UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
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) JANUARY 29, 2005
PULITZER INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-14541 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
NOT APPLICABLE
(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)
[X] 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 January 29, 2005, Pulitzer Inc. ("Pulitzer") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Lee Enterprises,
Incorporated, a Delaware corporation ("Lee"), and LP Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of Lee (the "Purchaser"). The
Merger Agreement provides for the Purchaser to be merged with and into Pulitzer
(the "Merger"), with Pulitzer as the surviving corporation. Each share of
Pulitzer's Common Stock and Class B Common Stock outstanding immediately prior
to the effective time of the Merger will be converted into the right to receive
from the surviving corporation in cash, without interest, an amount equal to
$64.00 per share.
The Merger will effect a change of control of Pulitzer. At the
effective time of the Merger and as a result of the Merger, Pulitzer will become
a wholly-owned subsidiary of Lee, the directors of the Purchaser will become the
directors of the surviving corporation, and the officers of the Purchaser will
become the officers of the surviving corporation.
Consummation of the Merger is subject to customary conditions,
including the adoption of the Merger Agreement by the required vote of
Pulitzer's stockholders and the expiration or termination of any waiting period
(and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.
The Merger Agreement includes customary representations, warranties and
covenants by Pulitzer, including covenants (i) to cause a stockholders' meeting
to be called and held as soon as reasonably practicable to vote on the adoption
of the Merger Agreement, (ii) to cease immediately any discussions and
negotiations with respect to an alternate acquisition proposal, (iii) not to
solicit any alternate acquisition proposal and, with certain exceptions, not to
enter into discussions concerning or furnish information in connection with any
alternate acquisition proposal, and (iv) subject to certain exceptions, for
Pulitzer's board of directors not to withdraw or modify its recommendation that
the stockholders vote to adopt the Merger Agreement. The Merger Agreement
contains certain termination rights for both Pulitzer and Lee and further
provides that, upon termination of the Merger Agreement under specified
circumstances, Pulitzer may be required to pay Lee a fee of up to $55 million.
There are no material relationships between Pulitzer and either Lee or
the Purchaser other than those relating to the Merger Agreement.
The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the full text of the Merger Agreement, which will be
filed by Pulitzer as an exhibit to a future Current Report on Form 8-K.
ITEM 8.01 OTHER EVENTS
On January 30, 2005, Pulitzer and Lee issued a joint press release
announcing the execution of the Merger Agreement. The press release is attached
as Exhibit 99.1 and is incorporated herein by reference.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The proposed transaction will be submitted to Pulitzer's stockholders
for their consideration, and Pulitzer will file with the SEC a proxy statement
to be used to solicit the stockholders' approval of the proposed transaction, as
well as other relevant documents concerning the proposed transaction.
STOCKHOLDERS OF PULITZER ARE URGED TO READ THE PROXY STATEMENT REGARDING THE
PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN
THEY
BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A free copy of the proxy
statement, as well as other filings containing information about Pulitzer, may
be obtained at the SEC's Internet site (http://www.sec.gov). Copies of the proxy
statement and the SEC filings that will be incorporated by reference in the
proxy statement can also be obtained, without charge, by directing a request to
James V. Maloney, Secretary, Pulitzer Inc., 900 North Tucker Boulevard, St.
Louis, Missouri 63101.
PARTICIPANTS IN THE SOLICITATION
Pulitzer and its directors and executive officers and other members of
management and employees may be deemed to be participants in the solicitation of
proxies from the stockholders of Pulitzer in connection with the proposed
transaction. Information regarding Pulitzer's directors and executive officers
is available in Pulitzer's proxy statement for its 2004 annual meeting of
stockholders, which was filed with the SEC on April 2, 2004. Additional
information regarding the interests of such potential participants will be
included in the proxy statement and the other relevant documents filed with the
SEC when they become available.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release issued jointly by Pulitzer Inc. and Lee Enterprises,
Incorporated, dated January 30, 2005.
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: January 31, 2005 By: /s/ Alan G. Silverglat
------------------------------------
Alan G. Silverglat
Senior Vice President-Finance
EXHIBIT INDEX
<Table>
<Caption>
Exhibit
Number Description
- -------- -----------
99.1 Press release issued jointly by Pulitzer Inc. and Lee
Enterprises, Incorporated, dated January 30, 2005.
</Table>