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Registration No. 33-63883
Rule 424(b)(3)
PROSPECTUS
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1,058 Shares
THE PROVIDENCE JOURNAL COMPANY
Class A Common stock
$1.00 Par Value
THE OFFERING
This Prospectus relates to 1,058 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 1,058 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 8, 1995
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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
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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>
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<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>
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<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 50 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>
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(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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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.
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