Pulitzer Inc Voting Tr Under Agreement Dated March 18 1999 – ‘SC 13D’ on 3/30/99 re: Pulitzer Inc – EX-4

As of:  Tuesday, 3/30/99   ·   Accession #:  950124-99-2209   ·   File #:  5-56053

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Scheduel 13D                                          49    185K 
 2: EX-1        1999 Voting Trust                                     28     75K 
 3: EX-3        Letter Agreement                                       2     13K 
 4: EX-4        Registration Rights Agreement                         12     45K 

EX-4   —   Registration Rights Agreement

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                                                                       Exhibit 4

 REGISTRATION RIGHTS AGREEMENT

                   REGISTRATION RIGHTS AGREEMENT, dated as of March 18, 1999, by
and among PULITZER INC., a Delaware corporation (the "Company"), and Emily Rauh 
Pulitzer, Michael E. Pulitzer and David E. Moore (collectively, the             
"Stockholders" and individually referred to herein as a "Stockholder").         

W I T N E S S E T H:

            WHEREAS, the Stockholders own, directly or indirectly,
outstanding shares (the "Shares") of Class B Common Stock, $.01 par value per   
share (the "Class B Common Stock"), of the Company exchangeable for a like      
number of shares of Common Stock, $.01 par value per share (the "Common Stock"),
of the Company;                                                                 

               WHEREAS, the Shares have been deposited in a Voting Trust
(the "Voting Trust") pursuant to a voting trust agreement, dated as of March 18,
1999, which, among other things, restricts the transfer of such Shares;         

               WHEREAS, the Voting Trust permits the withdrawal from the
Voting Trust of all or a portion of the Shares upon their exchange for shares of
the Common Stock under certain circumstances, including the sale of the Common  
Stock pursuant to a registered public offering;                                 

                WHEREAS, the Company desires to grant to each Stockholder,
including each Stockholder's heirs, legal representatives, successors and       
assigns whose names are registered on the books maintained by the Company, and  
any parent, sibling, spouse, child, grandchild or other relative of each        
Stockholder (each, a "Family Relative"), or any custodian or trustee for the    
benefit of any of the Stockholders or Family Relatives, or any partnership,     
corporation or other entity for which a Stockholder or Family Relative acts as a
trustee or which is owned by a Stockholder or a Family Relative, (collectively, 
the "Holders" and individually referred to herein as a "Holder"), certain       
registration rights with respect to shares of the Common Stock issuable upon    
exchange of the Shares.                                                         

                NOW, THEREFORE, in consideration of the foregoing premises
and other good and valuable consideration, the parties hereby agree as follows: 

1.      REPRESENTATIONS AND WARRANTIES.           

                     (a) Status, Power and Authority. The Company represents
and warrants that it is duly organized and validly existing under the laws of   
the State of Delaware, that it has the                                          

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legal power and authority to enter into this Agreement and carry out its        
obligations hereunder and that this Agreement constitutes a legal, valid and    
binding obligation of the Company.                                              

              (b) Covenant Against Material False Statement or
Omission. The Company covenants to the Holders that any registration statement, 
prospectus, and any amendments or supplements thereto filed by the Company      
pursuant to Section 3 or 4 of this Agreement will comply in all material        
respects with the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations promulgated thereunder, and that none of such         
registration statements, prospectuses, or amendments or supplements thereto     
shall contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein  
not misleading (provided, however, that the covenants contained in this section 
do not apply to any statements or omissions in such registration statement,     
prospectus, or amendment or supplement thereto made in reliance upon information
furnished in writing to the Company by the Holders expressly for use therein).  

             2.      Certain Definitions. As used in this Agreement, the
following terms shall have the following respective meanings:                   

                       (a) "Commission" shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the Securities 
Act.                                                                            

                     (b) "Initiating Holders" shall, except as provided in
Section 3(c) hereof, mean the Holders of not less than five percent of the      
outstanding shares of Class B Common Stock.                                     

                      (c) "Market Value" shall mean as of the date specified
for its computation the closing sale price for the security as reported on the  
principal securities exchange on which such security is traded or if not traded 
on an exchange, the closing sale price as reported on the NASDAQ national market
system, or if not so listed or traded, the closing bid price reported in the    
over-the-counter market.                                                        

                        (d) The term "register", "registered" and "registration"
shall refer to a registration effected by preparing and filing a registration   
statement in compliance with the Securities Act and the applicable rules and    
regulations thereunder, and the declaration or ordering of the effectiveness of 
such registration statement.                                                    

                   (e) "Registration Expenses" shall mean all expenses
incurred by the Company in compliance with Sections 3 and 4 hereof, including,  
without limitation, all registration and filing fees, printing expenses, fees   
and disbursements of counsel for the Company, blue sky fees and expenses, and   
the expense of any special audits incident to or required by any such           
registration (but excluding the compensation of regular employees of the        
Company; which shall be paid in any event by the Company).                      

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                  (f) "Selling Expenses" shall mean all underwriting
discounts and selling commissions applicable to the sale of the Common Stock and
all fees and disbursements of counsel for the selling Holdings.                 

3.      Requested Registration.                   

                (a) Request for Registration. If the Company shall
receive from Initiating Holders, at any time or times not earlier than three    
months and not later than nine months after the end of a fiscal year of the     
Company, a written request that the Company effect any registration with respect
to all or a part of the shares of the Common Stock issuable upon exchange of the
Shares of any one or more of the Initiating Holders having a Market Value of not
less than $2,000,000 on the business day preceding the date of such written     
request, the Company will:                                                      

                            (i) promptly give written notice of the proposed
registration to all other Holders; and                                          

                              (ii) as soon as practicable, use its diligent best
efforts to effect such registration (including, without limitation, the         
execution of an undertaking to file post-effective amendments, appropriate      
qualification under applicable blue sky or other state securities laws and      
appropriate compliance with applicable regulations issued under the Securities  
Act) as may be so requested and as would permit or facilitate the sale and      
distribution of all or such portion of such shares of the Common Stock as are   
specified in such request, together with all or such portion of the shares of   
common stock of any Holder or Holders joining in such request as are specified  
in a written request given within twenty (20) days after mailing of such written
notice by the Company; provided that the Company shall not be obligated to      
effect, or to take any action to effect, any such registration pursuant to this 
Section 3:                                                                      

                           (A) In any particular jurisdiction in which the
Company would be required to execute a general consent to service of process in 
effecting such registration, qualification or compliance, unless the Company is 
already subject to service in such jurisdiction and except as may be required by
the Securities Act or applicable rules or regulations thereunder; or            

                        (B) More than two times pursuant to requests
hereunder in any consecutive 12 month period; or                                

                         (C) Within 120 days of the effectiveness of a
registration statement filed by the Company pursuant to which the Holders were  
entitled to register all or part of the shares of the Common Stock issuable upon
exchange of their Shares; or                                                    

                             (D) If the Company informs the Initiating Holders
that the Company intends to file a registration statement within 30 days of the 
written request from                                                            

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        the Initiating Holders pursuant to which the Holders will have the right
       to register all or part of the shares of the Common Stock issuable upon
exchange of their shares.                                       

         Subject to the foregoing clauses (A), (B), (C) and (D), the
Company shall file a registration statement covering shares of the Common Stock 
so requested to be registered as soon as practicable after receipt of the       
request or requests of the Initiating Holders.                                  

             The registration statement filed pursuant to the request of the
Initiating Holder may, subject to the provisions of Section 3(b) below, include 
other securities of the Company which are being sold by the Company or which are
held by officers or directors of the Company (other than the Holders) or which  
are held by persons who, by virtue of agreements with the Company, are entitled 
to include their securities in any such registration.                           

                   (b) Underwriting. If the Initiating Holders intend to
distribute the shares of the Common Stock covered by their request by means of  
an underwriting, they shall so advise the Company as a part of their request    
made pursuant to Section 3 and the Company shall include such information in the
written notice referred to in Section 3 (a)(i) above. The right of any Holder to
registration pursuant to this Section 3 shall be conditioned upon such Holder's 
participation in such underwriting and the inclusion of such Holder's shares of 
the Common Stock in the underwriting (unless otherwise mutually agreed by a     
majority in interest of the Initiating Holders and such Holder with respect to  
such participation and inclusion) to the extent provided herein. A Holder may   
elect to include in such underwriting all or a part of the shares of the Common 
Stock issuable upon the exchange of that Holder's Shares.                       

              If officers or directors of the Company (other than the Holders)
holding shares of the Common Stock of the Company shall request inclusion in any
registration pursuant to this Section 3, or if holders of securities of the     
Company who are entitled, by contract with the Company, to have securities      
included in such a registration (the "Other Stockholders") request such         
inclusion, the Initiating Holders shall, on behalf of all Holders, offer to     
include the securities of the Company held by such officers, directors and Other
Stockholders in the underwriting and may condition such offer to such officers, 
directors and Other Stockholders on their acceptance of the further applicable  
provisions of this Agreement. The Company shall (together with all Holders,     
officers, directors and Other Stockholders proposing to distribute their        
securities through such underwriting) enter into an underwriting agreement in   
customary form with the representative of the underwriter or underwriters       
selected for such underwriting by a majority in interest of the Initiating      
Holders and reasonably acceptable to the Company. Notwithstanding any other     
provision of this Section 3, if the representative advises the Initiating       
Holders in writing that marketing factors require a limitation on the number of 
shares to be underwritten, the Initiating Holders shall so advise all Holders of
shares of the Common Stock, officers and directors of the Company and Other     
Stockholders whose securities would otherwise be underwritten pursuant hereto,  
and the number of shares of the Common Stock and other securities that may be   
included in the registration and underwriting shall be allocated among all such 
Holders, officers and directors of the Company and Other Stockholders in        
proportion,                                                                     

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as nearly as practicable, to the respective amounts of shares of the Common     
Stock or other securities which they had requested to be included in such       
registration at the time of filing the registration statement. No shares of the 
Common Stock or other securities excluded from the underwriting by reason of the
underwriter's marketing limitation shall be included in such registration. If   
any Holder of shares of the Common Stock, officer, director or Other Shareholder
who has requested inclusion in such registration as provided above disapproves  
of the terms of the underwriting, such person may elect to withdraw therefrom by
written notice to the Company, the underwriter and the Initiating Holders. The  
securities so withdrawn shall also be withdrawn from registration. If the       
underwriter has not limited the number of shares of the Common Stock to be      
underwritten, the Company may include its securities for its own account in such
registration if the underwriter so agrees and if the number of shares of the    
Common Stock which would otherwise have been included in such registration and  
underwriting will not thereby be limited.                                       

                    (c) Registration at Request of the Estate of a Holder.
Within nine months of the death of any Holder, the estate of that Holder may on 
a single occasion act as an Initiating Holder notwithstanding the failure to    
meet the five percent ownership requirement set forth in Section 2(b) and may   
request registration of all or part of the shares of the Common Stock issuable  
upon exchange of the Shares held by such estate notwithstanding a failure to    
meet the $2,000,000 minimum Market Value set forth in Section 3(a), provided    
that such estate could not within three months following the request for        
registration then sell pursuant to Rule 144 under the Securities Act all the    
shares of the Common Stock issuable upon exchange of the Shares held by such    
estate. If an estate acting as an Initiating Holder pursuant to this Section    
3(c) intends to distribute shares of the Common Stock by means of an            
underwriting pursuant to Section 3(b), the provisions of Section 3(b) requiring 
a reduction in the shares of the Common Stock included in the registration and  
underwriting shall not apply to the shares of the Common Stock being registered 
for the estate and the shares of the Common Stock included by all other         
participants in the registration and underwriting shall be reduced accordingly. 
The provisions of this Section 3(c) may only be used one time by each estate.   

4.      Company Registration.                     

                       (a) If the Company shall determine to register any of its
securities either for its own account or the account of a security holder or    
holders, other than the first registration of the Company's securities on Form  
S-1, or a registration relating solely to employee benefit plans, or a          
registration relating solely to a Commission Rule 145 transaction, or a         
registration on any registration form which does not permit secondary sales or  
does not include substantially the same information as would be required to be  
included in a registration statement covering the sale of shares of the Common  
Stock, the Company will:                                                        

                       (i)  promptly give to each Holder written notice thereof;
and                     

                (ii) include in such registration (and any related
            qualification under applicable blue sky or other state
        securities laws), and in any underwriting involved

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        therein, all the shares of the Common Stock specified in a
         written request or requests, delivered by any Holder within
           twenty (20) days after mailing of the written notice from the
           Company described in clause (i) above, except as set forth in
           Section 4(b) below. Such written request may specify all or a
              part of the shares of the Common Stock issuable upon exchange of
a Holder's Shares.                                

                (b) Underwriting. If the registration of which the
Company gives notice is for a registered public offering involving an           
underwriting, the Company shall so advise the Holders as a part of the written  
notice given pursuant to Section 4(a)(i). In such event the right of any Holder 
to registration pursuant to this Section 4 shall be conditioned upon such       
Holder's participation in such underwriting and the inclusion of such Holder's  
shares of the Common Stock in the underwriting to the extent provided herein and
shall be further conditioned upon the Company receiving requests to include in  
the underwriting shares of the Common Stock having a Market Value as of the     
fifteenth day following mailing of the Company's notice of not less than        
$500,000. All Holders proposing to distribute their securities through such     
underwriting shall (together with the Company and the officers and directors of 
the Company and Other Stockholders distributing their securities through such   
underwriting) enter into an underwriting agreement in customary form with the   
underwriter or underwriters selected for underwriting by the Company.           
Notwithstanding any other provision of this Section 4, if the underwriter       
determines that marketing factors require a limitation on the number of shares  
to be underwritten, the underwriter may (subject to the allocation priority set 
forth below) limit the number of shares of the Common Stock to be included in   
the registration and underwriting by all Holders, officers and directors of the 
Company and Other Stockholders requesting registration. The Company shall advise
all holders of shares of the Common Stock requesting registration of the        
limitation on the number of shares to be underwritten, and the number of shares 
of the Common Stock that are entitled to be included in the registration and    
underwriting shall be allocated in the following manner: the number of shares to
be included in the registration and underwriting by the Company shall not be    
reduced and any remaining shares shall be allocated among all such Holders,     
officers and directors of the Company and Other Stockholders in proportion, as  
nearly as practicable, to the respective amounts of shares of the Common Stock  
or other securities which they had requested to be included in such registration
at the time of filing the registration statement. If any Holder of shares of the
Common Stock or any officer, director of Other Stockholder disapproves of the   
terms of any such underwriting, that person may elect to withdraw therefrom by  
written notice to the Company and the underwriter. Any shares of the Common     
Stock excluded or withdrawn from such underwriting shall be withdrawn from such 
registration.                                                                   

         5.      Expenses of Registration. All Registration Expenses
incurred in connection with any registration, qualification or compliance       
pursuant to this Agreement shall be borne by the Company, and all Selling       
Expenses shall be borne by the holders of the securities so registered pro rata 
on the basis of the number of their shares so registered; provided, however,    
that the Company shall not be required to pay any Registration Expenses if, as a
result of the withdrawal of a request for registration by Initiating Holders,   
the registration statement does not become effective, in which case the Holders,
officers and directors of the Company and Other Stockholders requesting         

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registration shall bear such Registration Expenses pro rata on the basis of the 
number of their shares so included in the registration request, and provided,   
further, that such registration shall not be counted as a registration pursuant 
to Section 3(a)(ii)(B).                                                         

             6.     Registration on Form S-3. The Company shall use its best
efforts to qualify for registration on Form S-3 or any comparable or successor  
form or forms; and to that end the Company shall register (whether or not       
required by law to do so) the Common Stock under the Securities Exchange Act of 
1934, as amended (the "Exchange Act"), in accordance with the provisions of the 
Exchange Act following the effective date of the first registration of any      
securities of the Company on Form S-1 or any comparable or successor form or    
forms. After the Company has qualified for the use of Form S-3 or any comparable
or successor form or forms, in addition to the rights contained in the foregoing
provisions of this Agreement, the Holders shall have the right to request       
registrations on Form S-3 in accordance with the procedures set forth in Section
3(a) provided the restrictions in Section 3(a)(ii)(B) shall not apply.          

              7.     Registration Procedures, In the case of each registration
effected by the Company pursuant to this Agreement, the Company will keep each  
Holder advised in writing as to the initiation of each registration and as to   
completion thereof. As its expense, the Company shall:                          

                    (a) Keep such registration effective for a period of one
hundred twenty (120) days or until the Holder or Holders have completed the     
distribution described in the registration statement relating thereto, whichever
first occurs; provided, however, that (i) such 120-day period shall be extended 
for a period of time equal to the period the Holder refrains from selling any   
securities included in such registration in accordance with the provisions of   
Section 11 hereof; and (ii) in the case of any registration of shares of the    
Common Stock on Form S-3, or any successor form or forms, which are intended to 
be offered on a continuous or delayed basis, such 120-day period shall be       
extended, if necessary, to keep the registration statement effective until all  
such shares of the Common Stock are sold, provided that Rule 415, or any        
successor rule under the Securities Act, permits an offering on a continuous or 
delayed basis, and provided further that applicable rules under the Securities  
Act governing the obligation to file a post-effective amendment which (y)       
includes any prospectus required by Section 10(a)(3) of the Securities Act or   
(z) reflects facts or events representing a material change in the information  
set forth in the registration statement, the incorporation by reference in the  
registration statement of information required to be included in (y) and (z)    
above to be contained in periodic reports filed pursuant to Section 13 or 15(d) 
of the Exchange Act;                                                            

             (b) Furnish such number of prospectuses and other
documents incident thereto as a Holder from time to time may reasonably request;
and                                                                             

                     (c) In connection with any underwritten offering pursuant
to a registration statement filed pursuant to Section 3 hereof, the Company will
enter into any underwriting agreement reasonably necessary to effect the offer  
and sale of the Common Stock, provided such underwriting                        

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agreement contains customary underwriting provisions, and provided further that 
if the underwriter so requests, the underwriting agreement will contain         
customary indemnification any contribution provisions.                          

8.      Indemnification.                          

                     (a) The Company will indemnify each Holder, each of its
officers, directors and partners, if any, and each person controlling such      
Holder, with respect to which registration, qualification or compliance has been
effected pursuant to this Agreement, against all claims, losses, damages and    
liabilities (or actions in respect thereof) arising out of or based on any      
untrue statement (or alleged untrue statement) of a material fact contained in  
any prospectus, offering circular or other document (including any related      
registration statement, notification or the like) incident to any such          
registration, qualification or compliance, or based on any omission (or alleged 
omission) to state therein a material fact required to be stated therein or     
necessary to make the statements therein not misleading, or any violation by the
Company of the Securities Act or any rule or regulation thereunder applicable to
the Company and relating to action or inaction required of the Company in       
connection with any such registration, qualification or compliance, and will    
reimburse each such Holder, each of its officers, directors and partners, if    
any, and each person controlling such Holder, for any legal and any other       
expenses reasonably incurred in connection with investigating and defending any 
such claim, loss, damage, liability or expense arises out of or is based on any 
untrue statement or omission based upon written information furnished to the    
Company by such Holder and stated to be specifically for use therein.           

                 (b) Each Holder will, if shares of the Common Stock
issuable upon exchange of the Shares held by that Holder are included in the    
securities as to which such registration, qualification or compliance is being  
effected, indemnify the Company, each of its directors and officers, each person
who controls the Company within the meaning of the Securities Act and the rules 
and regulations thereunder, each other such Holder and each Other Stockholder   
and each of their officers, directors and partners, and each person controlling 
such Holder or Other Stockholder, against all claims, losses, damages and       
liabilities (or actions in respect thereof) arising out of or based on any      
untrue statement (or alleged untrue statement) of a material fact contained in  
any such registration statement, prospectus, offering circular or other         
document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not   
misleading, and will reimburse the Company and such Holders, Other Stockholders,
directors, officers, partners, persons or control persons for any legal or any  
other expenses reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability or action, in each case to the extent,  
but only to the extent, that such untrue statement (or alleged untrue statement)
or omission (or alleged omission) is made in such registration statement,       
prospectus, offering circular or other document in reliance upon and in         
conformity with written information furnished to the Company by such Holder and 
stated to be specifically for use therein; provided, however, that the          
obligations of such Holders hereunder shall be limited to an amount equal to the
proceeds to each such Holder of securities sold as contemplated herein.         

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                   (c) Each party entitled to indemnification under this
Section 8 (the "Indemnified Party") shall give notice to the party required to  
provided indemnification (the "Indemnifying Party") promptly after such         
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense or any    
such claim or any litigation resulting therefrom, provided that counsel for the 
Indemnifying Party, who shall conduct the defense of such claim or any          
litigation resulting therefrom, shall be approved by the Indemnified Party      
(whose approval shall not unreasonably be withheld), and the Indemnified Party  
may participate in such defense at such party's expense, and provided further   
that the failure or any Indemnified Party to give notice as provided herein     
shall not relieve the Indemnifying Party of its obligations under this          
Agreement. No Indemnifying Party, in the defense of any such claim or           
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgement or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such      
Indemnified Party of a release from all liability in respect to such claim or   
litigation. Each Indemnified Party shall furnish such information regarding     
itself or the claim in question as an Indemnifying Party may reasonably request 
in writing and as shall be reasonably required in connection with defense of    
such claim and litigation resulting therefrom.                                  

             9.      Information by Holder. Each Holder shall furnish to the
Company such information regarding such Holder and the distribution proposed by 
such Holder as the Company may reasonably request in writing and as shall be    
reasonably required in connection with any registration, qualification or       
compliance referred to in this Agreement.                                       

             10.     Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission which may permit the
sale of the Common Stock to the public without registration, the Company agrees 
to:                                                                             

                      (a) Make and keep public information available, as those
terms are understood and defined in Rule 144 under the Securities Act, at all   
times from and after ninety (90) days following the effective date of the first 
registration under the Securities Act filed by the Company for an offering of   
its securities to the general public;                                           

                       (b) Use its best efforts to file with the Commission in a
timely manner all reports and other documents required of the Company under the 
Securities Act and the Exchange Act at any time after it has become subject to  
such reporting requirements; and                                                

                      (c) Furnish to a Holder forthwith upon request a written
statement by the Company as to its compliance with the reporting requirements of
Rule 144 (at any time from and after ninety (90) days following the effective   
date of the first registration statement filed by the Company for an offering of
its securities to the general public), and of the Securities Act and the        
Exchange Act (at any time after it has become subject to such reporting         
requirements), a copy of the most recent annual or quarterly report of the      
company, and such other reports and documents so filed as a Holder              

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may reasonably request in availing itself of any rule or regulation of the      
Commission allowing a Holder to see any such securities without registration.   

              11.    "Market Stand-off" Agreement. If requested by the Company
and an underwriter of the Common Stock (or other securities) of the Company,    
Stockholders will not sell or otherwise transfer or dispose of any of the Common
Stock (or other securities) of the Company issuable upon exchange of the Shares 
held by them during the one hundred twenty (120) day period following the       
effective date of a registration statement of the Company filed under the       
Securities Act, other than a registration statement relating solely to employee 
benefit plans, a registration statement relating solely to a Commission Rule 145
transaction, or a registration statement covering a delayed or continuous       
offering pursuant to Rule 415 under the Securities Act.                         

               The Company may impose stop-transfer instructions with respect to
the shares (or securities) subject to the foregoing restriction until the end of
said one hundred twenty (120) day period.                                       

            12.    Limitations on Grant of Subsequent Registration Rights.
The Company shall not enter into any agreement with any holder or prospective   
holder of the securities of the Company giving such holder or prospective holder
the right to require the Company to initiate any registration of any securities 
of the Company or to require the Company to include in any registration         
securities owned by such holder unless such agreement is consistent with the    
provisions of this Agreement and with the rights of the Holders hereunder.      

       13.    Term. The obligations of the Company to effect any
registration pursuant to this Agreement shall terminate at such time as the     
Holders may sell all shares of the Common Stock issuable upon exchange of their 
Shares within a three month period in reliance on Rule 144 under the Securities 
Act, or any comparable or successor rule, assuming that the Holders at such time
are not required to aggregate their sales with sales by any other Holder other  
than a predecessor Holder and assuming the average weekly volume of trading in  
the Common Stock during any period is less than one percent of the shares of the
Common Stock outstanding.                                                       

               14.     Amendments and Waivers. This Agreement may be amended and
the Company may take any action herein prohibited, or omit to perform any act   
herein required to be performed by it, only if the Company shall have obtained  
the written consent to such amendment, action or omission to act, of the Holders
of more than 80% of the Shares and, in the case of any amendment, action or     
omission to act which adversely affects any Holder of Shares differently from   
any of the other Holders of Shares, the written consent of such Holder. Each    
Holder of any Shares at the time or thereafter outstanding shall be bound by any
consent authorized by this Section 14.                                          

              15.     Notices. All communications provided for hereunder shall
be sent by first-class mail and (a) if addressed to a Holder, at the address    
that such Holder shall have furnished to the Company in writing, or, until any  
such other Holder so furnished to the Company an address, then                  

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to and at the address of the last Holder of such Shares who has furnished an    
address to the Company, or (b) if addressed to the Company, at 900 North Tucker 
Boulevard, St. Louis, Missouri 63101 to the attention of its President, or at   
such other address, or to the attention of such other officer, as the Company   
shall have furnished to each Holder at the time outstanding, with a copy of all 
such notices to: Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New   
York 10103 to the attention of Richard A. Palmer.                               

               16.    Assignment. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and their respective 
heirs, legal representatives, successors and assigns. In addition, and whether  
or not any express assignment shall have been made, the provisions of this      
Agreement which are for the benefit of the parties hereto other than the Company
shall also be for the benefit of and enforceable by any subsequent Holder,      
subject to the provisos respecting the minimum numbers or percentages of Shares 
required in order to be entitled to certain rights, or take certain actions,    
contained herein.                                                               

          17.    Descriptive Headings. The descriptive headings of the
several sections and paragraphs of this Agreement are inserted for reference    
only and shall not limit or otherwise affect the meaning hereof.                

          18.    Governing Law.  This Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the laws of the State of New York.                                              

               19.    Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all such        
counterparts shall together constitute one and the same instrument.             

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              IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement or caused this Agreement to be executed and delivered by their        
respective officers thereunto duly authorized as of the date first above        
written.                                                                        

             PULITZER INC.

                          By:  /s/ Ronald H. Ridgway
                                           -------------------------------------
                       Ronald H. Ridgway
                                     Senior Vice President - Finance

                             /s/ Emily Rauh Pulitzer
                                           -------------------------------------
                         Emily Rauh Pulitzer

                             /s/ Michael E. Pulitzer
                                           -------------------------------------
                         Michael E. Pulitzer

                        /s/ David E. Moore
                                           -------------------------------------
                    David E. Moore

12

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		3/30/99							3
		3/18/99		1					3,  4
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