-----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, WWr3P5axpHwsaiPnPWYq/PPBtcyhScPnlBs5shrZb0PbikJAiwavWoncYPggTzMq jdwEx6llYt2ooJ51dbG2hg== 0000000000-05-044316.txt : 20060824 0000000000-05-044316.hdr.sgml : 20060824 20050825182212 ACCESSION NUMBER: 0000000000-05-044316 CONFORMED SUBMISSION TYPE: UPLOAD PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050825 FILED FOR: 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: UPLOAD BUSINESS ADDRESS: STREET 1: 900 N TUCKER BLVD CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143408000 MAIL ADDRESS: STREET 1: 900 NORTH TUCKER BLVD CITY: ST LOUIS STATE: MO ZIP: 63101 LETTER 1 filename1.txt May 10, 2005 Via Facsimile (212) 318-3400 and U.S. Mail Richard A. Palmer Fulbright & Jaworski L.L.P. 666 Fifth Avenue New York, NY 10103-3198 Re: Pulitzer, Inc. PRER 14A filed on April 26, 2005 File No. 1-14541 Dear Mr. Palmer: We have reviewed the above filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects and welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Interests of our Directors and Executive Officers in the Merger, page 5 1. Disclose here and on page 8 the amount of the contingent fee and the success bonus and identify the directors whose firms will receive these payments. The Merger, page 14 Background of the Merger, page 14 2. Revise the disclosure in the second new paragraph on page 17 to clarify the relationship between Mr. Snowden and Huntleigh. Reasons for the Merger, page 24 3. We reissue prior comment 9. Please revise this list into two lists, one of reasons in favor of the merger, the other, of reasons against. Opinion of our Financial Advisor, page 30 4. Since it appears that the LBO analysis is based on a price lower than that being offered to shareholders it is unclear why this analysis supports a finding of fairness. Please revise to explain. Financial Projections, page 40 5. We reissue prior comment 15. The offensive language has simply been moved to a different paragraph. Please revise to delete. Material United States Federal Income Tax Consequences, page 47 6. We reissue prior comment 17. Please delete the initial sentence of the bolded paragraph on page 48. Litigation Challenging the Merger, page 48 7. Continue to update this section as necessary. Closing Comments Please amend the Schedule 14A in response to these comments. Marked copies of the amendments greatly facilitate our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Please file the response letter as correspondence on EDGAR. Detailed cover letters greatly facilitate our review. You may contact Mathew C. Bazley at (202) 551-3382 with any other questions or you may reach me at (202) 551-3750. Sincerely, Max A. Webb Assistant Director ?? ?? ?? ?? Pulitzer, Inc. May 10, 2005 Page 1 -----END PRIVACY-ENHANCED MESSAGE-----