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

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

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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-3   —   Letter Agreement

EX-3
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                       EXHIBIT 3

 October 23 , 1998

Pulitzer Publishing Company                                                     
900 North Tucker Boulevard                                                      
St. Louis, MO  63101                                                            

Ladies and Gentlemen:                                                           

           Reference is hereby made to the Agreement and Plan of Merger by
and among Pulitzer Publishing Company ("Pulitzer"), Pulitzer Inc. ("New         
Pulitzer") and Hearst-Argyle Television, Inc. ("Hearst-Argyle") dated as of May 
25, 1998 (the "Merger Agreement"). Capitalized terms used but not otherwise     
defined herein shall have the respective meanings ascribed thereto in the Merger
Agreement.                                                                      

         Each of the undersigned (each, a "5% Stockholder") expects to
receive shares of New Pulitzer Class B Common Stock and New Pulitzer Common     
Stock and shares of Hearst-Argyle Merger Stock pursuant to the proposed         
reorganization transactions of Pulitzer contemplated by the Merger Agreement. It
has been explained to each 5% Stockholder that Pulitzer has requested a private 
letter ruling from the IRS relating to the federal income tax treatment of      
Pulitzer and its stockholders upon Pulitzer's distribution of New Pulitzer Stock
to its stockholders and such stockholders' exchange of shares of Pulitzer Class 
B Common Stock and Pulitzer Common Stock for shares of Hearst-Argyle Merger     
Stock in connection with the Contribution, the Distribution (the Contribution   
and Distribution being collectively referred to herein as the "Spin-Off") and   
the Merger.                                                                     

          In order to facilitate Pulitzer's request for a private letter
ruling from the IRS, each 5% Stockholder hereby represents that he, she or it   
has no present plan or intention to dispose of any of the shares of             
Hearst-Argyle Merger Stock or New Pulitzer Stock which he, she or it will       
receive in the Spin-Off and the Merger and further agrees that in the absence of
unanticipated events or circumstances necessitating a change of his, her or its 
present plans and intentions, he, she or it will not directly or indirectly     
offer, offer to sell, contract to sell, pledge or grant any option to purchase  
or otherwise dispose of or transfer (or announce any offer, offer to sell, sale,
contract to sell, pledge or grant any option to purchase or other disposition or
transfer) any of such shares of New Pulitzer Stock or Hearst-Argyle Merger Stock
for a period of one year after the Spin-Off and the Merger (the "Restricted     
Period"), except for the following possible dispositions ("Permitted            
Dispositions"):                                                                 

                   (i) gifts of Hearst-Argyle Merger Stock or New Pulitzer Stock
        to charitable organizations, charitable trusts or charitable
       split-interest trusts (of which, in the case of a gift to a
              charitable split-interest trust, the non-charitable beneficiary or
             beneficiaries is or are such 5% Stockholder or one or more family
            members, as defined in Section 267(c)(4) of the Code, of such 5%
Stockholder);                                       

              (ii) gifts of Hearst-Argyle Merger Stock or New Pulitzer
            Stock for estate planning purposes to one or more family members
    (as defined in Section 267(c)(4) of the Code) of such 5%
            Stockholder or to entities if such 5% Stockholder or one or more
            family members ( as defined in Section 267(c)(4) of the Code) of
      such 5% Stockholder would be deemed under the constructive
       ownership rules of Section 267(c)(1) of the Code to own the
          Hearst-Argyle Merger Stock or New Pulitzer Stock owned by such
entity; and                                         

       (iii) simultaneous sales of such 5% Stockholder's
             Hearst-Argyle Merger Stock and New Pulitzer Stock in amounts that
             represent equal proportions of the Hearst-Argyle Merger Stock and
              New Pulitzer Stock received by such 5% Stockholder in the Spin-Off
and the Merger.                                     

EX-3
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
October 23 , 1998                                                               
Page 2                                                                          

Notwithstanding the foregoing, all Permitted Dispositions by the 5% Stockholders
collectively during the Restricted Period will not exceed in the aggregate the  
number of shares of either Hearst-Argyle stock or New Pulitzer stock having a   
fair market value, immediately after the Spin-Off and the Merger, equal to 9.5% 
of the fair market value of all of such corporation's outstanding stock at such 
time. In this regard, each of the 5% Stockholders will be entitled to engage in 
a Permitted Disposition during the Restricted Period only to the extent such    
Permitted Disposition, when combined with all prior Permitted Dispositions by   
such 5% Stockholder during the Restricted Period, will not exceed 3.15% of the  
issued and outstanding stock of each of Hearst-Argyle and New Pulitzer, unless  
otherwise agreed in writing by each of the other 5% Stockholders. For this      
purpose, Marital Trust B U/I Joseph Pulitzer, Jr. Dated 6/12/74, as amended     
10/20/92, and the Pulitzer Family Trust shall be considered a single 5%         
Stockholder.                                                                    

              Each of the undersigned understands and acknowledges that Pulitzer
and the IRS will rely upon the representations set forth in this letter and     
agrees that this letter shall be binding upon such 5% Stockholder and his, her  
or its successors, heirs, personal representatives and assigns.                 

Very truly yours,         

          MARITAL TRUST B U/I JOSEPH PULITZER,
            JR. DATED 6/12/74, AS AMENDED 10/20/92

                  By:  /s/ Emily Rauh Pulitzer
                                      --------------------------------------
                                      Emily Rauh Pulitzer, Successor Trustee

               By:  /s/ James V. Maloney
                                      --------------------------------------
                                   James V. Maloney, Successor Trustee

           By:  /s/ William Bush
                                      --------------------------------------
                               William Bush, Successor Trustee

           PULITZER FAMILY TRUST

                  By:  /s/ Emily Rauh Pulitzer
                                      --------------------------------------
                            Emily Rauh Pulitzer, Trustee

                                 TRUST DATED 3/22/82 FBO MICHAEL E. PULITZER

                  By:  /s/ Michael E. Pulitzer
                                      --------------------------------------
                            Michael E. Pulitzer, Trustee

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

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
		5/25/98		1
									List all Filings