<PAGE> 1
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
PULITZER PUBLISHING COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
PULITZER PUBLISHING COMPANY
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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<PAGE> 2
PULITZER PUBLISHING COMPANY
900 NORTH TUCKER BOULEVARD
ST. LOUIS, MISSOURI 63101
(314) 340-8000
March 26, 1997
Dear Fellow Stockholder:
You are cordially invited to attend the Company's Annual Meeting of
Stockholders to be held at 10:00 A.M., Central Daylight Time, on Thursday, April
24, 1997, at the Missouri Botanical Garden, Shoenberg Auditorium, 4344 Shaw
Boulevard, St. Louis, Missouri 63110.
Your Board of Directors urges you to read the accompanying proxy statement
and recommends that you vote for the election of the three persons nominated as
Class B directors of the Company to three-year terms expiring in 2000, for the
proposal to approve the Pulitzer Publishing Company 1997 Employee Stock Purchase
Plan and for the ratification of the appointment of the firm of Deloitte &
Touche LLP as independent auditors of the Company for the 1997 fiscal year.
At the meeting, the Board of Directors will report on the Company's
affairs, and a discussion period will be provided for questions and comments.
The Board of Directors appreciates and encourages stockholder participation
in the Company's affairs. Whether or not you plan to attend the meeting, it is
important that your shares be represented. Accordingly, we request that you
sign, date and mail the enclosed proxy in the envelope provided at your earliest
convenience.
Thank you for your cooperation.
Very truly yours,
Michael E. Pulitzer
MICHAEL E. PULITZER
Chairman of the Board,
President and Chief Executive Officer
<PAGE> 3
PULITZER PUBLISHING COMPANY
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------
St. Louis, Missouri
March 26, 1997
The Annual Meeting of Stockholders of Pulitzer Publishing Company will be
held at the Missouri Botanical Garden, Shoenberg Auditorium, 4344 Shaw
Boulevard, St. Louis, Missouri 63110 on Thursday, April 24, 1997, at 10:00 A.M.,
Central Daylight Time, for the following purposes:
1. To elect three Class B directors to three-year terms expiring in
2000.
2. To consider and vote upon a proposal to approve the Pulitzer
Publishing Company 1997 Employee Stock Purchase Plan.
3. To ratify the appointment of the firm of Deloitte & Touche LLP as
independent auditors of the Company for the 1997 fiscal year.
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on March 7, 1997, will be
entitled to notice of and to vote at the meeting or any adjournment thereof. A
list of such stockholders will be available for inspection ten days prior to the
Annual Meeting at the Company's executive offices, located at 900 North Tucker
Boulevard, St. Louis, Missouri 63101.
Stockholders are requested to complete, date and return the enclosed form
of proxy in the envelope provided. No postage is required if mailed in the
United States.
JAMES V. MALONEY
Secretary
<PAGE> 4
PULITZER PUBLISHING COMPANY
900 NORTH TUCKER BOULEVARD
ST. LOUIS, MISSOURI 63101
------------------
PROXY STATEMENT
------------------
GENERAL INFORMATION
PROXY SOLICITATION
This Proxy Statement is furnished to the holders of the Common Stock, $.01
par value per share ("Common Stock"), and Class B Common Stock, $.01 par value
per share ("Class B Common Stock"), of Pulitzer Publishing Company (the
"Company) in connection with the solicitation of proxies on behalf of the Board
of Directors of the Company for use at the Annual Meeting of Stockholders to be
held on April 24, 1997, or at any adjournment thereof, pursuant to the
accompanying Notice of Annual Meeting of Stockholders. The purposes of the
meeting and the matters to be acted upon are set forth in the accompanying
Notice of Annual Meeting of Stockholders. The Board of Directors knows of no
other business which will come before the meeting.
Proxies for use at the meeting were first mailed to stockholders on or
about March 26, 1997, and will be solicited chiefly by mail, but additional
solicitations may be made by telephone or telegram by the officers or regular
employees of the Company. The Company may enlist the assistance of brokerage
houses in soliciting proxies. All solicitation expenses, including costs of
preparing, assembling and mailing proxy material, will be borne by the Company.
REVOCABILITY AND VOTING OF PROXY
A form of proxy for use at the meeting and a return envelope for the proxy
are enclosed. Stockholders may revoke the authority granted by their execution
of proxies at any time before their effective exercise by filing with the
Secretary of the Company a written revocation or duly executed proxy bearing a
later date or by voting in person at the meeting. Shares represented by executed
and unrevoked proxies will be voted in accordance with the choice or
instructions specified thereon. If no specifications are given, the proxies will
be voted for the election of the three persons nominated as Class B directors of
the Company, for the proposal to approve the Pulitzer Publishing Company 1997
Employee Stock Purchase Plan and for the ratification of the appointment of
Deloitte & Touche LLP as independent auditors of the Company for the 1997 fiscal
year.
The affirmative vote of a plurality of the shares present in person or
represented by proxy and entitled to vote at the meeting is required for the
election of directors and a vote of a majority of the aggregate voting power of
the shares present in person or represented by proxy and entitled to vote at the
meeting is required for the proposal to approve the Pulitzer Publishing Company
1997 Employee Stock Purchase Plan, for the ratification of the appointment of
Deloitte & Touche LLP and for the approval of such other matters as may properly
come before the meeting or any adjournment thereof. A stockholder entitled to
vote for the election of directors can withhold authority to vote for all
nominees or can withhold the authority to vote for any one or more nominees.
Abstentions from the vote regarding the proposal to approve the Pulitzer
Publishing Company 1997 Employee Stock Purchase Plan, the ratification of the
appointment of Deloitte & Touche LLP or the approval of such other matters as
may properly come before the meeting or any adjournment thereof are treated as
votes against the proposal. Broker non-votes are treated as shares as to which
the beneficial owners have withheld voting authority and, therefore, as shares
not entitled to vote on the matter as to which there is a broker non-vote.
1
<PAGE> 5
RECORD DATE AND VOTING RIGHTS
Only stockholders of record at the close of business on March 7, 1997, are
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. The Company had outstanding on March 7, 1997, 6,548,546 shares of
Common Stock, each of which is entitled to one vote upon matters presented at
the meeting, and 15,513,992 shares of Class B Common Stock, each of which is
entitled to ten votes upon matters presented at the meeting. 15,469,711 of the
shares of Class B Common Stock are held in a voting trust. It is expected that
the shares held in the voting trust will be voted for the election of the three
persons nominated as Class B directors, for the proposal to approve the Pulitzer
Publishing Company 1997 Employee Stock Purchase Plan and for the ratification of
the appointment of Deloitte & Touche LLP as independent auditors of the Company
for the 1997 fiscal year. See "Principal Stockholders -- Voting Trust."
2
<PAGE> 6
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock and Class B Common Stock as of March 7,
1997, (i) by each director of the Company, (ii) by each person known by the
Company to own beneficially 5% or more of its Common Stock, (iii) by the
executive officers named in the Summary Compensation Table and (iv) by all
directors and officers as a group.
<TABLE>
<CAPTION>
CLASS B
COMMON STOCK COMMON STOCK PERCENT OF AGGREGATE
------------------- -------------------- VOTING POWER
NUMBER NUMBER OF COMMON STOCK AND
DIRECTORS, OFFICERS AND OF OF CLASS B COMMON
5% STOCKHOLDERS SHARES PERCENT SHARES PERCENT STOCK
----------------------- --------- ------- ---------- ------- --------------------
<S> <C> <C> <C> <C> <C>
Trustees of Pulitzer Voting Trust(1)... -- --% 15,469,711 99.7% 95.7%
Emily Rauh Pulitzer(2)(3).............. -- -- 6,795,036 43.8 42.0
Michael E. Pulitzer(2)(4).............. -- -- 3,817,226 24.6 23.6
David E. Moore(2)(5)................... 182 * 4,078,686 26.3 25.2
James M. Snowden, Jr.(6)............... 8,666 * -- -- **
Peter J. Repetti(6).................... 8,666 * -- -- **
Alice B. Hayes(7)...................... 5,000 * -- -- **
Ronald H. Ridgway(2)(8)................ 153,238 2.3 -- -- **
Ken J. Elkins(2)(9).................... 158,046 2.4 -- -- **
Nicholas G. Penniman IV(2)(10)......... 117,720 1.8 -- -- **
C. Wayne Godsey(11).................... 29,805 * -- -- **
Gabelli Funds, Inc.(12)................ 715,828 10.9 -- -- **
One Corporate Center
Rye, New York 10580-1434
Nicholas Company, Inc.(13)............. 415,466 6.3
701 North Water Street
Milwaukee, Wisconsin 53202
SoGen International Funds(14).......... 685,667 10.5
1221 Avenue of the Americas
New York, New York 10020
All directors and officers as a group
(15 persons)(2)(15).................. 538,305 8.2% 14,690,948 94.7% 91.2%
</TABLE>
- ---------------
* Represents less than 1% of the outstanding Common Stock.
** Represents less than 1% of the aggregate voting power of Common Stock and
Class B Common Stock.
(1) The Trustees of the Pulitzer Voting Trust are Michael E. Pulitzer, David E.
Moore, Emily Rauh Pulitzer, Ken J. Elkins, Nicholas G. Penniman IV, Ronald
H. Ridgway and Cole C. Campbell. The Pulitzer Voting Trust and each of the
individual Trustees may be reached at 900 North Tucker Boulevard, St.
Louis, Missouri 63101.
(2) Excludes shares which may be deemed to be beneficially owned solely as a
trustee of the Pulitzer Voting Trust.
(3) Includes 6,789,747 shares held in trusts. These shares are beneficially
owned by Mrs. Pulitzer.
(4) Includes 2,233 shares beneficially owned by the wife of Michael E.
Pulitzer. Mr. Pulitzer disclaims beneficial ownership of these shares.
(5) Includes 366 shares of Class B Common Stock and 182 shares of Common Stock
beneficially owned by the wife of David E. Moore. Mr. Moore disclaims
beneficial ownership of these shares.
(6) Includes 5,000 shares which may be acquired upon the exercise of options
granted under the 1994 Stock Option Plan which are exercisable within 60
days of the date hereof.
(7) Consists of 5,000 shares which may be acquired upon the exercise of options
granted under the 1994 Stock Option Plan which are exercisable within 60
days of the date hereof.
(8) Includes 131,664 shares which may be acquired upon the exercise of options
granted under the 1986 Employee Stock Option Plan and the 1994 Stock Option
Plan which are exercisable within 60 days of the date hereof.
3
<PAGE> 7
(9) Includes 140,554 shares which may be acquired upon the exercise of options
granted under the 1986 Employee Stock Option Plan and the 1994 Stock Option
Plan which are exercisable within 60 days of the date hereof.
(10) Includes 93,887 shares which may be acquired upon the exercise of options
granted under the 1986 Employee Stock Option Plan and the 1994 Stock Option
Plan which are exercisable within 60 days of the date hereof.
(11) Includes 28,889 shares which may be acquired upon the exercise of options
granted under the 1986 Employee Stock Option Plan and the 1994 Stock Option
Plan which are exercisable within 60 days of the date hereof.
(12) This figure is based on information set forth in Amendment No. 6 to
Schedule 13D dated February 18, 1997, filed by Gabelli Funds, Inc., and its
investment adviser, GAMCO, with the Securities and Exchange Commission. The
Schedule 13D, as amended, states that (i) Gabelli Funds, Inc. has the sole
power to vote, or direct the vote of, and the sole power to dispose or
direct the disposition of, 100,666 of such shares, and (ii) GAMCO has the
sole power to vote, or direct the vote of, 564,498 of such shares, and the
sole power to dispose or direct the disposition of, 613,829 of such shares,
and (iii) Gabelli Asset Management Company International Advisory Services
Ltd. has the sole power to vote, or direct the vote of, and the sole power
to dispose or direct the disposition of, 1,333 of such shares.
(13) This figure is based on information set forth in Amendment No. 1 to
Schedule 13G dated February 12, 1997, filed by Nicholas Company, Inc. with
the Securities and Exchange Commission. The Schedule 13G states that
Nicholas Company, Inc. has the sole power to vote, or direct the vote of,
and the sole power to dispose or direct the disposition of such shares.
(14) This figure is based on information set forth in Amendment No. 1 to
Schedule 13G dated February 14, 1997, filed by SoGen International Fund,
Inc. and its investment adviser, Societe Generale Asset Management Corp.,
with the Securities and Exchange Commission. The Schedule 13G states that
(i) SoGen International Fund, Inc. shares with its investment adviser the
power to vote, or direct the vote of, and the power to dispose or direct
the disposition of 340,000 of such shares, and (ii) Societe Generale Asset
Management Corp. shares with its investment advisor clients the power to
vote, or direct the vote of, and the power to dispose or direct the
disposition of, 345,667 of such shares.
(15) Includes 465,495 shares which may be acquired upon the exercise of options
granted under the 1986 Employee Stock Option Plan and the 1994 Stock Option
Plan which are exercisable within 60 days of the date hereof.
VOTING TRUST
Stockholders of the Company holding 15,469,711 shares of Class B Common
Stock, representing 95.7% of the combined voting power of the Company's
outstanding Common Stock and Class B Common Stock, have entered into an
agreement providing for the creation of a voting trust (the "Voting Trust").
These Class B stockholders have deposited their shares of Class B Common Stock
into the Voting Trust and have received from the Voting Trust one or more
certificates ("Voting Trust Certificates") evidencing their interest in the
shares so deposited.
The current trustees of the Voting Trust are Michael E. Pulitzer, David E.
Moore, Emily Rauh Pulitzer, Ken J. Elkins, Nicholas G. Penniman IV, Ronald H.
Ridgway and Cole C. Campbell (the "Trustees"). The Trustees generally have 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 permits the conversion of the Class B Common Stock deposited in the
Voting Trust into Common Stock in connection with certain permitted transfers,
including, without limitation, sales which are exempt from the registration
requirements of the Securities Act of 1933, as amended, sales which meet the
volume and manner of sale requirements of Rule 144 promulgated thereunder and
sales which are made pursuant to registered public offerings. The Voting Trust
may be terminated with the written consent of holders of two-thirds of the
outstanding Class B Common Stock deposited in the Voting Trust. Unless extended
or terminated by the parties thereto, the Voting Trust expires on January 16,
2001.
4
<PAGE> 8
ELECTION OF DIRECTORS
The members of the Company's Board of Directors are divided into three
classes, with the term of office of one class expiring in each year. Three Class
B Directors are to be elected at the Annual Meeting. Unless otherwise specified,
the enclosed proxy will be voted in favor of Michael E. Pulitzer, Ronald H.
Ridgway and William Bush, to serve until the 2000 Annual Meeting of Stockholders
and until their successors shall have been duly elected and shall qualify. Each
of the nominees, except William Bush, now serves as a Class B director of the
Company. In the event any of these nominees shall be unable to serve as a
director, discretionary authority is reserved to vote for a substitute. The
Board of Directors has no reason to believe that any of these nominees will be
unable to serve.
5
<PAGE> 9
MANAGEMENT
The following table sets forth certain information concerning the Company's
executive officers and directors.
<TABLE>
<CAPTION>
DATE OF TERM
EMPLOYMENT DIRECTOR EXPIRES
NAME, AGE AND CLASS POSITIONS WITH THE COMPANY BY COMPANY SINCE IN
------------------- -------------------------- ---------- -------- -------
<S> <C> <C> <C> <C>
NOMINEES FOR ELECTION AS
CLASS B DIRECTORS
Michael E. Pulitzer; 67(1)............. Director; Chairman of the
Board, President and Chief
Executive Officer 1960 1964 1997
Ronald H. Ridgway; 58.................. Director; Senior Vice President
-- Finance 1970 1979 1997
William Bush; 50....................... -- -- -- --
DIRECTORS CONTINUING IN OFFICE
CLASS C DIRECTORS
David E. Moore; 73(1).................. Director -- 1984 1998
Ken J. Elkins; 59...................... Director; Senior Vice President
-- Broadcasting Operations 1976 1983 1998
Nicholas G. Penniman IV; 59............ Director; Senior Vice President
-- Newspaper Operations 1975 1976 1998
CLASS A DIRECTORS
Emily Rauh Pulitzer; 63(1)............. Director -- 1993 1999
Alice B. Hayes; 59..................... Director -- 1993 1999
James M. Snowden, Jr.; 53.............. Director -- 1986 1999
OTHER EXECUTIVE OFFICERS AND DIRECTOR
EMERITUS
C. Wayne Godsey; 50.................... Executive Vice President and
Director of Pulitzer
Broadcasting Company 1988 -- --
John C. Kueneke; 50.................... Executive Vice President and
Director of Pulitzer
Broadcasting Company 1996 -- --
Peter J. Repetti; 79(2)................ Director -- 1984 1997
Glenn A. Christopher; 75(3)............ Director Emeritus 1940 1968 1997
James V. Maloney; 47................... Secretary 1969 -- --
R. Jeffrey Edwards; 42................. Vice President 1982 -- --
</TABLE>
- ---------------
(1) Michael E. Pulitzer is a cousin of David E. Moore and a brother-in-law of
Emily Rauh Pulitzer.
(2) Immediately following the Annual Meeting of Stockholders, it is contemplated
that Mr. Repetti will be named as director emeritus.
(3) Mr. Christopher's term as a director emeritus will expire as of the date of
the Annual Meeting of Stockholders.
MICHAEL E. PULITZER was elected Chairman of the Board on June 11, 1993, and
has served as President and Chief Executive Officer since April 1986. Mr.
Pulitzer served as Vice Chairman of the Board from April 1984 through March 1986
and as President and Chief Operating Officer from April 1979 through
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<PAGE> 10
March 1984. Pursuant to the terms of Mr. Pulitzer's Employment Agreement, the
Company has agreed to use its best efforts to cause Mr. Pulitzer to be a member
of its Board of Directors.
RONALD H. RIDGWAY, prior to his present position with the Company, served
as Vice President -- Finance from April 1984 through March 1986, as Treasurer
from April 1979 through March 1986, and as Secretary and Assistant Treasurer
from January 1978 through March 1979.
WILLIAM BUSH has been a partner in the law firm of Fulbright & Jaworski
L.L.P. (and its predecessor firm, Reavis & McGrath) since 1977. He is the
partner in charge of the New York office and a member of the Executive Committee
of the firm. The Company has retained, and intends to retain in the future,
Fulbright & Jaworski L.L.P. as attorneys in connection with such legal matters
as it deems appropriate.
DAVID E. MOORE is Editor Emeritus of International Business, which he
founded in 1988 and sold to the Labyrinth Group PLC in June 1995. Mr. Moore is
also Chairman of International Business Network, Inc., an electronics gateway
service. From 1969 through July 1987, Mr. Moore was associated with the
Westchester Business Journal and the Connecticut Business Journal where he
served as Editor and Publisher. He was the owner of those newspapers from 1974
through January 1985. Pursuant to the terms of Mr. Moore's consulting agreement
with the Company, the Company has agreed to use its best efforts to cause Mr.
Moore to be a member of its Board of Directors.
KEN J. ELKINS, prior to his election to his present position with the
Company, served as Vice President -- Broadcast Operations from April 1984
through March 1986 and prior to that time served as a general manager of certain
of the Company's television stations. He is a director of Commerce Bank of St.
Louis.
NICHOLAS G. PENNIMAN IV, prior to his election to his present position with
the Company, served as Vice President -- Newspaper Operations and General
Manager of the St. Louis Post-Dispatch ("Post Dispatch") from April 1984 through
March 1986 and as Assistant General Manager of the Post-Dispatch from January
1978 through March 1984. Mr. Penniman also serves as Publisher of the
Post-Dispatch. He is also a trustee of the Pilot Funds.
EMILY RAUH PULITZER is the widow of Joseph Pulitzer, Jr. Mrs. Pulitzer was
a curator of the St. Louis Art Museum from 1964 through 1973. She currently
serves certain St. Louis and national charitable, civic and arts organizations.
ALICE B. HAYES has been President of the University of San Diego since July
1995. From July 1989 through May 1995, Dr. Hayes was Executive Vice President
and Provost of St. Louis University, St. Louis, Missouri, and for over five
years prior thereto held various academic positions at Loyola University of
Chicago.
JAMES M. SNOWDEN, JR. has been an Executive Vice President and a director
of Huntleigh Securities Corporation since November 6, 1995. Mr. Snowden was a
Vice President of A.G. Edwards & Sons, Inc. from June 1984 through November 3,
1995 and was a director of A.G. Edwards & Sons, Inc. from March 1988 through
February 1994. The Company has retained, and intends to retain in the future,
Huntleigh Securities Corporation as financial advisors in connection with such
financial matters as it deems appropriate.
C. WAYNE GODSEY has served as Executive Vice President since September
1993, and as a Director since January 1995, of Pulitzer Broadcasting Company, a
wholly-owned subsidiary of the Company. From December 1987 until September 1993,
Mr. Godsey served as Vice President/General Manager of KOAT-TV, the Company's
Albuquerque, New Mexico television station.
JOHN C. KUENEKE has served as Executive Vice President since January 1996,
and as a Director since February 1997, of Pulitzer Broadcasting Company, a
wholly-owned subsidiary of the Company. From November 1991 through January 1996,
Mr. Kueneke was employed by KSDK-TV in St. Louis, Missouri as its vice president
and general manager.
PETER J. REPETTI is a retired partner in the law firm of Fulbright &
Jaworski L.L.P. (and its predecessor firm, Reavis & McGrath) in which he was a
partner for over 35 years. The Company has retained, and intends to retain in
the future, Fulbright & Jaworski L.L.P. as attorneys in connection with such
legal
7
<PAGE> 11
matters as it deems appropriate. Mr. Repetti served as a director of the Company
since 1984 and, it is contemplated, will be appointed a director emeritus on
April 24, 1997. Mr. Repetti is also a director of Block Drug Company, Inc.
GLENN A. CHRISTOPHER was elected Director Emeritus on May 13, 1993. Prior
thereto, he served as Director and Vice-Chairman of the Board from April 1986,
as President and Chief Executive Officer from April 1984 through March 1986, and
as Vice President -- Newspaper Operations and General Manager of the
Post-Dispatch from January 1978 through March 1984.
JAMES V. MALONEY has served as Secretary of the Company since January 1984
and was appointed Director of Shareholder Relations in June 1987.
R. JEFFREY EDWARDS has served as Vice President since May 1992. Mr.
Edwards, prior to his election to his present position with the Company, served
as Treasurer from April 1986 until May 1992 and as Director of Taxes from August
1982 through March 1986. From September 1979 through July 1982, he was employed
as a certified public accountant with Ernst & Whinney (predecessor firm to Ernst
& Young LLP).
During 1996, the Board of Directors of the Company held nine meetings and
acted one time by unanimous written consent. Each director attended more that
seventy-five percent (75%) of the Board meetings and meetings of Board
committees on which he or she served.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and certain officers, and persons who own more than ten percent (10%)
of a registered class of the Company's equity securities to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
The Company believes that during the 1996 fiscal year, its officers, directors
and holders of more than 10% of the Company's Common Stock and Class B Common
Stock complied with all Section 16(a) filing requirements except that John C.
Kueneke did not timely file an initial report of ownership required upon his
election as an officer of Pulitzer Broadcasting Company. Mr. Kueneke has since
filed the report.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has an Audit Committee, Compensation
Committee, Executive Committee, Finance Committee, Nominating Committee and
Planning Committee.
The Audit Committee consists of the two directors who are determined to be
independent directors under the corporate responsibility requirements for
companies listed on the New York Stock Exchange. The Audit Committee, which met
two times during 1996, is responsible to the Board of Directors for overseeing
and reviewing audit results and monitoring the effectiveness of internal audit
functions. James M. Snowden, Jr. and Alice B. Hayes currently serve as members
of this Committee.
Compensation Committee Interlocks and Insider Participation
James M. Snowden, Jr., a member of the Compensation Committee, is an
Executive Vice President and a director of Huntleigh Securities Corporation.
Since November 6, 1995, Huntleigh Securities Corporation has had a retainer
relationship with the Company with respect to general financial advisory
services. The Company intends to retain Huntleigh Securities Corporation in the
future as financial advisors in connection with such financial matters as it
deems appropriate.
David E. Moore, a member of the Compensation Committee, is party to a
consulting agreement with the Company pursuant to which the Company paid Mr.
Moore $121,200 in 1996 and to which the Company will pay Mr. Moore $131,200 in
1997. The consulting agreement provides for automatic renewals.
William Bush, an advisory member of the Compensation Committee, is a
partner in Fulbright & Jaworski L.L.P. The Company has retained, and intends to
retain in the future, Fulbright & Jaworski L.L.P. as attorneys in connection
with such legal matters as it deems appropriate.
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<PAGE> 12
The Compensation Committee consists of Michael E. Pulitzer, who is Chairman
and an employee of the Company, and two directors who are not officers of the
Company. The Board of Directors may at its discretion appoint a fourth person,
who, if he is not a director, shall be an advisory member of the Compensation
Committee. The Compensation Committee, which met four times during 1996, renders
advice with respect to compensation matters and administers, among other things,
the Annual Incentive Compensation Plan, the Pulitzer Publishing Company 1994
Stock Option Plan, the Pulitzer Publishing Company 1994 Key Employees'
Restricted Stock Purchase Plan and the Pulitzer Publishing Company 1997 Employee
Stock Purchase Plan. In addition to Michael E. Pulitzer, David E. Moore and
James M. Snowden, Jr. currently serve as members of this Committee. William Bush
serves as an advisory member of this Committee, and it is expected that he will
be named as a member of this Committee after the Annual Meeting of Stockholders.
The Executive Committee consists of the four directors who hold the
positions of President, Senior Vice President -- Finance, Senior Vice President
- -- Newspaper Operations, Senior Vice President -- Broadcasting Operations and
one or more directors who are not officers of the Company. The Executive
Committee, which met three times during 1996, exercises the power and authority
of the Board of Directors during the period between Board meetings, subject to
certain limitations. Michael E. Pulitzer, Ronald H. Ridgway, Nicholas G.
Penniman IV, Ken J. Elkins and David E. Moore currently serve as members of this
Committee.
The Finance Committee consists of the three directors who hold the
positions of President, Senior Vice President -- Finance and Senior Vice
President -- Newspaper Operations and, in the discretion of the Board of
Directors, a fourth person, designated by resolution adopted by a majority of
the whole Board of Directors, who, if he is not a director, shall be an advisory
member. The Finance Committee, which met seven times and acted four times by
unanimous written consent during 1996, may exercise, in general, the authority
of the Board with respect to approval or disapproval of contracts obligating the
Company for more than $25,000 but not more than $350,000 ($700,000 with respect
to the Post-Dispatch). Michael E. Pulitzer, Ronald H. Ridgway and Nicholas G.
Penniman IV currently serve as members of this Committee.
The Nominating Committee consists of two or more directors who are
designated by resolution adopted by a majority of the whole Board. The
Nominating Committee, which met two times in 1996, recommends qualified
candidates to the Board of Directors and/or the stockholders for election as
directors of the Company. David E. Moore, Peter J. Repetti and James M. Snowden,
Jr. currently serve as members of this Committee. It is expected that Michael E.
Pulitzer will replace Mr. Repetti as a member of this Committee after the Annual
Meeting of Stockholders.
The Planning Committee consists of the four directors who hold the
positions of President, Senior Vice President -- Finance, Senior Vice President
- -- Newspaper Operations and Senior Vice President -- Broadcasting Operations
and, in the discretion of the Board of Directors, up to six additional persons,
designated by resolution adopted by a majority of the whole Board of Directors,
each of whom, if he or she is not a director, shall be an advisory member. The
Planning Committee, which met three times during 1996, may consider and develop
short and long-term plans and strategies for the Company for presentation to the
Board of Directors for consideration and appropriate action. Michael E.
Pulitzer, Ronald H. Ridgway, Nicholas G. Penniman IV, Ken J. Elkins, David E.
Moore, Alice B. Hayes, Emily Rauh Pulitzer, Peter J. Repetti and James M.
Snowden, Jr. currently serve as members of this Committee. It is expected that
William Bush will replace Mr. Repetti as a member of this Committee after the
Annual Meeting of Stockholders.
DIRECTOR COMPENSATION
Compensation for non-employee directors is set at $5,000 per year. In
addition, each non-employee director receives $750 for each meeting of the Board
of Directors or any of its committees he or she attends in person or by
telephone, a $1,000 travel allowance if he or she attends in person, and a per
diem payment of $150 for each day he or she stays overnight in St. Louis or
elsewhere in connection with any meeting of the Board of Directors or any of its
Committees.
9
<PAGE> 13
Pursuant to the Pulitzer Publishing Company 1994 Stock Option Plan, options
to purchase 1,667 shares of Common Stock, subject to adjustments for future
capital changes, if any, are automatically granted to each non-employee director
(other than directors who beneficially own 1% or more of any class of capital
stock of the Company) on the date following each Annual Meeting of Stockholders.
The exercise price per share is equal to the fair market value per share of
Common Stock on the date of grant. Unless sooner terminated pursuant to the
terms of the Pulitzer Publishing Company 1994 Stock Option Plan, each option
expires ten years from the date of grant. At present, the non-employee directors
eligible to participate in the Pulitzer Publishing Company 1994 Stock Option
Plan are Dr. Hayes and Messrs. Repetti and Snowden. Upon his election as a
director, Mr. Bush will become a non-employee director.
David E. Moore, a director and member of the Compensation Committee, is
party to a consulting agreement with the Company, dated October 21, 1986,
pursuant to which Mr. Moore provides, at the request of the President,
managerial advice regarding the business operations of the Company and its
subsidiaries and general business advice regarding long-term strategic planning.
For his services under the agreement, Mr. Moore was paid $121,200 in 1996, and
Mr. Moore will be paid $131,200 in 1997. The consulting agreement provides for
automatic renewals unless terminated by either party not later than December 1
of any calendar year.
Peter J. Repetti, a director who will be appointed a director emeritus on
April 24, 1997, is party to an oral consulting agreement with the Company
pursuant to which he functions as a senior advisor with respect to business and
legal matters. The Company pays Mr. Repetti a quarterly fee of $12,500 for his
services under the agreement pursuant to which he received $50,000 in 1996. The
consulting agreement is terminable at any time by either party.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The philosophy of the Company's executive compensation policy is to have
programs which enable the Company to attract and retain key executives, promote
improved corporate performance and are directly linked to increasing stockholder
values. The following guidelines were established in carrying out the Company's
policy:
a) Base salaries should be maintained at levels consistent with competitive
market pay practices.
b) Executives should have a meaningful portion of their compensation at
risk.
c) A portion of executive compensation should be tied to the performance of
the Company.
d) Executive compensation should provide long-term incentives which align
the executive's interests with those of the stockholders.
e) Executive compensation should be subject to objective review by the
Compensation Committee.
In 1996, the Compensation Committee was comprised of four members, three of
whom were directors and one of whom was an advisory member who is a partner in
the law firm that serves as the Company's general counsel. Michael E. Pulitzer
is the only member who is an employee of the Company. Although a member of the
Compensation Committee, Mr. Pulitzer does not participate in decisions relating
to his own compensation. The Committee, from time-to-time, utilizes the services
of independent compensation consultants.
EXECUTIVE COMPENSATION PROGRAM
The Company's executive compensation program is comprised of the following
three key components:
Base Salary -- Base salaries for the executives named in the compensation
tables (the "Named Executives") are reviewed annually by the Compensation
Committee, which takes into account competitive pay levels by making comparisons
with other media companies. The Company participates in an annual media
compensation survey conducted by an independent compensation consultant in order
to have access to competitive pay levels at other media companies. This survey
included 73 media companies which voluntarily participate, including all of the
companies in the S&P Publishing-Newspaper Index but excluding two of the
companies in the S&P Broadcast
10
<PAGE> 14
Media Index. The Committee also considers (i) a number of factors relating to
the particular executive, including individual performance, level of experience,
ability and knowledge of the job and (ii) overall corporate performance,
including operating cash flow, after tax cash flow, net income and earnings per
share, without emphasizing any specific aspect. Collectively, the salaries of
the Named Executives were above the median salaries but below the 75th
percentile for similar executives as reported in the survey. The Committee
believes that the base salary levels are reasonable and necessary to retain
these key employees.
Annual Incentive Compensation Plan -- Under the Annual Incentive
Compensation Plan, an amount, not to exceed 75% of an employee's annual base
salary, may be awarded by the Compensation Committee based on certain criteria.
Participants may earn from 0 to 140% of target bonuses. The Compensation
Committee, based on recommendations made to it by an independent compensation
consultant, has determined that, generally, annual incentive awards should range
from 10% of base salary for junior executives to 50% of base salary for the
chief executive officer. The criterion for bonuses is a quantitative measure
based on the actual level of operating cash flow (operating income before
depreciation and amortization) compared to an operating cash flow goal
established by the Committee at the beginning of the year. The Committee
believes that the Company's operating cash flow performance will be reflected in
stockholder values over the long term. Operating cash flow goals established for
the St. Louis Post-Dispatch (the "Post-Dispatch"), publishing and broadcasting
segments and consolidated were used as performance measurements depending upon
the area(s) of responsibility of the Named Executives. Actual operating cash
flows for 1996 as a percentage of the goals established for the four performance
measurements ranged from 100% to 128%. For 1996, the Named Executives as a group
were paid 136% of their combined target bonus amount.
Stock Compensation -- Stock compensation is comprised of stock options and
restricted stock. These programs provide key executives with an opportunity to
increase their ownership of Company stock, thereby aligning the executives'
interests more closely with those of the stockholders. The Compensation
Committee is responsible for administering the plans. Grant levels are based on
subjective judgment, taking into account individual performance, competitive
practices of other media companies and the number and value of options and
restricted stock held by an individual, without emphasizing any factor. No
particular emphasis is placed on corporate performance. Grants made under the
stock option and restricted stock plans for 1996 to the Named Executives are
reflected in the compensation table. Stock options were granted with an exercise
price equal to the market value of the Common Stock on the date of grant, vest
over three years and are exercisable over ten years. Michael E. Pulitzer was not
eligible to receive any grants of options or shares under the stock option or
restricted stock plans in 1996. The aggregate value of the stock options to
Messrs. Elkins, Penniman, Ridgway and Godsey was between the median and 75th
percentile of the value of long-term incentive grants for similar executives as
reported in the survey. The long-term incentive portion of the survey was
comprised of 30 companies, including all of the companies in the S&P Publishing
(Newspapers) Index but excluding two of the companies in the S&P Broadcast Media
Index.
Changes made in 1993 to the Internal Revenue Code of 1986, as amended (the
"Code"), imposed certain limitations on the deductibility of executive
compensation paid by public companies for taxable years beginning in or after
1994. In general, under the new limitations, the Company will not be able to
deduct annual compensation paid to certain executive officers in excess of
$1,000,000 except to the extent that such compensation qualifies as
"performance-based compensation" (or meets other exceptions not here relevant).
Non-deductibility would result in additional tax cost to the Company. It is
possible that at least some of the cash and equity-based compensation paid or
payable to the Company's executive officers will not qualify for the
"performance-based compensation" exclusion under the deduction limitation
provisions of the Code. Nevertheless, the Committee anticipates that in making
compensation decisions it will give consideration to the net cost to the Company
(including, for this purpose, the potential limitation on deductibility of
executive compensation). Indeed, to lessen the likelihood that a portion of
Michael E. Pulitzer's or any other senior executive's compensation for any year
will not be nondeductible, the Board of Directors adopted the Pulitzer
Publishing Company Senior Executive Deferred Compensation Plan (the "Deferred
Compensation Plan") pursuant to which payment of senior executives' bonus
compensation will be deferred to the extent necessary to avoid a loss of
deduction by the Company. In 1996, a total of $451,331 of Mr. Pulitzer's
compensation was deferred under the Deferred Compensation Plan. Compensation
deferred under the Deferred Compensation
11
<PAGE> 15
Plan is an unsecured obligation of the Company, bears interest at an annual rate
equal to the one-year Treasury rate at the beginning of each year and, in
general, will be paid or begin being paid following the date of the termination
of a participating executive's employment with the Company. Nevertheless, there
is no assurance that all of the compensation paid or payable to Mr. Pulitzer or
certain other executives for any year will be deductible in full by the Company.
CHIEF EXECUTIVE OFFICER COMPENSATION
Michael E. Pulitzer's base salary for 1996 was increased to $850,000 from
$800,000 (effective January 1, 1996). Mr. Pulitzer was awarded a bonus under the
Company's Annual Incentive Compensation Plan for 1996 of $595,000, of which
$451,331 was deferred. His target bonus was set at 50% of base salary. The
actual bonus paid represented 140% of the target. One hundred percent of the
bonus was based on the achievement of consolidated operating cash flow measured
against the goal established by the Compensation Committee for 1996. The
aggregate compensation paid to Mr. Pulitzer in 1996 was deemed appropriate by
the Committee (without the participation of Mr. Pulitzer) considering the
overall performance of the Company, taking into account the Company's operating
cash flow, after tax cash flow, net income and earnings per share, and the
performance of Mr. Pulitzer, including his years of experience and stature in
the publishing and broadcasting industries. The total compensation paid to Mr.
Pulitzer in 1996 was approximately at the median of the total compensation,
including long term incentives, of chief executive officers of similar media
companies. As stated above, Mr. Pulitzer does not participate in the Company's
long-term stock compensation plans.
Compensation Committee
of the Board of Directors:
MICHAEL E. PULITZER, Chairman
DAVID E. MOORE
JAMES M. SNOWDEN, JR.
WILLIAM BUSH, Advisory Member
12
<PAGE> 16
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows the compensation paid each
of the last three fiscal years to the five most highly compensated executive
officers of the Company for 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- ------------------------- -------
(B) (C) (D) (E) (F) (G) (H) (I)
(A) OTHER ANNUAL RESTRICTED OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL COMPENSATION STOCK AWARDS SARS(2) PAYOUTS COMPENSATION(3)
POSITION YEAR SALARY($) BONUS($) ($) ($) (#) ($) ($)
------------------ ---- --------- -------- ------------ ------------ -------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael E. 1996 $850,000 $597,676 $0 $0 $0 $ 6,135
Pulitzer................... 1995 800,000 441,072 0 0 0 0 8,775
Chairman of the Board, 1994 769,154 500,500 0 0 0 0 9,307
President and Chief
Executive Officer
Ken J. Elkins................ 1996 390,000 220,326 0 0 32,000 0 15,077
Senior Vice President -- 1995 364,000 204,589 0 51,081(1) 30,000 0 15,986
Broadcasting Operations 1994 349,540 182,000 0 0 33,333 0 16,450
Nicholas G. Penniman IV...... 1996 304,000 139,880 0 0 15,000 0 5,500
Senior Vice President -- 1995 292,000 130,624 0 51,081(1) 16,667 0 6,452
Newspaper Operations 1994 279,737 143,360 0 0 25,000 0 7,350
Ronald H. Ridgway............ 1996 281,000 158,505 0 0 20,000 5,464
Senior Vice President -- 1995 255,000 137,658 0 51,081(1) 20,000 0 6,413
Finance 1994 244,615 127,400 0 0 25,000 0 7,350
C. Wayne Godsey.............. 1996 217,000 91,843 0 0 4,000 4,818
Executive Vice President 1995 201,552 95,551 0 0 12,000 0 5,100
Pulitzer Broadcasting 1994 193,727 90,578 0 0 6,667 0 5,297
Company
</TABLE>
- ---------------
(1) The grant was for 2,083 shares representing a value of $51,081 based on the
closing price of the Common Stock of $24.525 on the date of grant. At
December 31, 1996, the value of each of the grants was $96,318. All of the
stock vested upon grant, and dividends have been paid thereon. None of the
named Executive Officers holds restricted stock which did not fully vest
upon grant.
(2) Stock options have been adjusted for 1995 and 1994 to reflect the impact of
a Common Stock and Class B Common Stock split, effected in the form of a
25% stock dividend, declared by the Company's Board of Directors on January
4, 1995 and a Common Stock and Class B Common Stock split, effected in the
form of a 33.3% stock dividend, declared by the Company's Board of
Directors on September 12, 1996.
(3) Includes (i) the Company's contributions to the Pulitzer Retirement Savings
Plan, in the amount of $5,230, $5,230, $5,230, $5,230 and $4,818,
respectively, in the cases of Messrs. Pulitzer, Elkins, Penniman, Ridgway
and Godsey, (ii) income assessed which was related to split dollar
insurance of $905, $347, $270, and $234, respectively, in the cases of
Messrs. Pulitzer, Elkins, Penniman, and Ridgway and (iii) the Company's
payment of an annual auto allowance to Ken J. Elkins of $9,500 in 1996 and
1995 and $9,100 in 1994.
13
<PAGE> 17
The following table provides information on option grants in fiscal 1996 to
the named executive officers:
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F) (G)
POTENTIAL REALIZABLE
VALUE AT
% OF TOTAL END OF OPTION TERM
OPTIONS ASSUMING
GRANTED TO ANNUAL STOCK PRICE
OPTIONS EMPLOYEES IN APPRECIATION RATES OF:
GRANTED FISCAL EXERCISE PRICE EXPIRATION ----------------------
NAME (SHARES)(1) 1996(2) (PER SHARE) DATE 5%($) 10%($)
---- ----------- ------------ -------------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Michael E. Pulitzer............ 0 0% $ .00 -- $ 0 $ 0
Ken J. Elkins.................. 32,000 17.8 46.25 12/18/06 930,880 2,358,720
Nicholas G. Penniman IV........ 15,000 8.3 46.25 12/18/06 436,350 1,105,650
Ronald H. Ridgway.............. 20,000 11.1 46.25 12/18/06 581,800 1,474,200
C. Wayne Godsey................ 4,000 2.2 46.25 12/18/06 116,360 294,840
</TABLE>
- ---------------
(1) Each option becomes exercisable in one-third increments over a three-year
period on the anniversary date of the grants.
(2) Based on an aggregate of 179,809 stock options granted to all employees in
fiscal 1996.
The following table provides information on option/SAR exercises in fiscal
1996 by the named executive officers and the value of such officers' unexercised
options/SARs at December 31, 1996:
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1996 OPTION VALUES
<TABLE>
<CAPTION>
EXERCISES DURING YEAR FISCAL YEAR-END
- ---------------------------------------------------------- ------------------------------------------------------------
(A) (B) (C) (D) (E)
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY
SHARES (SHARES) OPTIONS/SARS($)(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael E. Pulitzer......... 0 $ 0 0 0 $ 0 $ 0
Ken J. Elkins............... 0 0 140,554 63,111 4,049,502 511,595
Nicholas G. Penniman IV..... 0 0 93,887 34,446 2,701,170 337,666
Ronald H. Ridgway........... 3,605 140,588 131,664 41,668 3,872,643 363,983
C. Wayne Godsey............. 0 0 28,889 15,113 784,306 161,755
</TABLE>
- ---------------
(1) Computed based upon the difference between closing price of the Company's
Common Stock on December 31, 1996, and the exercise price. Stock options and
stock prices have been adjusted to reflect the impact of a Common Stock and
a Class B Common Stock split, effected in the form of a 25% stock dividend,
declared by the Company's Board of Directors on January 4, 1995 and a Common
Stock and Class B Common Stock split, effected in the form of a 33.3% stock
dividend, declared by the Company's Board of Directors on September 12,
1996.
Pulitzer Publishing Company Pension Plan. Effective January 1, 1989, the
Board of Directors of the Company established the Pulitzer Publishing Company
Pension Plan (the "Pension Plan"). Generally, the Pension Plan provides
retirement benefits to non-union employees of the Company and all employees of
the Company's broadcasting subsidiaries. The Company's executive officers are
covered under the Pension Plan.
Pursuant to a plan merger in 1989, the Pension Plan received assets from
and assumed liabilities of the Joseph Pulitzer Pension Plan (with respect to
non-union employees of the Company) and a number of separate pension plans which
previously covered employees of the Company's broadcasting subsidiaries. The
Joseph Pulitzer Pension Plan continues to cover certain union and other present
or retired employees, including Glenn A. Christopher, not covered by the Pension
Plan.
14
<PAGE> 18
Generally, the Pension Plan provides a monthly retirement income benefit,
commencing at normal retirement age (later of age 65 or five years of service),
based upon previous accruals under the defined benefit plans merged into the
Pension Plan, as well as future benefit accruals of (i) 1.5% of "monthly
earnings" for each year of post-1988 service up to 25 years, (ii) 1% of "monthly
earnings" for each year of post-1988 service beyond 25 years and (iii) .5% of
"monthly earnings" in excess of "covered compensation" for each year of service
up to a total of 35 years (subject to certain limitations). Generally, monthly
earnings means the monthly average of an employee's base earnings in the
specified years, and covered compensation means base compensation with respect
to which social security benefits are earned. Retirement benefits become
nonforfeitable when a covered employee completes five years of service. A
covered employee may retire with reduced benefits after attaining age 55 and
completing five years of service.
Total estimated annual retirement benefits for Michael E. Pulitzer, Ken J.
Elkins, Nicholas G. Penniman IV, Ronald H. Ridgway and C. Wayne Godsey under the
Pension Plan, assuming they continue in their current positions at their current
levels of compensation and retire at age 65 (or at the present date if older
than 65), are $59,443, $70,630, $69,088, $64,308 and $59,278, respectively. The
following table shows the estimated annual pension payable under the Pension
Plan to persons retiring at age 65. The table reflects the fact that the
benefits provided by the Pension Plan's formula are subject to certain
limitations under the Internal Revenue Code of 1986, as amended (the "Code").
<TABLE>
<CAPTION>
ESTIMATED ANNUAL PENSION BENEFITS
ANNUAL FOR YEARS OF SERVICES INDICATED
COMPENSATION -----------------------------------------------
AT RETIREMENT 15 YRS. 20 YRS. 25 YRS. 30 YRS. 35 YRS.
- ------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$150,000.................. $30,498 $36,326 $40,733 $42,010 $42,766
200,000.................. 41,397 49,411 55,532 57,479 58,731
250,000.................. 45,802 61,070 70,330 72,947 74,696
300,000.................. 45,802 61,070 76,337 87,604 90,661
350,000.................. 45,802 61,070 76,337 87,604 98,872
400,000.................. 45,802 61,070 76,337 87,604 98,872
450,000.................. 45,802 61,070 76,337 87,604 98,872
500,000.................. 45,802 61,070 76,337 87,604 98,872
</TABLE>
- ---------------
This table reflects the fact that the benefit provided by the Pension Plan's
formula is subject to certain constraints under the Internal Revenue Code. For
1997, the maximum annual benefit is $125,000 under Code Section 415.
Furthermore, under Code Section 401(a)(17), the maximum annual compensation that
may be reflected in 1997 is $160,000. These dollar limits are subject to cost of
living increases in future years.
Supplemental Executive Benefit Pension Plan. In 1986, the Board of
Directors of the Company adopted an unfunded Supplemental Executive Benefit
Pension Plan (the "Supplemental Plan") to provide supplemental retirement
benefits to such executive officers and highly compensated employees of the
Company as are selected from time to time by the Board of Directors. The
Supplemental Plan will provide an annual retirement benefit equal to 40% of the
executive's final three-year average compensation (proportionally reduced for
service under 25 years), less the amounts payable under any qualified defined
benefit pension plans (including the Pension Plan) or defined contribution plan
(exclusive of employee contributions and earnings thereon) maintained by the
Company. The Supplemental Plan also provides for retirement benefits in reduced
amounts in the event of early retirement between ages 55 and 65 after ten years
of service and for a surviving spouses's benefit (equal to one-half of the
benefit otherwise payable) if death occurs while an executive is still employed
or after benefits have commenced. The estimated credited years of service for
Michael E. Pulitzer, Ken J. Elkins, Nicholas G. Penniman IV, Ronald H. Ridgway
and C. Wayne Godsey under the Supplemental Plan are 36 years, 35 years, 21
years, 25 years and 9 years, respectively. See "Employment and Other Agreements"
for a description of the Company's individual supplemental retirement
arrangements with Glenn A. Christopher.
15
<PAGE> 19
The following table shows the estimated annual pension benefits payable,
inclusive of amounts payable under the Pension Plan and defined contribution
plan (exclusive of employee contributions and earnings thereon), to persons
retiring at age 65 in the specified compensation and years-of-service
classifications. The Supplemental Plan benefit is the difference between the
total benefit shown in the following table and the amounts payable under the
Pension Plan and defined contribution plan (exclusive of employee contributions
and earnings thereon). Total estimated annual retirement benefits for Michael E.
Pulitzer, Ken J. Elkins, Nicholas G. Penniman IV, Ronald H. Ridgway and C. Wayne
Godsey under the Supplemental Plan, assuming they continue in their current
positions at their current levels of compensation and retire at 65 (or at the
present date if older than 65), are $398,709, $151,874, $91,072, $84,703 and
$44,313, respectively.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL PENSION BENEFITS
FINAL THREE- FOR YEARS OF SERVICE INDICATED
YEAR AVERAGE ----------------------------------------------------
COMPENSATION 15 YRS. 20 YRS. 25 YRS. 30 YRS. 35 YRS.
- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$150,000............ $ 36,000 $ 48,000 $ 60,000 $ 60,000 $ 60,000
200,000............ 48,000 64,000 80,000 80,000 80,000
250,000............ 60,000 80,000 100,000 100,000 100,000
300,000............ 72,000 96,000 120,000 120,000 120,000
350,000............ 84,000 112,000 140,000 140,000 140,000
400,000............ 96,000 128,000 160,000 160,000 160,000
450,000............ 108,000 144,000 180,000 180,000 180,000
500,000............ 120,000 160,000 200,000 200,000 200,000
</TABLE>
Pulitzer Retirement Savings Plan. The Company also maintains the Pulitzer
Retirement Savings Plan (the "Retirement Savings Plan") for the benefit of
employees of the Company and certain subsidiaries. The Retirement Savings Plan
is intended to be a qualified plan under Section 401(a) of the Code, and
contains a qualified cash or deferred arrangement as described under Section
401(k) of the Code. The Retirement Savings Plan is funded through the Company's
contributions and participating employees' elective 401(k) deferrals. Generally,
employees may defer through payroll deductions up to 16% of their regular salary
(10% if annual salary equals or exceeds $66,000, subject to adjustment each
year), but not more than the annual 401(k) limit which, for 1997, is $9,500. The
Company's executive officers receive a 50% match of employee elective deferrals
up to a maximum of 2% of covered compensation plus $40 per month ($50 per month
effective January 1, 1997).
The Company's contributions under the Retirement Savings Plan for the
accounts of the five most highly compensated executive officers of the Company
are included in the amount of cash compensation set forth opposite their names
on the Summary Compensation Table set forth on page 13.
Pulitzer Publishing Company 1997 Employee Stock Purchase Plan. In 1997,
the Company's Board of Directors adopted, subject to stockholder approval, the
Pulitzer Publishing Company 1997 Employee Stock Purchase Plan. See "Proposal to
Approve the Adoption of the Pulitzer Publishing Company 1997 Employee Stock
Purchase Plan" for information concerning this Plan.
Split Dollar Life Insurance Plans. In December 1996, the Company
established so-called split dollar life insurance plans (the "Split Dollar
Plans") for Michael E. Pulitzer, Ken J. Elkins, Nicholas G. Penniman IV and
Ronald H. Ridgway. Pursuant to the Split Dollar Plans, the Company will make
annual premium payments on behalf of such executives in the aggregate annual
amount of approximately $793,000 for 11 years and an amount of approximately
$418,000 for the next year. These projected premium amounts assume an underlying
investment return of 8% per annum and are based on the current mortality and
expense charges of the underwriting insurance company. Upon an executive's
death, the Company will receive the greater of the cash value or the cumulative
premium outlay with respect to his Split Dollar Plan and his beneficiary will
receive the death benefit only. The Split Dollar Plans provide the executives
with insurance benefits at a lower cost than if the insurance was purchased by
each executive individually.
16
<PAGE> 20
Other Insurance Benefits. In 1986, the Board of Directors adopted an
insurance benefit program for certain of its executive officers and key
employees to provide group life, accidental death and dismemberment and
long-term disability insurance coverage in addition to the nondiscriminatory
group life and accidental death and dismemberment insurance coverage maintained
by the Company for all its employees. The group life insurance benefit was
increased to equal 1 1/2 times the executive's total annual compensation, but in
no event may it exceed $250,000. Upon retirement, the group life insurance
coverage is reduced to $50,000. The accidental death and dismemberment coverage
equals the amount of the group life insurance benefit and terminates upon
retirement.
Long-term disability insurance coverage was instituted to provide a salary
replacement equal to 60% of total compensation, subject to a maximum monthly
benefit payment of $10,000. Benefits are payable after the ninetieth day of
total disability and continue for the duration of the disability or until age
65. Executives who become disabled after age 60 are entitled to reduced
benefits. Benefits are integrated with other sources of disability income, such
as Social Security Disability Income.
Employment and Other Agreements. The Company has an employment agreement
with Michael E. Pulitzer which provided for a base salary of $850,000 per annum
effective January 1, 1996. The agreement has a one-year term and provides for
automatic successive one-year terms with payment of such base salary as shall be
mutually agreed by Michael E. Pulitzer and the Company, unless notice is given
by either party to the contrary. The employment agreement was renewed for 1997,
providing for a base salary of $920,000 per annum. In order to lessen the
likelihood that compensation payable to Mr. Pulitzer will not be deductible by
the Company, Mr. Pulitzer has agreed to defer the payment to him of compensation
in excess of $1 million. For the 1996 fiscal year, this amount was $451,331. The
deferred compensation is an unsecured obligation of the Company, bears interest
at an annual rate equal to the one-year treasury rate at the beginning of each
year (commencing January 1, 1995), and, unless such amount can be paid earlier
without the loss of deduction by the Company, such amount will be paid to Mr.
Pulitzer on the first day of the calendar year next following the date of the
termination of Mr. Pulitzer's employment.
The Company has a consulting agreement and two supplemental retirement
benefit agreements with Glenn A. Christopher. The consulting agreement, as
amended and effective May 1, 1993 (the "Consulting Agreement"), provided for the
payment of $25,000 for the period of May 1, 1993 through April 30, 1996 in
respect of consulting services provided by him to the Company. The first
supplemental retirement benefit agreement, dated June 5, 1984 (the "First
Supplemental Agreement"), provides for a supplemental retirement benefit of
$100,000 (plus interest thereon at an annual rate of 120 basis points below the
interest rate on the first business day of the year of the U.S. Government 12%
Treasury Bond maturing in August of 2013) to be paid to Mr. Christopher in 180
monthly installments following the termination of his employment with the
Company. The Company and Mr. Christopher agreed in the Consulting Agreement to
defer the payment of the benefits to which Mr. Christopher is entitled under the
First Supplemental Agreement until such date as mutually agreed by them, and
they have agreed that payment of benefits will commence May 1, 1997. The second
supplemental retirement benefit agreement, dated October 26, 1984 (the "Second
Supplemental Agreement"), provides for an annual supplemental retirement benefit
equal to $90,000 to be reduced to $45,000 upon his death, so long as his wife
shall survive him. All such payments, however, are to be reduced by $52,986
received by Mr. Christopher or by $26,493 to be received by his wife, if she
survives him, under the Joseph Pulitzer Pension Plan. Payments to Mr.
Christopher commenced under the Second Supplemental Agreement following his
termination of employment with the Company on August 31, 1988.
17
<PAGE> 21
STOCK PERFORMANCE GRAPH
The Stock Price Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
(PULITZER, S&P 500, S&P PUBLISHING (NEWSPAPERS) INDEX, S&P BROADCAST (TV, RADIO,
CABLE) INDEX)
PULITZER PUBLISHING COMPANY
RELATIVE MARKET PERFORMANCE
TOTAL RETURN 1991-1996
<TABLE>
<CAPTION>
MEASUREMENT PERIOD PULITZER S&P 500 PUBLISHING BROADCAST
(FISCAL YEAR COVERED) PUBLISHING INDEX (NEWSPAPER)- (TV,
500 RADIO,CABLE)-
500
<S> <C> <C> <C> <C>
DEC91 100.00 100.00 100.00 100.00
DEC92 158.04 107.62 111.83 121.73
DEC93 183.82 118.46 129.52 170.76
DEC94 208.91 120.03 119.65 158.55
DEC95 314.86 165.13 150.75 207.55
DEC96 412.33 203.05 191.66 170.13
</TABLE>
The total cumulative return on investment (change in the year-end stock
price plus reinvested dividends) for each of the periods for the Company, the
S&P 500 Composite, the S&P Publishing (Newspapers) Index and the S&P Broadcast
Media Index is based on the stock price or composite index at the end of fiscal
1991.
The above graph compares the performance of the Company with that of the
S&P 500 Companies, the S&P Publishing (Newspapers) Index and the S&P Broadcast
(TV, Radio, Cable) Index, with the investment weighted on market capitalization.
Companies included in the S&P Publishing-Newspapers Index are: Gannett Co.,
Inc., Knight-Ridder, Inc., The New York Times Company and Tribune Company.
Companies included in the S&P Broadcast Media Index are: Comcast Corp.,
Tele-Communications, Inc., and U.S. West Media Group.
18
<PAGE> 22
PROPOSAL TO APPROVE THE ADOPTION OF THE PULITZER PUBLISHING COMPANY
1997 EMPLOYEE STOCK PURCHASE PLAN
On January 28, 1997, the Company's Board of Directors unanimously adopted
the Pulitzer Publishing Company 1997 Employee Stock Purchase Plan (the "Plan"),
subject to stockholder approval. The Plan allows eligible employees to authorize
payroll deductions for the periodic purchase of the Company's Common Stock
("Common Stock") at a price generally equal to 85% of the Common Stock's fair
market value. The Board of Directors believes the Plan will encourage broader
stock ownership by employees who might not otherwise own Common Stock and who,
as owners of Common Stock, will have a greater incentive to contribute to the
profitability and long term growth of the Company.
The principal features of the Plan are summarized below. This summary is
qualified in its entirety by the provisions of the Plan, a copy of which is
annexed hereto as Exhibit A.
In general, all employees of the Company and its subsidiaries are eligible
to participate in the Plan after completing at least one year of employment. For
this purpose, a subsidiary is any corporation at least 50% of the stock of which
is owned directly or indirectly by the Company. Nonemployee directors and
employees of noncorporate affiliates are not eligible to participate in the
Plan.
Subject to appropriate adjustment for stock splits and other capital
changes, the Company may sell a total of 500,000 shares of its Common Stock
under the Plan. Shares sold under the Plan may be authorized and unissued or
held by the Company in its treasury. The Company may purchase shares for resale
under the Plan.
Participation in the Plan is completely voluntary. Employees who choose to
enroll in the Plan must designate the portion of their base cash compensation
(limited to 10%) to be withheld during each Plan offering period. Unless
changed, an offering period is each three-month calendar quarter. If the Plan is
approved by the Company's stockholders, the first offering period will be the
calendar quarter beginning July 1, 1997. An employee's payroll deductions will
be adjusted downward or refunded to the extent necessary to ensure that he or
she will not purchase during any calendar year Common Stock that has a fair
market value greater than $25,000 (determined under the rules of the Internal
Revenue Service).
The amount of an employee's payroll deductions under the Plan will be
credited to an account maintained in the employee's name. At the end of each
offering period, the amount credited to a participant's account will be applied
to the purchase of shares of Common Stock from the Company at a price equal to
85% of the fair market value of the Common Stock at that time.
An employee may elect to terminate his or her participation during an
offering period. An employee's participation will automatically terminate upon
the termination for any reason of his or her employment with the Company and its
subsidiaries. Upon termination of participation, payroll deductions will cease
and the amount credited to the participant's account (representing previous
uninvested payroll deductions) will be paid in cash to the participant (or the
participant's beneficiary). A participant who voluntarily withdraws from the
Plan during an offering period may re-enroll for any subsequent offering period
for which he or she is an eligible employee.
The Plan will be administered by the Compensation Committee. Subject to the
provisions of the Plan, the Compensation Committee, acting in its sole and
absolute discretion, will have full power and authority to construe, interpret
and apply the terms of the Plan. The Board of Directors may amend or terminate
the Plan at any time, subject to stockholder approval in the case of amendments
changing the class of persons eligible to participate in the Plan or increasing
the number of shares of Common Stock which may be sold under the Plan (other
than increases attributable to capital changes in accordance with the provisions
of the Plan).
Federal Income Tax Consequences
The Plan is intended to qualify as an "employee stock purchase plan" within
the meaning of Section 423 of the Code. Amounts withheld from an employee's pay
under the Plan constitute ordinary income as if such
19
<PAGE> 23
amounts had been paid outright to the employee. No income is realized by an
employee at the end of an offering period when shares of Common Stock are
purchased with the amount in the employee's payroll deduction account. Income or
loss is realized when shares acquired under the Plan are sold or otherwise
disposed of by the employee. In general, if the sale or other distribution
occurs more than two years after the beginning of the offering period in which
the shares were acquired, then gain realized will be treated as ordinary income
in an amount up to 15% of the lesser of (a) the fair market value of the shares
at the beginning of the offering period or (b) the fair market value of the
shares at the end of the offering period. The balance of the gain, if any, will
be treated as long-term capital gain. If the sale or other disposition occurs
within said two-year period, then the gain realized will be treated as ordinary
income in an amount up to the excess of the fair market value of the shares at
the end of the offering period (i.e., when the shares are acquired) in which
they were acquired over the purchase price paid for the shares, and the Company
will be entitled to a corresponding deduction. The remaining gain, if any, will
be treated as capital gain.
The Plan is not qualified under Section 401(a) of the Code.
It is not possible at this time to determine who may elect to participate
in the Plan. Such election will be made by each eligible participant. Michael E.
Pulitzer is not eligible to participate in the Plan.
The affirmative vote of the holders of a majority of the aggregate voting
power of the Company's shares of Common Stock and Class B Common Stock
represented in person or by proxy at the Annual Meeting is required for the
adoption of the Proposal.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE ADOPTION
OF THE PULITZER PUBLISHING COMPANY 1997 EMPLOYEE STOCK PURCHASE PLAN.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Although the by-laws of the Company do not require the submission of the
selection of independent auditors to the stockholders for approval, the Board of
Directors considers it desirable that its appointment of independent auditors be
ratified by the stockholders. Deloitte & Touche LLP has been the independent
auditors for the Company and will serve in that capacity for the 1997 fiscal
year. The Board of Directors will ask the stockholders to ratify the appointment
of this firm as independent auditors for the Company at the Annual Meeting.
A representative of Deloitte & Touche LLP will be present at the Annual
Meeting, will have an opportunity to make a statement if he desires to do so,
and will be available to respond to appropriate questions from the stockholders.
STOCKHOLDER PROPOSALS
All stockholder proposals that are intended to be presented at the 1998
Annual Meeting of Stockholders of the Company must be received by the Company no
later than December 5, 1997, for inclusion in the Board of Directors' proxy
statement and form of proxy relating to such meeting.
20
<PAGE> 24
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
meeting. However, if any other business properly comes before the meeting, it is
the intention of the persons named in the enclosed proxy to vote on such matters
in accordance with their best judgment. The prompt return of your proxy will be
appreciated. Therefore, whether or not you expect to attend the meeting, please
sign the proxy and return it in the enclosed envelope.
By Order of the Board of Directors
JAMES V. MALONEY
Secretary
Dated: March 26, 1997
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K WILL BE SENT WITHOUT
CHARGE TO ANY STOCKHOLDER REQUESTING IT IN WRITING FROM: PULITZER PUBLISHING
COMPANY, ATTN: JAMES V. MALONEY, SECRETARY, 900 NORTH TUCKER BOULEVARD, ST.
LOUIS, MISSOURI 63101.
21
<PAGE> 25
EXHIBIT A
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.
(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 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.
A-1
<PAGE> 26
(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 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:
(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.
A-2
<PAGE> 27
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 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 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,
A-3
<PAGE> 28
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 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
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.
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
A-4
<PAGE> 29
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.
A-5
<PAGE> 30
PULITZER PUBLISHING COMPANY
THIS PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 24, 1997
P Michael E. Pulitzer and David E. Moore, and each of them, as the true and
R lawful attorneys, agents and proxies of the undersigned, with full power of
O substitution, are hereby authorized to represent and to vote, as
X designated below, all shares of Common Stock of Pultizer Publishing Company
Y held of record by the undersigned on March 7, 1997 at the Annual Meeting of
Stockholders to be held at 10:00 A.M., Central Daylight Time, on April 24,
1997, at the Missouri Botanical Garden, Shoenberg Auditorium, 4344 Shaw
Boulevard, St. Louis, Missouri 63110 and at any adjournment thereof.
Any and all proxies heretofore given are hereby revoked.
Discretionary authority is hereby granted with respect to such other
matters as may properly come before the meeting.
The signer acknowledges receipt of the Notice of Annual Meeting of
Stockholders and the Proxy Statement furnished therewith.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES ON THE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE
PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE SIDE
PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES SET FORTH BELOW AND "FOR" PROPOSAL(S) 2 AND 3.
FOR WITHHELD
1. Election of Directors Nominess:
Michael E. Pulitzer
Ronald H. Ridgway
William Bush
For, except vote withheld from the following nominee(s):
_______________________________________________________
FOR AGAINST ABSTAIN
2. Approval of proposal to adopt the
Pulitzer Publishing Company 1997
Employee Stock Purchase Plan.
3. Ratification of the Appointment of
Deloitte & Touche LLP as Independent
Auditors of the Company for the
1997 Fiscal Year.
SIGNATURE(S) _____________________________________ DATE _____________
NOTE: Please sign exactly as name appears hereon.
Each joint owner should sign.
Executors, administrators, trustees, etc.,
should give full title.
