-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N9502qREhQ1PyfqQ9mNxVBSeNh7S3c9hwWP1ORyIjmhjFi3GxN7O2zFuuLU9HukZ 08RgdVtbPxaaPca9aB0Iqg== 0000950124-99-002209.txt : 19990331 0000950124-99-002209.hdr.sgml : 19990331 ACCESSION NUMBER: 0000950124-99-002209 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990330 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PULITZER INC CENTRAL INDEX KEY: 0001068848 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 431819711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-56053 FILM NUMBER: 99579209 BUSINESS ADDRESS: STREET 1: 900 N TUCKER BLVD CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143408402 MAIL ADDRESS: STREET 1: 900 NORTH TUCKER BLVD CITY: ST LOUIS STATE: MO ZIP: 63101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PULITZER INC VOTING TR UNDER AGREEMENT DATED MARCH 18 1999 CENTRAL INDEX KEY: 0001082913 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 431454442 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 900 NORTH TUCKER BLVD. CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143408402 SC 13D 1 SCHEDUEL 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Pulitzer Inc. --------------------------- (Name of Issuer) Common Stock (issuable upon conversion of Class B Common Stock) --------------------------------------------------------------- (Title of Class of Securities) 745769109 ----------- (CUSIP Number) Richard A. Palmer, Esq. Fulbright & Jaworski L.L.P. 666 Fifth Avenue New York, New York 10103 (212) 318-3000 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 18, 1999 --------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. 2 SCHEDULE 13D [ CUSIP NO. 745769109 ] [ PAGE 2 OF 49 PAGES ] - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pulitzer Inc. 1999 Voting Trust - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 13,573,126 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,573,126 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 60.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 3 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 3 OF 49 PAGES ] - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Emily Rauh Pulitzer, James V. Maloney and William Bush, as Trustees of the Trust created by Joseph Pulitzer, Jr. under Indenture of Trust, dated June 12, 1974, as amended on October 20, 1992 (Trust A) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 10,560 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,560 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,560 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than .1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 4 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 4 OF 49 PAGES ] - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Emily Rauh Pulitzer, James V. Maloney and William Bush, as Trustees of the Trust created by Joseph Pulitzer, Jr. under Indenture of Trust, dated June 12, 1974, as amended on October 20, 1992 (Trust B) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 5,929,733 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 675,259 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,560,110 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,929,733 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 5 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 5 OF 49 PAGES ] - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Emily Rauh Pulitzer, as Trustee of the Pulitzer Family Trust - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 330,260 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 37,641 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,560,110 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 330,260 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 6 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 6 of 49 pages ] - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Emily Rauh Pulitzer, Voting Trustee, Individually and as Trustee of various Trusts - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 13,573,126 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 754,014 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,570,670 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,573,126 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 60.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 7 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 7 of 49 pages ] - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael E. Pulitzer, Voting Trustee and as Trustee of various Trusts and a Foundation - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 13,573,126 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 712,900 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,597,890 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,573,126 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 60.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 8 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 8 of 49 pages ] - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ronald H. Ridgway, Voting Trustee - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 13,573,126 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,573,126 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 60.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 9 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 9 of 49 pages ] - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert C. Woodworth, Voting Trustee - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 13,573,126 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,573,126 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 60.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 10 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 10 of 49 pages ] - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cole C. Campbell, Voting Trustee - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 13,573,126 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,573,126 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 60.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 11 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 11 of 49 pages ] - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David E. Moore, Voting Trustee, Individually and as Trustee of various Trusts and Foundations - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,695 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 13,573,126 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,364,131 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,560,110 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,574,821 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 12 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 12 of 49 pages ] - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David E. Moore, Trustee of David E. Moore Grantor Retained Annuity Trust, dated February 5, 1998 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 651,231 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 651,231 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 651,231 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 13 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 13 of 49 pages ] - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Ceil and Michael E. Pulitzer Foundation, Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 37,780 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 37,780 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,780 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - ------------------------------------------------------------------------------- 14 SCHEDULE [ CUSIP NO. 745769 10 9 ] [ PAGE 14 of 49 pages ] - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael E. Pulitzer, as Trustee U/A, dated March 22, 1982, F/B/O Michael E. Pulitzer - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 3,391,683 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 712,900 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,560,110 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,391,683 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 15 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 15 of 49 pages ] - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard A. Palmer, as Trustee U/A, dated August 16, 1983, F/B/O Michael E. Pulitzer - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 46,170 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 46,170 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 46,170 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 16 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 16 of 49 pages ] - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Bush and Richard A. Palmer, as Trustees U/I, dated November 3, 1987, F/B/O Bianca Pulitzer - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 9,132 EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 9,132 WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,132 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than .1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - ------------------------------------------------------------------------------- 17 SCHEDULE 13D [CUSIP NO. 745769 10 9] [Page 17 of 49 pages] - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Bush and James V. Maloney, as Trustees of the Bianca Pulitzer 1998 Family Trust U/I, dated February 9, 1998 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 4,187 EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 4,187 WITH ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,187 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than .1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 18 SCHEDULE 13D [CUSIP NO. 745769 10 9] [Page 18 of 49 pages] - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Bush and Richard A. Palmer, as Trustees U/I, dated November 3, 1987, F/B/O Elinor Pulitzer - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 8,427 EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 8,427 WITH ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,427 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than .1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 19 SCHEDULE 13D [CUSIP NO. 745769 10 9] [Page 19 of 49 pages] - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Bush and Richard A. Palmer, as Trustees U/I, dated November 3, 1987 F/B/O, Elkhanah Pulitzer - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 9,132 EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 9,132 WITH ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,132 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than .1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 20 SCHEDULE 13D [CUSIP NO. 745769 10 9] [Page 20 of 49 pages] - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Bush and James V. Maloney, as Trustees of the Elkhanah Pulitzer 1998 Family Trust U/I, dated February 9, 1998 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 4,187 EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 4,187 WITH ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,187 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than .1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 21 SCHEDULE 13D [CUSIP NO. 745769 10 9] [Page 21 of 49 pages] - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Bush and Richard A. Palmer, as Trustees U/I, dated November 3, 1987, F/B/O Joseph Pulitzer V - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 8,427 EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 8,427 WITH ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,427 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than .1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 22 SCHEDULE 13D [CUSIP NO. 745769 10 9] [Page 22 of 49 pages] - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Bush and Richard A. Palmer, as Trustees U/I, dated January 14, 1988, F/B/O Theodosia Cochrane Pulitzer - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 6,094 EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 6,094 WITH ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,094 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than .1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 23 SCHEDULE 13D [CUSIP NO. 745769 10 9] [Page 23 of 49 pages] - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Bush and Richard A. Palmer, as Trustees U/I, dated January 14, 1988, F/B/O Michael E. Pulitzer III - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 6,094 EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 6,094 WITH ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,094 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than .1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 24 SCHEDULE 13D [CUSIP NO. 745769 10 9] [Page 24 of 49 pages] - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Bush and Richard A. Palmer, as Trustees U/I, dated January 14, 1988, F/B/O Philip Sherwood Pulitzer - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 6,094 EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 6,094 WITH ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,094 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than .1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 25 SCHEDULE 13D [CUSIP NO. 745769 10 9] [Page 25 of 49 pages] - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Bush and Richard A. Palmer, as Trustees U/I, dated January 14, 1988, F/B/O Samuel Pulitzer - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 6,369 EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 6,369 WITH ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,369 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than .1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 26 SCHEDULE 13D - --------------------------------- -------------------------- CUSIP NO. 745769 10 9 Page 26 of 49 pages - --------------------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Bush and Richard A. Palmer, as Trustees U/I, dated January 14, 1988, F/B/O Sarah G. Pulitzer - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 6,369 EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 6,369 WITH ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,369 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than .1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 27 SCHEDULE 13D - --------------------------------- -------------------------- CUSIP NO. 745769 10 9 Page 27 of 49 pages - --------------------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Bush and Richard A. Palmer, as Trustees U/I, dated May 4, 1990, F/B/O Shelton Campbell Voges III - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 5,408 EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 5,408 WITH ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,408 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than .1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 28 SCHEDULE 13D - --------------------------------- -------------------------- CUSIP NO. 745769 10 9 Page 28 of 49 pages - --------------------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Bush and Richard A. Palmer, as Trustees U/I, dated October 19, 1990, F/B/O Clarissa Reed Dore Golding - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 5,408 EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 5,408 WITH ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,408 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than .1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 29 SCHEDULE 13D - --------------------------------- -------------------------- CUSIP NO. 745769 10 9 PAGE 29 OF 49 PAGES - --------------------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Bush and Richard A. Palmer, as Trustees U/I, dated March 12, 1996, F/B/O Harrison Stell Golding - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,180 EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,180 WITH ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,180 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than .1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 30 SCHEDULE 13D - --------------------------------- -------------------------- CUSIP NO. 745769 10 9 PAGE 30 of 49 pages - --------------------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William Bush and Richard A. Palmer, as Trustees U/I, dated October 21, 1993, F/B/O Grayson Carroll Voges - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,649 EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 2,649 WITH ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,649 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than .1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 31 SCHEDULE 13D - ------------------------------- ---------------------------- CUSIP NO. 745769109 PAGE 31 of 49 pages - ------------------------------- ---------------------------- ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities to which this Schedule relates is Common Stock, $.01 par value per share (the "Common Stock"), of Pulitzer Inc., a Delaware corporation (the"Company"), issuable upon the conversion of the Class B Common Stock, $.01 par value per share (the "Class B Common Stock"), of the Company. The principal executive offices of the Company are located at 900 North Tucker Boulevard, St. Louis, Missouri 63101. ITEM 2. IDENTITY AND BACKGROUND. This Schedule is being filed by a voting trust (the "Voting Trust"), its trustees and parties to the agreement relating thereto (collectively referred to as the "Filing Group"). The members of the Filing Group are filing this Schedule as they may be deemed to be a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except as expressly otherwise set forth in this Schedule, each member of the Filing Group disclaims beneficial ownership of the shares of Class B Common Stock beneficially owned by any other member of the Filing Group or any other person. This Schedule is also being filed by certain members of the Filing Group who are parties to an agreement which relates to the disposition of shares of the Company's Common Stock and Class B Common Stock. Thus such persons may also be deemed a "group" within the meaning of the Exchange Act although they expressly disclaim beneficial shares owned by any other person. The name, residence or business address, present principal occupation or employment, the name, principal place of business and address of any corporation or other organization in which such employment is carried on, and citizenship of each member of the Filing Group is set forth in Appendix I hereto, which Appendix is incorporated herein by reference. During the last 5 years, none of the persons listed in Appendix I (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws. Information with respect to each member of the Filing Group is given solely by such trustee or beneficiary, and no member of the Filing Group has responsibility for the accuracy or completeness of the information supplied by another member. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to transactions described more fully in Item 4, each member of the Filing Group received one share of Pulitzer Inc. Common Stock for each share of Pulitzer Publishing Company ("Pulitzer Publishing") Common Stock held and one share of Pulitzer Inc. Class B Common Stock for each share of Pulitzer Publishing Class B Common Stock held. 32 SCHEDULE 13D - ------------------------------- ---------------------------- CUSIP NO. 745769109 PAGE 32 of 49 pages - ------------------------------- ---------------------------- ITEM 4. PURPOSE OF TRANSACTION. On March 18, 1999, Pulitzer Publishing completed the spin-off of its newspaper publishing and related new media business assets to the Company. Pulitzer Publishing then distributed all the shares of capital stock of the Company to its shareholders and was subsequently merged with and into Hearst-Argyle Television, Inc. ("Hearst-Argyle"). As a result of the spin-off and merger, former Pulitzer Publishing stockholders received one share of the Company's Common Stock for each share of Pulitzer Publishing Common Stock held and one share of the Company's Class B Common Stock for each share of Pulitzer Publishing Class B Common Stock held. All the members of the Filing Group had deposited their shares of Pulitzer Publishing Class B Common Stock in a voting trust pursuant to a voting trust agreement dated June 19, 1995 (the "1995 Voting Trust Agreement") which was terminated on March 18, 1999. The Filing Group deposited their shares of the Company's Class B Common Stock into a voting trust (the "1999 Voting Trust") pursuant to a voting trust agreement, dated March 18, 1999 (the "1999 Voting Trust Agreement") attached hereto as Exhibit 1. In connection with Pulitzer Publishing's request for a private letter ruling from the IRS regarding the spin-off, Marital Trust B U/I Joseph Pulitzer, Jr. dated 6/12/74, as amended 10/20/92 ("Marital Trust B"), Pulitzer Family Trust, Trust dated 3/22/82 FBO Michael E. Pulitzer (the "MEP Trust") and David E. Moore (each a "Signatory" and collectively the "Signatories") entered into a letter agreement, dated October 23, 1998 (the "Agreement"), under which, among other things, the Signatories agreed to certain limitations on his, her or its ability to dispose of shares of the Company (Emily Rauh Pulitzer is a trustee of Marital Trust B and the Pulitzer Family Trust and Michael E. Pulitzer is a trustee of the MEP Trust). The Agreement provides that, for one year following the spin-off and merger, each Signatory may only dispose of the Company's Common Stock and Class B Common Stock in certain limited circumstances. Any sales of the Company's Common Stock must be made simultaneously and proportionately with sales of Series A Common Stock of Hearst-Argyle. Furthermore, each Signatory may not dispose of more than 3.15% of the Company's outstanding Common Stock and Class B Common Stock, unless otherwise agreed in writing by the other Signatories, and the Signatories, collectively may not dispose of more than 9.5% of the Company's outstanding Common Stock and Class B Common Stock. A copy of the Agreement is attached hereto as Exhibit 3. In connection with the spin-off, Emily Rauh Pulitzer, Michael E. Pulitzer and David E. Moore (the "5% Holders") entered into an agreement with the Company whereby, subject to the provisions thereof, the 5% Holders may request that the Company register with the Securities and Exchange Commission shares of the Company issued to the 5% Holders in connection with the spin-off (the "Registration Rights Agreement"). A copy of the Registration Rights Agreement is attached hereto as Exhibit 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of March 18, 1999, there were issued and outstanding 14,339,284 shares of Class B Common Stock, which are convertible on a one-for-one basis into shares of Common Stock. The Voting Trust may be deemed to be the beneficial owner of 13,573,126 shares of Class B Common Stock, having 89.5% of the combined voting power of the Class B Common Stock and Common Stock. Assuming conversion of all Class B Common Stock into Common Stock, the shares of Class B Common Stock held by the Voting Trust would represent approximately 60.0% of the outstanding shares of Common Stock. Because each of the trustees currently shares voting power with regard to matters other than any proposal for a merger, consolidation, recapitalization or dissolution of the Company or disposition of all or substantially all of its assets, the calling of a special meeting of stockholders and the removal of directors, each trustee may also be deemed to be the beneficial owner of all such Class B Common Stock for purposes of this Amendment. Pursuant to Rule 13d-4 of the Exchange Act, each such trustee disclaims such beneficial ownership of any shares of Class B Common Stock or Common Stock attributable to him solely by reason of his position as trustee. Michael E. Pulitzer beneficially owns 13,573,126 shares of Class B Common Stock, which, assuming conversion, constitutes approximately 60.0% of the outstanding shares of Common Stock. Emily Rauh Pulitzer beneficially owns 13,573,126 shares of Class B Common Stock which, assuming conversion, constitutes approximately 60.0% of the outstanding shares of Common Stock. David E. Moore beneficially owns 13,574,821 shares of Class B Common Stock, which, assuming conversion, constitutes approximately 60.0% of the outstanding shares of Common Stock. Marital Trust B beneficially owns 5,929,733 shares of Class B Common Stock, which, assuming conversion, constitutes approximately 26.2% of the outstanding shares of Common Stock. Pulitzer Family Trust beneficially owns 330,260 shares of Class B Common Stock, which, assuming conversion, constitutes approximately 1.5% of the outstanding shares of Common Stock. 33 SCHEDULE 13D - ------------------------------- ---------------------------- CUSIP NO. 745769109 PAGE 33 of 49 pages - ------------------------------- ---------------------------- The MEP Trust beneficially owns 3,391,683 shares of Class B Common Stock, which, assuming conversion, constitutes approximately 15.0% of the outstanding shares of Common Stock. The Signatories together beneficially own 13,574,821 shares of Class B Common Stock, which, assuming conversion, constitutes approximately 60.0% of the outstanding shares of Common Stock. Each of the Signatories disclaims beneficial ownership of any and all shares of Class B Common Stock beneficially owned by any of the other Signatories. However, the Signatories may nevertheless be deemed to constitute a group by reason of their being party to the agreements set forth in Item 4. (b) Mr. Pulitzer has the sole power to dispose of or direct the disposition of 712,900 shares of Class B Common Stock held by the MEP Trust. By virtue of the Agreement, Mr. Pulitzer shares with the Signatories Holders the power to dispose of or direct the disposition of (i) 2,678,783 shares held by the MEP Trust, (ii) 5,254,474 shares of Class B Common Stock held by Marital Trust B, (iii) 292,619 shares of Class B Common Stock held by the Pulitzer Family Trust and (iv) 1,695 shares of Common Stock and 2,332,538 shares of Class B Common Stock held by David E. Moore directly. Furthermore, Mr. Pulitzer shares the power to dispose of, or direct the disposition of 37,780 shares held in the Ceil and Michael E. Pulitzer Foundation, Inc. (the "Foundation") with Ceil Pulitzer, as trustees. Ms. Pulitzer has the sole power to dispose of or to direct the disposition of (i) 675,259 shares held by Marital Trust B, (ii) 37,641 shares held by the Pulitzer Family Trust and (iii) 41,114 shares of Class B Common Stock which she holds directly. By virtue of the Agreement, Ms. Pulitzer shares with the Signatories the power to dispose of or direct the disposition of (i) the 5,254,474 shares held by Marital Trust B, (ii) 2,678,783 shares held by MEP Trust, (iii) 292,619 shares held by the Pulitzer Family Trust and (iv) 1,695 shares of Common Stock and 2,332,538 shares of Class B Common Stock held by David E. Moore directly. Furthermore, Ms. Pulitzer shares the power to dispose of, or to direct the disposition of, 10,560 shares of Class B Common Stock held by Marital Trust A U/I Joseph Pulitzer, Jr. dated 6/12/74, as amended 10/12/92 ("Marital Trust A") with James V. Maloney and William Bush, successor trustees of Marital Trust A. Mr. Moore has the sole power to vote or direct the vote of, and to dispose of or direct the disposition of, 1,695 shares of Common Stock he holds directly. Mr. Moore also has the sole power to dispose of or direct the disposition of 712,900 shares of Class B Common Stock which he holds directly. By virtue of the Agreement, Mr. Moore shares with the Signatories the power to dispose of or direct the disposition of, (i) 5,254,474 shares held by Marital Trust B, (ii) 292,619 shares held by the Pulitzer Family Trust, (iii) 2,678,783 shares held by the MEP Trust and (iv) 1,695 shares of Common Stock and 2,332,538 shares of Class B Common Stock which he holds directly. Furthermore, Mr. Moore has the sole power to dispose of, or direct the disposition of, 651,231 shares of Class B Common Stock held by the David E. Moore 1998 Grantor Retained Annuity Trust dated February 5, 1998 (the "DEM Trust") of which he is the sole trustee. (c) Apart from the receipt of shares of the Company's Common Stock and Class B Common Stock pursuant to transactions described in Item 4, no 5% Holder or other Signatory has engaged in any transaction of shares of any class of Common Stock of the Company during the past 60 days. (d) With respect to the shares held by the MEP Trust and the Foundation no person other than the MEP Trust, the Foundation, and the respective trustees and beneficiaries thereof have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class B Common Stock beneficially owned by such trusts (Mr. Pulitzer is also a beneficial owner of the shares held by such trusts). With respect to the shares held directly by Emily Rauh Pulitzer, no person other than Ms. Pulitzer has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class B Common Stock beneficially owned by Ms. Pulitzer. With respect to the shares held by Marital Trust A, Marital Trust B and the Pulitzer Family Trust, only such respective trusts and the trustees and beneficiaries thereof have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class B Common Stock beneficially owned by such trusts (Ms. Pulitzer is also a beneficiary of the shares held by such trusts.) With respect to the shares held directly by David E. Moore, no person other than Mr. Moore has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class B Common Stock beneficially owned by Mr. Moore. With respect to the shares held by the DEM Trust, no person other than the DEM Trust and the trustees and beneficiaries thereof have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class B Common Stock beneficially owned by such trust (Mr. Moore is also a beneficiary of the shares held by such trust). (e) Inapplicable. 34 SCHEDULE 13D - ------------------------------- ---------------------------- CUSIP NO. 745769109 PAGE 34 of 49 pages - ------------------------------- ---------------------------- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. All of the members of the Filing Group have entered into an agreement, dated as of March 18, 1999, providing for the creation of the Voting Trust (the "1999 Voting Trust Agreement"), pursuant to which each of such persons has deposited the shares of Class B Common Stock owned by that person into the Voting Trust and has received or will receive from the Voting Trust one or more certificates (each, a "Voting Trust Certificate") evidencing that persons interest in the shares so deposited. The trustees of the Voting Trust generally have all voting rights with respect to the shares of Class B Common Stock subject to the Voting Trust; however, in connection with certain matters, including any proposal for a merger, consolidation, recapitalization or dissolution of the Company or disposition of all or substantially all of its assets, the calling of a special meeting of stockholders and the removal of directors, the trustees may not vote the shares deposited in the Voting Trust, except in accordance with written instructions from the holders of the Voting Trust Certificates. The 1999 Voting Trust Agreement is attached hereto as Exhibit 1. In connection with Pulitzer Publishing's request for a private letter ruling from the IRS regarding the spin-off, the Signatories entered into the Agreement, under which, among other things, each Signatory agreed to certain limitations on his, her or its ability to dispose of shares of the Company. In connection with the spin-off, the 5% Holders entered into the Registration Rights Agreement, whereby subject to the provisions thereof, the 5% Holders may request that the Company register with the Securities and Exchange Commission shares of the Company issued to the 5% Holders in connection with the spin-off. Copies of the Agreement and the Registration Rights Agreement are attached hereto as Exhibits 3 and 4. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 1999 Voting Trust Agreement Exhibit 2 Power of Attorney (Contained in Exhibit 1) Exhibit 3 Letter Agreement, dated October 23, 1998, by and among Marital Trust B U/I Joseph Pulitzer Jr. dated 06/12/74, as amended 10/20/92, Pulitzer Family Trust, Trust dated 03/22/82 FBO Michael E. Pulitzer and David E. Moore Exhibit 4 Registration Rights Agreement, dated March 18, 1999, by and among Pulitzer Inc., Emily Rauh Pulitzer, Michael E. Pulitzer and David E. Moore ----------------- 35 SCHEDULE 13D - ------------------------------- ---------------------------- CUSIP No. 745769 10 9 Page 35 of 49 pages - ------------------------------- ---------------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Voting Trustees: Voting Trust under Voting Trust Agreement, dated as of March 18, 1999 By: /s/ Ronald H. Ridgway ------------------------------------------------ Ronald H. Ridgway, Voting Trustee Voting Trustees: --------------- /s/ Cole C. Campbell ---------------------------------------------------- Cole C. Campbell /s/ Margaret J. Warner ---------------------------------------------------- Margaret J. Warner, Attorney in Fact for David E. Moore /s/ Emily Rauh Pulitzer --------------------------------------------------- Emily Rauh Pulitzer /s/ Michael E. Pulitzer --------------------------------------------------- Michael E. Pulitzer /s/ Ronald H. Ridgway --------------------------------------------------- Ronald H. Ridgway /s/ Robert C. Woodworth --------------------------------------------------- Robert C. Woodworth 36 SCHEDULE 13D - ------------------------------- ----------------------------- CUSIP No. 745769 10 9 Page 36 of 49 pages - ------------------------------- ----------------------------- Depositing Stockholders: Trust created by Joseph Pulitzer, Jr. under Indenture of Trust, dated June 12, 1974, as amended on October 20, 1992 (Trust A) By: /s/ Ronald H. Ridgway -------------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Emily Rauh Pulitzer, Trustee By: /s/ Ronald H. Ridgway -------------------------------------------------- Ronald H. Ridgway, Attorney in Fact for James V. Maloney, Trustee By: /s/ Ronald H. Ridgway -------------------------------------------------- Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee Trust created by Joseph Pulitzer, Jr. under Indenture of Trust, dated June 12, 1974, as amended on October 20, 1992 (Trust B) By: /s/ Ronald H. Ridgway -------------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Emily Rauh Pulitzer, Trustee By: /s/ Ronald H. Ridgway -------------------------------------------------- Ronald H. Ridgway, Attorney in Fact for James V. Maloney, Trustee By: /s/ Ronald H. Ridgway -------------------------------------------------- Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee 37 SCHEDULE 13D - --------------------------------- ------------------------------ CUSIP No. 745769 10 9 Page 37 of 49 pages - --------------------------------- ------------------------------ Pulitzer Family Trust By: /s/ Ronald H. Ridgway ---------------------------------------- Ronald H. Ridgway, Attorney in Fact for Emily Rauh Pulitzer, Trustee /s/ Ronald H. Ridgway ------------------------------------------- Ronald H. Ridgway, Attorney in Fact for David E. Moore /s/ Ronald H. Ridgway ------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Michael E. Pulitzer By: /s/ Ronald H. Ridgway --------------------------------------- Ronald H. Ridgway, Attorney in Fact for David E. Moore, Trustee The Ceil and Michael E. Pulitzer Foundation, Inc. By: /s/ Ronald H. Ridgway ---------------------------------------- Ronald H. Ridgway, Attorney in Fact for Michael E. Pulitzer, Trustee /s/ Ronald H. Ridgway -------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Joseph Pulitzer IV 38 SCHEDULE [ CUSIP NO. 745769 10 9 ] [ PAGE 38 of 49 pages ] Michael E. Pulitzer, as Trustee U/A, dated March 22, 1982, F/B/O Michael E. Pulitzer By: /s/ Ronald H. Ridgway -------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Michael E. Pulitzer, Trustee Richard A. Palmer, as Trustee U/A, dated August 16, 1983, F/B/O Michael E. Pulitzer By: /s/ Ronald H. Ridgway -------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Richard A. Palmer, Trustee William Bush and Richard A. Palmer, as Trustees U/I, dated November 3, 1987, F/B/O Bianca Pulitzer By: /s/ Ronald H. Ridgway -------------------------------------------- Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway -------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Richard A. Palmer, Trustee William Bush and James V. Maloney, as Trustees of the Bianca Pulitzer 1998 Family Trust U/I, dated February 9, 1998 By: /s/ Ronald H. Ridgway -------------------------------------------- Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway -------------------------------------------- Ronald H. Ridgway, Attorney in Fact for James V. Maloney, Trustee 39 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 39 of 49 pages ] William Bush and Richard A. Palmer as Trustees U/I, dated November 3, 1987, F/B/O Elinor Pulitzer By: /s/ Ronald H. Ridgway -------------------------------------------- Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway -------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Richard A. Palmer, Trustee William Bush and Richard A. Palmer, as Trustees U/I, dated November 3, 1987, F/B/O Elkhanah Pulitzer By: /s/ Ronald H. Ridgway -------------------------------------------- Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway -------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Richard A. Palmer, Trustee William Bush and James V. Maloney, as Trustees of the Elkhanah Pulitzer 1998 Family Trust U/I, dated February 9, 1998 By: /s/ Ronald H. Ridgway -------------------------------------------- Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway -------------------------------------------- Ronald H. Ridgway, Attorney in Fact for James V. Maloney, Trustee 40 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 40 of 49 pages ] William Bush and Richard A. Palmer, as Trustees U/I, dated November 3, 1987, F/B/O Joseph Pulitzer V By: /s/ Ronald H. Ridgway ------------------------------------------------ Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway ------------------------------------------------ Ronald H. Ridgway, Attorney in Fact for Richard A. Palmer, Trustee William Bush and Richard A. Palmer, as Trustees U/I, dated January 14, 1988, F/B/O Theodosia Cochrane Pulitzer By: /s/ Ronald H. Ridgway ------------------------------------------------ Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway ------------------------------------------------ Ronald H. Ridgway, Attorney in Fact for Richard A. Palmer, Trustee William Bush and Richard A. Palmer, as Trustees U/I, dated January 14, 1988, F/B/O Michael E. Pulitzer III By: /s/ Ronald H. Ridgway ------------------------------------------------ Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway ------------------------------------------------ Ronald H. Ridgway, Attorney in Fact for Richard A. Palmer, Trustee 41 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 41 of 49 pages ] William Bush and Richard A. Palmer, as Trustees U/I, dated January 14, 1988, F/B/O Philip Sherwood Pulitzer By: /s/ Ronald H. Ridgway ---------------------------------------------- Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway ---------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Richard A. Palmer, Trustee William Bush and Richard A. Palmer, as Trustees U/I, dated January 14, 1988, F/B/O Samuel Pulitzer By: /s/ Ronald H. Ridgway ---------------------------------------------- Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway ---------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Richard A. Palmer, Trustee William Bush and Richard A. Palmer, as Trustees U/I, dated January 14, 1988, F/B/O Sarah G. Pulitzer By: /s/ Ronald H. Ridgway ---------------------------------------------- Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway ---------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Richard A. Palmer, Trustee 42 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 42 of 49 pages ] William Bush and Richard A. Palmer, as Trustees U/I, dated May 4, 1990, F/B/O Shelton Campbell Voges III By: /s/ Ronald H. Ridgway --------------------------------------------- Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway --------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Richard A. Palmer, Trustee William Bush and Richard A. Palmer, as Trustees U/I, dated October 19, 1990, F/B/O Clarissa Reed Dore Golding By: /s/ Ronald H. Ridgway --------------------------------------------- Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway --------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Richard A. Palmer, Trustee William Bush and Richard A. Palmer, as Trustees U/I, dated March 12, 1996, F/B/O Harrison Stell Golding By: /s/ Ronald H. Ridgway --------------------------------------------- Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway --------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Richard A. Palmer, Trustee 43 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 43 OF 49 PAGES ] William Bush and Richard A. Palmer, as Trustees U/I, dated May 4, 1990, F/B/O Shelton Campbell Voges III By: /s/ Ronald H. Ridgway --------------------------------------------- Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway --------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Richard A. Palmer, Trustee William Bush and Richard A. Palmer, as Trustees U/I, dated October 19, 1990, F/B/O Clarissa Reed Dore Golding By: /s/ Ronald H. Ridgway --------------------------------------------- Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway --------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Richard A. Palmer, Trustee William Bush and Richard A. Palmer, as Trustees U/I, dated March 12, 1996, F/B/O Harrison Stell Golding By: /s/ Ronald H. Ridgway --------------------------------------------- Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway --------------------------------------------- Ronald H. Ridgway, Attorney in Fact for Richard A. Palmer, Trustee 44 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 44 OF 49 PAGES ] William Bush and Richard A. Palmer, as Trustees U/I, dated October 21, 1993, F/B/O Grayson Carroll Voges By: /s/ Ronald. H. Ridgway ------------------------------------------------------ Ronald H. Ridgway, Attorney in Fact for William Bush, Trustee By: /s/ Ronald H. Ridgway ------------------------------------------------------ Ronald H. Ridgway, Attorney in Fact for Richard A. Palmer, Trustee 45 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 45 OF 49 PAGES ] APPENDIX I - VOTING TRUST The name, residence or business address and present principal occupation or employment, and the name, place of business and address of any corporation or other organization in which such employment is carried on, of each member of the Filing Group, is set forth below. Except as otherwise indicated, the business address of each of such persons is 900 North Tucker Boulevard, St. Louis, Missouri 63101. Each individual listed below is a citizen of the United States.
Name and Residence Present Principal or Business Address Occupation or Employment - ------------------- ------------------------ Michael E. Pulitzer Chairman of the Board President and Chief Executive Officer of the Company Ronald H. Ridgway Senior Vice President- Finance of the Company Cole C. Campbell Editor of the St. Louis Post-Dispatch David E. Moore 8 Bird Lane Retired Journalist Rye, New York 10580 Emily Rauh Pulitzer 4903 Pershing St. Louis, MO 63108 Art Historian
46 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 46 OF 49 PAGES ]
Name and Residence Present Principal or Business Address Occupation or Employment - ------------------- ------------------------ William Bush and Richard A. Palmer* as Trustees U/I, dated 10/19/90 F/B/O Clarissa Reed Dore Golding
47 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 47 OF 49 PAGES ]
Name and Residence Present Principal or Business Address Occupation or Employment - ------------------- ------------------------ Richard A. Palmer,* Tr. U/A dtd 8/16/83 F/B/O Michael E. Pulitzer William Bush and Richard A. Palmer,* as Trustees U/I dated 11/3/87 F/B/O Bianca Pulitzer William Bush and Richard A. Palmer,* as Trustees U/I dated 11/3/87 F/B/O Elinor Pulitzer William Bush and Richard A. Palmer,* as Trustees U/I dated 11/3/87 F/B/O Elkhanah Pulitzer
48 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 48 OF 49 PAGES ]
Name and Residence Present Principal or Business Address Occupation or Employment - ------------------- ------------------------ William Bush and Richard A. Palmer,* as Trustees U/I dated 11/3/87 F/B/O Joseph Pulitzer V William Bush and Richard A. Palmer,* as Trustees U/I dated 1/14/88 F/B/O Theodosia Cochrane Pulitzer William Bush and Richard A. Palmer,* as Trustees U/I dated 1/14/88 F/B/O Michael E. Pulitzer III William Bush and Richard A. Palmer,* as Trustees U/I dated 1/14/88 F/B/O Philip Sherwood Pulitzer William Bush and Richard A. Palmer,* as Trustees U/I dated 1/14/88 F/B/O Samuel Pulitzer William Bush and Richard A. Palmer,* as Trustees U/I dated 1/14/88 F/B/O Sarah G. Pulitzer William Bush and Richard A. Palmer,* as Trustees U/I dated 1/14/88 F/B/O Shelton Campbell Voges III William Bush and Richard A. Palmer,* as Trustees U/I dated 3/12/96 F/B/O Harrison Stell Golding William Bush and Richard A. Palmer,* as Trustees U/I dated 10/21/93 F/B/O Grayson Carroll Voges Emily Rauh Pulitzer, James V. Maloney and William Bush,** Succ. Tte. U/T Joseph Pulitzer, Jr. Dtd 6/12/74, As Amended 10/20/92 Marital Trust A
49 SCHEDULE 13D [ CUSIP NO. 745769 10 9 ] [ PAGE 49 OF 49 PAGES ]
Name and Residence Present Principal or Business Address Occupation or Employment - ------------------- ------------------------ Emily Rauh Pulitzer, James V. Maloney and William Bush,** Succ. Tte. U/T Joseph Pulitzer, Jr. Dtd 6/12/74, As Amended 10/20/92 Marital Trust B Emily Rauh Pulitzer,** as Trustee of the Pulitzer Family Trust David E. Moore,** Tr. David E. Moore 1998 Grantor Annuity Trust dtd 2/5/98 Michael E. Pulitzer,** Tr U/A dtd 3/22/82 F/B/O Michael E. Pulitzer The Ceil and Michael E. Pulitzer** Foundation, Inc. 900 North Tucker Boulevard St. Louis, MO 63101
EX-1 2 1999 VOTING TRUST 1 EXHIBIT 1 VOTING TRUST AGREEMENT AGREEMENT dated as of the 18th day of March, 1999, between such holders of the Class B Common Stock, par value $.01 per share ("Class B Common Stock"), of PULITZER INC., a Delaware corporation (hereinafter called the "Company"), as may become parties to this agreement in the manner hereinafter provided, (all hereinafter referred to as the "Depositing Stockholders"), and COLE C. CAMPBELL (Editor - St. Louis Post-Dispatch), DAVID E. MOORE, EMILY RAUH PULITZER, MICHAEL E. PULITZER (Chairman of the Board of the Company), RONALD H. RIDGWAY (Senior Vice President-Finance of the Company) and ROBERT C. WOODWORTH (President and Chief Executive Officer of the Company), or their successors (hereinafter referred to as the "Trustees"). W I T N E S S E T H : WHEREAS, the Depositing Stockholders deem it for the best interests of the Company and its stockholders that the Depositing Stockholders act together to secure continuity of policy and stability of management in the affairs of the Company and to these ends they propose to place their shares of Class B Common Stock in the hands of the persons who are now and will be responsible for the success of the Company to be voted and held by them as trustees for the Depositing Stockholders. The Trustees, in connection with the exercise of their judgment in determining what is in the best interest of the Company and its stockholders, shall give due consideration to the effect of their actions on the editorial and publishing integrity and the character and quality of the Company's newspaper and other operations, and all other relevant factors, including, without limitation, the social, legal and economic effects on the employees, customers, suppliers and other affected persons, firms and corporations and on the communities and geographical areas in which the Company and its subsidiaries operate or are located and on any of the businesses and properties of the Company or any of its subsidiaries, as well as such other factors as the Trustees deem relevant. In addition, the platform of the St. Louis PostDispatch printed daily on the editorial page as the principles of its founder, Joseph Pulitzer, should be considered by the Trustees in assessing the public service aspects of journalism. The 2 two preceding sentences are referred to herein as the "Statement of Policy," which shall guide the Trustees in the exercise of their judgment as provided in Paragraph 16 below. The shares of Class B Common Stock deposited hereunder shall be subject to the terms and conditions of this agreement, and the Trustees are directed to exercise the powers delegated hereunder guided by the Statement of Policy. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, it is agreed between the parties as follows: DEPOSIT OF STOCK 1. Each stockholder of the Company who becomes a party hereto by signing these presents agrees to deposit, or cause to be deposited, with the Trustees, to be held by them pursuant to the provisions of this agreement, the certificate or certificates representing the shares of Class B Common Stock of the Company now or at any time hereafter owned by him or for his benefit, duly endorsed in blank or to the Trustees, or accompanied by proper instruments of assignment and transfer duly executed in blank or to the Trustees, and accompanied by any revenue stamps required for the transfer, which deposit shall continue for a period from the date of this agreement first above written until the 18th day of March, 2009 unless sooner terminated as hereinafter provided, and to accept in lieu thereof a Voting Trust Certificate or Certificates issued hereunder in the form hereinafter provided. Any other owner of Class B Common Stock in the Company may at any time become a party hereto by depositing the certificate or certificates representing his shares of Class B Common Stock in the Company with the Trustees in like manner to be held by said Trustees under the terms hereof and by accepting in lieu thereof a Voting Trust Certificate or Certificates issued hereunder in the form hereinafter provided, and in consideration of the original deposit of Class B Common Stock by the present Depositing Stockholders the Trustees bind themselves and their successors to accept for deposit and to receive in trust hereunder any additional certificate or certificates of Class B Common Stock owned by any stockholder whomsoever and to hold any certificate so deposited in trust under the terms and conditions of this agreement. Such deposit of any additional certificate or certificates of Class B Common Stock of the Company and such acceptance of any Voting Trust Certificate or Certificates by the owner thereof shall have the same force and effect as though such owner of Class B Common Stock had in fact subscribed his name to this agreement. 2 3 WITHDRAWAL OF STOCK 2. The Trustees shall not convert into Common Stock, par value $.01 per share ("Common Stock"), of the Company any of the shares of Class B Common Stock deposited hereunder, except in conjunction with a withdrawal of shares permitted by subparagraphs (a) or (b) of this Paragraph 2. (a) A Depositing Stockholder shall be permitted to withdraw, from time to time, part or all of the Common Stock of the Company into which Class B Common Stock represented by his Voting Trust Certificate or Certificates is convertible (but not any Class B Common Stock of the Company) free of the terms of this agreement, including the Voting Trust Certificate or Certificates issued hereunder, subject to satisfaction of the following conditions and compliance with the following procedures: (1) Any Common Stock so withdrawn shall be withdrawn solely to the extent that: A. Such Common Stock is being sold (i) in a public offering pursuant to a registration statement filed by the Company and effective under the Securities Act of 1933, as amended (the "Securities Act"), (ii) pursuant to any other transaction that complies with the provisions of Rule 144 promulgated under the Securities Act and is exempt from registration under the Securities Act, (iii) to an employee benefit plan established and maintained by the Company or any wholly-owned subsidiary of the Company or any trustee or fiduciary with respect to any such plan ("Employee Benefit Plan") or (iv) to the Company or any wholly-owned subsidiary of the Company; or B. Such Common Stock is being transferred (i) to a charitable organization contributions to which are allowed as deductions for federal income, estate or gift tax purposes ("Charitable Organization") or (ii) to any charitable trust or splitinterest trust ("Charitable Trust") as described in Section 4947 of the Internal Revenue Code of 1986, as amended, and as it may from time to time be further amended (the "Code"). (2) Such Depositing Stockholder shall be deemed to have instructed, directed and authorized the Trustees to convert a sufficient number of the Company's Class B Common Stock represented by the Voting Trust Certificate or Certificates of such Depositing Stockholder into Common Stock of the Company to the 3 4 extent necessary to effect such withdrawal, it being understood that under the Company's Restated Certificate of Incorporation dated February 5, 1999 and filed on February 5, 1999 in the office of the Secretary of State of the State of Delaware ("Certificate of Incorporation"), the Common Stock so withdrawn may not thereafter be reconverted into Class B Common Stock of the Company. (3) A. Any Depositing Stockholder who shall request the withdrawal of shares of Common Stock for purposes of making a sale pursuant to Paragraph 2(a)(1)A. hereof shall, not less than three (3) New York Stock Exchange business days prior to the date on which the closing for the sale of the shares of Common Stock so to be withdrawn and sold is scheduled, deliver to the Trustees (c/o the Company at the address of the Company's principal executive offices), with duplicate copies to the Company, to the Depositary under this agreement and any transfer agent for the Common Stock appointed by the Company (the "Transfer Agent"), a Withdrawal Request substantially in the form prescribed on Exhibit A attached hereto, and, simultaneously with the delivery of such Withdrawal Request or as soon thereafter as practicable (but not less than 48 hours prior to the date of such closing), such Depositing Stockholder (together with the underwriters for such sale, or their representatives, if any) shall furnish to the Trustees (c/o the Company at the address of the Company's principal executive offices), with duplicate copies to the Company, the Depositary and the Transfer Agent, an Instruction Request, substantially in the form prescribed on Exhibit B attached hereto, setting forth the denominations in which certificates for the shares of Common Stock so sold are to be delivered at such closing and the names in which such certificates are to be registered. B. Any Depositing Stockholder who shall request the withdrawal of shares of Common Stock for the purpose of making a transfer to a Charitable Organization or a Charitable Trust pursuant to Paragraph 2(a)(1)B. hereof shall, not less than three (3) New York Stock Exchange business days prior to the date on which the transfer of the shares of Common Stock is to be made, deliver to the Trustees (c/o the Company at the address of the Company's principal executive offices), with duplicate copies to the Company, to the Depositary under this agreement and to the Transfer Agent, a Withdrawal Request, substantially in the form prescribed on Exhibit A-I attached hereto, setting forth the name of the transferee Charitable Organization or Charitable Trust, and, simultaneously with the delivery of such Withdrawal Request or as soon thereafter as practicable (but not less than 48 hours prior to the date of such transfer), such Depositing Stockholder (together with the transferee) shall furnish to the Trustees (c/o the Company at the address of the Company's principal executive offices), with duplicate copies to the Company, 4 5 the Depositary and the Transfer Agent, an Instruction Request, substantially in the form prescribed on Exhibit B-I attached hereto, setting forth the denominations in which certificates for the shares of Common Stock to be so transferred are to be delivered and the name(s) in which such certificates are to be registered, and, in the case of a transfer to a Charitable Organization, appropriate documentation, addressed to the Trustees, confirming to the satisfaction of the Trustees that contributions thereto are allowed as deductions for federal income, estate or gift tax purposes, or, in the case of a transfer to a Charitable Trust, an opinion from counsel for the Charitable Trust, addressed to the Trustees, confirming that the Charitable Trust is a charitable trust or split-interest trust as described in Section 4947 of the Code. (b) In addition to any withdrawal of shares permitted by subparagraph (a) above, a Depositing Stockholder shall be permitted to withdraw, from time to time during the term hereof for any reason, up to an aggregate number of shares of Common Stock of the Company into which Class B Common Stock represented by his Voting Trust Certificate or Certificates is convertible (but not any Class B Common Stock of the Company) free of the terms of this agreement, including the Voting Trust Certificate or Certificates issued hereunder, which equals the greater of (i) 150,000 shares of Common Stock or (ii) ten percent (10%) of the number of shares of Class B Common Stock originally deposited by such Depositing Stockholder hereunder. Appropriate adjustment shall be made for stock dividends, stock splits or reverse splits of the Class B Common Stock. Any Depositing Stockholder who shall request the withdrawal of shares of Common Stock pursuant to this Paragraph 2(b) shall deliver to the Trustees (c/o the Company at the Company's 5 6 principal executive offices), with duplicate copies to the Company, to the Depositary under this agreement and the Transfer Agent, a Withdrawal Request substantially in the form prescribed on Exhibit C attached hereto, and, simultaneously with the Withdrawal Request or as soon thereafter as practicable (but not less than 48 hours prior to the date of such withdrawal), an Instruction Request, substantially in the form prescribed on Exhibit B-II attached hereto, setting forth the denominations in which certificates for the shares of Common Stock to be so withdrawn are to be delivered and the names in which such certificates are to be registered. (c) The Trustees and the Depositing Stockholders agree that in the event of a pledge permitted by Paragraph 5 of this agreement by a Depositing Stockholder of a Voting Trust Certificate to secure indebtedness due the pledgee, each of Ronald H. Ridgway and James V. Maloney, individually, is hereby authorized for and on behalf of the Trustees, and is hereby made, constituted and appointed as their true and lawful agent and attorney-in-fact, acting separately, for and in the name, place and stead of the Trustees (1) to examine any pledge agreement or power of attorney executed in connection therewith and (2) if such documents are substantially in the form of the General Pledge Agreement ("Pledge Agreement") and Irrevocable Power of Attorney ("Power of Attorney") attached hereto as Exhibit D or in such other form as the Trustees may approve (which approval the Trustees shall not unreasonably withhold), to execute on behalf of the Trustees an Acknowledgement substantially in the form attached hereto as Exhibit E (the "Acknowledgement"). The Trustees shall have the power to designate a replacement or replacements for either or both of the foregoing attorneys-in-fact in their sole discretion. Each of the Secretary for the Voting Trust and the Voting Trustees, or any of them, is hereby authorized to certify to any such pledgee the individual or individuals who then act as attorneys-in-fact under this Paragraph 2(c) and any such pledgee shall be entitled to rely on such certification without further inquiry. The Trustees and the Depositing Stockholders further agree that any written notice duly delivered by any such pledgee to any individual or individuals who then act as attorneys-in-fact under this Paragraph 2(c) shall be deemed to constitute notice to the Trustees for purposes of this agreement. (d) Each Depositing Stockholder represents, warrants and agrees that, in the event of the execution of an Acknowledgment with respect to him pursuant to Paragraph 2(c) above, (i) the obligations of the Trustees, and the rights of the Depositing Stockholder, under this agreement, including, without limitation, Paragraphs 3, 7, 8, 9 and 10 hereof, are expressly subject to the terms of such Acknowledgement and (ii) he shall hold the Trustees and the person or persons executing the Acknowledgement harmless in connection with any actions pursuant thereto. 6 7 (e) Each Depositing Stockholder agrees that, in the event of a pledge permitted by Paragraph 5 of this agreement by him or by any other Depositing Stockholder of a Voting Trust Certificate to secure indebtedness due the pledgee and until such time as the pledge, or any loan agreement relating to the pledge, is terminated and any related promissory note of the pledgor is repaid, he shall not, whether by affirmative vote, consent, acquiescence, waiver or otherwise, and without one hundred twenty (120) days' prior written notice to the lender, or the prior written consent of the lender, amend this agreement to affect adversely the right of the pledgor (i) to pledge his Voting Trust Certificate or (ii) to convert, or have converted pursuant to the pledgor's Power of Attorney, the shares of Class B Common Stock represented by the pledgor's Voting Trust Certificate into Common Stock of the Company and withdraw such Common Stock. Each Depositing Stockholder further acknowledges and agrees that any such lender may rely upon the above representation, warranty and agreement in making any loan or extending any credit to a Depositing Stockholder that is secured by a pledge permitted by Paragraph 5 of this agreement by the Depositing Stockholder of a Voting Trust Certificate to secure indebtedness due the pledgee. VOTING TRUST CERTIFICATES 3. All certificates for shares of Class B Common Stock in the Company at any time delivered to the Trustees hereunder or thereafter acquired as a result of a distribution of shares of Class B Common Stock as a stock dividend or otherwise shall be held and disposed of by the Trustees under and pursuant to the terms and conditions of this agreement. The Trustees, in exchange for the certificate or certificates so deposited hereunder, will cause to be issued and delivered to the Depositing Stockholder a Voting Trust Certificate or Certificates for the appropriate number of shares of Class B Common Stock substantially in the form prescribed on Exhibit F attached hereto. 4. Subject to the provisions of Paragraph 1 of this agreement, the Trustees may issue temporary typewritten or printed Voting Trust Certificates conforming generally to the form prescribed on Exhibit F and may cause the same to be exchanged for definitive Voting Trust Certificates in substantially said form when the same are prepared. The Voting Trust Certificates may be executed by any one or more of the Trustees on behalf of all said Trustees. The Trustees, under such rules as they in their discretion may prescribe with respect to indemnity or otherwise, may provide for the issuance and delivery of new Voting Trust Certificates in lieu of lost, stolen or destroyed Voting Trust Certificates or in exchange for mutilated Voting Trust Certificates. 5. The Voting Trust Certificates shall not be transferred, whether by sale, assignment, gift, bequest, appointment or otherwise except to a Permitted Transferee (as that term is defined in the Company's Certificate of Incorporation) of the Company's Class B Common Stock, and the Voting Trustees shall not register any transfer except in compliance therewith. 7 8 Subject to the foregoing, the Voting Trust Certificates shall be transferable on the books of the Trustees by the holders of record thereof in person or by duly authorized attorney, subject to such regulations as may be established by the Trustees for that purpose, upon surrender thereof at the office of the Trustees, properly endorsed for transfer, and the Trustees may treat the holders of record thereof, or when duly endorsed in blank the bearers thereof, as the owners of Voting Trust Certificates for all purposes whatsoever. As a condition of making or permitting any transfer or delivery of stock certificates or Voting Trust Certificates, the trustees may require the payment of a sum sufficient to pay or reimburse them for any stamp tax or other governmental charge in connection therewith or any other charge applicable to such transfer or delivery. Every transferee of a Voting Trust Certificate or Certificates shall, by the acceptance thereof, become a party hereto with like force and effect as though an original party hereto and shall be embraced within the meaning of the term "Depositing Stockholders" wherever used herein. Notwithstanding anything to the contrary set forth herein, any Depositing Stockholder may pledge his Voting Trust Certificate and, in connection therewith, the shares of Class B Common Stock represented thereby to a pledgee pursuant to a bona fide pledge thereof as collateral security for indebtedness due to the pledgee, provided that the Voting Trust Certificate and such underlying shares shall not be transferred to or registered in the name of the pledgee and shall remain subject to the provisions of this Paragraph 5 and of Article III(2)(E) of the Company's Certificate of Incorporation. In the event of foreclosure or other similar action with respect to such collateral by the pledgee, (i) the pledged Voting Trust Certificate may be transferred only to a Permitted Transferee of the pledgor or (ii) the Class B Common Stock represented by such pledged Voting Trust Certificate may be converted into the Common Stock of the Company, and such Common Stock may be withdrawn, free of the terms of this agreement, only pursuant to, and in compliance with, Paragraph 2 of this agreement. THE DEPOSITARY 6. The Trustees agree to deposit with BNY Trust Company of Missouri ("BNY") of St. Louis, Missouri, as Depositary hereunder, the Class B Common Stock of the Company transferred in their name; provided, however, that BNY shall first agree in writing that it will, if requested to do so by any Trustee or any Depositing Stockholder, enter its appearance in any suit which may hereafter be brought in the State of Delaware, in which suit the construction, interpretation or validity of this Voting Trust Agreement or any portion thereof shall be an 8 9 issue. The Trustees may, in their absolute discretion, name a new or other Depositary to hold said shares and deliver such shares to any such new or other Depositary. No Depositary hereunder shall incur any liability to any of the parties hereto or to any assignee of the Voting Trust Certificates except for failure to exercise ordinary care in the performance of the duties of Depositary. Any Depositary acting hereunder shall be entitled to compensation in such amount as may be fixed from time to time by the Trustees, and shall be reimbursed for all expenses, including counsel fees and liabilities incurred in connection with its duties hereunder. DIVIDENDS 7. The holder of each Voting Trust Certificate shall be entitled during the life of this Voting Trust, except as hereinafter provided, to receive from time to time payments equal to the dividends payable in money, if any, received by the Trustees on a number of shares of Class B Common Stock of the Company equal to that called for by such Voting Trust Certificate, less such charges and expenses as are herein authorized to be deducted therefrom and less any income or other taxes required by law to be deducted therefrom. The Trustees, instead of themselves receiving and disbursing dividends, may instruct the Company to pay the amount of any dividends upon the shares of Class B Common Stock held by such Trustees hereunder to which such Trustees from time to time become entitled directly to the holders of the outstanding Voting Trust Certificates after deducting any charges and expenses authorized herein and any income or other taxes required by law to be deducted therefrom. Payments in respect of each such dividend shall be made according to their respective interests to the holders of outstanding Voting Trust Certificates registered as such at the close of business on the date fixed by the Trustees as a record date for the determination of the Voting Trust Certificate holders entitled to receive payments in respect of such dividends, or, if the Trustees have not fixed such date, to the holders of outstanding Voting Trust Certificates registered as such at the close of business on the date fixed by the Company for the taking of a record to determine those holders of its Class B Common Stock entitled to receive such dividend; provided, however, that the Trustees may at any time or from time to time thereafter instruct the Company to make payment in respect of such dividends to such Trustees. At the termination of this Voting Trust, the Trustees shall continue to hold the Class B Common Stock of the Company represented by any Voting Trust Certificate or Certificates issued and outstanding under this agreement and any dividend received on such Class B Common Stock until the surrender of such Voting Trust Certificate or Certificates by the holder or holders thereof. 9 10 8. In case the Trustees shall receive any fully-paid shares of Class B Common Stock of the Company, as a dividend upon the shares of Class B Common Stock held by them hereunder, the Trustees shall hold such shares subject to this agreement and shall issue Voting Trust Certificates, in proportion to their respective interests, to the holders of outstanding Voting Trust Certificates of record at the close of business on the date fixed by the Company as a record date for the determination of the stockholders entitled to receive distribution in respect of such dividend. 9. If any dividend in respect of the deposited Class B Common Stock shall be paid otherwise than in money or in fully-paid Class B Common Stock, the Trustees shall distribute the same in kind ratably among the holders of the outstanding Voting Trust Certificates entitled to receive distribution in respect of such dividend upon payment by each holder of a sum sufficient to reimburse the Voting Trustees for any stamp tax, other governmental charge or other expense to which the Voting Trustees shall have been put, or for which they shall have or will become liable in such connection. 10. In case any stock of the Company shall be offered for subscription to the holders of the Class B Common Stock, the Trustees, promptly upon receipt of notice of such offer, shall mail a copy of such notice to each holder of record of Voting Trust Certificates with a notice of the number of shares subscribable with respect to the shares of Class B Common Stock represented by his Voting Trust Certificates. Upon receipt by the Trustees, within such time as shall be fixed by the Trustees prior to the last date fixed by the Company for subscription and payment, of a request from any holder of record of a Voting Trust Certificate to subscribe in his behalf and of the amount of money required to pay for a stated number of shares of such stock (not in excess of the number of shares subscribable in respect of the shares represented by such Voting Trust Certificate), the Trustees shall make such subscription and payment. Upon receiving from the Company the certificate for the shares so subscribed for, the Trustees, if such stock be Class B Common Stock, shall hold the same under this agreement and shall issue to such holder Voting Trust Certificates in respect thereof; or if such stock be stock of another class, the Trustees shall deliver the certificate or certificates therefor to such holder. In case the stock offered for subscription by the Company be stock other than Class B Common Stock, the Trustees, in their discretion, may assign such subscription rights, pro rata, to the holders of Voting Trust Certificates in proportion to their respective interests. The right of any holder of record of a Voting Trust Certificate to subscribe to additional shares of Class B Common Stock as provided in this Paragraph 10 may be assigned and transferred to any Permitted Transferee and to no other person or entity, and the Trustees shall not be required to exercise such subscription right on behalf of any person who is not a Voting Trust Certificate holder or a Permitted Transferee. Any shares of Class B Common Stock 10 11 acquired pursuant to a subscription right assigned by a Voting Trust Certificate holder to a Permitted Transferee shall be held by the Trustees subject to all the terms and conditions of this agreement. VOTING RIGHTS 11. Until the actual delivery to the holder of Voting Trust Certificates by or on behalf of the Trustees of the stock certificate deposited hereunder in exchange for said Voting Trust Certificates, pursuant to the provisions hereof, the Trustees shall possess and shall be entitled to exercise all the rights and powers of owners of the shares of Class B Common Stock of the Company deposited hereunder, to vote for every purpose and to consent to any and all corporate acts of the Company guided by the Statement of Policy, it being expressly stipulated that no right to vote or to consent or to be consulted in respect to all such deposited Class B Common Stock is created in or passes to the holder of any Voting Trust Certificate by or under any such Voting Trust Certificate, or by or under this agreement, or by or under any other agreement, express or implied; provided, however, that upon any proposal for (i) the dissolution of the Company, (ii) the sale, lease, exchange or other disposition, other than by mortgage, deed of trust or pledge, of all, or substantially all, the property and assets of the Company, (iii) the merger, consolidation, or recapitalization of the Company, or (iv) any other proposal which, under Articles III (2) G, V (5), VIII, IX (2) and (4), XII, XIII, XIV (3) and (4) or XVI of the Certificate of Incorporation of the Company, requires the affirmative vote of the holders of record of at least a majority of the aggregate voting power of the Class B Common Stock separately or together with the Common Stock, the Trustees shall promptly notify all holders of Voting Trust Certificates hereunder, and the Trustees shall not vote any share or shares of such Class B Common Stock upon any such proposal except in accordance with the written direction of the holder or holders of the Voting Trust Certificates issued in respect of such share or shares of Class B Common Stock. THE TRUSTEES 12. Except as provided in Paragraph 11, the Trustees shall vote the shares of Class B Common Stock held by them or take any other action with respect to such shares of Class B Common Stock as a unit in accordance with the determination of a majority of the then acting Trustees; provided that such majority shall include two out of three of EMILY RAUH PULITZER, MICHAEL E. 11 12 PULITZER and DAVID E. MOORE or their successors as Trustees, as designated as provided in the first paragraph of Paragraph 13; and further provided, however, that in the event of a tie vote among the then acting Trustees or in the event that a majority of the Trustees does not include two out of three of EMILY RAUH PULITZER, MICHAEL E. PULITZER and DAVID E. MOORE or their successors as Trustees, as designated as provided in the first paragraph of Paragraph 13, as to any matter, the Trustees shall promptly notify all holders of Voting Trust Certificates hereunder, and the Trustees shall not vote any share or shares of Class B Common Stock of the Company deposited hereunder with respect to that matter except in accordance with the written direction of the holder or holders of the Voting Trust Certificates issued in respect of such share or shares of Class B Common Stock. The Trustees may meet at such time as they may determine, with such notice as their rules may provide, and may act without a meeting by a writing embodying their action. The Trustees may adopt their own rules of procedure. At any meeting of the Trustees, any Trustee may vote in person or by proxy given to any other Trustee, and any Trustee may give powers of attorney to any other Trustee to sign for him any instrument expressing the actions of the Trustees. The Trustees may vote by proxy at any meeting of the stockholders of the Company, if the Trustees so elect, provided that such proxy be signed by at least a majority of the then acting Trustees. 13. Subject to the provisions of subparagraph (a) hereof, EMILY RAUH PULITZER, MICHAEL E. PULITZER and DAVID E. MOORE shall serve as Trustees, whether or not they serve or continue to serve as Company officers, and each shall be permitted to appoint a successor as Trustee to act in the event of his or her resignation or inability for any reason to act as Trustee hereunder. Any successor Trustee appointed as provided hereunder shall have the same rights and powers as if originally named herein, and any such successor or successors shall similarly be authorized to appoint a successor as Trustee in the event of the resignation or inability of such successor or successors to act as Trustee hereunder. Any appointment of a successor Trustee hereunder shall be made by written instrument signed and acknowledged by the Trustee making such appointment and filed with the Trustees acting hereunder and may be revoked by such Trustee at any time before the appointment becomes operative. ROBERT C. WOODWORTH, President and Chief Executive Officer, RONALD H. RIDGWAY, Senior Vice President-Finance, and COLE C. CAMPBELL, Editor - St. Louis Post-Dispatch, shall serve as such Trustees so long and only so long as they occupy the above-described positions with the Company (or, in the case of Cole C. Campbell, the St. Louis PostDispatch) now held by them, respectively. Should any of them resign, retire, become deceased or otherwise cease to act in the position with the Company (or, in the case of Cole C. Campbell, the St. Louis Post-Dispatch), now held by him as above described, the person appointed to the position in the Company (or the St. Louis Post-Dispatch) held by such Trustee shall become Trustee in his place and stead by signifying his acceptance of such trusteeship, it being the intention of this agreement that the persons holding the Company 12 13 positions of Chairman of the Board, Chief Executive Officer and Senior Vice President-Finance and the position of Editor - St. Louis PostDispatch shall always be Trustees and that in the event of a vacancy occurring in any of these positions, the corresponding trusteeship shall remain vacant until the position is filled. In the event MICHAEL E. PULITZER resigns, retires or otherwise ceases to act in the position of Chairman of the Board, the person appointed to the position of Chairman of the Board shall become an additional Trustee (provided he is not already a Trustee) by signifying his acceptance of such trusteeship and shall serve as such Trustee so long as he occupies the position of Chairman of the Board and should he resign, retire, become deceased or cease to act in such position with the Company the next person appointed to the position of Chairman of the Board shall become Trustee in his place and stead by signifying his acceptance of such trusteeship. Pending the appointment of a successor Trustee to fill any vacancy, the Trustees then remaining in office shall possess and may exercise all the powers of the Trustees hereunder. Notwithstanding any vacancy or change in the Trustees, the certificate or certificates for shares of Class B Common Stock of the Company standing in the name of the Trustees may be endorsed and transferred by any Trustees or successor Trustees then acting. (a) Each of EMILY RAUH PULITZER, MICHAEL E. PULITZER and DAVID E. MOORE (individually, "Initial Depositing Stockholder"), or his or her respective successor Trustee designated by him or her or his or her successors as Trustee, shall continue to serve as Trustee hereunder only so long as the Initial Depositing Stockholder and his or her Family (as defined below) hold Voting Trust Certificates representing 20% or more of the Class B Common Stock originally deposited by the Initial Depositing Stockholder and his or her Family hereunder. Appropriate adjustment shall be made for stock dividends, stock splits, or reverse splits of the Class B Common Stock. For purposes of this subparagraph (a), the term "Family" shall mean the persons and entities which shall have any of the following relationships to an Initial Depositing Stockholder: (i) spouse or former spouse, (ii) lineal descendant of such Initial Depositing Stockholder or of the spouse or former spouse of such Initial Depositing Stockholder, (iii) spouse or former spouse of any such lineal descendant, (iv) trust established either before or after the date of this agreement by such Initial Depositing Stockholder or any of the foregoing, (v) trust established either before or after the date of this agreement of which any of the foregoing is a grantor and which is a Permitted Transferee or (vi) the estate of any of the foregoing persons. All references in the foregoing sentence to "spouse or former spouse" shall include a deceased spouse. 13 14 14. The Trustees may employ counsel and incur other indebtedness or expenses deemed necessary by them for the proper discharge of their duties and shall be reimbursed for any such expenses by the Voting Trust Certificate holders, and to that end shall be entitled to deduct on a pro rata basis any such indebtedness or expenses incurred by them from the dividends received by them or to which they may become entitled on Class B Common Stock of the Company deposited hereunder before paying or causing such dividends to be paid to the Voting Trust Certificate holders. 15. The Depositing Stockholders expressly agree that any Trustee may at the same time be an officer, director, consultant, agent, or employee of the Company or of any affiliated or subsidiary company, and may be or become pecuniarily interested in his personal capacity, either directly or indirectly, in any matter or transaction to which the Company or any affiliated or subsidiary company may be a party or in which it may be concerned to the same extent as though he were not a Trustee. The Depositing Stockholders likewise expressly agree that any Trustee may, for his personal account or otherwise, either acquire from or sell to the Company, any affiliated or subsidiary company or any stockholder shares of stock or other securities of the Company or Voting Trust Certificates to the same extent as though he were not a Trustee. The Depositing Stockholders likewise expressly agree that the Company or any affiliated or subsidiary company may either acquire from or sell to any Trustee, for his personal account or otherwise, shares of stock or other securities of the Company or Voting Trust Certificates to the same extent as though he were not a Trustee. The Depositing Stockholders likewise expressly agree that any Trustee may, in his personal capacity or otherwise, become a Voting Trust Certificate holder either by depositing hereunder any certificate or certificates for shares of Class B Common Stock now or at any time hereafter owned by him or by acquiring any Voting Trust Certificate and, as such Voting Trust Certificate holder, shall be entitled to exercise all rights and options conferred upon Voting Trust Certificate holders under this agreement to the same extent as though he were not a Trustee. The Depositing Stockholders recognize that the Trustees who are respectively the Chairman of the Board, Chief Executive Officer, Senior Vice President-Finance and Editor - St. Louis Post-Dispatch do at this time receive, and such Trustees and their successors will hereafter be entitled to receive, substantial compensation for their services as officers or employees of the Company or its subsidiaries, that David E. Moore acts as a Director of, and consultant to, the Company and is compensated for his services and that Emily Rauh Pulitzer acts as a Director of, and consultant to, the Company and is compensated for her services (the "Compensated Trustees"). 14 15 The Depositing Stockholders accordingly do expressly agree that the Compensated Trustees may continue to receive such compensation, of whatever character, as is provided by their existing contracts, if any, with the Company or its subsidiaries, with complete propriety and without disqualifying themselves to act as Trustees hereunder; and they do further expressly agree that upon the expiration of the existing contracts, if any, with the Compensated Trustees, or sooner by mutual agreement, the Company, or its subsidiaries and such Compensated Trustees, may enter into new contracts which may change or increase their compensation, because of changing circumstances and responsibilities. The Depositing Stockholders recognize that it would be unfair to limit in any way the right of the Compensated Trustees to adequate compensation for their services to the Company or its subsidiaries. The Depositing Shareholders further recognize that, in order to carry out the purposes of this agreement, it is, or may be, necessary that the Compensated Trustees act at the same time as Trustees hereunder, as Directors of the Company, and as officers, consultants or employees of the Company or its subsidiaries; and they do agree that the qualifications or eligibility of the Compensated Trustees so to act in any of these capacities shall not be impaired by reason of the fact that they act in the other capacities also. All and singular the provisions of this paragraph shall apply with equal force to any and all successor Trustees under the provisions of Paragraph 13 hereof. The Compensated Trustees shall not be entitled to compensation for their services as Trustees hereunder, but the successor or successors to Emily Rauh Pulitzer, Michael E. Pulitzer and David E. Moore designated as provided in the first paragraph of Paragraph 13 hereof shall be entitled to compensation for their services hereunder equal to the compensation paid by the Company to its outside directors for their services to the Company as directors. 16. In voting or giving directions for voting the shares of Class B Common Stock deposited hereunder or in exercising any consent with respect thereto, the Trustees will exercise their best judgment, guided by the Statement of Policy, as set forth in the preamble hereto, from time to time, to select suitable Directors of the Company to the end that the affairs of the Company shall be properly managed in the interest of its stockholders, and in voting or giving directions for voting and acting on other matters for stockholders' action the Trustees will exercise like judgment, guided by the Statement of Policy; provided, however, that the Trustees assume no responsibility in respect of such management or in respect to any action taken by them or taken in pursuance of their consent thereto, or in pursuance of their votes, and no Trustee shall incur or be under any liability as the holder of securities of the Company as Trustee, fiduciary or otherwise, by reason of any error of law or any error in the construction of this agreement or of any matter or thing done or suggested or omitted to be done in this agreement, except for his own individual malfeasance or wilful neglect. No bond shall be required of any Trustee for the performance of his services as such. 15 16 GENERAL PROVISIONS 17. This agreement and all covenants herein contained shall inure to the benefit of and be binding upon the parties hereto, their heirs, executors, administrators, successors and assigns. 18. Any written notice required to be given under this agreement shall be deemed to have been given and received if deposited in the United States mail in a postpaid wrapper addressed as follows: In case of a notice to the Trustees or to the Company, addressed to the Trustees or to the Company, as the case may be, at the office of the Company. In case of a notice to a Voting Trust Certificate holder, addressed to such Certificate holder at his or her last address appearing on the records of the Trustees. 19. This agreement and the Voting Trust Certificates issued hereunder may be amended upon the consent in writing of the holders of sixty-six and two-thirds percent (66-2/3%) in interest of the Voting Trust Certificates then issued and outstanding under this agreement; provided, however, that no amendment which shall have the effect of extending the time for termination of this Voting Trust Agreement shall be made without the consent in writing of the holders of all the then issued and outstanding Voting Trust Certificates. 20. This agreement shall be binding upon each of the parties executing the same from the date of its execution by such party. The trust created hereunder shall be effective as of the date hereof, and this agreement and the trust created hereunder shall remain in full force and effect until the 18th day of March, 2009, but shall terminate prior to that date upon the dissolution of the Company. This agreement and the trust created hereunder may be terminated at any time with the consent in writing of the holders of sixty-six and two-thirds percent (66-2/3%) in interest of the Voting Trust Certificates then issued and outstanding under this agreement. 21. The invalidity or unenforceability of any term or provision of this agreement shall not affect the validity of the remainder hereof. 22. The term "Trustee" or "Trustees" wherever used herein means the trustee or trustees for the time acting, and shall include the successor trustee or trustees. 23. The Trustees hereby accept the trusts in this agreement declared and provided and agree faithfully to perform the same upon the terms and conditions hereinabove set forth. 24. All questions concerning the validity and administration of this agreement, and the trust created hereunder, shall be determined under the law of the State of Delaware. 16 17 25. This agreement may be executed by the parties herein, or any of them, in any number of counterparts, with the same force and effect as if they had all executed the same instrument. 26. The definitions herein shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. POWER OF ATTORNEY 27. In order to facilitate the execution and filing with the Securities and Exchange Commission of a Schedule 13-D, including any and all amendments thereto, with respect to this Voting Trust, each of the Depositing Stockholders hereby grants to each of the Trustees and James V. Maloney the following power of attorney for the limited purposes set forth herein. Each of the Depositing Stockholders hereby irrevocably constitutes and appoints each of the Trustees and James V. Maloney (individually, the "Attorney"), acting singly, the true and lawful agent and attorney-in-fact of the Depositing Stockholder, with full power and authority, in the Depositing Stockholder's name, place and stead, to execute and deliver, on behalf of the Depositing Stockholder at any time a Schedule 13-D, or any and all amendments thereto, with all exhibits thereto and other documents in connection therewith, as required by the securities laws, the execution and delivery by the Attorney of such Schedule 13-D or amendments thereto being conclusive evidence that such execution and delivery were authorized hereby. It is expressly understood and intended by each of the Depositing Stockholders that the power of attorney granted in this Paragraph 27 (the "13-D Power of Attorney") is coupled with an interest, is irrevocable and shall in all respects constitute a durable power of attorney. This 13-D Power of Attorney shall survive the death or incapacity of the Depositing Stockholder, or if the Depositing Stockholder is a partnership, corporation, trust or other entity, the dissolution, liquidation or termination thereof, or the assignment of any or all of the Depositing Stockholder's Voting Trust Certificates. This 13-D Power of Attorney shall terminate upon the later to occur of (i) the last Schedule 13-D filing, including any and all amendments thereto, as required by the securities laws, with respect to this Voting Trust or (ii) thirty (30) days immediately following the termination of this agreement or the date the Depositing Stockholder shall cease to be a Depositing Stockholder, as the case may be. 17 18 IN WITNESS WHEREOF, the Trustees and the Depositing Stockholders have hereunto set their hands and seals as of the day and year first above written. TRUSTEES /s/ Cole C. Campbell ---------------------------- Cole C. Campbell /s/ David E. Moore ---------------------------- David E. Moore /s/ Emily Rauh Pulitzer ---------------------------- Emily Rauh Pulitzer /s/ Michael E. Pulitzer ---------------------------- Michael E. Pulitzer /s/ Ronald H. Ridgway ---------------------------- Ronald H. Ridgway /s/ Robert C. Woodworth ---------------------------- Robert C. Woodworth 18 19
No. of Deposited Depositing Date of Shares of Class Stockholders Execution B Common Stock - ------------ --------- -------------- Emily Rauh Pulitzer, James V. Maloney and William Bush, Successor Trustees of Marital Trust A U/T Joseph Pulitzer, Jr. dtd 6/12/74, as amended 10/20/92 By: Emily Rauh Pulitzer, Trustee By: James V. Maloney, Trustee By: 10,560 William Bush, Trustee ------ Emily Rauh Pulitzer, James V. Maloney and William Bush, Successor Trustees of Marital Trust B U/T Joseph Pulitzer, Jr. dtd 6/12/74, as amended 10/20/92 By: Emily Rauh Pulitzer, Trustee By: James V. Maloney, Trustee By: 5,929,733 William Bush, Trustee --------- 41,114 Emily Rauh Pulitzer --------- Emily Rauh Pulitzer, as Trustee of the Pulitzer Family Trust By: 330,260 Emily Rauh Pulitzer --------- 3,045,438 David E. Moore --------- David E Moore, Tr. David E. Moore 1998 Grantor Annuity Trust dtd 2/5/98
19 20 By: 651,231 David E. Moore, Trustee --------- Michael E. Pulitzer, Tr. U/A dtd 3/22/82 F/B/O Michael E. Pulitzer By: 3,391,683 Michael E. Pulitzer, Trustee --------- Richard A. Palmer, as Trustee U/A dtd 8/16/83 F/B/O Michael E. Pulitzer By: 46, 170 Richard A. Palmer, Trustee ---------
20 21 The Ceil and Michael E. Pulitzer Foundation, Inc. By: 37,780 Michael E. Pulitzer, President --------- William Bush and Richard A. Palmer, as Trustees U/I dtd 11/3/87 F/B/O Bianca Pulitzer By: William Bush, Trustee
21 22 By: 9,132 Richard A. Palmer, Trustee --------- James V. Maloney and William Bush, Trustee Bianca Pulitzer 1998 Family Trust U/I dtd 2/9/98 By: James V. Maloney By: 4,187 William Bush, Trustee --------- William Bush and Richard A. Palmer, as Trustees U/I dtd 11/3/87 F/B/O Elinor Pulitzer By: William Bush, Trustee By: 8,427 Richard A. Palmer, Trustee ---------
22 23 William Bush and Richard A. Palmer, as Trustees U/I dtd 11/3/87 F/B/O Elkhanah Pulitzer By: William Bush, Trustee By: 9,132 Richard A. Palmer, Trustee --------- James V. Maloney and William Bush, Trustee Elkhana Pulitzer 1998 Family Trust U/I dtd 2/9/98 By: James V. Maloney By: 4,187 William Bush, Trustee ---------
23 24 William Bush and Richard A. Palmer, as Trustees U/I dtd 11/3/87 F/B/O Joseph Pulitzer V By: William Bush, Trustee By: 8,427 Richard A. Palmer, Trustee --------- William Bush and Richard A. Palmer, as Trustees U/I dtd 10/19/90 F/B/O Clarissa Reed Dore Golding By: William Bush, Trustee By: 5,408 Richard A. Palmer, Trustee ---------
24 25 William Bush and Richard A. Palmer, as Trustees U/I dtd 3/12/96 F/B/O Harrison Stell Golding By: William Bush, Trustee By: 1,180 Richard A. Palmer, Trustee --------- William Bush and Richard A. Palmer, as Trustees U/I dtd 1/14/88 F/B/O Michael E. Pulitzer III By: William Bush, Trustee By: 6,094 Richard A. Palmer, Trustee ---------
25 26 William Bush and Richard A. Palmer, as Trustees U/I dtd 1/14/88 F/B/O Philip Sherwood Pulitzer By: William Bush, Trustee By: 6,094 Richard A. Palmer, Trustee --------- William Bush and Richard A. Palmer, as Trustees U/I dtd 1/14/88 F/B/O Samuel Pulitzer By: William Bush, Trustee By: 6,369 Richard A. Palmer, Trustee ---------
26 27 William Bush and Richard A. Palmer, as Trustees U/I dtd 1/14/88 F/B/O Sarah G. Pulitzer By: William Bush, Trustee By: 6,369 Richard A. Palmer, Trustee --------- William Bush and Richard A. Palmer as Trustees U/I dtd 1/14/88 F/B/O Theodosia Cochrane Pulitzer By: William Bush, Trustee By: 6,094 Richard A. Palmer, Trustee ---------
27 28 William Bush and Richard A. Palmer, as Trustees U/I dtd 10/21/93 F/B/O Grayson Carrol Voges By: William Bush, Trustee By: 2,649 Richard A. Palmer, Trustee --------- William Bush and Richard A. Palmer, as Trustees U/I dtd 5/4/90 F/B/O Shelton Campbell Voges III By: William Bush, Trustee By: 5,408 Richard A. Palmer, Trustee ---------
28 EX-3 3 LETTER AGREEMENT 1 EXHIBIT 3 October 23 , 1998 Pulitzer Publishing Company 900 North Tucker Boulevard St. Louis, MO 63101 Ladies and Gentlemen: Reference is hereby made to the Agreement and Plan of Merger by and among Pulitzer Publishing Company ("Pulitzer"), Pulitzer Inc. ("New Pulitzer") and Hearst-Argyle Television, Inc. ("Hearst-Argyle") dated as of May 25, 1998 (the "Merger Agreement"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement. Each of the undersigned (each, a "5% Stockholder") expects to receive shares of New Pulitzer Class B Common Stock and New Pulitzer Common Stock and shares of Hearst-Argyle Merger Stock pursuant to the proposed reorganization transactions of Pulitzer contemplated by the Merger Agreement. It has been explained to each 5% Stockholder that Pulitzer has requested a private letter ruling from the IRS relating to the federal income tax treatment of Pulitzer and its stockholders upon Pulitzer's distribution of New Pulitzer Stock to its stockholders and such stockholders' exchange of shares of Pulitzer Class B Common Stock and Pulitzer Common Stock for shares of Hearst-Argyle Merger Stock in connection with the Contribution, the Distribution (the Contribution and Distribution being collectively referred to herein as the "Spin-Off") and the Merger. In order to facilitate Pulitzer's request for a private letter ruling from the IRS, each 5% Stockholder hereby represents that he, she or it has no present plan or intention to dispose of any of the shares of Hearst-Argyle Merger Stock or New Pulitzer Stock which he, she or it will receive in the Spin-Off and the Merger and further agrees that in the absence of unanticipated events or circumstances necessitating a change of his, her or its present plans and intentions, he, she or it will not directly or indirectly offer, offer to sell, contract to sell, pledge or grant any option to purchase or otherwise dispose of or transfer (or announce any offer, offer to sell, sale, contract to sell, pledge or grant any option to purchase or other disposition or transfer) any of such shares of New Pulitzer Stock or Hearst-Argyle Merger Stock for a period of one year after the Spin-Off and the Merger (the "Restricted Period"), except for the following possible dispositions ("Permitted Dispositions"): (i) gifts of Hearst-Argyle Merger Stock or New Pulitzer Stock to charitable organizations, charitable trusts or charitable split-interest trusts (of which, in the case of a gift to a charitable split-interest trust, the non-charitable beneficiary or beneficiaries is or are such 5% Stockholder or one or more family members, as defined in Section 267(c)(4) of the Code, of such 5% Stockholder); (ii) gifts of Hearst-Argyle Merger Stock or New Pulitzer Stock for estate planning purposes to one or more family members (as defined in Section 267(c)(4) of the Code) of such 5% Stockholder or to entities if such 5% Stockholder or one or more family members ( as defined in Section 267(c)(4) of the Code) of such 5% Stockholder would be deemed under the constructive ownership rules of Section 267(c)(1) of the Code to own the Hearst-Argyle Merger Stock or New Pulitzer Stock owned by such entity; and (iii) simultaneous sales of such 5% Stockholder's Hearst-Argyle Merger Stock and New Pulitzer Stock in amounts that represent equal proportions of the Hearst-Argyle Merger Stock and New Pulitzer Stock received by such 5% Stockholder in the Spin-Off and the Merger. 2 October 23 , 1998 Page 2 Notwithstanding the foregoing, all Permitted Dispositions by the 5% Stockholders collectively during the Restricted Period will not exceed in the aggregate the number of shares of either Hearst-Argyle stock or New Pulitzer stock having a fair market value, immediately after the Spin-Off and the Merger, equal to 9.5% of the fair market value of all of such corporation's outstanding stock at such time. In this regard, each of the 5% Stockholders will be entitled to engage in a Permitted Disposition during the Restricted Period only to the extent such Permitted Disposition, when combined with all prior Permitted Dispositions by such 5% Stockholder during the Restricted Period, will not exceed 3.15% of the issued and outstanding stock of each of Hearst-Argyle and New Pulitzer, unless otherwise agreed in writing by each of the other 5% Stockholders. For this purpose, Marital Trust B U/I Joseph Pulitzer, Jr. Dated 6/12/74, as amended 10/20/92, and the Pulitzer Family Trust shall be considered a single 5% Stockholder. Each of the undersigned understands and acknowledges that Pulitzer and the IRS will rely upon the representations set forth in this letter and agrees that this letter shall be binding upon such 5% Stockholder and his, her or its successors, heirs, personal representatives and assigns. Very truly yours, MARITAL TRUST B U/I JOSEPH PULITZER, JR. DATED 6/12/74, AS AMENDED 10/20/92 By: /s/ Emily Rauh Pulitzer -------------------------------------- Emily Rauh Pulitzer, Successor Trustee By: /s/ James V. Maloney -------------------------------------- James V. Maloney, Successor Trustee By: /s/ William Bush -------------------------------------- William Bush, Successor Trustee PULITZER FAMILY TRUST By: /s/ Emily Rauh Pulitzer -------------------------------------- Emily Rauh Pulitzer, Trustee TRUST DATED 3/22/82 FBO MICHAEL E. PULITZER By: /s/ Michael E. Pulitzer -------------------------------------- Michael E. Pulitzer, Trustee /s/ David E. Moore ------------------------------------------ David E. Moore EX-4 4 REGISTRATION RIGHTS AGREEMENT 1 Exhibit 4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of March 18, 1999, by and among PULITZER INC., a Delaware corporation (the "Company"), and Emily Rauh Pulitzer, Michael E. Pulitzer and David E. Moore (collectively, the "Stockholders" and individually referred to herein as a "Stockholder"). W I T N E S S E T H: WHEREAS, the Stockholders own, directly or indirectly, outstanding shares (the "Shares") of Class B Common Stock, $.01 par value per share (the "Class B Common Stock"), of the Company exchangeable for a like number of shares of Common Stock, $.01 par value per share (the "Common Stock"), of the Company; WHEREAS, the Shares have been deposited in a Voting Trust (the "Voting Trust") pursuant to a voting trust agreement, dated as of March 18, 1999, which, among other things, restricts the transfer of such Shares; WHEREAS, the Voting Trust permits the withdrawal from the Voting Trust of all or a portion of the Shares upon their exchange for shares of the Common Stock under certain circumstances, including the sale of the Common Stock pursuant to a registered public offering; WHEREAS, the Company desires to grant to each Stockholder, including each Stockholder's heirs, legal representatives, successors and assigns whose names are registered on the books maintained by the Company, and any parent, sibling, spouse, child, grandchild or other relative of each Stockholder (each, a "Family Relative"), or any custodian or trustee for the benefit of any of the Stockholders or Family Relatives, or any partnership, corporation or other entity for which a Stockholder or Family Relative acts as a trustee or which is owned by a Stockholder or a Family Relative, (collectively, the "Holders" and individually referred to herein as a "Holder"), certain registration rights with respect to shares of the Common Stock issuable upon exchange of the Shares. NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the parties hereby agree as follows: 1. REPRESENTATIONS AND WARRANTIES. (a) Status, Power and Authority. The Company represents and warrants that it is duly organized and validly existing under the laws of the State of Delaware, that it has the 2 legal power and authority to enter into this Agreement and carry out its obligations hereunder and that this Agreement constitutes a legal, valid and binding obligation of the Company. (b) Covenant Against Material False Statement or Omission. The Company covenants to the Holders that any registration statement, prospectus, and any amendments or supplements thereto filed by the Company pursuant to Section 3 or 4 of this Agreement will comply in all material respects with the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, and that none of such registration statements, prospectuses, or amendments or supplements thereto shall contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that the covenants contained in this section do not apply to any statements or omissions in such registration statement, prospectus, or amendment or supplement thereto made in reliance upon information furnished in writing to the Company by the Holders expressly for use therein). 2. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: (a) "Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. (b) "Initiating Holders" shall, except as provided in Section 3(c) hereof, mean the Holders of not less than five percent of the outstanding shares of Class B Common Stock. (c) "Market Value" shall mean as of the date specified for its computation the closing sale price for the security as reported on the principal securities exchange on which such security is traded or if not traded on an exchange, the closing sale price as reported on the NASDAQ national market system, or if not so listed or traded, the closing bid price reported in the over-the-counter market. (d) The term "register", "registered" and "registration" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and the applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement. (e) "Registration Expenses" shall mean all expenses incurred by the Company in compliance with Sections 3 and 4 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company; which shall be paid in any event by the Company). 2 3 (f) "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the sale of the Common Stock and all fees and disbursements of counsel for the selling Holdings. 3. Requested Registration. (a) Request for Registration. If the Company shall receive from Initiating Holders, at any time or times not earlier than three months and not later than nine months after the end of a fiscal year of the Company, a written request that the Company effect any registration with respect to all or a part of the shares of the Common Stock issuable upon exchange of the Shares of any one or more of the Initiating Holders having a Market Value of not less than $2,000,000 on the business day preceding the date of such written request, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such shares of the Common Stock as are specified in such request, together with all or such portion of the shares of common stock of any Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after mailing of such written notice by the Company; provided that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 3: (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; or (B) More than two times pursuant to requests hereunder in any consecutive 12 month period; or (C) Within 120 days of the effectiveness of a registration statement filed by the Company pursuant to which the Holders were entitled to register all or part of the shares of the Common Stock issuable upon exchange of their Shares; or (D) If the Company informs the Initiating Holders that the Company intends to file a registration statement within 30 days of the written request from 3 4 the Initiating Holders pursuant to which the Holders will have the right to register all or part of the shares of the Common Stock issuable upon exchange of their shares. Subject to the foregoing clauses (A), (B), (C) and (D), the Company shall file a registration statement covering shares of the Common Stock so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holder may, subject to the provisions of Section 3(b) below, include other securities of the Company which are being sold by the Company or which are held by officers or directors of the Company (other than the Holders) or which are held by persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration. (b) Underwriting. If the Initiating Holders intend to distribute the shares of the Common Stock covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 3 and the Company shall include such information in the written notice referred to in Section 3 (a)(i) above. The right of any Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's shares of the Common Stock in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder with respect to such participation and inclusion) to the extent provided herein. A Holder may elect to include in such underwriting all or a part of the shares of the Common Stock issuable upon the exchange of that Holder's Shares. If officers or directors of the Company (other than the Holders) holding shares of the Common Stock of the Company shall request inclusion in any registration pursuant to this Section 3, or if holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Stockholders") request such inclusion, the Initiating Holders shall, on behalf of all Holders, offer to include the securities of the Company held by such officers, directors and Other Stockholders in the underwriting and may condition such offer to such officers, directors and Other Stockholders on their acceptance of the further applicable provisions of this Agreement. The Company shall (together with all Holders, officers, directors and Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3, if the representative advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of shares of the Common Stock, officers and directors of the Company and Other Stockholders whose securities would otherwise be underwritten pursuant hereto, and the number of shares of the Common Stock and other securities that may be included in the registration and underwriting shall be allocated among all such Holders, officers and directors of the Company and Other Stockholders in proportion, 4 5 as nearly as practicable, to the respective amounts of shares of the Common Stock or other securities which they had requested to be included in such registration at the time of filing the registration statement. No shares of the Common Stock or other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder of shares of the Common Stock, officer, director or Other Shareholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of shares of the Common Stock to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number of shares of the Common Stock which would otherwise have been included in such registration and underwriting will not thereby be limited. (c) Registration at Request of the Estate of a Holder. Within nine months of the death of any Holder, the estate of that Holder may on a single occasion act as an Initiating Holder notwithstanding the failure to meet the five percent ownership requirement set forth in Section 2(b) and may request registration of all or part of the shares of the Common Stock issuable upon exchange of the Shares held by such estate notwithstanding a failure to meet the $2,000,000 minimum Market Value set forth in Section 3(a), provided that such estate could not within three months following the request for registration then sell pursuant to Rule 144 under the Securities Act all the shares of the Common Stock issuable upon exchange of the Shares held by such estate. If an estate acting as an Initiating Holder pursuant to this Section 3(c) intends to distribute shares of the Common Stock by means of an underwriting pursuant to Section 3(b), the provisions of Section 3(b) requiring a reduction in the shares of the Common Stock included in the registration and underwriting shall not apply to the shares of the Common Stock being registered for the estate and the shares of the Common Stock included by all other participants in the registration and underwriting shall be reduced accordingly. The provisions of this Section 3(c) may only be used one time by each estate. 4. Company Registration. (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than the first registration of the Company's securities on Form S-1, or a registration relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 transaction, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of shares of the Common Stock, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) include in such registration (and any related qualification under applicable blue sky or other state securities laws), and in any underwriting involved 5 6 therein, all the shares of the Common Stock specified in a written request or requests, delivered by any Holder within twenty (20) days after mailing of the written notice from the Company described in clause (i) above, except as set forth in Section 4(b) below. Such written request may specify all or a part of the shares of the Common Stock issuable upon exchange of a Holder's Shares. (b) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 4(a)(i). In such event the right of any Holder to registration pursuant to this Section 4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's shares of the Common Stock in the underwriting to the extent provided herein and shall be further conditioned upon the Company receiving requests to include in the underwriting shares of the Common Stock having a Market Value as of the fifteenth day following mailing of the Company's notice of not less than $500,000. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the officers and directors of the Company and Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 4, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) limit the number of shares of the Common Stock to be included in the registration and underwriting by all Holders, officers and directors of the Company and Other Stockholders requesting registration. The Company shall advise all holders of shares of the Common Stock requesting registration of the limitation on the number of shares to be underwritten, and the number of shares of the Common Stock that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the number of shares to be included in the registration and underwriting by the Company shall not be reduced and any remaining shares shall be allocated among all such Holders, officers and directors of the Company and Other Stockholders in proportion, as nearly as practicable, to the respective amounts of shares of the Common Stock or other securities which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of shares of the Common Stock or any officer, director of Other Stockholder disapproves of the terms of any such underwriting, that person may elect to withdraw therefrom by written notice to the Company and the underwriter. Any shares of the Common Stock excluded or withdrawn from such underwriting shall be withdrawn from such registration. 5. Expenses of Registration. All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to this Agreement shall be borne by the Company, and all Selling Expenses shall be borne by the holders of the securities so registered pro rata on the basis of the number of their shares so registered; provided, however, that the Company shall not be required to pay any Registration Expenses if, as a result of the withdrawal of a request for registration by Initiating Holders, the registration statement does not become effective, in which case the Holders, officers and directors of the Company and Other Stockholders requesting 6 7 registration shall bear such Registration Expenses pro rata on the basis of the number of their shares so included in the registration request, and provided, further, that such registration shall not be counted as a registration pursuant to Section 3(a)(ii)(B). 6. Registration on Form S-3. The Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms; and to that end the Company shall register (whether or not required by law to do so) the Common Stock under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in accordance with the provisions of the Exchange Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3 or any comparable or successor form or forms, in addition to the rights contained in the foregoing provisions of this Agreement, the Holders shall have the right to request registrations on Form S-3 in accordance with the procedures set forth in Section 3(a) provided the restrictions in Section 3(a)(ii)(B) shall not apply. 7. Registration Procedures, In the case of each registration effected by the Company pursuant to this Agreement, the Company will keep each Holder advised in writing as to the initiation of each registration and as to completion thereof. As its expense, the Company shall: (a) Keep such registration effective for a period of one hundred twenty (120) days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that (i) such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration in accordance with the provisions of Section 11 hereof; and (ii) in the case of any registration of shares of the Common Stock on Form S-3, or any successor form or forms, which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such shares of the Common Stock are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment which (y) includes any prospectus required by Section 10(a)(3) of the Securities Act or (z) reflects facts or events representing a material change in the information set forth in the registration statement, the incorporation by reference in the registration statement of information required to be included in (y) and (z) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act; (b) Furnish such number of prospectuses and other documents incident thereto as a Holder from time to time may reasonably request; and (c) In connection with any underwritten offering pursuant to a registration statement filed pursuant to Section 3 hereof, the Company will enter into any underwriting agreement reasonably necessary to effect the offer and sale of the Common Stock, provided such underwriting 7 8 agreement contains customary underwriting provisions, and provided further that if the underwriter so requests, the underwriting agreement will contain customary indemnification any contribution provisions. 8. Indemnification. (a) The Company will indemnify each Holder, each of its officers, directors and partners, if any, and each person controlling such Holder, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors and partners, if any, and each person controlling such Holder, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder and stated to be specifically for use therein. (b) Each Holder will, if shares of the Common Stock issuable upon exchange of the Shares held by that Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers, each person who controls the Company within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each Other Stockholder and each of their officers, directors and partners, and each person controlling such Holder or Other Stockholder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, Other Stockholders, directors, officers, partners, persons or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holders hereunder shall be limited to an amount equal to the proceeds to each such Holder of securities sold as contemplated herein. 8 9 (c) Each party entitled to indemnification under this Section 8 (the "Indemnified Party") shall give notice to the party required to provided indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense or any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure or any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgement or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom. 9. Information by Holder. Each Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement. 10. Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of the Common Stock to the public without registration, the Company agrees to: (a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) Use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it has become subject to such reporting requirements; and (c) Furnish to a Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the company, and such other reports and documents so filed as a Holder 9 10 may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to see any such securities without registration. 11. "Market Stand-off" Agreement. If requested by the Company and an underwriter of the Common Stock (or other securities) of the Company, Stockholders will not sell or otherwise transfer or dispose of any of the Common Stock (or other securities) of the Company issuable upon exchange of the Shares held by them during the one hundred twenty (120) day period following the effective date of a registration statement of the Company filed under the Securities Act, other than a registration statement relating solely to employee benefit plans, a registration statement relating solely to a Commission Rule 145 transaction, or a registration statement covering a delayed or continuous offering pursuant to Rule 415 under the Securities Act. The Company may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of said one hundred twenty (120) day period. 12. Limitations on Grant of Subsequent Registration Rights. The Company shall not enter into any agreement with any holder or prospective holder of the securities of the Company giving such holder or prospective holder the right to require the Company to initiate any registration of any securities of the Company or to require the Company to include in any registration securities owned by such holder unless such agreement is consistent with the provisions of this Agreement and with the rights of the Holders hereunder. 13. Term. The obligations of the Company to effect any registration pursuant to this Agreement shall terminate at such time as the Holders may sell all shares of the Common Stock issuable upon exchange of their Shares within a three month period in reliance on Rule 144 under the Securities Act, or any comparable or successor rule, assuming that the Holders at such time are not required to aggregate their sales with sales by any other Holder other than a predecessor Holder and assuming the average weekly volume of trading in the Common Stock during any period is less than one percent of the shares of the Common Stock outstanding. 14. Amendments and Waivers. This Agreement may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the Holders of more than 80% of the Shares and, in the case of any amendment, action or omission to act which adversely affects any Holder of Shares differently from any of the other Holders of Shares, the written consent of such Holder. Each Holder of any Shares at the time or thereafter outstanding shall be bound by any consent authorized by this Section 14. 15. Notices. All communications provided for hereunder shall be sent by first-class mail and (a) if addressed to a Holder, at the address that such Holder shall have furnished to the Company in writing, or, until any such other Holder so furnished to the Company an address, then 10 11 to and at the address of the last Holder of such Shares who has furnished an address to the Company, or (b) if addressed to the Company, at 900 North Tucker Boulevard, St. Louis, Missouri 63101 to the attention of its President, or at such other address, or to the attention of such other officer, as the Company shall have furnished to each Holder at the time outstanding, with a copy of all such notices to: Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York 10103 to the attention of Richard A. Palmer. 16. Assignment. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective heirs, legal representatives, successors and assigns. In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement which are for the benefit of the parties hereto other than the Company shall also be for the benefit of and enforceable by any subsequent Holder, subject to the provisos respecting the minimum numbers or percentages of Shares required in order to be entitled to certain rights, or take certain actions, contained herein. 17. Descriptive Headings. The descriptive headings of the several sections and paragraphs of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof. 18. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York. 19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. 11 12 IN WITNESS WHEREOF, the parties have executed and delivered this Agreement or caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the date first above written. PULITZER INC. By: /s/ Ronald H. Ridgway ------------------------------------- Ronald H. Ridgway Senior Vice President - Finance /s/ Emily Rauh Pulitzer ------------------------------------- Emily Rauh Pulitzer /s/ Michael E. Pulitzer ------------------------------------- Michael E. Pulitzer /s/ David E. Moore ------------------------------------- David E. Moore 12 -----END PRIVACY-ENHANCED MESSAGE-----