<PAGE> 1
As filed with the Securities and Exchange Commission on May 1, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
PULITZER PUBLISHING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 430496290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
900 NORTH TUCKER BOULEVARD
ST. LOUIS MISSOURI 63101
(314) 340-8000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
PULITZER PUBLISHING COMPANY 1997
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
______________________
RONALD H. RIDGWAY
PULITZER PUBLISHING COMPANY
900 NORTH TUCKER BOULEVARD
ST. LOUIS, MISSOURI 63101
(314) 340-8000
(Name, address, and telephone number of agent for service)
______________________
Copies of all communications, including all communications sent to the agent
for service, should be sent to:
RICHARD A. PALMER, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
______________________
(Facing Page Continued on Following Page)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount to offering aggregate Amount of
Title of securities to be be price per offering registra-
registered registered share (1) price (2) tion fee
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value
per share 500,000 $45.63 $22,815,000 $6,913.64
</TABLE>
(1) Calculated by dividing the proposed maximum aggregate offering price
by the amount to be registered.
(2) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee and is the product resulting from
multiplying 500,000, the number of shares registered by this
Registration Statement as to which shares may be granted under the
Pulitzer Publishing Company 1997 Employee Stock Purchase Plan, by
$45.63, the closing price of the Common Stock as reported by the New
York Stock Exchange on April 24, 1997.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Pulitzer Publishing Company (the
"Company") are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.
(ii) The Company's Form 8-A dated June 17, 1993.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document that is also incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby has been passed on for
the Company by Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New
York 10103. Peter J. Repetti, a retired partner of such firm, holds an option
to purchase 5,000 shares of Common Stock and owns 3,666 shares of Common Stock,
and William Bush, a partner of such firm, holds an option to purchase 1,667
shares of Common Stock.
<PAGE> 4
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
grants corporations the power to indemnify their directors, officers, employees
and agents in accordance with the provisions set forth therein.
Article XI of the Certificate of Incorporation of the Company provides
for indemnification of directors, officers, employees and agents of the Company
to the fullest extent provided by law. The Company does not currently maintain
any directors' and officers' liability insurance. Sections 1, 2 and 10 of
Article XI include basic indemnification provisions and provide as follows:
(1) Action Not By or on Behalf of Corporation. The corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against judgments and amounts paid in settlement and expenses (including
attorneys' fees), actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(2) Action By or on Behalf of Corporation. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability and in view of all of the circumstances of the case,
II-2
<PAGE> 5
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
(10) A director's liability to the Corporation for breach of duty to
the Corporation or its stockholders shall be limited to the fullest extent
permitted by Delaware law as now in effect or hereafter amended. In
particular, no director of the Corporation shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation law, as the same exists or hereafter may be amended, or (iv) for
any transaction from which the director derived an improper personal benefit.
If the Delaware General Corporation Law hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Delaware General Corporation law. Any repeal or
modification of this Article by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Corporation existing at the time of such repeal
or modification.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
4.1 -- Pulitzer Publishing Company 1997 Employee Stock
Purchase Plan
5 -- Opinion of Fulbright & Jaworski L.L.P.
23(a) -- Consent of Deloitte & Touche LLP
23(b) -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5)
24 -- Power of Attorney (included in signature page)
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
II-3
<PAGE> 6
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective dates of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the registration statement
is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or
II-4
<PAGE> 7
otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event a claim
for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer, or controlling person of
the registrant in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
II-5
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in St. Louis, Missouri on April 30,
1997.
Pulitzer Publishing Company
/s/ Michael E. Pulitzer
-------------------------------------
By: Michael E. Pulitzer, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael E. Pulitzer and Ronald H.
Ridgway his true and lawful attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority of do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, each acting alone, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Michael E. Pulitzer
- ------------------------ Director, Chairman of April 30, 1997
Michael E. Pulitzer the Board, President and
Chief Executive Officer
II-6
<PAGE> 9
/s/ Ronald H. Ridgway
- --------------------------- Director, Senior Vice April 30, 1997
Ronald H. Ridgway President - Finance
(Principal Financial
and Accounting Officer)
/s/ Ken J. Elkins
- --------------------------- Director, Senior Vice April 30, 1997
Ken J. Elkins President - Broadcast
Operations
/s/ Nicholas G. Penniman IV
- --------------------------- Director, Senior Vice April 30, 1997
Nicholas G. Penniman IV President - Newspaper
Operations
/s/ David E. Moore
- --------------------------- Director April 30, 1997
David E. Moore
/s/ Emily Rauh Pulitzer
- --------------------------- Director April 30, 1997
Emily Rauh Pulitzer
/s/ Alice B. Hayes
- --------------------------- Director April 30, 1997
Alice B. Hayes
/s/ William Bush
- --------------------------- Director April 30, 1997
William Bush
/s/ James M. Snowden, Jr.
- --------------------------- Director April 30, 1997
James M. Snowden, Jr.
II-7
<PAGE> 10
INDEX TO EXHIBITS
Exhibit
No. Description Page No.
- ------- ----------- --------
4.1 Pulitzer Publishing Company 1997 Employee Stock
Purchase Plan
5 Opinion of Fulbright & Jaworski L.L.P.
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5)
24 Power of Attorney (see signature page)
<PAGE> 1
EXHIBIT 4.1
PULITZER PUBLISHING COMPANY
1997 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Plan is to provide eligible
employees of the Company and its Subsidiaries with a convenient way to acquire
shares of the Company's Common Stock. The Plan is intended to qualify as an
"employee stock purchase plan" under Section 423 of the Code, and the Plan will
be interpreted and construed accordingly.
2. Definitions. Wherever used herein, the masculine
includes the feminine, the singular includes the plural, and the following
terms have the following meanings unless a different meaning is clearly
required by the context.
(a) "Account" means the bookkeeping account
established in the name of each Participant to reflect the payroll deductions
made on behalf of the Participant.
(b) "Board" means the Board of Directors of the
Company.
(c) "Code" means the Internal Revenue Code of 1986,
as it now exists and is hereafter amended.
(d) "Committee" means the administrative committee
appointed by the Board to administer the Plan.
(e) "Common Stock" means the common stock of the
Company, $.01 par value per share.
(f) "Company" means Pulitzer Publishing Company, a
Delaware corporation, and any successor corporation.
<PAGE> 2
(g) "Compensation" means the base cash compensation
paid by the Company or a Subsidiary to a Participant which is required to be
reported as wages on the Participant's Form W-2, including such additional
amounts which are not includable in gross income by reason of Sections 125,
402(e) or 402(h)(1)(B) of the Code, and excluding any bonuses, overtime pay,
expense allowances and other irregular payments (except commissions).
(h) "Employee" means an individual who performs
services for the Company or a Subsidiary in an employer-employee relationship.
For purposes of the Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds 90 days and
the individual's right to reemployment is not guaranteed either by statute or
by contract, the employment relationship will be deemed to have terminated on
the 91st day of such leave.
(i) "Enrollment Date" means the first day of an
Offering Period.
(j) "Exercise Date" means the last business day of
an Offering Period.
(k) "Fair Market Value" means the closing sale
price per share of the Common Stock as published by a national securities
exchange on which shares of the Common Stock are traded on such date or, if
there is no sale on such date, on the next preceding date.
(l) "Offering Period" means the calendar quarter
beginning July 1, 1997 and each calendar quarter thereafter; provided, however,
that the Committee shall have the power to change the duration of Offering
Periods and the commencement
-2-
<PAGE> 3
dates thereof without stockholder approval if such change is announced to
Employees at least five days prior to the scheduled beginning of the first
Offering Period resulting from such change.
(m) "Participant" means any Employee for whom an
Account is maintained under the Plan.
(n) "Subsidiary" means a corporation 50% or more of
the total combined voting power of which is owned directly or indirectly by the
Company as described in Section 424(f) of the Code.
3. Stock Subject to the Plan. Subject to the provisions of
Section 11 hereof, the Company may issue and sell a total of 500,000 shares of
its Common Stock pursuant to the Plan. Such shares may be either authorized
and unissued or held by the Company in its treasury. The Committee may cause
the Company to purchase previously issued and outstanding shares of Common
Stock in order to enable the Company to satisfy its obligations hereunder.
4. Administration. The Plan will be administered by a
committee consisting of at least two directors appointed by and serving at the
pleasure of the Board. Subject to the provisions of the Plan, the Committee,
acting in its sole and absolute discretion, will have full power and authority
to interpret the provisions of the Plan, to change the time covered by an
Offering Period, to supervise the administration of the Plan, and to take such
other action as may be necessary or desirable in order to carry out the
provisions of the Plan. A majority of the members of the Committee will
constitute a quorum. The Committee may act by the vote of a majority of its
members present at a meeting at which there is a quorum or by unanimous written
consent. The
-3-
<PAGE> 4
decision of the Committee as to any disputed question, including questions of
construction, interpretation and administration, will be final and conclusive
on all persons. The Committee will keep a record of its proceedings and acts
and will keep or cause to be kept such books and records as may be necessary in
connection with the proper administration of the Plan. The Company shall
indemnify and hold harmless each member of the Committee and any employee or
director of the Company or of a Subsidiary to whom any duty or power relating
to the administration or interpretation of the Plan is delegated from and
against any loss, cost, liability (including any sum paid in settlement of a
claim with the approval of the Board), damage and expense (including legal and
other expenses incident thereto) arising out of or incurred in connection with
the Plan, unless and except to the extent attributable to such person's fraud
or wilful misconduct.
5. Eligibility and Enrollment. An Employee will be
eligible to become a Participant in the Plan on the Enrollment Date coincident
with or next following the date he or she completes one year of employment with
the Company or a Subsidiary. An eligible Employee will become a Participant
for an Offering Period by completing a Plan enrollment form authorizing payroll
deductions and filing it with the Company prior to the Offering Period.
Payroll deductions for a Participant shall commence with the first payroll and
shall end with the last payroll in the Offering Period to which such
authorization is applicable, unless sooner terminated by the Participant in
accordance with the provisions hereof. Notwithstanding any provisions of the
Plan to the contrary, no Employee may be granted the right to purchase Common
Stock under the Plan if and to the extent that:
-4-
<PAGE> 5
(a) immediately after the grant, such Employee would
directly or indirectly own stock and/or hold outstanding options
to purchase stock, possessing 5% or more of the total combined
voting power or value of all classes of stock of the Company
(determined in accordance with Section 424(d) of the Code); or
(b) the Employee's right to purchase stock under all
employee stock purchase plans (within the meaning of Section 423
of the Code) of the Company or a Subsidiary would accrue at a
rate which exceeds $25,000 in fair market value (determined at
the time of grant) for each calendar year in which such right is
outstanding.
6. Payroll Deduction. At the time a Participant enrolls in
the Plan, he or she must elect the amount to be deducted from each paycheck
during the Offering Period(s) covered by the election; provided, however, that
no more than 10% of a Participant's Compensation may be withheld under the Plan
on any pay date, and provided further that the Committee, acting in its
discretion and in a uniform and nondiscriminatory manner, may establish a
minimum required amount or percentage of Compensation which must be withheld
during an Offering Period. All payroll deductions made for a Participant shall
be credited to the Participant's Account. Interest shall not accrue on any
amounts credited to a Participant's Account. The rate of a Participant's
contribution, once established, shall remain in effect for all subsequent
Offering Periods unless changed by the Participant in writing at such time and
in such manner as the Committee may prescribe.
-5-
<PAGE> 6
7. Purchase of Shares. On each Exercise Date, the amount
credited to a Participant's Account shall be used to purchase a whole number of
shares of Common Stock, the number of which will be determined by dividing the
amount credited to the Participant's Account by the purchase price per share.
Any amount remaining in the Participant's Account will be converted to a
fractional share unless the Committee, acting, in its discretion, determines
that fractional shares will not be credited to Participants under the Plan, in
which event, subject to the Participant's continuing withdrawal right, such
amount will be credited to the Participant's Account as of the beginning of the
next Offering Period. Subject to Section 11 of the Plan, the purchase price
per share will be equal to 85% of the Fair Market Value of a share of Common
Stock on the Exercise Date. If the total number of shares of Common Stock to
be purchased as of an Exercise Date, when aggregated with shares of Common
Stock previously purchased for all Employees under the Plan, exceeds the number
of shares then authorized under the Plan, a pro-rata allocation of the
available shares will be made among the Participants based upon the amounts in
their respective Accounts as of the Exercise Date.
8. Discontinuance and Withdrawal of Contributions; Change
of Rate of Payroll Deductions.
(a) Discontinuance or Withdrawal. At any time during
an Offering Period, a Participant may notify the Company that he or she wishes
to discontinue contributions under the Plan. This notice shall be in writing
and shall become effective as soon as practicable following its receipt by the
Company. A Participant may elect to withdraw all, but not less than all, of
the amount of his or her Account at any time
-6-
<PAGE> 7
during an Offering Period except on the Exercise Date with respect to that
Offering Period. If a withdrawal is made during an Offering Period, no further
contributions will be permitted during that Offering Period by the withdrawing
Participant.
(b) Withholding Changes. At any time during an
Offering Period, a Participant may increase or decrease the rate of his or her
payroll deductions by completing or filing with the Company a new enrollment
form authorizing a change in payroll deduction rate. The Committee may, in its
discretion, limit the number of payroll deduction rate changes during any
Offering Period. The change in rate shall be effective as soon as practicable
after the Company's receipt of the new enrollment form.
9. Termination of Employment. Any Participant whose
employment with the Company and its Subsidiaries is terminated for any reason
before an Exercise Date shall thereupon cease being a Participant. The total
amount credited to the Participant's Account during the Offering Period will be
returned to the Participant or, in the case of a deceased Participant, to the
Participant's beneficiary, as soon as practicable after the Participant's
termination of employment.
10. Rights as a Stockholder. No shares of Common Stock will
be issued in respect of the exercise of an option granted under the Plan until
full payment therefor has been made (and/or provided for if all or a portion of
the purchase price is being paid in installments). The holder of an option
will have no rights as a stockholder with respect to any shares covered by an
option until the date a stock certificate for such shares is issued to him or
her. Except as otherwise specifically
-7-
<PAGE> 8
provided herein, no adjustments shall be made for dividends or distributions of
other rights for which the record date is prior to the date such stock
certificate is issued.
11. Capital Changes, Reorganization, Sale.
(a) Adjustments Upon Changes in Capitalization.
The number and class of shares of Common Stock which may be issued under the
Plan, as well as the number and class of shares of Common Stock and the price
per share covered by each right outstanding under the Plan which has not yet
been exercised, shall be adjusted proportionately or as otherwise appropriate
to reflect any increase or decrease in the number of issued shares of Common
Stock resulting from a split-up or consolidation of shares or any like capital
adjustment, or the payment of a stock dividend, and/or to reflect a change in
the character or class of shares covered by the Plan arising from a
readjustment or recapitalization.
(b) Cash, Stock or Other Property for Stock.
Except as otherwise provided in this Section, in the event of an Exchange
Transaction (as defined below), each Participant will be permitted to purchase
Common Stock with the balance of his or her Account immediately prior to such
Exchange Transaction, and any amount credited to a Participant's Account which
is not used to purchase Common Stock before the Exchange Transaction will be
distributed to the Participant. Notwithstanding the preceding sentence, if, as
part of the Exchange Transaction, the stockholders of the Company receive
capital stock of another corporation ("Exchange Stock") in exchange for their
shares of Common Stock (whether or not such Exchange Stock is the sole
consideration), and if the Board, in its sole discretion, so directs, then the
rights of all
-8-
<PAGE> 9
Participants to purchase shares of Common Stock will be converted into rights
to purchase shares of Exchange Stock on an economically equivalent basis.
(c) Definition of Exchange Transaction. For
purposes hereof, the term "Exchange Transaction" means a merger (other than a
merger of the Company in which the holders of Common Stock immediately prior to
the merger have the same proportionate ownership of Common Stock in the
surviving corporation immediately after the merger), consolidation, acquisition
of property or stock, separation, reorganization (other than a mere
reincorporation or the creation of a holding company), liquidation of the
Company or any other similar transaction or event so designated by the Board in
its sole discretion, as a result of which the stockholders of the Company
receive cash, stock or other property in exchange for or in connection with
their shares of Common Stock.
(d) Fractional Shares. In the event of any
adjustment in the number of shares of Common Stock covered by any right
pursuant to the provisions hereof, any fractional shares resulting from such
adjustment will be disregarded and each such right will cover only the number
of full shares of Common Stock resulting from the adjustment.
(e) Determination of Board to be Final. All
adjustments under this Section 11 shall be made by the Board, and its
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive.
12. Amendment and Termination. The Board may amend or
terminate the Plan at any time; provided, however, that, except as otherwise
provided in Section 11 hereof, any amendment which would increase the aggregate
number of shares of
-9-
<PAGE> 10
Common Stock which may be issued under the Plan or modify the class of persons
eligible to participate in the Plan shall be subject to the approval of the
Company's stockholders.
13. Transferability. The rights of a Participant to
purchase Common Stock under the Plan are not assignable or transferable and may
only be exercised during the Participant's lifetime by the Participant. A
Participant may file a written designation of a beneficiary who is to receive
the amount credited to the Participant's Account in the event of the
Participant's death during an Offering Period. A Participant's beneficiary
designation may be changed by the Participant at any time by written notice.
In the event of the death of a Participant and in the absence of a validly
designated beneficiary who is living at the time of the Participant's death,
the Participant's estate will be deemed to be his or her designated
beneficiary.
14. No Rights Conferred. Nothing contained in the Plan
shall be deemed to give any individual any right to be retained in the service
or employ of the Company and its Subsidiaries or to interfere with the right of
the Company and its Subsidiaries to discharge him or her at any time.
15. Use of Funds. All payroll deductions received or held
by the Company under the Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.
16. Legal Requirements. The Committee may impose such other
conditions with respect to the purchase of Common Stock hereunder, including,
without limitation, any conditions relating to the application of federal or
state securities laws, as it may deem necessary or advisable.
-10-
<PAGE> 11
17. Governing Law. The Plan and each option agreement shall
be governed by the laws of the State of Delaware without regard to its conflict
of laws provisions.
18. Decisions and Determinations of Committee to be Final.
Any decision or determination made by the Board pursuant to the provisions
hereof and, except to the extent rights or powers under this Plan are reserved
specifically to the discretion of the Board, all decisions and determinations
of the Committee are final and binding.
19. Stockholder Approval. The Plan shall be effective upon its
adoption by the Board, subject to approval by the stockholders of the Company
within twelve months from the date of adoption by the Board.
-11-
<PAGE> 1
EXHIBIT 5
[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
April 29, 1997
Pulitzer Publishing Company
900 North Tucker Boulevard
St. Louis, Missouri 63101
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of Pulitzer
Publishing Company (the "Company"), relating to 500,000 shares of the Company's
Common Stock, $.01 par value per share (the "Shares"), to be issued under the
Company's 1997 Employee Stock Purchase Plan (the "Plan").
As counsel for the Company, we have examined such corporate
records, other documents, and such questions of law as we have considered
necessary or appropriate for the purposes of this opinion and, upon the basis
of such examination, advise you that in our opinion, all necessary corporate
proceedings by the Company have been duly taken to authorize the issuance of
the Shares pursuant to the Plan and that the Shares being registered pursuant
to the Registration Statement, when issued under the Plan in accordance with
the terms of the Plan, will be duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as a part of the
Registration Statement and to the reference to our name under the heading
"Interests of Named Experts and Counsel" set forth in the Registration
Statement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Act.
Very truly yours,
FULBRIGHT & JAWORSKI L.L.P.
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Pulitzer Publishing Company on Form S-8 of our report dated February 7, 1997,
appearing in the Annual Report on Form 10-K of Pulitzer Publishing Company for
the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Saint Louis, Missouri
May 1, 1997
