UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) DECEMBER 22, 2004
PULITZER INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-9329 43-1819711
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
900 NORTH TUCKER BOULEVARD, ST. LOUIS, MISSOURI 63101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 340-8000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 22, 2004, the Company established a program (the "program") pursuant
to which the following incentive opportunities are to be offered to the
executive officers named below in the event the Company's exploration of
strategic alternatives to enhance shareholder value leads to a change in control
of the Company (a "transaction"):
o Upon consummation of a transaction, each executive officer
named below who is then still employed by the Company will
receive a transaction participation bonus, in the amount
specified below, in recognition of his or her efforts up to
the date of the transaction; and
o Each executive officer named below who continues to be
employed by the Company (or its successor) for at least three
months after the transaction (or whose employment is
terminated before such time by the Company "without cause" or
by the executive officer for "good reason") will receive a
retention bonus, in the amount specified below.
-------------------------- --------------------------- ---------------------------- ------------------
Transaction Participation
Name Bonus Retention Bonus Total
-------------------------- --------------------------- ---------------------------- ------------------
Terrance C.Z. Egger 270,000 648,657 918,657
-------------------------- --------------------------- ---------------------------- ------------------
Jon H. Holt 76,000 159,533 235,533
-------------------------- --------------------------- ---------------------------- ------------------
Matthew G. Kraner 213,000 440,270 653,270
-------------------------- --------------------------- ---------------------------- ------------------
James V. Maloney 95,000 159,987 254,987
-------------------------- --------------------------- ---------------------------- ------------------
Jan Pallares 101,000 159,848 260,848
-------------------------- --------------------------- ---------------------------- ------------------
Alan G. Silverglat 267,000 644,418 911,418
-------------------------- --------------------------- ---------------------------- ------------------
Robert C. Woodworth 420,450 375,143 795,593
-------------------------- --------------------------- ---------------------------- ------------------
Total $1,442,450 $2,587,856 $4,030,306
-------------------------- --------------------------- ---------------------------- ------------------
The foregoing incentive opportunities are in addition to any rights or
entitlements under, and subject to the limitations provided by, the executive
transition agreements previously made with the executive officers under the
Company's executive transition plan.
The program provides similar incentive opportunities for certain members of
management who are not executive officers of the Company. The maximum aggregate
amount of transaction participation bonuses and retention bonuses payable to
such persons would not exceed $6.2 million. In addition, limited severance
protections have been provided to certain members of management who are not
executive officers of the Company.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On December 27, 2004, the Company terminated the Company's Deferred Compensation
Plan effective as of December 28, 2004 and, in connection therewith, authorized
and directed that the full amount of each plan participant's account balance be
distributed to such participant by or before December 31, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PULITZER INC.
Date: December 29, 2004 By: /s/ Alan G. Silverglat
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Alan G. Silverglat
Senior Vice President-Finance