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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
PULITZER INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
The memo below was mailed on May 20, 2005 to holders of Pulitzer Inc. stock
options:
May 20, 2005
TO: Pulitzer Inc. Stock Option Holders
FROM: James V. Maloney
RE: Cashout of Stock Options
All option holders received a memo dated March 9, 2005 summarizing how stock
options would be affected by the Lee merger. This memo contains updated
information about the remaining exercise period for vested options, the cashout
of all options that are not exercised and related income tax withholding.
o Vested options may be exercised until May 24, 2005, except for those subject
to blackout restrictions. Those individuals should contact me if they want to
exercise vested options prior to close. Vested options that are not exercised
by May 24, 2005 will be cashed out on the date of the Lee merger, as if they
had been exercised, based on the difference between the $64 per share merger
price and the per share option exercise price.
o Non-vested options may not be exercised. However, if an employee's employment
with Pulitzer Inc. or any of its subsidiaries continues until the time of the
Lee merger, then the employee's non-vested options will be cashed out at the
same time and for the same amount as vested options (as if they were vested
and had been exercised).
o The cashout amount payable for vested and non-vested options will be taxable
to the employee as compensation for income and employment tax purposes. The
minimum withholding rate for Federal income tax is 25%. State income tax will
be withheld at the supplemental wage rate applicable to your state. Option
holders may request a higher rate of Federal income tax withholding with
respect to their cashout payments. Anyone wishing to do so must send a
written notice to Jim Maloney by May 25, 2005. The notice must specify the
higher rate of Federal income tax to be withheld and may be sent via email at
the following address: jmaloney@pulitzer.net.
o It is anticipated that the cashout payments will be made by checks to be
issued on the date of the Lee merger.
Please note that the cashout of the vested and non-vested options is still
subject to the completion of the Lee merger. If you have any questions, please
call James Maloney at (314) 340-8402.