<PAGE> 1
--------------------------
OMB APPROVAL
--------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response 14.00
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
PULITZER PUBLISHING COMPANY
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
745771105
- --------------------------------------------------------------------------------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
PAGE 1 OF 4 PAGES
----- -----
<PAGE> 2
CUSIP NO. 745771105 13G PAGE 2 OF 4 PAGES
----- -----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oak Value Capital Management, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OR ORGANIZATION
North Carolina, U.S.A.
- --------------------------------------------------------------------------------
SOLE VOTING POWER
5 598,629
--------------------------------------------------------------
NUMBER OF
SHARES SHARED VOTING POWER
BENEFICIALLY
OWNED BY 6 0
EACH
REPORTING --------------------------------------------------------------
PERSON WITH
SOLE DISPOSITIVE POWER
7 682,123
--------------------------------------------------------------
SHARED DISPOSITIVE POWER
8 0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
682,123
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.04%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 4 PAGES
----- -----
<PAGE> 3
SCHEDULE 13G
ITEM 1.
(a) Name of Issuer
Pulitzer Publishing Company
(b) Address of Issuer's Principal Executive Offices
900 North Tucker Boulevard
St. Louis, Missouri 63101
ITEM 2.
(a) Name of Person Filing
Oak Value Capital Management, Inc.
(b) Address of Principal Business Office or, if none, Residence
3100 Tower Boulevard, Suite 800 Durham, North Carolina 27707
(c) Citizenship
North Carolina, U.S.A.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
745771105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance Company as defined in section 3(a)(19) of the
Act
(d) / / Investment Company registered under section 8 of the
Investment Company Act
(e) /x/ Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(ii)(F).
(g) / / Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
If the percent of the class owned, as of December 31 of the year covered
by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a
right to acquire.
(a) Amount Beneficially Owned
682,123
(b) Percent of Class
10.04%
<TABLE>
<S> <C>
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 598,629
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of 682,123
(iv) shared power to dispose or to direct the disposition of 0
</TABLE>
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
PAGE 3 OF 4 PAGES
----- -----
<PAGE> 4
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following / /.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
-----------------------------------------------------
Dated as of January 31, 1998
Signed as of February 10, 1998
/s/ Margaret C. Landis
-----------------------------------------------------
Signature
Margaret C. Landis, Vice President and Director
of Investment Operations
----------------------------------------------------
Name/Title
PAGE 4 OF 4 PAGES
----- -----
