FORM S-8
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
Stock Purchase Plan
(Full title of the plan)
John L. Hammond, Esq.
Vice President - General Counsel & Chief Administrative Officer
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
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered(1)(2) share(3)price(3) fee
Class A 20,000 $15.94 $318,800 $110.00
Common Stock, shares
$1.00 par
value(4)
(1) The shares of Common Stock being registered consist of the estimated number
of shares which may be purchased by the Agent over a period of one year from the
effective date hereof. The estimated number of shares is 20,000.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(3) This calculation is made solely for the purpose of determining the amount of
the registration fee and is based upon a price of $15.94 per share, which was
the average high and low prices of Common Stock reported on July 10, 1996.
(4) The Class A Common Stock registered hereunder includes the associated Class
A Rights.
<PAGE>
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 Company are incorporated in this Registration
Statement by reference:
1. The Company's Prospectus dated June 24, 1996 filed with the
Commission on June 25, 1996 under Rule 424(b) of the Securities Exchange
Act of 1934, as amended.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, as amended by Form 10-Q/A dated June 11, 1996.
3. The Company's Current Report on Form 8-K dated May 8, 1996.
4. The description of the Class A Common Stock contained in the
Company's Registration Statement on Form 8-A dated September 29, 1995
and any amendment or report filed for the purpose of updating such
description.
5. The description of the Class A Common Stock contained in the
Company's Registration Statement on Form 8-A dated May 8, 1996 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 other documents filed with the Commission by the Company pursuant to
Section 13(a), 13(c), 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 shall be deemed to be incorporated by reference in this Registration
Statement 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.
The validity of shares of Common Stock offered hereby will be passed upon
for the Company by Edwards & Angell, Providence, Rhode Island. Partners and of
counsel attorneys of Edwards & Angell own 50,310 shares of the Company. Benjamin
P. Harris, III, a Director of the Company, is a senior partner of Edwards &
Angell and beneficially owns 21,150 and 21,600 shares of the Class A Common
Stock and the Class B Common Stock, respectively.
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 the Registrant may and,
in certain cases, must be indemnified by the 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 and not opposed to the best interests of
the 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 the 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 the
Registrant shall indemnify each person who is or was an officer or Director of
the 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 the Registrant shall be personally liable to the 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 the 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4(a) The Providence Journal Company Stock Purchase Plan
4(b) Restated Articles of Incorporation, as amended and By-laws
of the Registrant (incorporated by reference to Exhibits 3.1
and 3.2 of the Registrant's Amendment No. 1 to Registration
Statement on Form S-1 dated May 31, 1996.) 5 Opinion of
Edwards & Angell re: legality
5 Opinion of Edwards & Angell re: Legality
23(a) Independent Auditors' Consent - 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 the 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.
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 Registrant's bylaws, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange 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.
<PAGE>
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 July 17, 1996.
THE PROVIDENCE JOURNAL COMPANY
By: /s/ Stephen Hamblett
Stephen Hamblett
Chairman of the Board
and Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints
the Chairman of the Board and Chief Executive Officer, the Vice
President-General Counsel & Chief Administrative Officer or the Vice
President-Finance and Chief Financial Officer, 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.
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 July 17, 1996.
Signatures Title
/s/ Stephen Hamblett Director; Chairman of
Stephen Hamblett the Board and Chief
Executive Officer
(principal executive
officer)
/s/Thomas N. Matlack Vice President-Finance
Thomas N. Matlack and Chief Financial Officer
(principal financial officer
and accounting officer)
/s/ F. Remington Ballou Director
F. Remington Ballou
/s/ Henry P. Becton, Jr Director
Henry P. Becton, Jr.
/s/ Fanchon M. Burnham Director
Fanchon M. Burnham
/s/ Kay K. Clarke Director
Kay K. Clarke
/s/ Peter B. Freeman Director
Peter B. Freeman
/s/ Benjamin P. Harris, III Director
Benjamin P. Harris, III
Paul A. Maeder Director
/s/ Trygve E. Myhren Director
Trygve E. Myhren
/s/ John W. Rosenblum Director
John W. Rosenblum
/s/ W. Nicholas Thorndike Director
W. Nicholas Thorndike
/s/ John W. Wall Director
John W. Wall
/s/ Patrick R. Wilmerding Director
Patrick R. Wilmerding
EXHIBIT 4(a)
THE PROVIDENCE JOURNAL COMPANY
STOCK PURCHASE PLAN
SECTION 1
Purpose of Plan
This Plan, which shall be known as The Providence Journal Company Stock
Purchase Plan (the "Plan") is designed to enable eligible employees and
directors to acquire an ownership interest in The Providence Journal Company
(the "Company"), which term includes subsidiaries of the Company unless the
context otherwise requires, and in this way to share in its future. The Plan
provides an entirely voluntary method of purchasing shares of Common Stock of
the Company in convenient installments. Its operation should bring about
increasing mutuality of interests between employees, directors and stockholders
and thus aid in the continued development of the Company.
SECTION 2
Definitions
For the purpose of the Plan, unless the context clearly or necessarily
indicates the contrary, the following words and phrases shall have the meaning
set forth in the definitions below:
(a) "Company" shall mean any subsidiary or division or office of The
Providence Journal Company, a Delaware corporation, or any subsidiary or
division of any one of its subsidiaries, or any separate office of any such
employing unit, or any business controlled by the Company which may by action of
the Company be included in the Plan with respect to all or any portion of its
eligible employees or directors.
(b) "Board of Directors" shall mean the Board of Directors of The
Providence Journal Company as it may be constituted from time to time.
(c) "Administrator" shall mean the Corporate Human Resources Department
of the Company.
(d) "Common Stock" shall mean shares of Class A Common Stock, $1.00 par
value, of The Providence Journal Company.
(e) "Participant" shall mean any eligible individual who elects to
participate in the Plan through authorizing payroll deductions or conversion of
compensation as long as such individual maintains or has an undistributed or
unwithdrawn account under the Plan.
(f) "Compensation" shall mean an employee's base pay or a director's
retainer and meeting fees.
(g) "Agent" shall mean the Agent or Agents from time to time in office
pursuant to designations made in accordance with the Plan.
(h) "Payroll Period" shall mean any period on account of which
Compensation is regularly paid to a Participant.
(i) "Effective Date" shall mean August 1, 1996.
SECTION 3
Eligibility
3.1 Unless otherwise provided by the Administrator, any director of the
Company or any benefited employee of the Company who has reached the age of
majority in his state of residence, other than an employee covered by a
collective bargaining agreement unless the provisions of the collective
bargaining agreement provide otherwise, shall be eligible to participate in the
Plan.
3.2 Notwithstanding any provision hereinabove to the contrary, no
employee or director shall be entitled to participate or to continue
participation if applicable laws of any state, country or jurisdiction prohibit
his/her participation in the Plan or render its provisions invalid or
inoperative in their application to such employee or director.
3.3 In the event that at any time a Participant no longer meets the
eligibility requirements of Section 3.1 (other than by reason of a change in
employment status deemed by the Administrator to be temporary) or is no longer
entitled to participate because of the provisions of Section 3.2, then his/her
participation in the Plan shall terminate.
SECTION 4
Participation
4.1 Each person who is an eligible employee or director on the Effective
Date may elect to participate in the Plan effective on the Effective Date. Each
other employee or director who is or becomes eligible after the Effective Date
may elect to participate in the Plan effective the first Payroll Period of each
calendar quarter. An eligible employee or director shall elect to participate by
authorizing a payroll deduction to be made for his/her account. Such
authorization shall be made by notice to the Company in the form prescribed by
the Administrator no later than the 20th of the month preceding the beginning of
the calendar quarter.
4.2 Unless otherwise provided by the Administrator, participation by a
Participant in the Plan will become effective on the Effective Date or on the
first Payroll Period of the calendar quarter following the Administrator's
receipt of all required forms, and shall remain in effect unless and until
his/her participation election is changed or canceled in the manner hereinafter
provided.
SECTION 5
Employee Contributions
5.1 Each Participant shall, through payroll deduction in each Payroll
Period, contribute the amount that may from time to time be authorized by
him/her. Unless otherwise provided by the Administrator, all payroll deductions
shall be in whole dollar amounts from a minimum contribution of $10 to a maximum
of $1,500 per Payroll Period.
5.2 A Participant may change the amount of his/her authorized payroll
deduction (within the limits specified in Section 5.1) once per calendar quarter
by delivering to the Administrator such forms as the Administrator may require.
Unless otherwise provided by the Administrator, such change shall be effective
as promptly as practicable on or after the Administrator's receipt of the
required forms.
5.3 If a Participant ceases to receive Compensation because of an
authorized leave of absence, medical leave, military service or temporary
layoff, or if he/she becomes temporarily ineligible to participate in the Plan
by reason of a change of status of his/her employment with the Company, his/her
payroll deduction shall be automatically suspended.
5.4 A Participant may cancel his/her authorized payroll deduction by
written notice received by the Company, which cancellation shall become
effective as promptly as practicable after the Company's receipt of his/her
cancellation request. If contributions by a Participant shall cease, either
because of cancellation or otherwise, except for suspensions permitted under
Section 5.3, the Participant's participation under the Plan shall terminate and
the Participant shall not be eligible to renew participation in the Plan until
six (6) months after such termination of participation. Upon expiration of such
six (6) month period, an employee or director may reauthorize payroll deductions
in accordance with Section 5.1.
SECTION 6
Investment of Contributions
6.1 On a monthly basis, the Company shall pay over to the Agent the
amount of the total payroll deductions for all Participants during each Payroll
Period within the month. Amounts contributed by a Participant through payroll
deduction shall not be returned to the Participant under any circumstances, but
will be applied to purchase Common Stock under the Plan. Under no circumstances
shall interest be paid to a Participant on such contributions held by either the
Company or the Agent pending investment of such contribution.
6.2 On a monthly basis, the Agent shall use cash contributions to
purchase originally issued shares of Common Stock or shares purchased in the
open market. Such purchases shall be valued at the fair market value of Common
Stock on the date of purchase. For purposes of the Plan, fair market value shall
mean the average of the high and low sale prices of the Common Stock as traded
on an applicable stock exchange or in an established over-the-counter trading
market for the date in question, or if there is no sale on such date, then the
average of such high and low sale prices on the last previous day on which a
sale is reported. All dividends and cash increments of any kind received from
time to time by the Agent on such shares may be invested in additional shares of
Common Stock.
6.3 If any increment is in the form of stock (other than Common
Stock) or securities or other property of any kind, or rights or interests
therein, then such increment shall be converted into cash by the Agent and such
cash shall be applied as promptly as practicable after such conversion in the
same manner as cash contributions. Notwithstanding the foregoing provision, if
for any reason it proves impracticable in the opinion of the Agent to convert
such increment into cash, then it may in its sole discretion determine the
method and time of sale, disposition, use, application or conversion of the
same, provided that Participants in no way lose or are deprived of their
proportionate interests therein or in the proceeds thereof and provided further
that, in the event of withdrawal by or distribution to a Participant prior to
the receipt by the Agent of cash therefor, the Agent shall cause such increment
to be fairly and properly valued in such manner as it may in its sole discretion
determine and shall pay over to such Participant his/her proportionate interest
therein in cash, in kind, by certificate evidencing such interests, or
otherwise.
SECTION 7
Accounts of Participants
7.1 There shall be established and kept by the Agent, under the
direction of the Administrator, a separate but unsegregated account for each
Participant in such manner as the Administrator may in its sole discretion
determine, provided that the conditions of this Section 7 are complied with.
Such account shall reflect all contributions made by each Participant and also
all allocations thereto of shares of Common Stock or other property held by the
Agent.
7.2 There shall be allocated to the account of each Participant, as of
the end of each month, a number of shares of Common Stock (calculated to the
fourth decimal place) equal to the amount of contributions deposited in the
Participant's account from prior Payroll Periods divided by the average price
per share of Common Stock purchased by the Agent during such month pursuant to
Section 6.
7.3 There also shall be allocated to the account of each Participant, as
of the end of each month, a proportionate number (calculated to the fourth
decimal place) of the total shares of Common Stock purchased by the Agent during
such month pursuant to Section 6 with any dividends or increments (or proceeds
therefrom) for which the payment date falls within such month based upon the
number of shares in the Participant's account as of the record date for such
dividend (after including any allocation made pursuant to Section 7.2 but
without including any allocation made for the month pursuant to this Section
7.3) in relation to the aggregate number of shares (similarly determined) in
accounts of all Participants. Any increment not converted into cash and applied
to the purchase of Common Stock (as permitted by Section 6.3) shall be similarly
allocated.
SECTION 8
Distribution of Accounts and
Withdrawals By Participants
8.1 A Participant may withdraw all or any portion of his/her account
upon notification to the Agent, which withdrawal will be effective as promptly
as practicable on or after the Agent's receipt of a Participant's withdrawal
request. The minimum partial withdrawal is 10 shares of Common Stock.
8.2 As promptly as practicable on or after the Agent's receipt of a
Participant's withdrawal (whole or partial) request, the Agent shall distribute
to a withdrawing Participant all the whole shares of Common Stock comprising his
account (or applicable portion thereof, in the case of a partial withdrawal) and
in addition such amount of cash as shall be equal to the fair market value (as
defined in Section 6.2 above) of any withdrawable fractional interest in a share
of such Common Stock; provided however that, in the case of a whole withdrawal
of shares, if the date of determination falls during the period commencing on
any dividend record date and ending on the dividend payment date to which such
record date relates, such withdrawal shall not be effected until dividends for
such record date have been invested in additional shares of Common Stock and
such shares have been allocated to the account of the Participant.
8.3 In the event that a Participant's employment or service on the Board
of Directors is for any reason terminated, his/her entire account held by the
Agent shall become distributable. As promptly as practicable on or after the
date on which the account of a Participant becomes distributable, the Agent
shall distribute to the Participant or his/her designated beneficiary or
beneficiaries, or in the absence of any such designation in the manner provided
in Section 10, all the whole shares of Common Stock comprising his/her account,
and in addition such amount of cash as shall be equal to the market value as of
the date of termination of any distributable fractional interest in a share of
such Common Stock; provided, however, that if the date of determination falls
during the period commencing on any dividend record date and ending on the next
ensuing dividend payment date, such distribution shall not be effected until
dividends for such record date have been invested in additional shares of Common
Stock and such shares have been allocated to the account of the Participant.
SECTION 9
Administration
9.1 The Plan shall be administered by the Corporate Human Resources
Department.
9.2 The Administrator shall have full authority, subject to the express
provisions of the Plan, to establish from time to time such rules and
regulations as it deems necessary or desirable for the proper and effective
administration of the Plan. It shall prescribe the various forms and documents
to be used in connection with the operation of the Plan and also the times for
giving any notice required by the Plan except as otherwise expressly provided.
9.3 The Administrator also shall have full authority to construe and
interpret the provisions of the Plan, to settle and determine any controversies
and disputes as to rights and benefits thereunder, and to decide any questions
of fact arising under the Plan.
9.4 In general, the Administrator may take such action in connection
with and for purposes of the Plan as it believes advisable to carry it into
effect and to maintain its operations. Any determination or interpretation made
or given by the Administrator shall be binding and conclusive upon all persons.
9.5 The Administrator may make such rules and regulations for the
conduct of its business as it shall deem advisable, subject to the general
control of the Board of Directors.
9.6 All expenses of administration of the Plan, including without
limitation legal fees, agents' fees, costs of supplies, auditing fees and other
costs of operations shall be borne by the Company which shall upon request
reimburse the Agent from time to time therefor.
9.7 All commissions, transfer taxes, charges and costs directly involved
in the purchase by the Agent of shares of Common Stock shall be paid by the
Company.
SECTION 10
Designation of Beneficiary
10.1 A Participant shall have the right, unless prohibited or restricted
by the laws of the state, country or jurisdiction applicable to such action, to
designate a beneficiary or beneficiaries who shall receive distributions of
his/her account under the Plan in the event of his/her death. Such designation
shall be in writing delivered to the Agent and may be changed by him/her from
time to time by subsequent written notice, in each case on the form prescribed
by the Administrator for such purpose. To become effective such designation must
be actually received by the Agent and shall not be recognized if it is delivered
after the death of the Participant.
10.2 Upon the death of a Participant and upon receipt of evidence
satisfactory to the Administrator of the identity and existence of the
beneficiary or beneficiaries designated by the Participant, the Administrator
shall direct the Agent to distribute to such beneficiary or beneficiaries the
account of the Participant. In the absence of such designation and satisfactory
evidence, or in the event of any doubt as to the validity or effectiveness of a
designation, the Administrator shall direct the Agent to distribute such account
to the executor or administrator of the estate of the Participant.
10.3 The Agent may, at the direction of the Administrator, distribute
the account of a Participant to any conservator or guardian of such Participant
or of his/her property.
10.4 No designated beneficiary or beneficiaries shall, prior to the
death of the Participant by whom he has been designated, acquire any interest in
the account of the Participant. The designation of a beneficiary or
beneficiaries pursuant to Section 10.1 may not be revoked, changed or canceled
by any testamentary disposition made by the Participant.
SECTION 11
Agency Agreement
11.1 The Company shall enter into an Agency Agreement with the Agent
designated as below provided. The Agency Agreement shall provide, among other
things, that all contributions, funds and property received thereunder shall be
held, managed, invested, disposed of and distributed in accordance with the
terms and conditions of the Plan.
11.2 There shall be one or more Agents, either corporate or individual,
in each case appointed and subject to removal by the Company. In case of the
death, incapacity, resignation or removal of any Agent, a successor shall be
appointed by the Company.
11.3 The Company may from time to time enter into such further
agreements with the Agent or other parties, make such amendments to the Agency
Agreement or such further agreements, and take such other action and execute and
deliver such other instruments as the Company, in its entire discretion, may
deem necessary or desirable to carry the Plan into effect and to facilitate its
administration.
SECTION 12
Assignment or Attachment
12.1 Except as otherwise provided by law, no right, benefit or interest
of any Participant or beneficiary under the Plan may be made subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge and any attempt or arrangement on the part of any person
so to do shall be void.
12.2 No such right, benefit or interest shall in any way be subject to
or liable for the debts, contracts, commitments, obligations, liabilities or
torts of any Participant or beneficiary under the Plan or subject to attachment
or legal process for or against such person.
SECTION 13
Voting of Stock
13.1 Prior to the holding of each annual or special meeting of
stockholders of the Company, there will be furnished to each Participant the
proxy statement for such meeting, together with a form to be sent to the Agent
on which may be set forth the Participant's instructions as to the manner of
voting the shares of Common Stock then held by the Agent to the extent of
his/her proportionate interest therein. Upon receipt of such instructions the
Agent shall vote such stock in accordance therewith.
13.2 If, within such reasonable period of time prior to any such meeting
of stockholders as may be specified by the Agent, no instructions have been
received by the Agent from a Participant, the Agent shall be entitled in its
sole discretion, in person or by proxy, to vote the shares of Common Stock
represented by the Participant's account in such manner as it may decide or if
the Agent wishes to refrain from voting. The Agent also shall be entitled in its
sole discretion to vote in like manner upon any matters as to which as a
practical matter no instructions can be given prior to the meeting.
SECTION 14
Reports and Information
14.1 Each Participant shall be furnished, not less often than once a
quarter, at such time or times as may be fixed by the Administrator, a statement
setting forth the status of his/her account.
14.2 The Administrator, in its discretion, shall arrange to give to
Participants other material and data regarding the Company or the Plan which it
believes is desirable or necessary to furnish for their information and
guidance, including the Annual Report of the Company.
SECTION 15
Immunity of Certain Parties
15.1 No liability, except for acts done or omitted in bad faith, shall
attach to or be incurred by any of the stockholders, officers, directors,
employees or agents of the Company, or the Agent under the Agency Agreement or
any one of them, or any of their agents, under or by reason of the terms,
conditions and provisions contained in the Plan or in the Agency Agreement, or
for any acts or decisions taken or made thereunder; and, as a condition
precedent to participation in the Plan or to the receipt of benefits thereunder,
any such liability is expressly waived and released by each Participant and by
any and all persons claiming under or through the Participant, such waiver and
release to be conclusively evidenced by the act of participation or by the
acceptance of benefits under the Plan.
15.2 No stockholder, officer, director, employee or agent of the
Company, and no Agent under the Agency Agreement or any of their agents, shall
be liable for any act or action, whether of commission or omission, taken by any
other stockholder, officer, director, employee or agent of the Company, or by
any other Agent under the Agency Agreement, nor for anything done or omitted to
be done by himself, except on account of his/her own acts done or omitted in bad
faith.
SECTION 16
Termination or Amendment of Plan
16.1 By vote of the Board of Directors the Plan may at any time be
terminated, either in its entirety or in its application to any subsidiary or
division or other employing unit, and may, from time to time, be amended or
revised as to its provisions to the extent permitted by applicable law,
provided, however, that no termination, amendment or revision shall affect
adversely any right or interest of any Participant with respect to contributions
theretofore made.
16.2 Notice of any termination, amendment or revision shall, not later
than thirty (30) days thereafter, be given to each Agent and to each Participant
affected thereby in such manner as may be determined by the Administrator. No
amendment or revision which alters or affects the rights, duties or
responsibilities of the Agent shall become effective without its consent.
16.3 Upon termination of the Plan, either in its entirety or in its
application to any subsidiary or division or other employing unit pursuant to
Section 16.1, the account of each Participant affected thereby shall be
distributed to him/her as soon as practicable in the same manner as provided in
Section 8.
SECTION 17
Notices
17.1 Any notice or communication to a Participant under or in connection
with the Plan shall, unless otherwise required by the Administrator, be deemed
duly given if delivered to the Participant or if mailed postage prepaid to
him/her at his/her most recent address on the records pertaining to the Plan.
17.2 Any notice or communication to the Company under or in connection
with the Plan shall, unless otherwise required by the Administrator, be deemed
duly given if delivered in writing to the Administrator.
17.3 The Administrator may prescribe from time to time such forms of
notice as it may deem desirable. Any notice to the Company for which the time is
not specified by the Plan must be given at a reasonable time in advance of its
becoming effective.
SECTION 18
Miscellaneous
18.1 Neither the act of establishing the Plan nor any provisions thereof
or action taken thereunder shall be construed as giving any Participant the
right to be retained as an employee of the Company, and the right and power of
the Company to dismiss or discharge any employee is specifically reserved.
18.2 No Participant nor any person claiming under or through him/her
shall have any right or interest under the Plan except to the extent expressly
granted therein.
18.3 The Administrator or the Agent may require compliance with or
satisfaction of any legal requirement which may be deemed by them necessary as a
condition for participation in the Plan or for distribution or payment of
interests or benefits thereunder.
18.4 By his act of participating in the Plan or of accepting any
benefits thereunder, a Participant, and any person claiming under or through
him/her, shall thereby be conclusively deemed to have accepted and consented to
the application to him/her of the provisions of the Plan and of the Agency
Agreement.
18.5 The provisions of this Plan shall, in accordance with its terms, be
binding upon and inure to the benefit of, all successors of the Company and of
each employee participating in the Plan.
18.6 For the purposes of the Plan, unless the contrary is clearly
indicated by the context, the use of the masculine gender shall also include
within its meaning the feminine, and the use of the singular shall also include
within its meaning the plural and vice versa.
18.7 The Plan shall become effective upon its adoption by the Board of
Directors of the Company, subject to compliance with all applicable laws and
regulations.
SECTION 19
Applicable Law
Any question concerning or in respect to the validity, construction,
interpretation, administration and effect of the Plan, and of any rules and
regulations promulgated by the Company, the Administrator or the Agent, or
concerning or in respect of the rights or privileges of any Participant or of
any person having or claiming to have an interest therein or thereunder, shall
be governed exclusively by and in accordance with the laws of the State of Rhode
Island.
EXHIBIT 5
July 17, 1996
The Providence Journal Company
75 Fountain Street
Providence, RI 02902
Re: Stock Purchase 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 20,000 additional shares of the Company's Class A Common Stock, $1.00 par
value (the "Common Stock"), to be issued pursuant to the Company's Stock
Purchase Plan (the "Plan").
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 Plan;
4. All corporate minutes and proceedings of the Company relating to
the Plan 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 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 Plan, 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 50,310 shares
of the Registrant. Benjamin P. Harris, III, a Director of the Registrant, is a
senior partner of Edwards & Angell and beneficially owns 21,150 and 21,600
shares of the Class A Common Stock and the Class B Common Stock, respectively.
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
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Shareholders of
The Providence Journal Company:
We consent to the incorporation by reference herein of our report dated
February 16, 1996, except for notes 2, 13 and 17 which are dated March 4, 1996,
February 27, 1996 and June 18, 1996, respectively and to the reference to our
firm under the heading "Experts" in the prospectus dated June 24, 1996. This
report contains an explanatory paragraph that states that the Company completed
the Merger and related transactions with Continental Cablevision, Inc. and the
Kelso Buyout on October 5, 1995 which resulted in the disposal of the Company's
cable operations, and the acquisition of the Company's joint venture partner's
interest in King Holding Corp.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Providence, Rhode Island
July 16, 1996
EXHIBIT 23(b)
INDEPENDENT AUDITORS CONSENT
King Holding Corp.:
We consent to the incorporation by reference in this Registration
Statement of The Providence Journal Company (the "Company") on Form S-8 of our
report dated February 10, 1995 relating to the consolidated financial statements
of King Holding Corp. for the two years ended December 31, 1994, appearing in
the Prospectus dated June 24, 1996 of the Company relating to Registration
Statement No. 333-02703 on Form S-1.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Boston, Massachusetts
July 17, 1996
