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) 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
As previously disclosed in a Current Report on Form 8-K filed on
January 31, 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. A copy of the Merger Agreement is filed
herewith as Exhibit 2.1, and is incorporated herein by reference.
The Merger Agreement includes provisions regarding employee benefits
and compensation, some of which pertain to certain officers and/or directors, as
summarized below.
o Post-employment medical coverage will be made available for a
limited period of time to existing retirees and active
participants who have satisfied or would soon satisfy the
applicable age and service conditions. The grandfathered group
includes Messrs. Ken J. Elkins, Ronald H. Ridgway and Michael E.
Pulitzer, directors of Pulitzer, and Robert C. Woodworth, a
director and chief executive officer of Pulitzer.
o Pension payments under the Pulitzer Inc. Supplemental Executive
Benefit Pension Plan ("SERP") will continue until May 1, 2008, at
which time the value of each participant's accrued benefit will be
distributed in cash and the SERP will be terminated. The SERP
participants include all of the executive officers and certain
directors of Pulitzer, including Messrs. Ken J. Elkins, Ronald H.
Ridgway, Michael E. Pulitzer and Robert C. Woodworth.
o Mr. Michael E. Pulitzer is entitled to receive approximately
$58,000 per month under his June 1, 1999 Employment and Consulting
Agreement with Pulitzer (the "Consulting Agreement"). The Merger
Agreement provides for a single sum payment to Mr. Pulitzer of the
balance of the payments that would become due under the Consulting
Agreement, payable at the closing under the Merger Agreement.
o Pulitzer several years ago entered into split dollar life
insurance agreements with respect to life insurance policies
covering the lives of Messrs. Ken J. Elkins, Ronald H. Ridgway,
Michael E. Pulitzer, Robert C. Woodworth and Nicholas G. Penniman
IV (a former officer and director of Pulitzer Publishing Company).
The Merger Agreement provides that Pulitzer will use commercially
reasonable efforts to terminate its interest in and future premium
obligations under the split dollar life insurance agreements.
The foregoing description of certain provisions of the Merger Agreement
is qualified in its entirety by reference to the full text of the Merger
Agreement.
ITEM 8.01 OTHER EVENTS
On January 31, 2005, Todd M. Veeck, an alleged owner of common stock of
Pulitzer, filed a lawsuit in The Court of Chancery of the State of Delaware in
New Castle County against Pulitzer and the members of its board of directors.
The complaint purports to be a class action brought on behalf of all
stockholders other than the defendants, and it asserts that the announced sale
of Pulitzer to Lee should be preliminarily and permanently enjoined because the
agreed upon consideration is unfair and does not maximize stockholder value. The
complaint also seeks monetary damages.
On February 2, 2005, James Fern, an alleged owner of common stock of
Pulitzer, filed a lawsuit in The Court of Chancery of the State of Delaware in
New Castle County against Pulitzer and members of its board of directors. The
complaint purports to be a class action brought on behalf of all stockholders
other than the defendants, and it asserts that the announced sale of Pulitzer to
Lee should be preliminarily and permanently enjoined because the agreed upon
consideration is unfair and does not maximize shareholder value and because the
efforts of others to purchase Pulitzer have been spurned by the defendants. The
complaint also seeks monetary damages.
The foregoing description of the two complaints is qualified in its
entirety by reference to the full text of each complaint. The complaints are
filed herewith as Exhibits 99.1 and 99.2 and are 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
2.1 Agreement and Plan of Merger dated as of January 29, 2005
among Lee Enterprises, Incorporated, LP Acquisition Corp. and
Pulitzer Inc.
99.1 Class Action complaint filed on January 31, 2005 in The Court
of Chancery of the State of Delaware in New Castle County, by
Todd M. Veeck, Plaintiff, v. Emily Rauh Pulitzer, Michael E.
Pulitzer, David E. Moore, Richard W. Moore, Robert C.
Woodworth, Ken J. Elkins, James M. Snowden, Jr., William Bush,
Ronald H. Ridgway, Alice B. Hayes, Susan T. Congalton, and
Pulitzer, Inc., Defendants.
99.2 Class Action complaint filed on February 2, 2005 in The Court
of Chancery of the State of Delaware in New Castle County, by
James Fern, on behalf of himself and all other similarly
situated, Plaintiff(s), v. Pulitzer, Inc., Emily Rauh
Pulitzer, Michael E. Pulitzer, David E. Moore, Richard W.
Moore, Robert C. Woodworth, Ken J. Elkins, James M. Snowden,
Jr., William Bush, Ronald H. Ridgway, Alice B. Hayes and Susan
T. Congalton, Defendants.
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: February 3, 2005 By: /s/ Alan G. Silverglat
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Alan G. Silverglat
Senior Vice President-Finance
EXHIBIT INDEX
<Table>
<Caption>
Exhibit
Number Description
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2.1 Agreement and Plan of Merger dated as of January 29, 2005
among Lee Enterprises, Incorporated, LP Acquisition Corp. and
Pulitzer Inc.
99.1 Class Action complaint filed on January 31, 2005 in The Court
of Chancery of the State of Delaware in New Castle County, by
Todd M. Veeck, Plaintiff, v. Emily Rauh Pulitzer, Michael E.
Pulitzer, David E. Moore, Richard W. Moore, Robert C.
Woodworth, Ken J. Elkins, James M. Snowden, Jr., William Bush,
Ronald H. Ridgway, Alice B. Hayes, Susan T. Congalton, and
Pulitzer, Inc., Defendants.
99.2 Class Action complaint filed on February 2, 2005 in The Court
of Chancery of the State of Delaware in New Castle County, by
James Fern, on behalf of himself and all other similarly
situated, Plaintiff(s), v. Pulitzer, Inc., Emily Rauh
Pulitzer, Michael E. Pulitzer, David E. Moore, Richard W.
Moore, Robert C. Woodworth, Ken J. Elkins, James M. Snowden,
Jr., William Bush, Ronald H. Ridgway, Alice B. Hayes and Susan
T. Congalton, Defendants.
</Table>