<PAGE> 1
FORM S-8/S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
The Providence Journal Company
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 05-0481966
- ------------------------------- ---------------------------------
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
75 Fountain Street, Providence, RI 02902
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
The Providence Journal Company
------------------------------
1994 Employee Stock Option Plan and
------------------------------------
1994 Non-Employee Director Stock Option Plan
--------------------------------------------
(Full title of the plans)
John L. Hammond, Esq.
Vice President - Legal
The Providence Journal Company, 75 Fountain Street,
Providence, RI 02902
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(401) 277-7031
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
with a copy to:
Laura N. Wilkinson, Esq., Edwards & Angell
2700 Hospital Trust Tower, Providence, RI 02903
<PAGE> 2
<TABLE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered share price* fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A 4,150 * $11,751,092 $4,053
Common Stock, shares
$1.00 par
value
- --------------------------------------------------------------------------------
<FN>
* Computed pursuant to Rule 457(h)(1), based upon the exercise
price of options previously granted (637 options granted
times the exercise price of $662 plus 834 options granted
times the exercise price of $5,072) plus the book value of
options not granted on the date hereof (2,679 options times
$2,650, the book value of the Class A Common Stock).
</TABLE>
<PAGE> 3
PROSPECTUS
----------
1,043 Shares
THE PROVIDENCE JOURNAL COMPANY
Class A Common stock
$1.00 Par Value
THE OFFERING
This Prospectus relates to 1,043 shares of Class A Common Stock, $1.00
par value, of The Providence Journal Company (the "Corporation") purchased or
which may be purchased by executive officers and directors of the Corporation
(the "Selling Stockholders") pursuant to stock options granted under stock
option plans of the Corporation and its predecessors (the "Plans"). Specific
information as to the Selling Stockholders may be found on pages 3 and 4 of
this Prospectus. The Corporation has been informed that said 1,043 shares of
Common Stock may be offered from time to time publicly by the Selling
Stockholders through one or more transactions on a national securities
exchange, in the over-the-counter market or through one or more brokers. The
shares will be offered at prices prevailing at the time of sale.
The Selling Stockholders and anyone effecting sales on behalf of the
Selling Stockholders may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended, and commissions or discounts given may
be regarded as underwriting commissions or discounts under said Act.
The Corporation will not receive any of the proceeds from sales by the
Selling Stockholders.
___________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________________
The date of this Prospectus is November 1, 1995
<PAGE> 4
AVAILABLE INFORMATION
The Corporation is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Proxy statements, reports and
other information concerning the Corporation can be inspected and copied at the
Commission's office at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and the Commission's Regional Offices in New York (Suite
1300, Seven World Trade Center, New York, New York 10048) and Chicago
(Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661), and copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. This Prospectus does not contain all information
set forth in the Registration Statement and exhibits thereto which the
Corporation has filed with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"), which may be obtained from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549, upon payment of the prescribed fees, and to which
reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Corporation
are incorporated in this Prospectus by reference:
1. The portions of the Corporation's Joint Proxy Statement-Prospectus
dated August 31, 1995 relating to the Corporation, Providence Journal Company
and King Holding Corp. Such Joint Proxy Statement-Prospectus is included in the
Corporation's Registration Statement on Form S-4 (No. 33-57479).
2. The Corporation's Current Report on Form 8-K dated October 5, 1995.
3. The description of the Class A Common Stock contained in the
Corporation's Registration Statement on Form 8-A dated September 29, 1995 and
any amendment or report filed for the purpose of updating such description.
Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.
All documents filed with the Commission by the Corporation pursuant to
Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of this offering of the Common Stock
offered hereby are incorporated herein by reference and such documents shall be
deemed to be a part hereof from the date of filing of such documents. Any
statement contained in this Prospectus or in a document incorporated or deemed
to be modified or superseded
-2-
<PAGE> 5
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT
CHARGE, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS
INCORPORATED BY REFERENCE HEREIN (OTHER THAN THE EXHIBITS TO SUCH DOCUMENTS).
WRITTEN REQUESTS SHOULD BE MAILED TO THE LEGAL DEPARTMENT, THE PROVIDENCE
JOURNAL COMPANY, 75 FOUNTAIN STREET, PROVIDENCE, RHODE ISLAND 02902, ATTENTION:
JOHN L. HAMMOND, VICE PRESIDENT-LEGAL. TELEPHONE REQUESTS MAY BE DIRECTED TO
(401) 277-7031.
THE PROVIDENCE JOURNAL COMPANY
The executive office of the Corporation is located at 75 Fountain
Street, Providence, Rhode Island 02902. The Corporation's telephone number is
(401) 277-7000.
<TABLE>
SELLING STOCKHOLDERS
Set forth below is information as to the Selling Stockholders, the
number of shares of Common Stock of the Corporation beneficially owned, the
number of shares which may be offered as set forth on the cover of this
Prospectus (assuming all options are vested and exercised) and the number of
shares to be owned after completion of the offering assuming all shares are
sold.
<CAPTION>
Number of Number of
Name and Number of Shares Shares Which Shares to Be
Position with of Common Stock May Be Owned After
the Corporation Owned (1) Offered (2) Offering (3)
- --------------- ---------------- ------------ ------------
<S> <C> <C> <C>
Stephen Hamblett (4) 414 300 376
Chairman of the
Board, Chief
Executive Officer,
Publisher and
Director
Trygve E. Myhren 132 230 103
President, Chief
Operating Officer
and Director
</TABLE>
-3-
<PAGE> 6
<TABLE>
<CAPTION>
Number of Number of
Name and Number of Shares Shares Which Shares to Be
Position with of Common Stock May Be Owned After
the Corporation Owned (1) Offered (2) Offering (3)
- --------------- ---------------- ------------ ------------
<S> <C> <C> <C>
F. Remington Ballou (5) 46 10 41
Director
Henry P. Becton, Jr. 14 10 9
Director
Fanchon M. Burnham (6) 370 10 365
Director
Peter B. Freeman (7) 316 10 311
Director
Benjamin P. Harris III (8) 47 10 42
Director
John W. Rosenblum 14 10 9
Director
Henry D. Sharpe, Jr. (9) 19 10 14
Director
W. Nicholas Thorndike (10) 5,031 10 5,026
Director
John W. Wall (11) 54 10 49
Director
Patrick R. Wilmerding (12) 570 10 565
Director
Thomas N. Matlack 2 47 0
Vice President-
Finance
John A. Bowers 26 75 17
Vice President-
Human Resources
Jack C. Clifford 86 120 72
Vice President-
Broadcasting and
Cable Television
</TABLE>
-4-
<PAGE> 7
<TABLE>
<CAPTION>
Number of Number of
Name and Number of Shares Shares Which Shares to Be
Position with of Common Stock May Be Owned After
the Corporation Owned (1) Offered (2) Offering (3)
- --------------- ---------------- ------------ ------------
<S> <C> <C> <C>
John L. Hammond 3 35 0
Vice President-
Legal
Joanne L. Yestramski 2 27 0
Vice President-
Comptroller
Howard G. Sutton 6 60 1
Vice President-
General Manager
Joel N. Stark 3 25 0
Vice President-
Publishing Develop-
ment and Marketing
James V. Wyman 9 10 6
Vice President and
Executive Editor
Harry Dyson 6 14 4
Treasurer and
Secretary
<FN>
- -------------------------
(1) Includes shares that the Selling Stockholders have the right to acquire
beneficial ownership of within 60 days through the exercise of stock
options granted under the Plans.
(2) Includes shares that may be purchased pursuant to stock options granted
under the Plans on or before the date of this Prospectus.
(3) Except as noted in the applicable footnote below, none of the Selling
Stockholders shall own 1% or more of the Corporation's outstanding
shares of Common Stock after completion of the offering. Includes only
shares that the Selling Stockholders have not acquired, or will not
acquire, pursuant to the Plans.
(4) Mr. Hamblett also owns 148 shares of the Corporations' Class B Common
Stock (the "Class B Common Stock").
(5) Mr. Ballou also owns 24 shares of the Class B Common Stock.
(6) Fanchon M. Burnham owns 109 shares of Common Stock and 147 shares of Class
B Common Stock. She serves as a co-trustee of trusts for her brother,
which hold 211 shares of Common Stock and 189 shares of Class B Common
stock. In addition, Mrs. Burnham's children own a total of 38 shares of
Common Stock and 40 shares of Class B Common Stock.
</TABLE>
-5-
<PAGE> 8
(7) Mr. Freeman also owns 400 shares of Class B Common Stock.
(8) Mr. Harris also owns 48 shares of Class B Common Stock.
(9) In addition to the shares shown in the table, Fiduciary Trust Company
International holds 2,494 shares of Common Stock and 3,124 shares of Class
B Common Stock and acts as trustee under trusts created by Mr. Sharpe and
his wife, Peggy Boyd Sharpe, for the benefit of members of the Sharpe
family and, in certain cases, designated charitable organizations.
Fiduciary Trust Company International shares voting and investment power
with Mr. Sharpe's children as to 300 shares of Common Stock; as to all
other shares, Fiduciary Trust Company International possesses sole voting
and investment power.
(10) W. Nicholas Thorndike owns 134 shares of Common Stock and 108 shares of
Class B Common Stock. He holds 29 shares of Common Stock and 44 shares of
Class B Common Stock as sole custodian for a member of another family. He
is a co-trustee of several trusts for the benefit of members of another
family holding 2,482 shares of Common Stock and 3,156 shares of Class B
Common Stock. Mr. Thorndike is also one of the Directors of Southland
Communications, Inc., which owns 2,416 shares of Common Stock and 2,092
shares of Class B Common Stock. As a result of such relationships, Mr.
Thorndike possesses sole or shared voting power or investment power with
respect to 13.2% of the Common Stock.
(11) Mr. Wall also owns 72 shares of Class B Common Stock.
(12) Mr. Wilmerding possesses sole or shared voting power or investment power
with respect to 1.5% of the Common Stock. Mr. Wilmerding also owns 300
shares of Class B Common Stock.
Under General Instruction C to Form S-8 and Rule 144 promulgated by the
Commission under the Securities Act, the Selling Stockholders are deemed to be
affiliates of the Corporation. As a result, the volume limitations of such
instruction and Rule 144 limit the number of shares which each of the above
persons, and any other persons with whom he/she is acting in concert for the
purpose of selling the Common Stock, may sell in any three month period to 378
shares of Common Stock.
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<PAGE> 9
LEGAL MATTERS
The validity of shares of Common Stock offered hereby will be passed
upon for the Corporation by Edwards & Angell, Providence, Rhode Island.
Partners and of counsel attorneys of Edwards & Angell own 106 shares of the
Registrant. Benjamin P. Harris, III, a Director of the Corporation, is a
partner of Edwards & Angell.
EXPERTS
The consolidated financial statements and schedule of Providence Journal
Company and Subsidiaries as of December 31, 1993 and 1994 and for each of the
years in the three-year period ended December 31, 1994 have been incorporated by
reference herein in reliance upon the reports of KPMG Peat Marwick LLP and
Deloitte & Touche LLP, independent auditors, incorporated by reference herein,
given upon the authority of said firms as experts in accounting and auditing.
The report of KPMG Peat Marwick LLP refers to a change in accounting for income
taxes and a change in accounting for postretirement benefits in 1992.
The consolidated financial statements of King Holding Corp. and
subsidiaries as of December 31, 1993 and 1994 and for the period February 25,
1992 to December 31, 1992 and the years ended December 31, 1993 and 1994
incorporated in this prospectus from the Corporation's Joint Proxy
Statement-Prospectus dated August 31, 1995, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm as experts in accounting and auditing.
-7-
<PAGE> 10
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated in this
Registration Statement by reference:
1. The portions of the Corporation's Joint Proxy Statement-Prospectus
dated August 31, 1995 relating to the Corporation, Providence Journal Company
and King Holding Corp. Such Joint Proxy Statement-Prospectus is included in the
Registrant's Registration Statement on Form S-4 (No. 33-57479).
2. The Registrant's Current Report on Form 8-K dated October 5, 1995.
3. The description of the Class A Common Stock contained in
Registrant's Registration Statement on Form 8-A dated September 29, 1995 and any
amendment or report filed for the purpose of updating such description.
Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.
All documents filed with the Commission by the Registrant pursuant to
Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
are incorporated herein by reference and such documents shall be deemed to be a
part hereof from the date of filing of such documents. Any statement contained
in this Registration Statement or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel.
II-1
<PAGE> 11
The validity of the Common Stock offered hereby has been passed upon for
the Registrant by Edwards & Angell, One Hospital Trust Plaza, Providence, Rhode
Island 02903. Partners and of counsel attorneys of Edwards & Angell own 94
shares of the Registrant. Benjamin P. Harris, III, a Director of the
Registrant, is a partner of Edwards & Angell.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("DGCL") provides,
in effect, that any person made a party to any action by reason of the fact that
he is or was a Director, officer, employee or agent of Registrant may and, in
certain cases, must be indemnified by Registrant against, in the case of a
non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorney's fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorney's fees), if in either type of action he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
Registrant. This indemnification does not apply, in a derivative action, to
matters as to which it is adjudged that the Director, officer, employee or agent
is liable to Registrant, unless upon court order it is determined that, despite
such adjudication of liability, but in view of all the circumstances of the
case, he is fairly and reasonably entitled to indemnity for expenses, and, in a
non-derivative action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.
Article VIII of the Registrant's By-Laws in effect provides that
Registrant shall indemnify each person who is or was an officer or Director of
Registrant to the fullest extent permitted by Section 145 of the DGCL.
Section 10 of the Registrant's Certificate of Incorporation provides
that no Director of Registrant shall be personally liable to Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a Director,
except (i) for any breach of the duty of loyalty to Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involved
intentional misconduct or knowing violations of law, (iii) for any transaction
from which the Director derived an improper personal benefit and (iv) for
liability under Section 174 of the DGCL relating to certain unlawful dividends
and stock repurchases.
II-2
<PAGE> 12
Item 7. Exemption From Registration Claimed
Not applicable
Item 8. Exhibits.
4(a) - The Providence Journal Company 1994 Employee Stock Option Plan
4(b) - The Providence Journal Company 1994 Non-Employee Director Stock
Option Plan
4(c) - Restated Articles of Incorporation, as amended, and By-laws of
the Registrant (incorporated by reference to Exhibits 1 and 2
of the Registrant's Form 8-A dated September 29, 1995)
5 - Opinion of Edwards & Angell re: legality
23(a) - Consent of KPMG Peat Marwick LLP
23(b) - Independent Auditors' Consent - Deloitte & Touche LLP
23(c) - Consent of Edwards & Angell (included in Exhibit 5)
24 - Powers of Attorney (included on signature pages to this
Registration Statement)
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
2) That for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
II-3
<PAGE> 13
The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE> 14
SIGNATURES AND AMENDMENTS
Each person whose signature appears below hereby constitutes and
appoints the Chairman of the Board and Chief Executive Officer, the President
and Chief Operating Officer and the Vice President-Legal of the Registrant, or
any one of them, acting alone, as his true and lawful attorney-in-fact, with
full power and authority to execute in the name, place and stead of each such
person in any and all capacities and to file, an amendment or amendments to the
Registration Statement (and all exhibits thereto) and any documents relating
thereto, which amendments may make such changes in the Registration Statement as
said officer or officers so acting deem(s) advisable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Providence, State of Rhode Island, on October 31,
1995.
THE PROVIDENCE JOURNAL COMPANY
By: /s/ Stephen Hamblett
----------------------------------------
Stephen Hamblett
Chairman of the Board
and Chief Executive Officer
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 31, 1995.
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Stephen Hamblett Director; Chairman of October 31, 1995
- ----------------------- the Board and Chief
Stephen Hamblett Executive Officer
(principal executive
officer)
/s/ Trygve E. Myhren Director; President and October 31, 1995
- ----------------------- Chief Operating Officer
Trygve E. Myhren
(signatures continued on next page)
</TABLE>
II-5
<PAGE> 15
<TABLE>
<S> <C> <C>
/s/ Thomas N. Matlack Vice President-Finance October 31, 1995
- -------------------------- (principal
Thomas N. Matlack financial officer)
/s/ Joanne L. Yestramski Vice President- October 31, 1995
- -------------------------- Comptroller (principal
Joanne L. Yestramski accounting officer)
/s/ F. Remington Ballou Director October 31, 1995
- --------------------------
F. Remington Ballou
/s/ Henry P. Becton, Jr. Director October 31, 1995
- --------------------------
Henry P. Becton, Jr.
/s/ Fanchon M. Burnham Director October 31, 1995
- --------------------------
Fanchon M. Burnham
/s/ Peter B. Freeman Director October 31, 1995
- --------------------------
Peter B. Freeman
/s/ Benjamin P. Harris III Director October 31, 1995
- --------------------------
Benjamin P. Harris III
/s/ John W. Rosenblum Director October 31, 1995
- --------------------------
John W. Rosenblum
/s/ Henry D. Sharpe, Jr. Director October 31, 1995
- --------------------------
Henry D. Sharpe, Jr.
/s/ W. Nicholas Thorndike Director October 31, 1995
- --------------------------
W. Nicholas Thorndike
/s/ John W. Wall Director October 31, 1995
- --------------------------
John W. Wall
/s/ Patrick R. Wilmerding Director October 31, 1995
- --------------------------
Patrick R. Wilmerding
</TABLE>
II-6
<PAGE> 1
Exhibit 4(a)
PROVIDENCE JOURNAL COMPANY*
---------------------------
1994 EMPLOYEE STOCK OPTION PLAN
-------------------------------
1. Purpose
-------
The purpose of the 1994 Stock Option Plan (the "Plan") of Providence
Journal Company (the "Company") is to attract and retain high quality
key employees and to promote both the long-term success of and shareholder
interests in the Company. The Plan is intended to provide long-term
incentive compensation and share ownership opportunities to selected key
employees. The Company believes the dynamics of a plan focused on
increasing shareholder value provide participants with a significant
incentive to contribute to the success of the Company.
2. Term
----
The Plan shall be effective as of October 1, 1994 and shall remain in
effect until the earlier of five (5) years from the effective date or
termination of the plan by the Board of Directors of the Company (the
"Board"). The Plan shall
_______________
* The Plan was assumed by The Providence Journal Company on October 5,
1995. Accordingly, all references to the "Company" shall be deemed to
refer to The Providence Journal Company.
<PAGE> 2
be subject to approval by the shareholders of the Company. If that approval
has not been obtained by September 28, 1995, the Plan shall be terminated,
and any option grants therefore made shall be void. After termination of
the Plan, no future grants may be made, but, subject to the preceding
sentence, previously made grants shall remain outstanding in
accordance with their applicable terms and conditions and the terms and
conditions of the Plan.
3. Administration
--------------
a. The Committee
-------------
The Plan shall be administered by a committee (the "Committee") which
shall be the Executive Committee of the Board or any other committee
appointed by the Board consisting of two or more non-employee Directors,
each of whom is both (1) qualified to administer this Plan as
contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "Act"), and (2) considered to be an "outside director" as
contemplated by Section 162(m) of the Internal Revenue Code of 1986,
as amended (the "Code").
b Authority of the Committee
--------------------------
The Committee shall have full and exclusive power, except as not
permitted by law and subject to the provisions of this Plan, to select
the participants in the Plan, determine the sizes of grants of options,
establish the terms and conditions of such option grants, amend the
terms and conditions of any outstanding option pursuant to Section 6
of the Plan,
-2-
<PAGE> 3
and otherwise make such determinations and/or interpretations and to
establish such procedures which may be necessary or advisable for the
administration of the Plan.
4. Eligibility
-----------
Key employees of the Company shall be eligible to receive grants under the
Plan. Recipients of grants are deemed to be "Participants" in the Plan.
"Company" includes any wholly-owned or majority-owned direct or indirect
subsidiary of the Company and any other entity that is directly or
indirectly controlled by the Company or in which the Company has a
significant equity interest (as determined by the Committee).
5. Shares Subject to the Plan
--------------------------
Subject to the provisions of Section 6, the stock subject to the Plan shall
be shares of Class A Common Stock (the "Shares"). The total amount of
Shares which may be issued under the Plan shall not exceed three thousand
seven hundred and fifty (3,750). Of these, no more than seven hundred
fifty (750) Shares may be issued to any one individual. Shares may be
authorized and unissued shares or treasury shares, as determined by the
Committee, and fractional Shares shall be settled in cash.
If any option granted under the Plan is canceled, terminates, expires or
lapses for any reason, any Shares subject to such option shall be returned
to the Plan and
-3-
<PAGE> 4
shall be available for issuance under the Plan. In addition, any Shares
which have been exchanged by a Participant as full or partial payment to
the Company in connection with any grant under the Plan, shall be available
for issuance under the Plan.
In instances where a grant is settled in cash or any form other than
Shares, then the Shares covered by these settlements shall not be deemed
issued and shall remain available for issuance under the Plan. Any Shares
that are issued by the Company as a result of the assumption or
substitution of grants made by an acquired company shall not be counted
against the number of Shares available for issuance under the Plan.
6. Adjustments and Reorganizations
-------------------------------
The Committee may make such adjustments as it deems appropriate to meet the
intent of the Plan in the event of changes that impact the Company's Share
price or Share status, provided that any such actions are consistently and
equitably applicable to all affected Participants and are otherwise
consistent with the provisions of the Plan.
In the event of a merger, reorganization, consolidation, recapitalization,
share combination, stock dividend, stock split, spin-off or other
distribution (other than normal cash dividends) of the Company's assets to
its shareholders, or other change in the structure of the
-4-
<PAGE> 5
Company affecting its Shares, such appropriate adjustments shall be made
(i) in the aggregate number and class of Shares which may be issued under
the Plan pursuant to Section 5, and (ii) the number and class of and/or
price of Shares subject to outstanding options granted under the Plan, as
deemed appropriate by the Committee in its discretion, to prevent the
dilution or enlargement of rights to any Participant.
7. Stock Options
-------------
a. Grants of Stock Options
-----------------------
Stock options granted pursuant to the Plan represent a right to purchase
a specified number of Shares during a specified period and at a
specified price as determined by the Committee at the time of grant,
subject to the terms and provisions of the Plan and provided that the
purchase price be not less than 100% of Fair Market Value on the date of
grant. Subject to the provisions of Section 5, the Committee shall have
discretion in determining the number of options and Shares subject to
such options, as well as the time of grant, provided, however, that no
such grants be made after the fifth anniversary of the effective date of
this Plan.
b. Vesting of Options
------------------
Options shall vest at such times and under such terms and conditions
as determined by the Committee. The Committee shall have the authority
to accelerate the
-5-
<PAGE> 6
vesting of any stock options as it deems appropriate for the Plan or
the Company.
c. Exercise of Options
-------------------
Options granted under the Plan shall be exercisable at such times and be
subject to such restrictions and conditions as the Committee shall in
each instance approve, which need not be the same for each grant or
for each Participant.
d. Payment
-------
The option exercise price shall be paid in full at the time of exercise
of the option in cash or by check or, as may be provided by the
Committee at any time, by delivery of Shares owned by the Participant in
partial or full payment.
e. Call Provision
--------------
At the time of grant, the Committee may, in its discretion, subject the
Shares underlying the options to a mandatory call feature and a
limitation upon the amount paid in settlement of such stock options in
the event of the exercise of such call feature.
8. Fair Market Value
-----------------
Fair Market Value for all purposes under the Plan shall mean the average of
the high and low prices of the Company's Shares as traded on an applicable
stock exchange or in an established over-the-counter trading market for the
date in question, provided that if the Shares were not traded on that
day, the average of the high and low prices
-6-
<PAGE> 7
on the previous day are used to mean Fair Market Value. In the event that
the Shares of the Company are not publicly traded, in the discretion of the
Committee Fair Market Value shall be determined (i) by reference to the
most recent prices paid for Shares by buyers at arms-length
transactions, (ii) by reference to the most recent appraisal of the value
of the Shares of the Company provided by an independent valuation firm or
(iii) by such other appropriate means as the Committee shall deem
appropriate.
9. Transferability
---------------
No option granted pursuant to the Plan shall be assignable, alienable,
saleable or otherwise transferable other than by will or by the laws of
descent and distribution, pursuant to a qualified domestic relation order
(as defined by the Code), or unless otherwise determined by the Committee.
If a participant shall die, the executor or administrator of the
participant's estate or a transferee of the option pursuant to a will or
the laws of descent and distribution shall have the right to exercise the
option in lieu of the participant.
10. Termination of Employment
-------------------------
The Committee shall, in its discretion, determine, in the event of a
termination of employment that is voluntary or involuntary, for cause or
not for cause, or due to death, disability or retirement, the terms and
conditions of the treatment of any outstanding stock options granted under
-7-
<PAGE> 8
the Plan. Such terms and conditions will be set forth at the time of grant
and may provide that the Committee retains the right to amend such
provisions.
11. Change of Control
-----------------
a. Definition
----------
"Change of Control" shall mean a change of control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or in response to any similar item or
any similar schedule or form) promulgated under the Act whether or not
the Company is then subject to such reporting requirements.
Further, without limiting the generality of the foregoing, such a Change
of Control shall be deemed to have occurred if any of the following
events takes place.
(i) The Company is a party to a merger, consolidation,
sale of assets or other reorganization, or a proxy
contest, as a consequence of which members of the
Board in office immediately prior to such
transaction or event constitute less than a
majority of the Board thereafter;
(ii) During any period of twenty-four consecutive
months, individuals who at the beginning of such
period constitute the Board of Directors
(including for this purpose any new director
whose election or nomination for election by the
-8-
<PAGE> 9
Company's stockholders was approved by a vote of at
least two-thirds of the directors then still in
office who were directors at the beginning of such
period) cease for any reason to constitute at
least a majority of the Board of Directors; or
(iii) At any time when the outstanding voting securities
of the Company are required to be registered under
Section 12 of the Act, any "person" (as such term
is used in Section 13(d) and 14(d) of the Act) is
or becomes the "beneficial owner," as defined in
Rule 13d-3 under the Act, directly or indirectly,
of securities of the Company representing 20% or
more of the combined voting power of the Company's
then outstanding securities; provided, however,
this clause (iii) shall not apply to the
acquisition by a person of securities of the
Company representing 20% or more, but not in
excess of 50% of the combined voting power of the
Company's then outstanding securities if such
acquisition of securities has been approved by a
vote of at least two thirds of the directors in
office just prior to the issuance or sale of
securities to such person.
For purposes of this paragraph (iii), the term
"person" shall exclude any person or group who on
the date hereof is the beneficial owner, directly
-9-
<PAGE> 10
or indirectly, of securities representing 10% or
more of the combined voting power of the Company's
presently outstanding securities. Notwithstanding
the foregoing, in no event shall the consummation
of the spin-off reorganization approved by the
Board of Directors of the Company on August 24,
1993, constitute a Change of Control for purposes
of this Agreement (the "Spinoff Reorganization").
b. Exercise and Vesting Options
----------------------------
Unless deemed otherwise by the Committee, all options outstanding
under this Plan at the time of a Change of Control shall immediately
become vested and exercisable, notwithstanding the provisions of Section
7 to the contrary, and will be exercisable until the end of their term
as set at time of grant.
12. Agreements
----------
Grants under this Plan shall be evidenced by agreements that set forth the
terms, conditions and limitations for each grant which may include the term
of grant, the provisions applicable in the event the Participant's
employment terminates and the Company's authority to unilaterally or
bilaterally amend or modify any grant.
13. Plan Amendment
--------------
The Committee may, at any time as it deems necessary, terminate, amend or
modify the Plan. However, no such amendment, modification, or termination
of the Plan may be
-10-
<PAGE> 11
made without the approval of the shareowners of the Company, if such
approval is required by the Code or by the Act or by any other
regulatory body with appropriate jurisdiction.
14. Tax Withholding
---------------
The Company shall have the authority to deduct or withhold from any
settlement of a grant made under the Plan an amount sufficient to satisfy
federal, state, and local taxes required by law to be withheld. At the
discretion of the Committee, a Participant may be permitted to pay to the
Company the withholding amount in the form of cash or check, or previously
owned Shares under such conditions as may be prescribed by the Committee,
and such Shares shall be valued at the Fair Market Value as of the
settlement date of the applicable grant. Further, a Participant may elect,
subject to the approval of the Committee, to satisfy the withholding
requirements, in whole or in part, by having the Company withhold Shares
having a Fair Market Value on the date the tax is determined equal to an
amount to satisfy federal, state and local tax withholding requirements.
15. Future Rights
-------------
Nothing in the plan shall interfere with or limit in any way the right of
the Company to terminate any Participants' employment at any time, nor
confer upon any Participant any right to continue in the employment of the
Company or to participate in any other benefit, severance or
compensation
-11-
<PAGE> 12
plan provided by the Company. In addition, no person shall have the right
to be selected to receive an option under the Plan, or having been
selected, to be selected to receive a future option.
16. Governing Law
-------------
The validity, construction and effect of the Plan and any actions taken or
relating to the Plan and any and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Rhode
Island and applicable federal law.
17. Rights as a Shareholder
-----------------------
Except as otherwise provided in the grant agreement contemplated by Section
12 above, a Participant shall have no rights as a shareholder of the
Company, including rights to receive dividends on or to vote Shares subject
to an option, until the Participant becomes the holder of record of the
Shares underlying the option.
-12-
<PAGE> 1
Exhibit 4(b)
PROVIDENCE JOURNAL COMPANY*
---------------------------
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
--------------------------------------------
1. Purpose
-------
The purpose of the 1994 Non-Employee Director Stock Option Plan (the
"Plan") of Providence Journal Company (the "Company") is to attract and
retain non-employees of high quality to serve as members of the Board of
Directors of the Company (the "Board") and to promote both the long-term
success of and shareholder interests in the Company. The Company believes
the dynamics of a plan focused on increasing shareholder value will provide
non-employee directors with a greater identity of interest between
themselves and the shareholders of the Company.
2. Term
----
The Plan shall be effective as of October 1, 1994 and shall remain in
effect until the earlier of five (5) years from the effective date or
termination of the Plan by the Board. The Plan shall be subject to the
approval by the shareholders of the Company. If that approval has not been
obtained by September 28, 1995, the Plan shall be terminated, and any
option grants theretofore made shall be
- -------------------
*The Plan was assumed by The Providence Journal Company on October 5,
1995. Accordingly, all references to the "Company" shall be deemed to
refer to The Providence Journal Company. In addition, the Board of
Directors of The Providence Journal Company adopted technical amendments
to the Plan on October 25, 1995, all of which are reflected herein.
<PAGE> 2
void. After termination of the plan, no future grants may be made, but,
subject to the preceding sentence, previously made grants shall remain
outstanding in accordance with their applicable terms and conditions and
the terms and conditions of the Plan.
3. Plan Operation
--------------
The Plan is intended to meet the requirements of Rule 16b-3(c)(2)(ii)
adopted under the Securities Exchange Act of 1934 ("1934 Act") and
accordingly is intended to be self-governing. To this end the Plan is
intended to require no discretionary action by an administrative body with
regard to any transaction under the Plan except as specified in Section
5(b) and 7 of the Plan. To the extent, if any, that any questions of
interpretation arise, these shall be resolved by the Board.
4. Participation
-------------
Participation under the Plan shall be limited to non-employee members of
the Board. Participation shall be automatic and (1) any non-employee
member of the Board as of October 1, 1994 shall receive an initial grant,
and (2) any non-employee member of the Board as of October 5, 1995 and as
of each subsequent October 1 of each year (the "Grant Date") while the
Plan is in effect, shall be a Participant (a "Participant") under the Plan
and shall automatically receive a stock option grant as contemplated
herein. If in any year this specified Grant Date shall not be a business
day, the Grant Date shall be the first business day following.
-2-
<PAGE> 3
5. Shares Subject to the Plan
--------------------------
a. Number of Shares
----------------
Subject to the provisions of Section 5(b) below, the stock subject to
the Plan shall be shares of Class A Common Stock (the "Shares"). The
total amount of Shares which may be issued under the Plan shall not
exceed four hundred (400). Shares may be authorized and unissued shares
or treasury shares, as determined by the Board.
If any option granted under the Plan is canceled, terminates, expires
or lapses for any reason, any Shares subject to such option shall again
be returned to the Plan and shall be available for issuance under
the Plan. In addition, any Shares which have been exchanged by a
Participant as full or partial payment to the Company in connection
with any grant under the Plan, shall be available for issuance under
the Plan.
b. Adjustments
-----------
The Board, as it deems appropriate to meet the intent of the Plan, may
make such adjustments to the number and kind of Shares available under
the Plan and to any outstanding stock options, provided such adjustments
are consistent with the effect on other shareholders arising from any
corporate restructuring or similar action. Such actions may include,
but are not limited to, any stock dividend, stock split, combination or
-3-
<PAGE> 4
exchange of Shares, merger, consolidation, recapitalization, spin-off or
other distribution (other than normal cash dividends) of Company assets
to shareholders, or any other change affecting Shares. The Board may
also, when similarly appropriate, make such adjustment in the exercise
price of outstanding stock options as it deems necessary to preserve the
rights of Participants under the Plan.
6. Stock Options
-------------
a. Granting of Stock Options
-------------------------
Each Participant shall be granted a stock option to purchase five (5)
Shares as of October 1, 1994 and on each subsequent Grant Date that
the Plan is in effect.
b. Exercise Price
--------------
The purchase price for each Share covered by the initial stock option
grant shall be $7,700; the purchase price for each Share covered
by a subsequent stock option grant shall be 100% of Fair Market Value on
the Grant Date.
c. Payment
-------
The option exercise price shall be paid in full at the time of exercise
of the option in cash or by check or, by delivery of Shares owned by the
Participant in partial or full payment.
-4-
<PAGE> 5
d. Duration and Exercisability
---------------------------
Each stock option shall have a term of ten years and shall become
initially exercisable, (except earlier as provided in Section 10) on the
first anniversary of grant. Notwithstanding the foregoing, in the
event of a Participant's death or ceasing to be a member of the Board as
a result of disability, the stock option shall immediately become fully
exercisable.
e. Termination of Directorship
---------------------------
When a Participant ceases to be a member of the Board, for whatever
reason, each vested stock option, or portion thereof, held by such
Participant shall continue to be exercisable for a period of three years
or until the end of the original term, if sooner. Any non-vested stock
option, or portion thereof, held by such Participant shall be canceled
as of the Participant's date of termination of Board service.
f. Call Provision
--------------
At the time of grant, the Board may, in its discretion, subject the
Shares underlying the stock options to a mandatory call feature and a
limitation upon the amount paid in settlement of such stock options
in the event of the exercise of such call feature.
g. Documentation of Grants
-----------------------
Stock options shall be evidenced by written agreements or such other
appropriate documentation as the Board shall prescribe.
-5-
<PAGE> 6
7. Fair Market Value
-----------------
Fair Market Value for all purposes under the Plan shall mean the average of
the high and low prices of the Company's Shares as traded on an applicable
stock exchange or in an established over-the-counter trading market for the
date in question, provided that if the Shares were not traded on that
day, the average of the high and low prices on the previous day are used to
mean Fair Market Value. In the event that the Shares of the Company are
not publicly traded, in the discretion of the Board Fair Market Value shall
be determined (i) by reference to the most recent prices paid for Shares by
buyers at arms-length transactions, (ii) by reference to the most recent
appraisal of the value of the Shares of the Company provided by an
independent valuation firm or (iii) by such other appropriate means as the
Board shall deem appropriate.
8. Transferability
---------------
No option granted pursuant to the Plan shall be assignable, alienable,
saleable or otherwise transferable other than by will or by the laws of
descent and distribution, pursuant to a qualified domestic relation order
(as defined by the Code) or unless otherwise determined by the Board.
If a Participant shall die, the executor or administrator of the
Participant's estate or a transferee of the option
-6-
<PAGE> 7
pursuant to a will or the laws of descent and distribution shall have the
right to exercise the option in lieu of the Participant.
9. Change of Control
-----------------
a. Definition
----------
"Change of Control" shall mean a change of control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or in response to any similar item or
any similar schedule or form) promulgated under the Act whether or not
the Company is then subject to such reporting requirements. Further,
without limiting the generality of the foregoing, such a Change of
Control shall be deemed to have occurred if any of the following events
takes place:
(i) The Company is a party to a merger,
consolidation, sale of assets or other
reorganization, or a proxy contest, as a
consequence of which members of the Board in
office immediately prior to such transaction
or event constitute less than a majority of
the Board thereafter;
(ii) During any period of twenty-four consecutive
months, individuals who at the beginning of
such period constitute the Board of Directors
(including for this purpose any new director
whose election or nomination
-7-
<PAGE> 8
for election by the Company's stockholders was
approved by a vote of at least two-thirds of
the directors then still in office who were
directors at the beginning of such period)
cease for any reason to constitute at least a
majority of the Board of Directors; or
(iii) At any time when the outstanding voting
securities of the Company are required to be
registered under Section 12 of the Act, any
"person" (as such term is used in Sections
13(d) and 14(d) of the Act) is or becomes the
"beneficial owner," as defined in Rule 13d-3
under the Act, directly or indirectly, of
securities of the Company representing 20%
or more of the combined voting power of the
Company's then outstanding securities;
PROVIDED, HOWEVER, this clause (iii)
shall not apply to the acquisition by a
person of securities of the Company
representing 20% or more, but not in excess
of 50% of the combined voting power of the
Company's then outstanding securities if such
acquisition of securities has been approved
by a vote of at least two thirds of the
directors in office just prior to the
issuance or sale of securities to such
person.
-8-
<PAGE> 9
For purposes of this paragraph (iii), the term "person" shall exclude
any person or group who on the date hereof is the beneficial owner,
directly or indirectly, of securities representing 10% or more of the
combined voting power of the Company's presently outstanding
securities. Notwithstanding the foregoing, in no event shall the
consummation of the spin-off reorganization approved by the Board of
Directors of the Company on August 24, 1993, constitute a Change of
Control for purposes of this Agreement (the "Spinoff Reorganization").
b. Exercise and Vesting Options
----------------------------
All options outstanding under this Plan at the time of a Change of
Control shall immediately become vested and exercisable, notwithstanding
the provisions of Section 7 to the contrary, and will be exercisable
until the end of their term as set at time of grant.
10. Plan Amendment
--------------
The Board may suspend the Plan or amend the Plan if deemed to be in the
best interests of the Company and its stockholders; provided, however, that
(i) no such amendment may impair any Participant's right regarding any
outstanding stock option without his or her consent, and (ii) the Plan may
not be amended more than once every six months, and only to the extent such
amendment is permitted by Rule 16b(c)(2)(ii)(B), or its successor,
under the 1934 Act.
-9-
<PAGE> 10
11. Future Rights
-------------
Neither the Plan, nor the granting of stock options nor any other action
taken pursuant to the Plan, shall constitute or be evidence of any
agreement understanding, express or implied, that the Company will retain a
Participant for any period of time, or at any particular rate of
compensation as a member of the Board. Nothing in this Plan shall in any
way limit or affect the right of the Board or the shareholders of the
Company to remove any Participant from the Board or otherwise terminate his
or her service as a member of the Board.
12. Governing Law
-------------
The validity, construction and effect of the Plan and any actions taken or
relating to the Plan and any and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Rhode
Island and applicable federal law.
13. Rights as a Shareholder
-----------------------
A participant shall have no rights as a shareholder of the Company,
including rights to receive dividends on or to vote Shares subject to an
option, until the Participant becomes the holder of record of the
Shares underlying the option.
-10-
<PAGE> 1
EXHIBIT 5
November 1, 1995
The Providence Journal Company
75 Fountain Street
Providence, RI 02902
Re: 1994 Employee and Non-Employee Director Stock Option Plan
---------------------------------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by The Providence Journal Company (the
"Company") with the Securities and Exchange Commission on the date hereof in
connection with the registration under the Securities Act of 1933, as amended,
of 4,150 additional shares of the Company's Class A Common Stock, $1.00 par
value (the "Common Stock"), to be issued pursuant to stock options under the
Company's 1994 Employee Stock Option Plan and the Company's 1994 Non-Employee
Director Stock Option Plan (the "Plans").
We have served as counsel for the Company and, as such, have assisted in
the organization thereof under the laws of the State of Delaware and are
familiar with all corporate proceedings since its organization. We have
examined the following documents and records:
1. The Certificate of Incorporation of the Company, as amended;
2. The By-laws of the Company, as amended;
3. The Plans;
4. All corporate minutes and proceedings of the Company relating to
the Plans and the issuance of the Common Stock being registered
under the Registration Statement; and
5. The specimen certificate of the Common Stock.
We have also examined such further documents, records and proceedings as
we have deemed pertinent in connection with the issuance of said Common Stock.
In our examination, we have
<PAGE> 2
The Providence Journal Company
November 1, 1995
Page Two
assumed the genuineness of all signatures, the legal capacity of natural
persons, the completeness and authenticity of all documents submitted to us as
originals, and the conformity to the originals of all documents submitted
to us as certified, photostatic or conformed copies, and the validity of all
laws and regulations.
We are qualified to practice law in the State of Rhode Island and we do
not purport to express any opinion herein concerning any law other than the laws
of the State of Rhode Island, the federal law of the United States and the
General Corporation Law of the State of Delaware.
Based upon such examination, it is our opinion that the Common Stock
being registered by the Registration Statement, when issued and paid for as
contemplated by the Plans, assuming due execution of the certificates therefor,
will be legally issued, fully paid and non-assessable.
Partners and of counsel attorneys of Edwards & Angell own 106 shares of
the Registrant. Benjamin P. Harris, III, a Director of the Registrant, is a
partner of Edwards & Angell.
We hereby consent to the use of our name in and the use of this opinion
in connection with the Registration Statement and all amendments thereto.
Very truly yours,
EDWARDS & ANGELL
By: /s/ Laura N. Wilkinson
-----------------------
Laura N. Wilkinson
Partner
-2-
<PAGE> 1
EXHIBIT 23(a)
-------------
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders of
The Providence Journal Company:
We consent to the incorporation by reference herein of our reports on the
consolidated financial statements and schedule of Providence Journal Company
and Subsidiaries and to the reference to our firm under the heading "Experts"
in the Prospectus.
/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Providence, Rhode Island
October 31, 1995
<PAGE> 1
EXHIBIT 23(b)
-------------
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this registration statement of
The Providence Journal Company on Form S-8 of our report on the financial
statements of King Holding Corp. and subsidiaries dated February 10, 1995,
appearing in Registration Statement No. 33-57479 of The Providence Journal
Company dated August 31, 1995.
We also consent to the reference to us under the heading "Experts" in the
Prospectus which is a part of such registration statement.
/s/Deloitte & Touche LLP
Boston, Massachusetts
October 31, 1995
