Exhibit 10.2
ADDENDUM TO SHAREHOLDERS' AGREEMENT
Pursuant to paragraph 3(a) of the Shareholders' Agreement (and the references
contained therein) dated February 27, 1995 by and between Lee Enterprises,
Incorporated ("Lee") and Journal Limited Partnership ("JLP") (the "Shareholders'
Agreement"), National Bank of Commerce Trust and Savings Association, acting as
trustee on behalf of the Trust U/W of Fred S. Seacrest/Mark T. Seacrest share
(the "Trustee" and the "Trust"), a limited partner of JLP, has notified JLP of
the Trustee's desire for JLP to distribute to the Trust a 7.425% limited
partnership interest in JLP, which will result in 244,526 shares of Lee Common
Stock being distributed by JLP to the Trustee through the registration of the
transfer of such shares in the name of the Trustee, subject to, inter alia, the
Trustee's execution of a counterpart of the Shareholders' Agreement.
In consideration of the receipt of Lee Common Stock, the Trustee hereby executes
a counterpart of this Shareholders' Agreement and agrees to be bound by all the
provisions, acknowledgements, understandings, representations, warranties and
other agreements contained within the Shareholders' Agreement in accordance with
its terms as if the Trustee were an original signatory to the Shareholders'
Agreement. The Trustee represents and warrants that the execution, delivery and
performance of the terms, obligations and duties of the Shareholders' Agreement
have been duly authorized by all necessary actions of the Trustee as authorized
or directed by the agreement evidencing the Trust.
NATIONAL BANK OF COMMERCE TRUST
AND SAVINGS ASSOCIATION, Trustee
of the Trust U/W of Fred S.
Seacrest/Mark T. Seacrest Share
By: /s/ Regy J. Green
- --------------------------------
Regy J. Green, Vice President
and Trust Officer
Exhibit 10.2
SECOND ADDENDUM TO SHAREHOLDERS' AGREEMENT
THIS AGREEMENT is entered into this 18th day of April, 1997 by and among LEE
ENTERPRISES, INCORPORATED, a Delaware corporation ("Lee"), NATIONAL BANK OF
COMMERCE TRUST AND SAVINGS ASSOCIATION, as trustee on behalf of the Trust U/W of
Fred S. Seacrest/Mark T. Seacrest Share (the "MTS Trustee" and the "MTS Trust")
and as trustee on behalf of the James C. Seacrest Revocable Trust (the "JCS
Trustee" and the "JCS Trust"), and JOURNAL LIMITED PARTNERSHIP, a Nebraska
limited partnership ("JLP"), for itself and as agent and authorized
representative for all partners of JLP not signatories hereto (hereinafter
sometimes referred to as the "JLP Partners").
W I T N E S S E T H:
WHEREAS, pursuant to paragraph 4(b) of the Shareholders' Agreement (and the
references contained therein) originally dated February 27, 1995, as amended, by
and among Lee, JLP and the MTS Trust (the "Shareholders' Agreement"), JLP, the
MTS Trustee and the JCS Trustee have notified Lee of their desire for Lee to
prepare, file with the Securities and Exchange Commission ("SEC") and cause to
become effective a registration statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act")
with respect to 3,293,286 shares of Lee Common Stock, $2.00 par value (the
"Shares") held by the undersigned (the "Selling Stockholders").
NOW THEREFORE, in consideration of Lee's filing of the Registration Statement,
the undersigned hereby agree as follows:
1. Compliance with Securities Laws and Transfer Requirements. Each of the
Selling Stockholders agrees that the Selling Stockholder will fully
comply with all requirements under the Securities Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including without
limitation the prospectus delivery requirements under the Securities Act
and the provisions of Rule 10b-6 of the Exchange Act, in connection with
any Transfer (as defined below) of the Shares pursuant to the
Registration Statement.
2. Transfers of Shares After Registration; Amended Registration Statement.
If Lee notifies the Selling Stockholders that the Registration Statement
may be required to be amended or supplemented so that a Transfer of the
Shares pursuant to the Registration Statement can be effected in
compliance with the Securities Act and the Exchange Act (the "Suspension
Notice"), then (i) Lee shall, as soon as reasonably practicable after
the date of such notice, file an amendment or supplement to the
Registration Statement to permit the Selling Stockholder to utilize the
Registration Statement to effect a Transfer of the Shares in compliance
with the Securities Act and the Exchange Act, and (ii) until such
amendment or supplement becomes effective pursuant to the rules and
regulations promulgated under the Securities Act, none of the Selling
Stockholders shall effect any Transfer of the Shares pursuant to the
Registration Statement. Notwithstanding the foregoing, the obligation of
Lee to file any amendment or supplement to the Registration Statement
shall not apply with respect to any amendment or supplement relating to
information supplied by any of the Selling Stockholders or any other
person selling Shares pursuant to the Registration Statement unless the
Selling Stockholders or such other person shall have given prior written
notice to Lee that an amendment or supplement is required, in which
case, (i) Lee shall file such amendment or supplement as soon as
reasonably practical following the date such notice is received by Lee,
and (ii) until such amendment or supplement becomes effective pursuant
to the rules and regulations promulgated under the Securities Act, none
of the Selling Stockholders shall effect any Transfer of the Shares
pursuant to the Registration Statement. The term "Transfer" shall mean
any disposition of any of the Shares or any interest therein for value,
whether by sale, assignment, pledge or otherwise.
3. Notices. Except for the Suspension Notice under paragraph 2, any notice
or other communication provided for herein or given hereunder to a party
hereto shall be in writing and shall be delivered in person or sent by
telecopy to the address or telecopy number set forth below and a copy of
such notice shall be mailed by first class registered or certified mail,
postage prepaid, addressed as follows:
If to Lee:
---------
Chris Wahlig, Director of Financial Services
Lee Enterprises, Incorporated
400 Putnam Building
215 N. Main Street
Davenport, IA 52801
Telephone: (319) 383-2100
Fax: (319) 326-2972
Copy:
----
C. D. Waterman III, Esq.
Lane & Waterman
600 Norwest Bank Building
220 N. Main Street
Davenport, IA 52801-1987
Telephone: (319) 324-3246
Fax: (319) 324-1616
If to JLP:
---------
Allen Pozehl, President
Journal Corporation
P.O. Box 30536
Lincoln, NE 68503
Telephone: (402) 441-4625
Fax: (402) 441-4627
If to MTS Trust or JCS Trust:
----------------------------
Regy J. Green
National Bank of Commerce
1248 O Street
P.O. Box 82408
Lincoln, NE 68501-2408
Telephone: (402) 434-4424
Fax: (402) 434-4612
Copy:
----
Stephen E. Gehring, Esq.
Cline, Williams, Wright, Johnson & Oldfather
One Pacific Place
1125 S. 103rd, Ste. 720
Omaha, NE 68124-1090
Telephone: (402) 397-1700
Fax: (402) 397-1806
A Suspension Notice shall be sent via facsimile and followed by transmittal of
such notice via overnight delivery.
4. Shareholders' Agreement to Remain in Effect. Except as modified, amended
or superseded by this Second Addendum to Shareholders' Agreement, the
terms and conditions of the Shareholders' Agreement, as amended, shall
remain in full force and effect.
5. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
shall constitute but one instrument.
6. Signatures. The parties agree that signatures on facsimile copies will
be deemed to have the same effect as original signatures, provided that
an original counterpart shall be promptly transmitted by overnight mail
or courier.
Lee Enterprises, Incorporated Journal Limited Partnership
by Journal Corporation
By /s/ C. D. Waterman III By /s/ Allen Pozehl
---------------------- --------------------------------------------
C. D. Waterman III, Allen Pozehl, President
Secretary
NATIONAL BANK OF COMMERCE TRUST AND SAVINGS
ASSOCIATION, Trustee of the Trust U/W of
Fred S. Seacrest/Mark T. Seacrest Share
By /s/ Regy J. Green
--------------------------------------------
Regy J. Green, Vice President
and Trust Officer
NATIONAL BANK OF COMMERCE TRUST AND SAVINGS
ASSOCIATION, Trustee of the James C.
Seacrest Revocable Trust
By /s/ Regy J. Green
--------------------------------------------
Regy J. Green, Vice President
and Trust Officer
Exhibit A
LEE ENTERPRISES, INCORPORATED
Suspension Notice
Lee hereby notifies you to suspend any Transfer of the Shares until
(_____________________, 199__) (further notice) pursuant to Section 2 of the
Second Addendum to the Shareholders Agreement dated April 18, 1997 in order to
permit Lee to amend the Registration Statement.
LEE ENTERPRISES, INCORPORATED
By ____________________________
Its ____________________________