<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
------------------------------
Restricted Stock Unit Plan
--------------------------
(Full title of the plan)
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 price per offering registration
registered to be registered share price* fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
RESTRICTED STOCK
UNIT PLAN
Class A Common 1,250 $3,021 $3,776,250 $1,303
Stock, $1.00 shares
par value
- --------------------------------------------------------------------------------
<FN>
*Computed pursuant to Rule 457(h)(i), based upon the book value of the
Class A Common Stock as of March 1, 1996, which was $3,021 per share.
</TABLE>
<PAGE> 3
PROSPECTUS
----------
1,250 Shares
THE PROVIDENCE JOURNAL COMPANY
Class A Common stock
$1.00 Par Value
THE OFFERING
This Prospectus relates to 1,250 shares of Class A Common Stock, $1.00 par
value (the "Class A Common Stock"), of The Providence Journal Company (the
"Corporation") that have been or may be awarded to certain executive officers of
the Corporation through conversion of restricted stock units issued by the
Corporation and its predecessor as part of the Corporation's Restricted Stock
Unit Plan (the "RSU Plan"). The officers to whom such shares of the Class A
Common Stock may be awarded are referred to herein as the "Selling
Stockholders". Specific information as to the Selling Stockholders may be found
on pages 3-4 of this Prospectus. The Corporation has been informed that said
1,250 shares of Class A 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 April 2, 1996
<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 filing 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 Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
2. 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 Class A 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 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.
<PAGE> 5
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.
SELLING STOCKHOLDERS
<TABLE>
Set forth below is information as to the Selling Stockholders, the number
of shares of Class A 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 units are awarded and vested) 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 Class A Common May Be Owned After
the Corporation Stock Owned (1) Offered (2) Offering (3)
- --------------- --------------- ----------- ------------
<S> <C> <C> <C>
Stephen Hamblett (4) 741 327 414
Chairman of the
Board, Chief
Executive Officer,
Publisher and
Director
Trygve E. Myhren (5) 463 245 218
Director and Former
President and Chief
Operating Officer
Thomas N. Matlack 35 33 2
Vice President-
Finance
John A. Bowers 114 88 26
Vice President-
Human Resources
Jack C. Clifford 217 131 86
Vice President-
Broadcasting and
Cable Television
John L. Hammond 67 64 3
Vice President-
Legal
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
Number of Number of
Name and Number of Shares Shares Which Shares to Be
Position with of Class A Common May Be Owned After
the Corporation Stock Owned (1) Offered (2) Offering (3)
- --------------- --------------- ----------- ------------
<S> <C> <C> <C>
Howard G. Sutton 46 40 6
Vice President-
General Manager
Joel N. Stark 37 31 6
Vice President-
Publishing Develop-
ment and Marketing
Harry Dyson 39 33 6
Treasurer and Secreta
<FN>
- ----------
(1) Includes the maximum number of shares that may be received assuming all
units are vested under the RSU Plan and shares that the Selling
Stockholders have the right to acquire beneficial ownership of within 60
days through the exercise of stock options granted under stock option
plans of the Corporation.
(2) Includes the maximum number of shares that may be received assuming all
units are vested under the RSU Plan.
(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 Class A Common Stock after completion of the offering.
Includes only shares not acquired pursuant to the RSU Plan.
(4) Mr. Hamblett also owns 148 shares of the Corporation's Class B Common
Stock (the "Class B Common Stock").
(5) Mr. Myhren resigned his position as President and Chief Operating
Officer of the Corporation, effective March 31, 1996, but will remain as
a Director of the Corporation following such date.
</TABLE>
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 of Rule 144 limit the number of shares which each of the above
persons, and any other persons with whom a Selling Stockholder is acting in
concert for the purpose of selling the Class A Common Stock, may sell in any
three-month period to 385 shares of Class A Common Stock.
LEGAL MATTERS
The validity of shares of Class A 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 94 shares of the
Registrant. Benjamin P. Harris, III, a Director of the Corporation, is a senior
partner of Edwards & Angell.
<PAGE> 7
EXPERTS
The consolidated financial statements and schedule of The Providence
Journal Company and Subsidiaries as of December 31, 1994 and 1995 and for each
of the years in the three-year period ended December 31, 1995 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 and given upon the authority of said firms as experts in
accounting and auditing.
The consolidated financial statements and supplemental schedule of King
Holding Corp. and subsidiaries as of December 31, 1994 and for each of the two
years in the period ended December 31, 1994 incorporated in this prospectus by
reference from the Corporation's Annual Report on Form 10-K, 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 given upon their authority as experts in accounting
and auditing.
<PAGE> 8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant are
incorporated in this Registration Statement by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
2. 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
<PAGE> 9
Item 5. Interests of Named Experts and Counsel.
The validity of the Class A 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 senior 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.
Item 7. Exemption From Registration Claimed
Not applicable
<PAGE> 10
Item 8. Exhibits.
4(a)- Restated Articles of Incorporation, as amended of the Registrant
(incorporated by reference to Exhibit 1 of the Registrant's Form 8-A
dated September 29, 1995)
4(b)- By-laws of the Registrant (incorporated by reference to Exhibit
3(b) of Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 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.
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 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> 11
SIGNATURES AND AMENDMENTS
Each person whose signature appears below hereby constitutes and appoints
Stephen Hamblett, the Chairman of the Board and Chief Executive Officer and John
L. Hammond, 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 April 2, 1996.
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 April 2, 1996.
<CAPTION>
Signatures Title
---------- -----
<S> <C>
/s/ Stephen Hamblett
- --------------------- Director; Chairman of
Stephen Hamblett the Board and Chief
Executive Officer
(principal executive
officer)
- --------------------- Director
Trygve E. Myhren
</TABLE>
(Signatures continued on next page)
<PAGE> 12
<TABLE>
<S> <C>
/s/ Thomas N. Matlack
- ---------------------------- Vice President-Finance
Thomas N. Matlack (principal financial 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
- ---------------------------- Director
Peter B. Freeman
/s/ Benjamin P. Harris, III
- --------------------------- Director
Benjamin P. Harris, III
/s/ Paul A. Maeder
- ---------------------------- Director
Paul A. Maeder
- ---------------------------- Director
John W. Rosenblum
/s/ Henry D. Sharpe, Jr.
- ---------------------------- Director
Henry D. Sharpe, Jr.
/s/ W. Nicholas Thorndike
- ---------------------------- Director
W. Nicholas Thorndike
/s/ John W. Wall
- ---------------------------- Director
John W. Wall
- ---------------------------- Director
Patrick R. Wilmerding
</TABLE>
<PAGE> 1
EXHIBIT 5
April 2, 1996
The Providence Journal Company
75 Fountain Street
Providence, RI 02902
Re: The Providence Journal Company Restricted Stock Unit 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 additional shares
of the Company's Class A Common Stock, $1.00 par value (the "Common Stock"), to
be issued pursuant to stock units awarded under the Company's Restricted Stock
Unit 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
<PAGE> 2
The Providence Journal Company
April 2, 1996
Page Two
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 94 shares of the
Registrant. Benjamin P. Harris, III, a Director of the Registrant, is a senior
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
<PAGE> 1
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 and 13 which are dated March 4, 1996 and
February 27, 1996, respectively, which report appears in the December 31, 1995
annual report on Form 10-K of The Providence Journal Company and subsidiaries,
and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
-------------------------
KPGM Peat Marwick LLP
Providence, Rhode Island
April 2, 1996
<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/S-3 of our report on the financial
statements of King Holding Corp. dated February 10, 1995, appearing in the
Annual Report on Form 10-K of The Providence Journal Company and Subsidiaries
for the year ended December 31, 1995 and to the reference to us under the
heading "Experts" in the Prospectus, which is a part of such Registration
Statement.
/s/ Deloitte & Touche LLP
---------------------------
Deloitte & Touche LLP
Boston, Massachusetts
April 2, 1996
47982v6
