided, however, that upon any proposal for (i) the dissolution of
the Company, (ii) the sale, lease, exchange or other disposition, other than by
mortgage, deed of trust or pledge, of all, or substantially all, the property
and assets of the Company, (iii) the merger, consolidation, or recapitalization
of the Company, or (iv) any other proposal which, under Articles III (2) G, V
(5), VIII, IX (2) and (4), XII, XIII, XIV (3) and (4) or XVI of the Certificate
of Incorporation of the Company, requires the affirmative vote of the holders
of record of at least a majority of the aggregate voting power of the Class B
Common Stock separately or together with the Common Stock, the Trustees shall
promptly notify all holders of Voting Trust Certificates hereunder, and the
Trustees shall not vote any share or shares of such Class B Common Stock upon
any such proposal except in accordance with the written direction of the holder
or holders of the Voting Trust Certificates issued in respect of such share or
shares of Class B Common Stock.

THE TRUSTEES
12. Except as provided in Paragraph 11, the Trustees shall vote the
shares of Class B Common Stock held by them or take any other action with
respect to such shares of Class B Common Stock as a unit in accordance with the
determination of a majority of the then acting Trustees; provided that such
majority include two out of three of EMILY RAUH PULITZER, MICHAEL E. PULITZER
and DAVID E. MOORE or their successors as Trustees, as designated as provided
in the first paragraph of Paragraph 13; and further provided, however, that in
the event of a tie vote among the then acting Trustees or in the event that a
majority of the Trustees does not include two out of three of EMILY RAUH
PULITZER, MICHAEL E. PULITZER and DAVID E. MOORE or their successors as
Trustees, as designated as provided in the first paragraph of Paragraph 13, as
to any matter, the Trustees shall promptly notify all holders of Voting Trust
Certificates hereunder, and the Trustees shall not vote any share or shares of
Class B Common Stock of the Company deposited hereunder with respect to that
matter except in accordance with the written direction of the holder or holders
of the Voting Trust Certificates issued in respect of such share or shares of
Class B Common Stock.
The Trustees may meet at such time as they may determine, with such notice
as their rules may provide, and may act without a meeting by a writing
embodying their action. The Trustees may adopt their own rules of procedure.
At any meeting of the Trustees any Trustee may vote in person or by proxy given
to any other Trustee, and any Trustee may give powers of attorney to any other
Trustee to sign for him any instrument expressing the actions of the Trustees.
The Trustees may vote by proxy at any meeting of the Company, if they so elect,
provided that such proxy be signed by at least a majority of the then acting
Trustees.
13. Subject to the provisions of subparagraph (a) hereof, EMILY RAUH
PULITZER, MICHAEL E. PULITZER and DAVID E. MOORE shall serve as Trustees
whether or not they serve or continue to serve as Company officers and each
shall be permitted to appoint a successor as Trustee to act in the event of his
or her resignation or inability for any reason to act as Trustee hereunder.
Any successor Trustee appointed as provided hereunder shall have the same
rights and powers as if originally named herein, and any such successor or
successors shall similarly be authorized to appoint a successor as Trustee in
the event of the resignation or inability of such successor or successors to
act as Trustee

<PAGE> 9

hereunder. Any appointment of a successor Trustee hereunder shall be made by
written instrument signed and acknowledged by the Trustee making such
appointment and filed with the Trustees acting hereunder and may be revoked by
such Trustee at any time before the appointment becomes operative.
RONALD H. RIDGWAY, Senior Vice President-Finance, NICHOLAS G. PENNIMAN IV,
Senior Vice President-Newspaper Operations, KEN J. ELKINS, Senior Vice
President-Broadcasting Operations, and WILLIAM F. WOO, Editor - St. Louis
Post-Dispatch, shall serve as such Trustees so long and only so long as they
occupy the above-described positions with the Company (or, in the case of
William F. Woo, the St. Louis Post-Dispatch) now held by them, respectively.
Should any of them resign, retire, become deceased or otherwise cease to act in
the position with the Company (or, in the case of William F. Woo, the St. Louis
Post-Dispatch), now held by him as above described, the person appointed to the
position in the Company (or the St. Louis Post-Dispatch) held by such Trustee
shall become Trustee in his place and stead by signifying his acceptance of
such trusteeship, it being the intention of this agreement that the persons
holding the Company positions of Chairman of the Board, Vice Chairman of the
Board (which position is vacant as of the date hereof), President, Senior Vice
President-Finance, Senior Vice President-Newspaper Operations, Senior Vice
President-Broadcasting Operations and the position of Editor - St. Louis
Post-Dispatch shall always be Trustees and that in the event of a vacancy
occurring in any of these positions, the corresponding trusteeship shall remain
vacant until the position is filled.
In the event MICHAEL E. PULITZER resigns, retires or otherwise ceases to
act in the position of Chairman of the Board or President, the person appointed
to the position of Chairman of the Board or to the position of President, or
both, as the case may be, shall become an additional Trustee or additional
Trustees by signifying his acceptance of such trusteeship and shall serve as
such Trustee so long as he occupies the position of Chairman of the Board or
President and should he resign, retire, become deceased or cease to act in such
position with the Company the person appointed to his position in the Company
shall become Trustee in his place and stead by signifying his acceptance of
such trusteeship.
Pending the appointment of a successor Trustee to fill any vacancy, the
Trustees then remaining in office shall possess and may exercise all the powers
of the Trustees hereunder.
Notwithstanding any vacancy or change in the Trustees, the certificate or
certificates for shares of Class B Common Stock of the Company standing in the
name of the Trustees may be endorsed and transferred by any Trustees or
successor Trustees then acting.
(a) Each of EMILY RAUH PULITZER, MICHAEL E. PULITZER and DAVID E. MOORE
(individually, "Initial Depositing Stockholder"), or his or her respective
successor Trustee designated by him or her or his or her successors as Trustee,
shall continue to serve as Trustee hereunder only so long as the Initial
Depositing Stockholder and his or her Family (as defined below) hold Voting
Trust Certificates representing 20% or more of the Class B Common Stock
originally deposited by the Initial Depositing Stockholder and his or her
Family hereunder. Appropriate adjustment shall be made for stock dividends,
stock splits, or reverse splits of the Class B Common Stock. For purposes of
this subparagraph (a), the term "Family" shall mean the persons and entities
which shall have any of the following relationships to an Initial Depositing
Stockholder: (i) spouse or former spouse, (ii) lineal descendant of the
Initial Depositing Stockholder or of the spouse or former spouse of the Initial
Depositing Stockholder, (iii) spouse or former spouse of any such lineal
descendant, (iv) trust established either before or after the date of this
agreement of which any of the foregoing is a grantor and which is a Permitted
Transferee or (v) the estate of any of the foregoing persons. All references
in the foregoing sentence to "spouse or former spouse" shall include a deceased
spouse.
14. The Trustees may employ counsel and incur other indebtedness or
expenses deemed necessary by them for the proper discharge of their duties and
shall be reimbursed for any such expenses by the Voting Trust Certificate
holders, and to that end shall be entitled to deduct on a pro rata basis any
such indebtedness or expenses incurred by them from the dividends received by
them or to which they may become entitled on Class B Common Stock of the
Company deposited hereunder before paying or causing such dividends to be paid
to the Voting Trust Certificate holders.
15. The Depositing Stockholders expressly agree that any Trustee may at
the same time be an officer, director, consultant, agent, or employee of the
Company or of any affiliated or subsidiary company, and may be or become
pecuniarily interested in his personal capacity, either directly or indirectly,
in any

<PAGE> 10

matter or transaction to which the Company or any affiliated or subsidiary
company may be a party or in which it may be concerned to the same extent as
though he were not a Trustee.
The Depositing Stockholders likewise expressly agree that any Trustee may,
for his personal account or otherwise, either acquire from or sell to the
Company or any stockholder shares of stock or other securities of the Company
or Voting Trust Certificates to the same extent as though he were not a
Trustee.
The Depositing Stockholders likewise expressly agree that the Company may
either acquire from or sell to any Trustee, for his personal account or
otherwise, shares of stock or other securities of the Company or Voting Trust
Certificates to the same extent as though he were not a Trustee.
The Depositing Stockholders likewise expressly agree that any Trustee may,
in his personal capacity or otherwise, become a Voting Trust Certificate holder
either by depositing hereunder any certificate of certificates for shares of
Class B Common Stock now or at any time hereafter owned by him or by acquiring
any Voting Trust Certificate and, as such Voting Trust Certificate holder,
shall be entitled to exercise all rights and options conferred upon Voting
Trust Certificate holders under this agreement to the same extent as though he
were not a Trustee.
The Depositing Stockholders recognize that the Trustees who are
respectively the Chairman of the Board, Vice Chairman of the Board, President,
Senior Vice President-Finance, Senior Vice President-Newspaper Operations,
Senior Vice President-Broadcasting Operations and Editor - St. Louis
Post-Dispatch do at this time receive, and such Trustees and their successors
will hereafter be entitled to receive, substantial compensation for their
services as officers or employees of the Company or its subsidiaries, that
David E. Moore acts as a consultant to the Company and is compensated for his
services and that Emily Rauh Pulitzer acts as a Director of the Company and is
compensated for her services (the "Compensated Trustees").
The Depositing Stockholders accordingly do expressly agree that the
Compensated Trustees may continue to receive such compensation, of whatever
character, as is provided by their existing contracts, if any, with the Company
or its subsidiaries, with complete propriety and without disqualifying
themselves to act as Trustees hereunder; and they do further expressly agree
that upon the expiration of the existing contracts, if any, with the
Compensated Trustees, or sooner by mutual agreement, the Company, or its
subsidiaries and such Compensated Trustees, may enter into new contracts which
may change or increase their compensation, because of changing circumstances
and responsibilities. The Depositing Stockholders recognize that it would be
unfair to limit in any way the right of the Compensated Trustees to adequate
compensation for their services to the Company or its subsidiaries. The
Depositing Shareholders further recognize that, in order to carry out the
purposes of this agreement, it is, or may be, necessary that the Compensated
Trustees act at the same time as Trustees hereunder, as Directors of the
Company, and as officers, consultants or employees of the Company or its
subsidiaries; and they do agree that the qualifications or eligibility of the
Compensated Trustees so to act in any of these capacities shall not be impaired
by reason of the fact that they act in the other capacities also. All and
singular the provisions of this paragraph shall apply with equal force to any
and all successor Trustees under the provisions of Paragraph 13 hereof.
The Compensated Trustees shall not be entitled to compensation for their
services as Trustees hereunder, but the successor or successors to Emily Rauh
Pulitzer, Michael E. Pulitzer and David E. Moore designated as provided in the
first paragraph of Paragraph 13 hereof shall be entitled to compensation for
their services hereunder equal to the compensation paid by the Company to its
outside directors for their services to the Company as directors.
16. In voting or giving directions for voting the shares of Class B
Common Stock deposited hereunder or in exercising any consent with respect
thereto, the Trustees will exercise their best judgment, guided by the
Statement of Policy, as set forth in the preamble hereto, from time to time to
select suitable Directors of the Company to the end that the affairs of the
Company shall be properly managed in the interest of its stockholders, and in
voting or giving directions for voting and acting on other matters for
stockholders' action the Trustees will exercise like judgment, guided by the
Statement of Policy; provided, however, that the Trustees assume no
responsibility in respect of such management or in respect to any action taken
by them or taken in pursuance of their consent thereto, or in pursuance of
their votes, and no Trustee shall incur or be

<PAGE> 11

under any liability as the holder of securities of the Company as Trustee,
fiduciary or otherwise, by reason of any error of law or any error in the
construction of this agreement or of any matter or thing done or suggested or
omitted to be done in this agreement, except for his own individual malfeasance
or wilful neglect.
No bond shall be required of any Trustee for the performance of his
services as such.

GENERAL PROVISIONS
17. This agreement and all covenants herein contained shall inure to the
benefit of and be binding upon the parties hereto, their heirs, executors,
administrators, successors and assigns.
18. Any written notice required to be given under this agreement shall be
deemed to have been given and received if deposited in the United States mail
in a postpaid wrapper addressed as follows:
In case of a notice to the Trustees or to the Company, addressed to the
Trustees or to the Company as the case may be, at the office of the Company.
In case of a notice to a Voting Trust Certificate holder, addressed to
such Certificate holder at his or her last address appearing on the records of
the Trustees.
19. This agreement and the Voting Trust Certificates issued hereunder may
be amended upon the consent in writing of the holders of sixty-six and
two-thirds percent (66-2/3%) in interest of the Voting Trust Certificates then
issued and outstanding under this agreement; provided, however, that no
amendment which shall have the effect of extending the time for termination of
this Voting Trust Agreement shall be made without the consent in writing of the
holders of all the then issued and outstanding Voting Trust Certificates.
20. This agreement shall be binding upon each of the parties executing
the same from the date of its execution by such party. The trust created
hereunder shall be effective as of the date hereof, and this agreement and the
trust created hereunder shall remain in full force and effect until the 16th
day of January, 2001, but shall terminate prior to that date upon the
dissolution of the Company. This agreement and the trust created hereunder may
be terminated at any time with the consent in writing of the holders of
sixty-six and two-thirds percent (66-2/3%) in interest of the Voting Trust
Certificates then issued and outstanding under this agreement.
21. The invalidity or unenforceability of any term or provision of this
agreement shall not affect the validity of the remainder hereof.
22. The term "Trustee" or "Trustees" wherever used herein means the
trustee or trustees for the time acting, and shall include the successor
trustee or trustees.
23. The Trustees hereby accept the trusts in this agreement declared and
provided and agree faithfully to perform the same upon the terms and conditions
hereinabove set forth.
24. All questions concerning the validity and administration of this
agreement, and the trust created hereunder, shall be determined under the law
of the State of Delaware.
25. This agreement may be executed by the parties herein, or any of them,
in any number of counterparts, with the same force and effect as if they had
all executed the same instrument.
26. The definitions herein shall apply equally to both the singular and
plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms.

POWER OF ATTORNEY
27. In order to facilitate the execution and filing with the Securities
and Exchange Commission of a Schedule 13-D, including any and all amendments
thereto, with respect to this Voting Trust, each of the Depositing Stockholders
hereby grants to each of the Trustees and James V. Maloney the following power
of attorney for the limited purposes set forth herein.
Each of the Depositing Stockholders hereby irrevocably constitutes and
appoints each of the Trustees and James V. Maloney (individually, the
"Attorney"), acting singly, the true and lawful agent and attorney-in-fact of
the Depositing Stockholder, with full power and authority, in the Depositing
Stockholder's name, place and stead, to execute and deliver, on behalf of the
Depositing Stockholder at any time a Schedule 13-D, or any and all amendments
thereto, with all exhibits thereto and other documents in connection therewith,
as required by the securities laws, the execution and delivery by the Attorney
of such

<PAGE> 12

Schedule 13-D or amendments thereto being conclusive evidence that such
execution and delivery were authorized hereby.
It is expressly understood and intended by each of the Depositing
Stockholders that the power of attorney granted in this Paragraph 27 (the "13-D
Power of Attorney") is coupled with an interest, is irrevocable and shall in
all respects constitute a durable power of attorney. This 13-D Power of
Attorney shall survive the death or incapacity of the Depositing Stockholder,
or if the Depositing Stockholder is a partnership, corporation, trust or other
entity, the dissolution, liquidation or termination thereof, or the assignment
of any or all of the Depositing Stockholder's Voting Trust Certificates. This
13-D Power of Attorney shall terminate upon the later to occur of (i) the last
Schedule 13-D filing, including any and all amendments thereto, as required by
the securities laws, with respect to this Voting Trust or (ii) thirty (30) days
immediately following the termination of this agreement or the date the
Depositing Stockholder shall cease to be a Depositing Stockholder, as the case
may be.
IN WITNESS WHEREOF, the Trustees and the Depositing Stockholders have
hereunto set their hands and seals as of the day and year first above written.

TRUSTEES

/s/ Ken J. Elkins
------------------------------
Ken J. Elkins

/s/ David E. Moore
------------------------------
David E. Moore

/s/ Nicholas G. Penniman IV
------------------------------
Nicholas G. Penniman IV

/s/ Emily Rauh Pulitzer
------------------------------
Emily Rauh Pulitzer

/s/ Michael E. Pulitzer
------------------------------
Michael E. Pulitzer

/s/ Ronald H. Ridgway
------------------------------
Ronald H. Ridgway

/s/ William F. Woo
------------------------------
William F. Woo

<PAGE> 13

No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
--------------------------------- --------- ----------------

Emily Rauh Pulitzer,
James V. Maloney and William
Bush, Successor Trustees of
Marital Trust A U/I Joseph
Pulitzer, Jr. dtd 6/12/74,
as amended 10/20/92

By: /s/ Emily Rauh Pulitzer 6/18/95
---------------------------------
Emily Rauh Pulitzer, Trustee

By: /s/ James V. Maloney 6/18/95
---------------------------------
James V. Maloney, Trustee

By: /s/ William Bush 6/19/95 7,920
---------------------------------
William Bush, Trustee

Emily Rauh Pulitzer,
James V. Maloney and William
Bush, Successor Trustees of
Marital Trust B U/I Joseph
Pulitzer, Jr. dtd 6/12/74,
as amended 10/20/92

By: /s/ Emily Rauh Pulitzer 6/18/95
---------------------------------
Emily Rauh Pulitzer, Trustee

By: /s/ James V. Maloney 6/18/95
---------------------------------
James V. Maloney, Trustee

By: /s/ William Bush 6/19/95 5,193,290
---------------------------------
William Bush, Trustee

<PAGE> 14

No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
--------------------------------- --------- ----------------

/s/ David E. Moore 6/17/95 3,151,082
---------------------------------
David E. Moore

/s/ Michael E. Pulitzer 6/19/95 2,818,841
---------------------------------
Michael E. Pulitzer

The Ceil and Michael E.
Pulitzer Foundation, Inc.

By: /s/ Michael E. Pulitzer 6/19/95 16,000
---------------------------------
Michael E. Pulitzer, President

/s/ Emily Rauh Pulitzer 6/18/95 137
---------------------------------
Emily Rauh Pulitzer

/s/ Katherine C. Moore 6/28/95 275
---------------------------------
Katherine C. Moore

/s/ Julie Cecille Pulitzer 7/7/95 837
---------------------------------
Julie Cecille Pulitzer

/s/ Barbara F. Moore 6/28/95 7,166
---------------------------------
Barbara F. Moore

/s/ David E. Moore, Jr. 7/29/95 95,626
---------------------------------
David E. Moore, Jr.

/s/ Deborah Moore 7/4/95 1,811
---------------------------------
Deborah Moore

<PAGE> 15

No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
--------------------------------- --------- ----------------

/s/ Evelyn Moore 7/20/95 698
---------------------------------
Evelyn Moore

/s/ Kate C. Moore 7/10/95 98,460
---------------------------------
Kate C. Moore

/s/ Richard W. Moore 6/19/95 83,051
---------------------------------
Richard W. Moore

/s/ Timothy P. Moore 7/4/95 97,408
---------------------------------
Timothy P. Moore

---------------------------------
Joseph Pulitzer IV

/s/ Michael E. Pulitzer, Jr. 7/3/95 31,480
-------------------------------
Michael E. Pulitzer, Jr.

/s/ Ramelle C. Pulitzer 7/3/95 2,830
-------------------------------
Ramelle C. Pulitzer

/s/ Robert Stair Pulitzer 7/31/95 2,830
-------------------------------
Robert Stair Pulitzer

/s/ Elizabeth E. Pulitzer Voges 7/4/95 5,606
-------------------------------
Elizabeth E. Pulitzer Voges

/s/ Christina H. Eisenbeis 7/3/95 4,506
-------------------------------
Christina H. Eisenbeis

<PAGE> 16

No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
------------------------------- --------- ----------------

/s/ Mark C. Eisenbeis 6/28/95 4,081
-------------------------------
Mark C. Eisenbeis

/s/ William H. Eisenbeis 6/17/95 4,746
-------------------------------
William H. Eisenbeis

/s/ Catherine Dory Culver 6/27/95 4,358
-------------------------------
Catherine Dory Culver

Richard A. Palmer, as Trustee
U/A dtd 8/16/83 F/B/O
Michael E. Pulitzer

By: /s/ Richard A. Palmer 6/19/95 39,628
-------------------------------
Richard A. Palmer, Trustee

William Bush and Richard A.
Palmer, as Trustees U/I
dtd 11/3/87 F/B/O Bianca
Pulitzer

By: /s/ William Bush
-------------------------------
William Bush, Trustee

By: /s/ Richard A. Palmer 6/19/95 5,738
-------------------------------
Richard A. Palmer, Trustee

<PAGE> 17

No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
------------------------------- --------- ----------------

William Bush and Richard A.
Palmer, as Trustees U/I
dtd 11/3/87 F/B/O Elinor
Pulitzer

By: /s/ William Bush
-------------------------------
William Bush, Trustee

By: /s/ Richard A. Palmer 6/19/95 5,738
-------------------------------
Richard A. Palmer, Trustee

William Bush and Richard A.
Palmer, as Trustees U/I
dtd 11/3/87 F/B/O Elkhanah
Pulitzer

By: /s/ William Bush
-------------------------------
William Bush, Trustee

By: /s/ Richard A. Palmer 6/19/95 5,738
-------------------------------
Richard A. Palmer, Trustee

William Bush and Richard A.
Palmer, as Trustees U/I
dtd 11/3/87 F/B/O Joseph
Pulitzer V

By: /s/ William Bush
-------------------------------
William Bush, Trustee

By: /s/ Richard A. Palmer 6/19/95 5,738
-------------------------------
Richard A. Palmer, Trustee

<PAGE> 18

No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
------------------------------- --------- ----------------

William Bush and Richard A.
Palmer, as Trustees U/I
dtd 1/14/88 F/B/O
Theodosia Cochrane Pulitzer

By: /s/ William Bush
-------------------------------
William Bush, Trustee

By: /s/ Richard A. Palmer 6/19/95 3,646
-------------------------------
Richard A. Palmer, Trustee

William Bush and Richard A.
Palmer, as Trustees U/I
dtd 1/14/88 F/B/O Michael
E. Pulitzer III

By: /s/ William Bush
William Bush, Trustee

By: /s/ Richard A. Palmer 6/19/95 3,646
-----------------------------
Richard A. Palmer, Trustee

William Bush and Richard A.
Palmer, as Trustees U/I
dtd 1/14/88 F/B/O Philip
Sherwood Pulitzer

By: /s/ William Bush
-----------------------------
William Bush, Trustee

By: /s/ Richard A. Palmer 6/19/95 3,646
-----------------------------
Richard A. Palmer, Trustee

<PAGE> 19

No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
----------------------------- --------- ----------------

William Bush and Richard A.
Palmer, as Trustees U/I
dtd 1/14/88 F/B/O Samuel
Pulitzer

By: /s/ William Bush
-----------------------------
William Bush, Trustee

By: /s/ Richard A. Palmer 6/19/95 3,852
-----------------------------
Richard A. Palmer, Trustee

William Bush and Richard A.
Palmer, as Trustees U/I
dtd 1/14/88 F/B/O Sarah
G. Pulitzer

By: /s/ William Bush
William Bush, Trustee

By: /s/ Richard A. Palmer 6/19/95 3,852
----------------------------
Richard A. Palmer, Trustee

William Bush and Richard A.
Palmer, as Trustees U/I
dtd 5/4/90 F/B/O Shelton
Campbell Voges III

By: /s/ William Bush
----------------------------
William Bush, Trustee

By: /s/ Richard A. Palmer 6/19/95 3,131
----------------------------
Richard A. Palmer, Trustee

<PAGE> 20

No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
--------------------------------- --------- ----------------

William Bush and Richard A.
Palmer, as Trustees U/I
dtd 10/19/90 F/B/O
Clarissa Reed Dore Golding

By: /s/ William Bush
---------------------------------
William Bush, Trustee

By: /s/ Richard A. Palmer 6/19/95 3,131
---------------------------------
Richard A. Palmer, Trustee

William Bush and Richard A.
Palmer, as Trustees U/I
dtd 10/21/93 F/B/O
Grayson Carrol Voges

By: /s/ William Bush
---------------------------------
William Bush, Trustee

By: /s/ Richard A. Palmer 6/19/95 1,062
---------------------------------
Richard A. Palmer, Trustee

/s/ Timothy P. Moore 7/4/95 5,325
---------------------------------
Timothy P. Moore, as Custodian
for Elisabeth W. Moore

/s/ Timothy P. Moore 7/4/95 5,325
---------------------------------
Timothy P. Moore, as Custodian
for Zachary P. Moore

/s/ Richard W. Moore 6/19/95 7,505
---------------------------------
Richard W. Moore, as Custodian
for Alexander F. Moore

<PAGE> 21

No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
--------------------------------- --------- ----------------

/s/ Richard W. Moore 6/19/95 7,505
---------------------------------
Richard W. Moore, as Custodian
for Meredith C. Moore

/s/ Richard W. Moore 6/19/95 7,505
---------------------------------
Richard W. Moore, as Custodian
for Anne L. Moore

/s/ David E. Moore, Jr 7/29/95 5,325
---------------------------------
David E. Moore, Jr., as Custodian
for Alida Livingston Moore

/s/ David E. Moore, Jr 7/29/95 5,325
---------------------------------
David E. Moore, Jr., as Custodian
for Clement Clarke Moore

<PAGE> 22

EXHIBIT A

A "Withdrawal Request" as referred to in subparagraph (c)I of Paragraph 2
of the Voting Trust Agreement, shall be in the following form:

WITHDRAWAL REQUEST

Dated ________________, ____

To Trustees
Under Voting
Trust Agreement
Dated as of June 19, 1995
("Voting Trust Agreement")
c/o Pulitzer Publishing Company
900 North Tucker Boulevard
St. Louis, Missouri 63101

The undersigned hereby requests the withdrawal of ___________ shares of
Common Stock of Pulitzer Publishing Company (the "Company"), into which is
convertible all or part of the shares of Class B Common Stock of the Company
represented by the enclosed Voting Trust Certificate(s) No(s).
____________________ registered in the undersigned's name, which shares of
Common Stock the undersigned has sold in accordance with the provisions of
subparagraph (a)I of Paragraph 2 of the Voting Trust Agreement.
You are authorized and directed by the undersigned to convert into the
above number of shares of Common Stock the requisite number of shares of Class
B Common Stock represented by the enclosed Voting Trust Certificate(s), it
being understood by the undersigned that, under the Company's Certificate of
Incorporation, Common Stock cannot thereafter be reconverted into Class B
Common Stock of the Company.
The undersigned hereby represents and warrants to, and agrees with, you,
the Company and the Transfer Agent for its Common Stock, that: (i) the sale of
the shares of Common Stock referred to in the first paragraph hereof is being
made in compliance with subparagraph (a)I of Paragraph 2 of the Voting Trust
Agreement; (ii) the closing of such sale will be held on ________ ___, _____
and further information concerning the time and place of such closing, as well
as the denominations and registrations of certificates to be delivered thereat
in accordance with subparagraph (c)I of Paragraph 2 of the Voting Trust
Agreement, will be delivered to the Company, the Depositary and the Transfer
Agent not less than 48 hours prior to such closing date; (iii) all conditions
in Paragraph 2 of the Voting Trust Agreement as to the withdrawal of the shares
of Common Stock requested hereby, to be satisfied by the undersigned, have
been, or will, prior to such closing, be, satisfied, and all procedures set
forth therein, to be complied with by the undersigned, have been, or prior to
such closing will be, complied with; and (iv) any additional documents,
opinions of legal counsel, or other materials reasonably required of the
undersigned by you, the Company, the Depositary or the Transfer Agent in
connection with the matters that are the subject of this Withdrawal Request
will be furnished by the undersigned at or in advance of the closing.

_________________________

cc: (1) Pulitzer Publishing Company
(2) Depositary
(3) Transfer Agent

<PAGE> 23

EXHIBIT A-I

A "Withdrawal Request" as referred to in subparagraph (c)II of Paragraph 2
of the Voting Trust Agreement, shall be in the following form:

WITHDRAWAL REQUEST

Dated ________________, ____

To Trustees
Under Voting
Trust Agreement
Dated as of June 19, 1995
("Voting Trust Agreement")
c/o Pulitzer Publishing Company
900 North Tucker Boulevard
St. Louis, Missouri 63101

The undersigned hereby requests the withdrawal of ___________ shares of
Common Stock of Pulitzer Publishing Company (the "Company"), into which is
convertible all or part of the shares of Class B Common Stock of the Company
represented by the enclosed Voting Trust Certificate(s) No(s).
____________________ registered in the undersigned's name, which shares of
Common Stock the undersigned has sold in accordance with the provisions of
subparagraph (a)II of Paragraph 2 of the Voting Trust Agreement.
You are authorized and directed by the undersigned to convert into the
above number of shares of Common Stock the requisite number of shares of Class
B Common Stock represented by the enclosed Voting Trust Certificate(s), it
being understood by the undersigned that, under the Company's Certificate of
Incorporation, Common Stock cannot thereafter be reconverted into Class B
Common Stock of the Company.
The undersigned hereby represents and warrants to, and agrees with, you,
the Company and the Transfer Agent for its Common Stock, that: (i) the
transfer of the shares of Common Stock referred to in the first paragraph
hereof is being made in compliance with subparagraph (a)II of Paragraph 2 of
the Voting Trust Agreement; (ii) such transfer is expected to occur on ________
___, _____ and further information concerning such transfer, as well as the
denominations and registrations of certificates to be transferred in accordance
with subparagraph (c)II of Paragraph 2 of the Voting Trust Agreement, will be
delivered to the Company, the Depositary and the Transfer Agent not less than
48 hours prior to such closing date; (iii) all conditions in Paragraph 2 of the
Voting Trust Agreement as to the withdrawal of the shares of Common Stock
requested hereby, to be satisfied by the undersigned, have been, or will, prior
to such transfer, be, satisfied, and all procedures set forth therein, to be
complied with by the undersigned, have been, or prior to such transfer will be,
complied with; and (iv) any additional documents, opinions of legal counsel, or
other materials reasonably required of the undersigned by you, the Company, the
Depositary or the Transfer Agent in connection with the matters that are the
subject of this Withdrawal Request will be furnished by the undersigned at or
in advance of the transfer.

_________________________

cc: (1) Pulitzer Publishing Company
(2) Depositary
(3) Transfer Agent

<PAGE> 24

EXHIBIT B

INSTRUCTION REQUEST

Dated ______________, _____

To Trustees
Under Voting
Trust Agreement
Dated as of June 19, 1995
("Voting Trust Agreement")
c/o Pulitzer Publishing Company
900 North Tucker Boulevard
St. Louis, Missouri 63101

The undersigned hereby requests that the stock certificates representing
the __________ shares of Common Stock, $.01 par value, of Pulitzer Publishing
Company, being withdrawn from the provisions of the Voting Trust Agreement
pursuant to subparagraph (a)I of Paragraph 2 thereof, under a Withdrawal
Request dated __________________ and duly executed and delivered to the
Trustees by the undersigned, be issued and registered in the following names
and denominations.

Name(s) Denominations

_____________________________________
Name

cc: (1) Pulitzer Publishing Company
(2) Depositary
(3) Transfer Agent

<PAGE> 25

EXHIBIT B-I

INSTRUCTION REQUEST

Dated ______________, _____

To Trustees
Under Voting
Trust Agreement
Dated as of June 19, 1995
("Voting Trust Agreement")
c/o Pulitzer Publishing Company
900 North Tucker Boulevard
St. Louis, Missouri 63101

The undersigned hereby requests that the stock certificates representing
the __________ shares of Common Stock, $.01 par value, of Pulitzer Publishing
Company, being withdrawn from the provisions of the Voting Trust Agreement
pursuant to subparagraph (a)II of Paragraph 2 thereof, under a Withdrawal
Request dated __________________ and duly executed and delivered to the
Trustees by the undersigned, be issued and registered in the following names
and denominations.

Name(s) Denominations

_____________________________________
Name

cc: (1) Pulitzer Publishing Company
(2) Depositary
(3) Transfer Agent

<PAGE> 26

EXHIBIT C

GENERAL PLEDGE AGREEMENT

As collateral security for the payment of all indebtedness, obligations or
liabilities of the undersigned to_____________________________________________
("Bank"), under the___________________ dated the date hereof (the "Loan
Agreement") between the undersigned and Bank and for the payment of the
Promissory Note ("Note") executed by the undersigned pursuant thereto
(collectively called "liabilities"), the undersigned hereby pledges and
delivers and/or gives to Bank a general lien upon and/or right of set-off as to
the following: all the securities, hereinafter set forth and described in the
Collateral Schedule (as defined herein), together with all stock splits, stock
dividends or other distributions of stock or other securities thereon
(collectively the "collateral security"). Any reference herein to the
Collateral Schedule shall mean and be deemed to include the Collateral Schedule
executed by the undersigned and delivered to Bank concurrently herewith and any
additional or superseding Collateral Schedule executed and delivered by the
undersigned in favor of and to Bank, provided Bank shall have delivered a copy
thereof to the Voting Trustees under the Voting Trust Agreement referred to
below by delivery to the individual(s) designated to receive notice on behalf
of the Voting Trustees pursuant to Paragraph 2(d) of the Voting Trust
Agreement.

If at any time any collateral security shall become unsatisfactory to Bank
by reason of decline in value thereof in the opinion of Bank, or for any other
reason, the Bank may demand at any time or from time to time the pledge and
deposit with Bank of such additional collateral security, or such payment on
account, as will be satisfactory to Bank in accordance with the Loan Agreement.

Subject to the provisions of the Power of Attorney granted by the
undersigned to Bank on the date thereof (the "Power of Attorney") and the
provisions of Paragraphs 2 and 5 of the Voting Trust Agreement referred to
therein (the "Voting Trust Agreement"), upon the occurrence of an Event of
Default under the Loan Agreement, Bank may (1) appropriate and apply toward the
payment and discharge of any such liability, moneys on deposit or otherwise
held by Bank for the account of, to the credit of, or belonging to the
undersigned, (2) sell or cause to be sold any collateral security, and (3)
exercise any or all the rights and remedies of a secured party under the
Uniform Commercial Code of the State of ___________ (the "Code"). Any sale of
collateral may be made without demand of performance and any requirement of the
Code for reasonable notice to the undersigned shall be met if such notice is
mailed, postage prepaid, to the undersigned at his address as it appears herein
or as last shown on the records of Bank at least five business days before the
time of sale, disposition or other event giving rise to the notice. The
undersigned agrees it shall be reasonable for the Bank to sell the collateral
security on credit for present or future delivery without any assumption of any
credit risk. In case of a public sale, notice published by Bank for ten days
in a newspaper of general circulation in the city of _____________ shall be
sufficient. The proceeds of any sale, or sales, of collateral security shall
be applied by Bank in the following order: (1) to expenses, including expense
for any legal services, arising from the enforcement of any of the provisions
hereof, or of any of the liabilities, or of any actual or attempted sale; (2)
to the payment of or the reduction of any liability of any of the undersigned
to Bank with the right of Bank to distribute or allocate such proceeds as Bank
shall elect, and its determination with respect to such allocation shall be
conclusive, however making proper rebate of interest or discount in case of
allocation to any item not due; (3) to the payment of any surplus remaining
after payment of the amounts mentioned, to the undersigned or to whomsoever may
be lawfully entitled thereto. If any deficiency arises upon any such sale or
sales, the undersigned agrees to pay the amount of such deficiency promptly
upon demand with legal interest. Notwithstanding that Bank may continue to
hold the collateral security and regardless of the value thereof, the
undersigned shall be and remain liable for the payment in full of principal and
interest of any balance of the liabilities and expenses any time unpaid.

Subject to compliance with the provisions of the Loan Agreement, the Power
of Attorney and Paragraphs 2 and 5 of the Voting Trust Agreement (including,
without limitation, restrictions on the ability to

<PAGE> 27

sell or transfer the Voting Trust Certificate described in the Collateral
Schedule, the shares of Class B Common Stock represented thereby, or the shares
of Common Stock into which the Class B Common Stock may be converted), at any
time, whether prior to or after default in the payment of any liability of the
undersigned to Bank, Bank may at its option, but shall not be obligated to, (1)
have transferred to or registered in the name of Bank or its nominee or
nominees, any collateral security and thereafter exercise all rights with
respect thereto as the absolute owner thereof, without notice or liability to
the undersigned, except to account for money or property actually received by
Bank; provided, however, that Bank may treat all cash proceeds as additional
collateral and such proceeds need not be applied to the reduction of the
liability of the undersigned unless Bank so elects; (2) in Bank's name, or in
the name of the undersigned, demand, sue for, collect, and receive money,
securities or other property which may at any time be payable or receivable on
account of or in exchange for any collateral security, or make any compromise
or settlement that Bank considers desirable with respect thereto or renew or
extend the time of payment or otherwise modify the terms of any obligation
included in the collateral security; provided, however, it is expressly agreed
that the Bank shall not be obligated to take any step to preserve rights
against prior parties on any of the collateral, and that reasonable care of the
collateral shall not include the taking of any such step; (3) foreclose the
lien of any security interest included in the collateral security and become
the purchaser of any property constituting the security without thereby
affecting any liability of the undersigned to Bank; (4) transfer any liability
and any security therefor of the undersigned, Bank being thereafter fully
discharged from every claim and responsibility with respect to any such
collateral security so transferred; and (5) surrender or deliver, without
further liability on the part of the Bank to account therefor, all or any part
of the collateral security to or upon the written order of the undersigned,
permit substitutions therefor or additions thereto, and accept the receipt of
the undersigned for any collateral security, or proceeds thereof, which receipt
shall be a full and complete discharge of Bank as to the undersigned with
respect to the collateral so delivered and proceeds so paid.

As additional security, the undersigned agrees that: (i) he will execute
and deliver to Bank a Power of Attorney, substantially in the form of Schedule
1 hereto which empowers Bank, upon the occurrence of the circumstances set
forth therein, to execute in undersigned's name the Withdrawal Request (the
"Withdrawal Request") and the Instruction Request (the "Instruction Request"),
substantially in the form of Exhibits A and B, respectively, to the Voting
Trust Agreement; (ii) he will execute such other documents and deliver such
additional instructions as may be reasonably requested by Bank in order to
implement the foregoing; (iii) he will not tender any other Withdrawal Request
without the prior written consent of Bank until all obligations and liabilities
to the Bank shall have been repaid and this Agreement terminated; and (iv) he
will not request from the Voting Trustees under the Voting Trust Agreement that
they issue to him a duplicate Voting Trust Certificate in respect of any Voting
Trust Certificate held by Bank hereunder until the obligations and liabilities
under the Note shall have been repaid and satisfied and this Agreement
terminated.

Subject to the provisions of the Loan Agreement, the Power of Attorney and
Paragraphs 2 and 5 of the Voting Trust Agreement, the rights and powers of Bank
under this Agreement (1) are cumulative and do not exclude any other right
which Bank may have independent of this Agreement; and (2) may be exercised or
not exercised at the discretion of Bank (i) without regard to any rights of the
undersigned, (ii) without forfeiture or waiver because of any delay in the
exercising thereof, (iii) without imposing any liability on Bank for so
exercising or failing to exercise, and (iv) in the event of a single or partial
exercise thereof, without precluding further exercise thereof.

No delay or omission on the part or the Bank in exercising any right
hereunder shall operate as a waiver of such right or of any other right
hereunder and no waiver shall be construed as a bar to or waiver of any right
or remedy in the future.

Rights and powers of Bank under this Agreement shall inure to the benefit
of its successors and assigns and any assignee of any liability secured hereby.
Any liability of any of the undersigned hereunder shall be binding upon the
heirs, legal representatives, successors and assigns of such undersigned.

<PAGE> 28

Revocation or termination of this Agreement, whether by operation of law
or otherwise, shall be effective only when written notice thereof shall have
been received by Bank, but no such revocation or termination shall affect or
impair the pledge of collateral security or the lien thereby created as to any
liability secured hereby at the time of receipt by Bank of such notice.

Address _____________________ __________________________________
Pledgor
____________________________________
Date: ________________, ______

<PAGE> 29

SCHEDULE 1 TO
GENERAL PLEDGE AGREEMENT

IRREVOCABLE POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS: That the undersigned,
_____________________________, does hereby make, constitute and appoint
_______________________________________________ ("Bank") or its designee as his
true and lawful agent and attorney-in-fact, for and in the name, place and
stead of the undersigned upon the occurrence of an Event of Default under the
____________ Agreement entered into as of the date hereof between Bank and the
undersigned (the "Loan Agreement"):

1. To sell all, or part of, the undersigned's interest in the shares of
Class B Common Stock of Pulitzer Publishing Company (the "Company") represented
by Voting Trust Certificate No. VT ___ to a Permitted Transferee (as that term
is defined in the Company's Restated Certificate of Incorporation).

2. In the event Bank is unable, in good faith, to consummate such sale and
transfer of such Voting Trust Certificate No. VT ___ within forty-five (45)
days of an Event of Default under the Loan Agreement, to complete and execute
the Withdrawal Request and Instruction Request, attached as Exhibits A and B,
respectively, to the Voting Trust Agreement dated as of June 19, 1995 by and
among certain stockholders of the Company and the Trustees named therein (the
"Voting Trust Agreement"), with such date and sale closing date, in the case of
the Withdrawal Request, and such number of shares, in the case of the
Instruction Request, as Bank deems appropriate; to execute and deliver said
Withdrawal Request and Instruction Request in accordance with the provisions of
Paragraph 2 of the Voting Trust Agreement; and to withdraw pursuant to such
Withdrawal Request, from the Voting Trust created by the Voting Trust
Agreement, such number of shares of Common Stock of the Company into which the
shares of Class B Common Stock then represented by Voting Trust Certificate No.
VT ___ may be converted, subsequent to such conversion as provided in the
Voting Trust Agreement and said Withdrawal Request and Instruction Request, as
shall be necessary, as determined by Bank in its sole discretion, to satisfy
the obligations of the undersigned to Bank under the Loan Agreement and the
General Pledge Agreement entered into on the date hereof between Bank and the
undersigned;

3. To sell such shares of Common Stock of the Company in accordance with
the provisions of Paragraphs 2 and 5 of the Voting Trust Agreement; and

4. To comply otherwise with the provisions of the Voting Trust Agreement,
Withdrawal Request and Instruction Request in order to effect the transactions
contemplated hereby on behalf of the undersigned for the benefit of Bank.

In consideration for and in reliance upon the powers granted by the
undersigned, Bank has entered into the Loan Agreement with the undersigned.
The powers hereby conferred are coupled with an interest and shall continue in
full force and effect and be binding upon the undersigned and his heirs,
assigns and legal representatives, and shall not be revoked by the undersigned
until the undersigned has fulfilled all his obligations under the Loan
Agreement, or any renewal, extension, amendment, restatement or modification
thereof, and the Loan Agreement, or any renewal, extension, amendment,
restatement or modification thereof, is cancelled.

This irrevocable power of attorney shall not be affected by the subsequent
disability or incapacity of the undersigned and shall in all respects
constitute a durable power of attorney.

Executed this ______ day of ______________, ____.

___________________________________

<PAGE> 30

ACKNOWLEDGEMENT

STATE OF )
) SS.
COUNTY OF )

On this _____ day of ___________, , before me personally appeared
________________________ known to me to be the person who executed the
foregoing Irrevocable Power of Attorney and said ___________________
acknowledged to me that he executed the same as his free act and deed.

__________________________________
Notary Public

<PAGE> 31

EXHIBIT D

ACKNOWLEDGEMENT

The undersigned, on behalf of all the Voting Trustees ("Trustees"), under
that certain Voting Trust Agreement dated as of June 19, 1995 ("Voting Trust
Agreement"), hereby acknowledges the pledge of Voting Trust Certificate No. VT
___ by ________________________ ("Borrower") to _______________________
__________________________ ("Bank") pursuant to the General Pledge Agreement
dated _____________ __, ____ ("Pledge Agreement") in connection with the
____________________________ dated ___________ __, ____, between Borrower and
Bank (the "Loan Agreement").

The undersigned, on behalf of all the Trustees, further acknowledges
Bank's rights under the Power of Attorney dated ____________ __, ____ granted
by Borrower to Bank (the "Power of Attorney"), attached as Schedule 1 to the
Pledge Agreement.

Notwithstanding any provision contained in the Voting Trust Agreement to
the contrary, until such time as the Loan Agreement is terminated, the Note
referred to therein is paid, and the Trustees have confirmed such facts with
the Bank, the undersigned, on behalf of all the Trustees, agrees that:

(i) the Trustees and the Trust
established under the Voting Trust
Agreement (the "Trust") shall not honor any
Withdrawal Request with respect to the
shares of Class B Common Stock evidenced by
Voting Trust Certificate No. VT ___ issued
under the Trust or any shares of Common
Stock issuable upon conversion thereof,
other than those Withdrawal Requests and
Instruction Requests executed by Bank
pursuant to the Power of Attorney;

(ii) the Trustees and the Trust
shall not issue a new Voting Trust
Certificate or replacement Voting Trust
Certificate with respect to the shares
evidenced by Voting Trust Certificate No.
VT ___ except at the request and direction
of Bank as pledgee of Voting Trust
Certificate No. VT ___;

(iii) in the event any provision
(including any amendment), or the
termination, of the Voting Trust Agreement,
whether by expiration of time, affirmative
vote of the beneficiaries of the Trust or
otherwise, necessitates a distribution of
shares, warrants, options or other
securities of the Company, or any successor
or affiliated entity of the Company, all
those securities which are to be
distributed with respect to Voting Trust
Certificate No. VT ___ shall be delivered
to Bank as pledgee of Voting Trust
Certificate No. VT ___; and

(iv) the Trustees and the Trust
shall otherwise honor Bank's rights and
powers under and in accordance with the
Power of Attorney and the Pledge Agreement.

_____________________________________________
As Attorney-In-Fact for the Voting Trustees

<PAGE> 32

EXHIBIT E

VOTING TRUST CERTIFICATE

No.______________ _________ Shares of Class B Common Stock

PULITZER PUBLISHING COMPANY

Incorporated under the Laws of the State of Delaware

THIS IS TO CERTIFY THAT, subject to the provisions hereof and of the
Voting Trust Agreement hereinafter mentioned, on the surrender hereof, properly
endorsed, ___________________________________ will be entitled to receive on
the 16th day of January, 2001, or on the earlier termination of the Voting
Trust Agreement, as therein provided, a certificate or certificates, expressed
to be full-paid and non-assessable, for _____ shares of Class B Common Stock,
represented by this Certificate, of Pulitzer Publishing Company (hereinafter
called the "Company"), a corporation organized and existing under the laws of
the State of Delaware, or its successor, and in the event of a withdrawal of
Common Stock pursuant to a Withdrawal Request as contemplated by Paragraph 2 of
the Voting Trust Agreement, will be entitled to receive a certificate or
certificates for the Common Stock so withdrawn under the terms and conditions
set forth in such Paragraph 2, and in the meantime, subject to the provisions
of the Voting Trust Agreement, is entitled to receive payments equal and of
like character to the dividends, if any, received by the Trustees upon the
number of shares of Class B Common Stock held by the Trustees for the
Depositing Stockholder, less such charges and expenses as are authorized by the
Voting Trust Agreement to be deducted therefrom and less any income or other
taxes required by law to be deducted therefrom; provided, however, such
dividends, if received by the Trustees in Class B Common Stock, shall be
payable in Voting Trust Certificates for such stock. If the Trustees shall
exercise on behalf of any holder of Voting Trust Certificates any right to
subscribe to Class B Common Stock, in accordance with the provisions of the
Voting Trust Agreement, the Trustees shall issue Voting Trust Certificates in
respect thereof.
Until actual delivery of the stock certificates called for hereby
following the termination of the Voting Trust Agreement (or in the case of
Common Stock properly withdrawn pursuant to a Withdrawal Request until actual
delivery of the stock certificates for such withdrawn Common Stock), the
Trustees, upon the terms and subject to the provisions stated in the Voting
Trust Agreement, shall possess and shall be entitled to exercise all rights and
powers of the owners of such Class B Common Stock to vote for every purpose and
to consent to any and all corporate acts of the Company, except as such right
is expressly limited by the terms of the Voting Trust Agreement; it being
expressly stipulated that except as expressly provided in the Voting Trust
Agreement, no right to vote such Class B Common Stock and no right to consent
or be consulted in respect of such Class B Common Stock is created or passes to
any holder hereof by or under this Certificate or by or under any agreement
express or implied.
This Certificate is issued under and pursuant to, and the rights of
each successive holder hereof are subject to and limited by, the terms and
provisions of a certain Voting Trust Agreement, dated as of the 19th day of
June, 1995, between certain owners of Class B Common Stock of the Company and
Ken J. Elkins, David E. Moore, Nicholas G. Penniman IV, Emily Rauh Pulitzer,
Michael E. Pulitzer, Ronald H. Ridgway, and William F. Woo, as Trustees (herein
referred to, and as it may be amended from time to time, the "Voting Trust
Agreement"), one copy of which is on file at the principal office of the
Company at St. Louis, Missouri and one copy of which is on file in the
registered office of the Company in the State of Delaware. Each holder of this
Certificate by the acceptance hereof assents and agrees to be bound by all the
provisions of the Voting Trust Agreement.
This Certificate is not transferable whether by sale, assignment, gift,
bequest, appointment or otherwise by the holder of record hereof except to a
Permitted Transferee (as that term is defined in the Company's Restated
Certificate of Incorporation) of the Company's Class B Common Stock, subject to
such regulations as may be established by the Trustees for that purpose, upon
surrender hereof at the office of the Trustees, properly endorsed for transfer,
and the Trustees may treat the holder of record hereof as the owner of this
Certificate for all purposes. Every transferee of this Certificate shall by
the acceptance hereof become

<PAGE> 33

a party to the Voting Trust Agreement with like force and effect as though an
original party thereto and shall be embraced within the meaning of the term
"Depositing Stockholders" wherever used therein.
Notwithstanding anything to the contrary set forth herein, this
Certificate may be pledged in accordance with, and subject to the limitations
of, the terms of the Voting Trust Agreement.
As a condition of making or permitting any transfer or delivery of stock
certificates or Voting Trust Certificates, the Trustees may require the payment
of a sum sufficient to pay or reimburse them for any stamp tax or other
governmental charge in connection therewith, or any other charges applicable to
such transfer or delivery.
The Voting Trust Agreement and this Certificate may be amended at any time
and from time to time in the manner therein provided by the Trustees with the
consent in writing of the holders of sixty-six and two-thirds percent (66-2/3%)
in interest of the then issued and outstanding Voting Trust Certificates;
provided, however, that no amendment which shall have the effect of extending
the time for termination of the Voting Trust Agreement shall be made without
the consent in writing of the holders of all the then issued and outstanding
Voting Trust Certificates. The Voting Trust Agreement and the trust created
thereunder shall terminate upon the dissolution of the Company and may be
terminated at any time with the consent in writing of the holders of sixty-six
and two-thirds percent (66-2/3%) in interest of the then issued and outstanding
Voting Trust Certificates.
IN WITNESS WHEREOF, the Trustees have caused this Certificate to be signed
on their behalf by one of their number and countersigned by their duly
authorized Agent.

Dated:_____________________ KEN J. ELKINS
DAVID E. MOORE
NICHOLAS G. PENNIMAN IV
COUNTERSIGNED: EMILY RAUH PULITZER
MERCANTILE BANK OF ST. LOUIS N.A. MICHAEL E. PULITZER
Agent RONALD H. RIDGWAY
WILLIAM F. WOO

VOTING TRUSTEES

By:______________________
A Voting Trustee
By:________________________
Authorized Officer

<PAGE> 34

(FORM OF ASSIGNMENT FOR REVERSE SIDE
OF VOTING TRUST CERTIFICATE)

FOR VALUE RECEIVED, ______________________________ hereby sells,
assigns and transfers unto ___________________________ the within Certificate
and all rights and interests thereby and does hereby irrevocably constitute and
appoint ______________________ attorney to transfer such certificate on the
books of the Trustees under the Voting Trust Agreement within referred to, with
full power of substitution in the premises.
Date:_________________________

_______________________________

In the presence of:

_______________________________

<PAGE> 1
EXHIBIT 9.2

<PAGE> 2

TERMINATION AGREEMENT

TERMINATION AGREEMENT dated as of the 19th day of June, 1995 between the
holders of voting trust certificates ("1991 Voting Trust Certificates")
representing shares of Class B Common Stock of Pulitzer Publishing Company, a
Delaware corporation (the "Company"), and Ken J. Elkins, David E. Moore,
Nicholas G. Penniman IV, Emily Rauh Pulitzer, Michael E. Pulitzer, Ronald H.
Ridgway and William F. Woo as Trustees (the "Trustees"), under the Voting Trust
Agreement dated as of the 17th day of January, 1991, between the Depositing
Stockholders (as defined therein) and the Trustees and/or their predecessors
(such Voting Trust Agreement being the "1991 Voting Trust Agreement"):

W I T N E S S E T H :

WHEREAS, the Depositing Stockholders and the Trustees deem it in the best
interest of the Company and its stockholders to terminate the 1991 Voting Trust
Agreement;
WHEREAS, pursuant to Paragraph 20 thereof, the 1991 Voting Trust Agreement
may be terminated with the consent in writing of the holders of sixty-six and
two-thirds percent (66-2/3%) in interest of the then issued and outstanding
1991 Voting Trust Certificates, and holders of such percentage of 1991 Voting
Trust Certificates are signatories hereto;
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the parties hereto hereby agree as follows:
1. The 1991 Voting Trust Agreement is hereby terminated, effective as of
the effective date of this Termination Agreement, as determined pursuant to
paragraph 3 hereof.
2. Upon the effectiveness of this Termination Agreement, the Depositing
Stockholders shall be entitled to receive one or more stock certificates for
their respective shares of Class B Common Stock of the Company held under the
1991 Voting Trust Agreement in accordance with the terms and conditions of that
agreement, subject, however, in the case of each of the Depositing Stockholders
who is a party to a line of credit agreement with Mercantile Bank of St. Louis
N.A. which is secured by a pledge of one or more of his 1991 Voting Trust
Certificates, to the obligations of the Trustees under various documents
executed in connection with the line of credit agreement, including a certain
acknowledgement agreement, by the Trustees (or their predecessors) and/or each
of such Depositing Stockholders.
3. This Termination Agreement shall become effective upon the consent in
writing of the holders of not less than sixty-six and two-thirds percent
(66-2/3%) in interest of the 1991 Voting Trust Certificates issued and
outstanding under the 1991 Voting Trust Agreement at the time of such last
required consent.
4. This Termination Agreement may be executed by the parties hereto, or
any of them, in any number of counterparts, with the same force and effect as
if they had all executed the same instrument.
IN WITNESS WHEREOF, the Trustees have hereunto set their hands and seals
as of the day and year first above written and the Depositing Stockholders
whose signatures are set forth below have signed a counterpart of this
Termination Agreement.

TRUSTEES

/s/ Ken J. Elkins
----------------------------
Ken J. Elkins

/s/ David E. Moore
----------------------------
David E. Moore

/s/ Nicholas G. Penniman IV
----------------------------
Nicholas G. Penniman IV

<PAGE> 3

/s/ Emily Rauh Pulitzer
----------------------------
Emily Rauh Pulitzer

/s/ Michael E. Pulitzer
----------------------------
Michael E. Pulitzer

/s/ Ronald H. Ridgway
----------------------------
Ronald H. Ridgway

/s/ William F. Woo
----------------------------
William F. Woo