<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:
- --------------------------------------------------------------------------------
<PAGE> 2
PULITZER PUBLISHING COMPANY
900 NORTH TUCKER BOULEVARD
ST. LOUIS, MISSOURI 63101
(314) 340-8000
April 30, 1998
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 Wednesday, June
3, 1998, at Grandel Square Theatre, 3610 Grandel Square, St. Louis, Missouri
63103.
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 C directors of the Company to three-year terms expiring in 2001, and for
the ratification of the appointment of the firm of Deloitte & Touche LLP as
independent auditors of the Company for the 1998 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
April 30, 1998
The Annual Meeting of Stockholders of Pulitzer Publishing Company will be
held at Grandel Square Theatre, 3610 Grandel Square, St. Louis, Missouri 63103
on Wednesday, June 3, 1998, at 10:00 A.M., Central Daylight Time, for the
following purposes:
1. To elect three Class C directors to three-year terms expiring in
2001.
2. To ratify the appointment of the firm of Deloitte & Touche LLP as
independent auditors of the Company for the 1998 fiscal year.
3. 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 April 17, 1998, 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 June 3, 1998, 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 April 30, 1998, 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 C directors of
the Company and for the ratification of the appointment of Deloitte & Touche LLP
as independent auditors of the Company for the 1998 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 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 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 April 17, 1998, are
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. The Company had outstanding on April 17, 1998, 6,885,896 shares of
Common Stock, each of which is entitled to one vote upon matters presented at
the meeting, and 15,423,859 shares of Class B Common Stock, each of which is
entitled to ten votes upon matters presented at the meeting. 15,379,578 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 C directors and for the ratification of the
appointment of Deloitte & Touche LLP as independent auditors of the Company for
the 1998 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 April 17,
1998, (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)... -- --% 15,379,578 99.7% 95.5%
Emily Rauh Pulitzer(2)(3).............. -- -- 6,784,377 44.0 42.1
Michael E. Pulitzer(2)(4).............. -- -- 3,807,746 24.7 23.6
David E. Moore(2)(5)................... 182 * 4,012,824 26.0 24.9
James M. Snowden, Jr.(6)............... 10,333 * -- -- **
William Bush(7)........................ 1,667 * -- -- **
Alice B. Hayes(8)...................... 6,667 * -- -- **
Ronald H. Ridgway(2)(9)................ 211,361 3.1 -- -- **
Ken J. Elkins(2)(10)................... 247,071 3.6 -- -- **
Nicholas G. Penniman IV(2)(11)......... 152,500 2.2 -- -- **
C. Wayne Godsey(12).................... 52,960 * -- -- **
John C. Kueneke(13).................... 17,564 * -- -- **
Gabelli Funds, Inc.(14)................ 595,009 8.6 -- -- **
One Corporate Center
Rye, New York 10580-1434
Nicholas Company, Inc.(15)............. 415,466 6.0
701 North Water Street
Milwaukee, Wisconsin 53202
Oak Value Capital Management,
Inc.(16)............................. 682,123 9.9
3100 Tower Boulevard
Durham, North Carolina 27707
All directors and officers as a group
(13 persons)(2)(17).................. 742,188 10.8% 14,604,947 94.7% 91.1%
</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 6,761,517 shares held in trusts, and 22,860 shares held in a
private operating foundation. These shares are beneficially owned by Mrs.
Pulitzer.
(4) Includes 3,695,990 shares held in trusts, and 44,983 shares held in a
private foundation. These shares are beneficially owned by Mr. Pulitzer.
Also includes 3,333 shares owned by, and 63,440 shares held in a trust for
the benefit of, 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. Also includes 800,000 shares held in
trust. These shares are beneficially owned by Mr. Moore.
(6) Includes 6,667 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.
3
<PAGE> 7
(7) Consists of 1,667 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) Consists of 6,667 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.
(9) Includes 182,499 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 229,332 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 127,500 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) Includes 52,002 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.
(13) Includes 17,333 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.
(14) This figure is based on information set forth in Amendment No. 8 to
Schedule 13D dated September 24, 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, 92,000 of such shares, and (ii) GAMCO has the
sole power to vote, or direct the vote of, 463,011 of such shares, and the
sole power to dispose or direct the disposition of, 501,676 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.
(15) This figure is based on information set forth in Amendment No. 2 to
Schedule 13G dated January 22, 1998, filed by Nicholas Company, Inc.,
investment advisor to Nicholas Fund, Inc., with the Securities and Exchange
Commission. The Schedule 13G states that (i) Nicholas Fund, Inc. has the
sole power to vote, or direct the vote of such shares, and (ii) that
Nicholas Company, Inc. has the sole power to dispose or direct the
disposition of such shares.
(16) This figure is based on information set forth in Amendment 2 to Schedule
13G dated January 31, 1998, filed by Oak Value Capital Management, Inc.
with the Securities and Exchange Commission. The Schedule 13G states that
Oak Value Capital Management, Inc. has the sole power to vote, or direct
the vote of 598,629 shares, and the sole power to dispose or direct the
disposition of 682,123 shares.
(17) Includes 664,501 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 15,379,578 shares of Class B Common
Stock, representing 95.5% 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
4
<PAGE> 8
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.
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
C Directors are to be elected at the Annual Meeting. Unless otherwise specified,
the enclosed proxy will be voted in favor of David E. Moore, Ken J. Elkins and
Nicholas G. Penniman IV, to serve until the 2001 Annual Meeting of Stockholders
and until their successors shall have been duly elected and shall qualify. Each
of the nominees now serves as a Class C 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 C DIRECTORS
David E. Moore; 74(1).................. Director -- 1984 1998
Ken J. Elkins; 60...................... Director; Senior Vice President
-- Broadcasting Operations 1976 1983 1998
Nicholas G. Penniman IV; 60............ Director; Senior Vice President
-- Newspaper Operations 1975 1976 1998
DIRECTORS CONTINUING IN OFFICE
CLASS A DIRECTORS
Emily Rauh Pulitzer; 64(1)............. Director -- 1993 1999
Alice B. Hayes; 60..................... Director -- 1993 1999
James M. Snowden, Jr.; 54.............. Director -- 1986 1999
CLASS B DIRECTORS
Michael E. Pulitzer; 68(1)............. Director; Chairman of the
Board, President and Chief
Executive Officer 1960 1964 2000
Ronald H. Ridgway; 59.................. Director; Senior Vice President
-- Finance 1970 1979 2000
William Bush; 51....................... Director -- 1997 2000
OTHER EXECUTIVE OFFICERS AND DIRECTOR
EMERITUS
C. Wayne Godsey; 51.................... Executive Vice President and
Director of Pulitzer
Broadcasting Company 1988 -- --
John C. Kueneke; 51.................... Executive Vice President and
Director of Pulitzer
Broadcasting Company 1996 -- --
Peter J. Repetti; 80(2)................ Director Emeritus -- 1984 1998
James V. Maloney; 49................... Secretary 1969 -- --
</TABLE>
- ---------------
(1) Michael E. Pulitzer is a cousin of David E. Moore and a brother-in-law of
Emily Rauh Pulitzer.
(2) Mr. Repetti's term as a director emeritus will expire as of the date of the
Annual Meeting of Stockholders.
DAVID E. MOORE, lifelong journalist, founded Harrison Independent
(Westchester County, NY), Connecticut Business Journal in association with
Westchester Business Journal, and International Business magazine. Remains
chairman of International Business Network, Inc., an electronic gateway service.
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
6
<PAGE> 10
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.
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.
Pursuant to the terms of Mrs. Pulitzer's consulting agreement with the Company,
the Company has agreed to use its best efforts to cause Mrs. Pulitzer to be a
member of its Board of Directors.
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.
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 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.
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 was elected Director Emeritus on April 24, 1997. Prior
thereto, he served as a Director of the Company since 1984. Mr. 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 matters as it deems
appropriate. Mr. Repetti is also a director of Block Drug Company, Inc.
JAMES V. MALONEY has served as Secretary of the Company since January 1984
and was appointed Director of Shareholder Relations in June 1987.
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<PAGE> 11
During 1997, the Board of Directors of the Company held nine meetings. Each
director attended more than 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 1997 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.
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
3 times during 1997, 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. In addition, in December 1997, the Company entered into an engagement
letter with Huntleigh Securities Corporation pursuant to which Huntleigh
Securities Corporation will act as a financial adviser to the Company with
respect to various alternatives regarding the Company's broadcasting operations.
Pursuant to the letter, the Company has paid Huntleigh Securities Corporation
$100,000. In the event of a transaction, the Company will be obligated to pay
Huntleigh Securities Corporation significant additional fees which may range
from approximately $6 to $12 million. 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 $131,200 in 1997 and to which the Company will pay Mr. Moore $140,000 in
1998. The consulting agreement provides for automatic renewals.
William Bush, a 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.
The Compensation Committee consists of Michael E. Pulitzer, who is Chairman
and an employee of the Company, and three 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 three times during 1997 and
acted one time by unanimous written consent, 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, William Bush and James M.
Snowden, Jr. currently serve as members of this Committee.
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
8
<PAGE> 12
Operations and one or more directors who are not officers of the Company. The
Executive Committee, which met one time during 1997 and acted one time by
unanimous written consent, 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 two times by
unanimous written consent during 1997, may exercise, in general, the authority
of the Board with respect to approval or disapproval of contracts obligating the
Company for more than $50,000 but not more than $500,000 ($1,000,000 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 one time in 1997, recommends qualified
candidates to the Board of Directors and/or the stockholders for election as
directors of the Company. Michael E. Pulitzer, David E. Moore and James M.
Snowden, Jr. currently serve as members of this Committee.
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 1997, 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, William
Bush, David E. Moore, Alice B. Hayes, Emily Rauh Pulitzer and James M. Snowden,
Jr. currently serve as members of this Committee.
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.
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. Bush and Snowden.
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 $131,200 in 1997, and
Mr. Moore will be paid $140,000 in 1998. The consulting agreement provides for
automatic renewals unless terminated by either party not later than December 1
of any calendar year.
9
<PAGE> 13
Emily Rauh Pulitzer, a director, is party to a consulting agreement with
the Company, dated January 26, 1998, pursuant to which Mrs. Pulitzer provides,
at the request of the Chairman, advice regarding the business operations of the
Company and its subsidiaries, particularly their newspaper operations, and
general advice regarding long-term strategic planning. For her services under
the agreement, the Company paid Mrs. Pulitzer $43,733.33 on March 11, 1998 for
September through December of 1997, and Mrs. Pulitzer will be paid $140,000 for
the year 1998. The consulting agreement provides for automatic renewals unless
terminated by either party not later than December 1 of any calendar year.
Peter J. Repetti, director emeritus, 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. For his services under the
agreement, the Company paid Mr. Repetti $61,250 in 1997.
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 1997, the Compensation Committee was comprised of four directors.
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 statistically summarized data regarding 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 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
10
<PAGE> 14
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 1997 as a percentage of the goals established for the four performance
measurements ranged from 110% to 136%. For 1997, the Named Executives as a group
were paid 122% 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 1997 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 1997. The aggregate value of the stock options granted
to Messrs. Elkins, Penniman, Ridgway, Kueneke and Godsey was above the 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 35 companies, including all of the companies in the S&P Publishing
(Newspapers) Index but excluding two of the companies in the S&P Broadcast
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 1997, a total of $498,072 of Mr. Pulitzer's
compensation was deferred under the Deferred Compensation Plan. Compensation
deferred under the Deferred Compensation 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 1997 was increased to $920,000 from
$850,000 (effective January 1, 1997). Mr. Pulitzer was awarded a bonus under the
Company's Annual Incentive Compensation Plan for 1997 of $552,000, of which
$498,072 was deferred. His target bonus was set at 50% of base salary. The
actual bonus paid represented 120% of the target. One hundred percent of the
bonus was based on the achievement of consolidated operating cash flow measured
against the goal established by the Compensation Committee for
11
<PAGE> 15
1997. The aggregate compensation paid to Mr. Pulitzer in 1997 was deemed
appropriate by the Committee (without the participation of Mr. Pulitzer)
considering the overall performance of the Company, taking into account the
Company's operating cash flow, after tax cash flow, net income and earnings per
share, and the performance of Mr. Pulitzer, including his years of experience
and stature in the publishing and broadcasting industries. The total
compensation paid to Mr. Pulitzer in 1997 was approximately at the median of the
total compensation, including long term incentives, of chief executive officers
of similar media companies. As stated above, Mr. Pulitzer does not participate
in the Company's long-term stock compensation plans.
Compensation Committee
of the Board of Directors:
MICHAEL E. PULITZER, Chairman
WILLIAM BUSH
DAVID E. MOORE
JAMES M. SNOWDEN, JR.
12
<PAGE> 16
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows the compensation paid each
of the last three fiscal years to the six most highly compensated executive
officers of the Company for 1997:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- ------------------------- -------
(B) (C) (D) (E) (F) (G) (H) (I)
(A) OTHER ANNUAL RESTRICTED OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL COMPENSATION STOCK AWARDS SARS(2) PAYOUTS COMPENSATION(3)
POSITION YEAR SALARY($) BONUS($) ($) ($) (#) ($) ($)
------------------ ---- --------- -------- ------------ ------------ -------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael E. Pulitzer.......... 1997 $918,115 $554,972 $0 $ 0 0 $0 $37,951
Chairman of the Board, 1996 850,000 597,676 0 0 0 0 6,135
President and Chief 1995 800,000 441,072 0 0 0 0 8,775
Executive Officer
Ken J. Elkins................ 1997 420,000 206,273 0 0 35,000 0 26,716
Senior Vice President -- 1996 390,000 220,326 0 0 32,000 0 15,077
Broadcasting Operations 1995 364,000 204,589 0 51,081(1) 30,000 0 15,986
Nicholas G. Penniman IV...... 1997 324,435 167,779 0 0 17,500 0 14,617
Senior Vice President -- 1996 304,000 139,880 0 0 15,000 0 5,500
Newspaper Operations 1995 292,000 130,624 0 51,081(1) 16,667 0 6,452
Ronald H. Ridgway............ 1997 318,950 154,856 0 0 27,500 0 13,259
Senior Vice President -- 1996 281,000 158,505 0 0 20,000 0 5,464
Finance 1995 255,000 137,658 0 51,081(1) 20,000 0 6,413
John C. Kueneke.............. 1997 233,000 87,496 0 0 8,000 0 3,945
Executive Vice President 1996 212,827 91,593 0 0 4,000 0 0
Pulitzer Broadcasting 1995 0 0 0 0 0 0 0
Company
C. Wayne Godsey.............. 1997 233,000 84,349 0 0 8,000 0 5,260
Executive Vice President 1996 217,000 91,843 0 0 4,000 0 4,818
Pulitzer Broadcasting 1995 201,552 95,551 0 0 12,000 0 5,100
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, 1997, the value of each of the grants was $131,880. 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 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 $5,350, $5,350, $5,350, $5,350, $3,945 and 5,260,
respectively, in the cases of Messrs. Pulitzer, Elkins, Penniman, Ridgway,
Kueneke and Godsey, (ii) income assessed which was related to split dollar
life insurance of $32,601, $11,866, $9,267, and $7,909, 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 $9,500 in
1997, 1996 and 1995.
13
<PAGE> 17
The following table provides information on option grants in fiscal 1997 to
the named executive officers:
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F) (G)
POTENTIAL REALIZABLE
VALUE AT
% OF TOTAL END OF OPTION TERM
OPTIONS ASSUMING
GRANTED TO ANNUAL STOCK PRICE
OPTIONS EMPLOYEES IN APPRECIATION RATES OF:
GRANTED FISCAL EXERCISE PRICE EXPIRATION ------------------------
NAME (SHARES)(1) 1997(2) (PER SHARE) DATE 5%($) 10%($)
---- ----------- ------------ -------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Michael E. Pulitzer........... 0 0% $ .00 -- $ 0 $ 0
Ken J. Elkins................. 35,000 16.6 58.81 12/18/07 1,294,563 3,280,463
Nicholas G. Penniman IV....... 17,500 8.3 58.81 12/18/07 647,281 1,640,231
Ronald H. Ridgway............. 27,500 13.0 58.81 12/18/07 1,017,156 2,577,506
John C. Kueneke............... 8,000 3.8 58.81 12/18/07 295,900 749,820
C. Wayne Godsey............... 8,000 3.8 58.81 12/18/07 295,900 749,820
</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 211,231 stock options granted to all employees in
fiscal 1997.
The following table provides information on option/SAR exercises in fiscal
1997 by the named executive officers and the value of such officers' unexercised
options/SARs at December 31, 1997:
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1997 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 0 153,998 66,334 6,469,845 810,574
Nicholas G. Penniman IV..... 8,500 284,969 94,444 33,056 3,906,579 409,978
Ronald H. Ridgway........... 7,225 269,165 134,998 47,501 5,860,661 543,980
John C. Kueneke............. 0 0 4,888 12,445 129,061 134,679
C. Wayne Godsey............. 0 0 35,556 16,446 1,483,165 249,680
</TABLE>
- ---------------
(1) Computed based upon the difference between closing price of the Company's
Common Stock on December 31, 1997, 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 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, John C. Kueneke 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 $63,963, $71,786, $70,322, $65,624, $46,644 and
$62,124, 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.................. $30,361 $36,143 $40,506 $41,736 $42,447
200,000.................. 41,260 49,228 55,304 57,205 58,412
250,000.................. 45,685 60,887 70,102 72,673 74,377
300,000.................. 45,665 60,887 76,109 87,331 90,342
350,000.................. 45,665 60,887 76,109 87,331 98,553
400,000.................. 45,665 60,887 76,109 87,331 98,553
450,000.................. 45,665 60,887 76,109 87,331 98,553
500,000.................. 45,665 60,887 76,109 87,331 98,553
</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
1998, the maximum annual benefit is $130,000 under Code Section 415.
Furthermore, under Code Section 401(a)(17), the maximum annual compensation that
may be reflected in 1998 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,
John C. Kueneke and C. Wayne Godsey under the Supplemental Plan are 37 years, 36
years, 22 years, 26 years, 2 years and 10 years, respectively.
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
15
<PAGE> 19
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, John C. Kueneke 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 $483,247, $156,723, $100,379, $91,008, $20,316 and $43,354,
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 1998, is $10,000.
The Company's executive officers receive a 50% match of employee elective
deferrals up to a maximum of 2% of covered compensation plus $50 per month.
The Company's contributions under the Retirement Savings Plan for the
accounts of the six 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 the Pulitzer Publishing Company 1997
Employee Stock Purchase 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.
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
16
<PAGE> 20
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 $920,000 per annum
effective January 1, 1997. 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 1998,
providing for a base salary of $980,000 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 1997 fiscal year, this deferred amount was
$498,072. 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.
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<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 (NEWSPAPER) INDEX, S&P BROADCAST (TV, RADIO,
CABLE) INDEX)
PULITZER PUBLISHING COMPANY
RELATIVE MARKET PERFORMANCE
TOTAL RETURN 1992-1997
<TABLE>
<CAPTION>
BROADCAST
PUBLISHING (TV,
MEASUREMENT PERIOD PULITZER S&P 500 (NEWSPAPER)- RADIO,CABLE)-
(FISCAL YEAR COVERED) PUBLISHING INDEX 500 500
<S> <C> <C> <C> <C>
DEC92 100.00 100.00 100.00 100.00
DEC93 116.31 115.82 110.08 140.27
DEC94 132.19 107.00 111.53 130.24
DEC95 199.22 134.81 153.45 170.50
DEC96 260.90 171.39 188.68 139.76
DEC97 357.12 279.39 251.63 229.94
</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 (Newspaper) Index and the S&P Broadcast
Media Index is based on the stock price or composite index at the end of fiscal
1992.
The above graph compares the performance of the Company with that of the
S&P 500 Companies, the S&P Publishing (Newspaper) Index and the S&P Broadcast
(TV, Radio, Cable) Index, with the investment weighted on market capitalization.
Companies included in the S&P Publishing (Newspaper) Index are: Gannett Co.,
Inc., Knight-Ridder, Inc., The New York Times Company and Tribune Company.
Companies included in the S&P Broadcast Index are: CBS Corp., Clear Channel
Communications, Comcast Corp., Tele-Comm TCI Grp, and U.S. West Media Group.
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 1998 fiscal
year. The Board of Directors will
18
<PAGE> 22
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 1999
Annual Meeting of Stockholders of the Company must be received by the Company no
later than December 15, 1998, for inclusion in the Board of Directors' proxy
statement and form of proxy relating to such meeting.
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: April 30, 1998
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.
19
<PAGE> 23
<TABLE>
<S><C>
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE. 7538
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 [ ] [ ] NOMINEES:
David E. Moore
FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE(S): Ken J. Elkins
Nicholas G. Pennimen IV
FOR AGAINST ABSTAIN
2. Ratification of the Appointment of
Deloitte & Touche LLP as independent [ ] [ ] [ ]
Auditors of the Company for the 1998
Fiscal Year.
________________________________
SIGNATURE(S) ________________________________________________________________________________ DATE _____________________
NOTE: Please sign exactly as name appears hereon. Each joint owners should sign.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PULITZER PUBLISHING COMPANY
THIS PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 3, 1998
P
R
O
X
Y
Michael E. Pulitzer and David E. Moore, and each of them, as the true and lawful
attorneys, agents and proxies of the undersigned, with full power of
substitution, are hereby authorized to represent and to vote, as designated
below, all shares of Common Stock of Pulitzer Publishing Company held of record
by the undersigned on April 17, 1998, at the Annual Meeting of Stockholders to
be held at 10:00 A.M., Central Daylight Time, on June 3, 1998, at Grandel Square
Theatre, 3610 Grandel Square, St. Louis, Missouri 63103, 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 acknowledge receipt of the Notice of Annual Meeting of Stockholders
and the Proxy Statements 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
