As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/24/05  Pulitzer Inc                      PRE 14A     3/31/05    1:943K                                   Bowne Boc/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Notice and Proxy                        HTML    880K 

900 North Tucker Boulevard

St. Louis, Missouri 63101

(314) 340-8000

                    , 2005

Dear Fellow Stockholder:

      You are cordially invited to attend a special meeting of stockholders of Pulitzer Inc. to be held at                     , Eastern Daylight Time, on                     , 2005, at                          .

      At the special meeting, you will be asked to consider and vote to adopt an Agreement and Plan of Merger, dated as of January 29, 2005, by and among Pulitzer, LP Acquisition Corp. and Lee Enterprises, Incorporated, pursuant to which LP Acquisition Corp. will be merged into Pulitzer and Pulitzer will become an indirect wholly-owned subsidiary of Lee. Upon the merger becoming effective, you will be entitled to receive $64.00 in cash for each share of common stock or Class B common stock that you own.

      Our board of directors, by unanimous vote, has determined that the merger agreement and the merger are advisable and fair to and in the best interests of Pulitzer and Pulitzer’s stockholders, has declared the merger agreement advisable and that the merger consideration to be paid for our common stock and Class B common stock is fair to the holders of such shares, and has approved and adopted the merger agreement and the merger. Our board of directors unanimously recommends that Pulitzer’s stockholders vote “FOR” adoption of the merger agreement.

      In arriving at its recommendation, the board of directors carefully considered a number of factors described in the accompanying proxy statement. One of the factors considered was the written opinion of Goldman, Sachs & Co. (“Goldman Sachs”) which acted as financial advisor to us in connection with the merger, that, based upon and subject to the factors and assumptions set forth in Goldman Sachs’ opinion dated January 29, 2005, as of the date of the opinion, the $64.00 per share in cash to be received by the holders of the outstanding shares of our common stock and Class B common stock, taken in the aggregate, pursuant to the merger agreement is fair from a financial point of view to those holders. The full text of this opinion is attached as Annex B to the accompanying proxy statement, and the opinion should be read in its entirety. Goldman Sachs provided its opinion for the information and assistance of the board of directors in connection with its consideration of the merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of our common stock or Class B common stock should vote with respect to the merger.

      The proxy statement attached to this letter provides you with information about the proposed merger and the special meeting of Pulitzer’s stockholders. We encourage you to read the entire proxy statement carefully. You may also obtain more information about Pulitzer from documents we have filed with the Securities and Exchange Commission.

      Your vote is important regardless of the number of shares of Pulitzer’s common stock and Class B common stock you own. Because adoption of the merger agreement requires the affirmative vote of the holders of a majority of the aggregate voting power of our issued and outstanding shares of common stock and Class B common stock entitled to vote, voting together as a single class, a failure to vote will have the same effect as a vote against adoption of the merger agreement. Accordingly, you are requested to promptly vote your shares by completing, signing and dating the enclosed proxy card and returning it in

the envelope provided or by registering your vote by telephone or on the Internet, whether or not you plan to attend the special meeting.

      Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the special meeting.

      Thank you for your cooperation.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, passed upon the merits or fairness of the merger agreement or the transactions contemplated thereby, including the proposed merger, or passed upon the fairness or merits of the merger or upon the adequacy or accuracy of the information contained in this proxy statement. Any representation to the contrary is a criminal offense.

      This proxy statement is dated                    , 2005, and is first being mailed to stockholders on or about                     , 2005.

PRELIMINARY COPY

      The following questions and answers are for your convenience only, and briefly address some commonly asked questions about the merger. You should still carefully read this entire proxy statement, including the annexes.

      Statements included or incorporated by reference in this proxy statement concerning Pulitzer’s business outlook or future economic performance, anticipated profitability, revenues, expenses or other financial items, together with other statements that are not historical facts, are “forward-looking statements” as that term is defined under the federal securities laws. Forward-looking statements also include those statements relating to the expected completion and timing of the merger and other information related to the merger. Forward-looking statements are based on current management expectations and are subject to risks, uncertainties and other factors, many of which are beyond our ability to control or predict and which could cause actual results or events to differ materially from those anticipated or stated in such statements. Such risks, uncertainties and other factors include, but are not limited to, industry cyclicality, the seasonal nature of the business, changes in pricing or other actions by competitors or suppliers (including newsprint suppliers), outcome of labor negotiations, capital or similar requirements, and general economic conditions, any of which may impact advertising and circulation revenues and various types of expenses, as well as other risks detailed in Pulitzer’s filings with the Securities and Exchange Commission (commonly known as the SEC), including this proxy statement. Although Pulitzer believes that the expectations reflected in “forward-looking statements” are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Accordingly, investors are cautioned not to place undue reliance on any such “forward-looking statements.” Pulitzer disclaims any obligation to update the information included or incorporated by reference in this proxy statement or to publicly announce the result of any revisions to such “forward-looking statements,” or to make any other forward-looking statements, to reflect new information or future events or developments.

      All subsequent written and oral forward-looking statements attributable to Pulitzer and persons acting on our behalf are qualified in their entirety by the cautionary statements contained in this proxy statement.

      All information contained in this proxy statement concerning Lee and purchaser has been supplied by Lee and has not been independently verified by Pulitzer.

      Pulitzer Inc., a Delaware corporation (together with its subsidiaries and affiliated entities), is a newspaper publishing company with integrated Internet operations in 14 United States markets, the largest of which is St. Louis, Missouri. Pulitzer is the successor to the company founded by the first Joseph Pulitzer in 1878 to publish the original St. Louis Post-Dispatch. Pulitzer’s newspaper holdings include operations in St. Louis, Missouri and in Tucson, Arizona. Pulitzer’s wholly-owned subsidiary, Pulitzer Newspapers, Inc., and its subsidiaries publish 12 dailies that serve markets in the Midwest, Southwest and West, as well as more than 75 weekly newspapers, shoppers and niche publications. The principal executive offices of Pulitzer are located at 900 N. Tucker Blvd., St. Louis, Missouri 63101-1069, (314) 340-8000.

      Lee Enterprises, Incorporated, a Delaware corporation, and its subsidiaries are in the business of newspaper publishing and associated online services. Lee was founded in 1890 in Ottumwa, Iowa. Prior to the proposed merger of Lee and Pulitzer, Lee and its subsidiaries owned 38 daily newspapers and a joint interest in six others and published 200 weekly newspapers, shoppers and specialty publications, with a circulation in nineteen states of 1.1 million daily and 1.2 million Sunday. Subsequent to the merger, Lee and its subsidiaries will own 52 daily newspapers (including the St. Louis Post-Dispatch, in which they will have a 95% interest in the results of operations) and a joint interest in six others and will publish over 300 weekly newspapers, shoppers and specialty publications, with a circulation in 23 states of 1.7 million daily and 2.0 million Sunday.

      LP Acquisition Corp., a Delaware corporation, is an indirect wholly-owned subsidiary of Lee Publications, Inc., a Delaware corporation. Lee Publications, Inc. is a wholly-owned subsidiary of Lee. The principal executive offices of Lee and purchaser are located at 201 North Harrison Street, Davenport, Iowa

52801-1939, (563) 383-2100. Purchaser was organized on January 28, 2005 solely for the purpose of facilitating the merger. Purchaser has not engaged in any business except in anticipation of the merger.

      The special meeting will be held on                     , 2005, at                     Eastern Daylight Time, at                     . The purpose of the special meeting is to consider and vote on the proposal to adopt the merger agreement. Our board of directors, by unanimous vote, has determined that the merger agreement and the merger are advisable and fair to and in the best interests of Pulitzer and Pulitzer’s stockholders, has declared the merger agreement advisable and that the merger consideration to be paid for our common stock and Class B common stock is fair to the holders of such shares, and has approved and adopted the merger agreement and the merger. Our board of directors unanimously recommends that Pulitzer’s stockholders vote “FOR” adoption of the merger agreement.

      Only holders of record of our common stock and Class B common stock as of [March 23], 2005, which is the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. If you own shares that are registered in someone else’s name, for example, a broker, you need to direct that person to vote those shares or obtain an authorization from that person and vote the shares yourself at the meeting. On [March 23], 2005, there were                     shares of our common stock outstanding held by approximately                     holders of record. On [March 23], 2005, there were                      shares of our Class B common stock outstanding held by approximately                     holders of record.

      The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the aggregate voting power of our issued and outstanding shares of common stock and Class B common stock entitled to vote, voting together as a single class. Each share of common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes. Because the required vote of stockholders is based upon the number of outstanding shares of our common stock and Class B common stock (rather than just the common stock and Class B common stock actually voting), failure to submit a proxy or to vote in person will have the same effect as a vote against adoption of the merger agreement.

      A majority of the aggregate voting power of the shares issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, shall constitute a quorum. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum.

      Under the applicable New York Stock Exchange rules, the merger proposal is a “non-discretionary” item, which means that brokers or nominees who do not receive instructions from the beneficial owners of shares do not have discretion to vote the shares held by such beneficial owners on this matter. Accordingly, if a broker holds your shares (including any shares owned by you under Pulitzer’s employee stock purchase plans and held for your account by A.G. Edwards) and you want your shares to be voted at the special meeting, you should instruct your broker on how to vote your shares using the instructions provided by your broker.

      This proxy statement is being sent to you on behalf of the board of directors of Pulitzer for the purpose of requesting that you allow your shares of our common stock and Class B common stock to be represented by proxy at the special meeting by the persons named in the enclosed proxy card. All shares of our common stock and Class B common stock represented at the meeting by properly executed proxy

cards will be voted in accordance with the instructions indicated on those proxy cards. If you sign and return a proxy card without giving voting instructions, your shares will be voted as recommended by our board of directors. Our board of directors unanimously recommends that Pulitzer’s stockholders vote “FOR” adoption of the merger agreement.

      We do not expect that any matter other than the proposal to adopt the merger agreement will be brought before the special meeting. If, however, such a matter is properly presented at the special meeting, the persons named in the proxy card will use their own judgment to determine how to vote your shares.

      You may revoke your proxy at any time before the vote is taken at the special meeting. To revoke your proxy, you must either advise our Secretary in writing, deliver a new proxy in writing, by telephone or over the Internet, dated after the date of the proxy you wish to revoke, or attend the special meeting and vote your shares in person. Attendance at the special meeting will not by itself constitute revocation of a proxy. If your shares are held in “street name” by your broker, you should instruct your broker on how to vote your shares using the instructions provided by your broker.

      We will pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, directors, officers and employees of Pulitzer may solicit proxies personally and by telephone, e-mail or otherwise. None of these persons will receive additional or special compensation for soliciting proxies. We will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

      The discussion of the merger in this proxy statement is qualified by reference to the merger agreement, which is attached to this proxy statement as Annex A. You should read the merger agreement carefully.

      Beginning in the latter part of 2000, our board of directors and members of our senior management reviewed the long-term decisions facing us, including alternative business plan strategies. They were assisted by a consulting firm with experience in newspaper publishing and the media industry generally. The review included an examination of the perceived business opportunities and risks facing us at that time. At the completion of its review in August of 2001, our board of directors reached two principal conclusions. First, the board had confidence in continuing our current course of concentrating on St. Louis, growing the Pulitzer Newspapers, Inc. group of daily newspapers and focusing on the future at the Tucson newspaper agency. Second, the board emphasized the need to recognize and closely monitor the risks ahead, such as the potential migration of classified advertising to the Internet and the scale of our operations in comparison to other companies with interests in the newspaper publishing business, including the impact on future acquisitions by Pulitzer. Thereafter, pursuant to the board’s instructions, our senior management implemented a practice of periodically monitoring those risks, as well as new opportunities.

      In keeping with that practice, beginning in late 2003 and continuing into the spring of 2004, Robert C. Woodworth, our president and chief executive officer, and Terrance C. Z. Egger, our senior vice president with responsibility for all our St. Louis operations, independently assessed the opportunities and risks facing us at that time. Mr. Woodworth and Mr. Egger shared their preliminary assessments with each other and learned they generally held the same views about our existing opportunities and risks. While both continued to believe in the strength of Pulitzer, our products and our markets, they also identified our limited scale as an increasingly significant risk factor.

      In the spring of 2004, Mr. Woodworth and Mr. Egger shared their preliminary assessment of the opportunities and risks facing our company with William Bush and James M. Snowden, Jr., each a member of our board of directors. Mr. Bush is a member of Fulbright & Jaworski L.L.P., our general counsel. Mr. Snowden is an Executive Vice President of Huntleigh Securities Corporation, a corporation which provides us with financial advisory services.

      Following their initial discussions, Messrs. Woodworth, Egger, Bush and Snowden shared Mr. Woodworth and Mr. Egger’s preliminary assessments of our business opportunities and risks with our principal stockholders: Michael E. Pulitzer, chairman of our board of directors, Emily Rauh Pulitzer, a member of our board of directors, and David E. Moore, a director-emeritus, as well as Richard W. Moore, a director and the son of David E. Moore. Collectively, Mr. Pulitzer, Mrs. Pulitzer and Mr. David Moore are the beneficial owners, as of February 25, 2005, of an aggregate of 194,473 shares of our common stock and 10,598,412 shares of our Class B common stock, representing approximately 84.9% of the combined voting power of our then-outstanding common stock and Class B common stock and approximately 49.4% of our equity. Throughout this proxy statement, we refer to Mr. Pulitzer, Mrs. Pulitzer and Mr. David Moore as our “principal stockholders.”

      Our principal stockholders agreed that it was timely and appropriate to re-examine the opportunities and risks facing our company. Over a period of time, our principal stockholders had been considering among themselves the role of the Pulitzer family in the future of our company. They recognized their long association with our company and the bonds of their relationships and appreciated that any lessening of the cohesiveness among succeeding family leaders who would not have had the benefit of the same long-term relationships with our company could both affect our company’s ability to capitalize on opportunities and raise additional risks for our company in the future, with a potential adverse effect on our company and on the value of all of its stockholders’ shares alike. As a result, the discussions that followed among Messrs. Woodworth, Egger, Bush and Snowden and our principal stockholders led to a determination by

our principal stockholders that it was appropriate to discuss the strategic issues facing our principal stockholders and our company with other advisors, including Goldman Sachs and Fulbright.

      In July 2004, Messrs. Woodworth, Egger, Snowden and our principal stockholders met several times in St. Louis with Goldman Sachs and Fulbright. During those meetings, they discussed trends and developments in the newspaper industry, opportunities and risks specific to, and the relative performance of, our operations, and factors and issues relating to the value of our company. The principal stockholders decided at the end of July 2004 that it was appropriate to continue the discussion of strategic issues, and informal discussions continued among the group in August 2004.

      On September 8, 2004, the same group met again in St. Louis. At that meeting, Goldman Sachs discussed publicly available financial and other information about various companies with interests in the newspaper publishing business. Goldman Sachs also discussed factors that would affect the valuation of our company. At the conclusion of this meeting, our principal stockholders decided to authorize Goldman Sachs, on behalf of the principal stockholders, to contact key senior executives of selected companies with interests in the newspaper publishing business to ascertain whether there was sufficient interest in the acquisition of our company to warrant further exploration. Our principal stockholders established specific guidelines regarding these contacts, including that: (i) all contacts must be made solely on their behalf and expressly not on behalf of Pulitzer or our board of directors; (ii) all contacts must be on the express basis that the board had not decided to sell the company and that our principal stockholders had not committed to any particular course of action at that time; (iii) all contacts must be made on a highly confidential basis; and (iv) during all contacts, only publicly available information relating to our company could be disclosed.

      On September 8 and September 9, 2004, Messrs. Woodworth, Egger and Snowden met in St. Louis with Goldman Sachs and Fulbright to prepare for the conversations that Goldman Sachs would conduct with senior executives of the selected companies. Goldman Sachs then held discussions with senior representatives of those selected companies between September 13 and September 21, 2004.

      On September 23, 2004, Messrs. Woodworth, Egger, Snowden and our principal stockholders met again with Goldman Sachs at Fulbright’s offices in New York. At that meeting, representatives of Goldman Sachs reported on their discussions with, and the preliminary responses of, the parties they had contacted, including the areas of interest and concern and other specific considerations of each of the companies. These considerations included their willingness to pursue a cash transaction with Pulitzer. Based on their feedback from the initial contacts, Goldman Sachs also discussed contacting, on a highly confidential basis, additional companies with interests in the newspaper publishing business that presented a perceived strategic fit with our company and a clearly demonstrated capacity to acquire all of our capital stock in order to further gauge the extent of possible interest in such a transaction.

      At the conclusion of the meeting, our principal stockholders recommended that a special meeting of our board of directors be called to consider whether our board should authorize the exploration of a range of strategic alternatives to enhance stockholder value, including the possible sale of our company. Promptly after the September 23, 2004 meeting, various members of the group, including representatives of Goldman Sachs and Fulbright, met with each of the other four members of our board of directors (Susan T. Congalton, Ken J. Elkins, Alice B. Hayes and Ronald H. Ridgway) to provide them with background information, as well as an opportunity to ask questions, regarding the matters to be presented at the special meeting.

      On October 4, 2004, all our directors met in a special meeting of the board at the offices of Fulbright in New York, with certain directors participating by telephone. Mr. Egger, Alan G. Silverglat, our senior vice president — finance and chief financial officer, and representatives of Goldman Sachs, Fulbright, Pearl Meyer & Partners, a compensation consulting firm, and Citigate Sard Verbinnen, a financial public relations firm, also attended all or a portion of the meeting. At the outset of the meeting, Mr. Pulitzer provided an overview of the process leading up to the meeting and the conclusion that it would be in our best interests and the interests of all of our stockholders for senior management and Goldman Sachs to discuss the exploration of our possible strategic alternatives, including a possible merger or sale of our

company. He expressed the opinion that this discussion would be consistent with the philosophy that our senior management had communicated over the years to the financial marketplace: on the one hand, we manage our properties with a view to their long-term growth and, on the other hand, we seek to be opportunistic in order to enhance stockholder value. Mr. Pulitzer also expressed the view that it was timely and appropriate to focus on our company’s future at that point in the life of our company — while we were strong and performing well, while we had a cohesive board of directors and principal stockholder group, and while the market for potential buyers of Pulitzer appeared attractive.

      Mr. Woodworth then shared his perspectives on our future and the process that had led to the meeting. While stating that he was excited about our opportunities, he identified two increasingly greater risks to our company: the emergence of the Internet as a viable competitor in certain newspaper revenue categories and our small market capitalization which affected, among other things, our company’s ability to make a suitably significant acquisition on prudent terms. In his view, the combination of these factors posed increasingly clear challenges to management’s efforts to enhance stockholder value. Mr. Egger concurred with Mr. Woodworth’s views, emphasizing that a larger scale would better enable us to mitigate the risks in the current marketplace.

      Representatives of Goldman Sachs then led a discussion of key industry trends and our position within the industry. They also provided an overview of the opportunities and risks within the industry generally and those facing our company specifically. They then reviewed the relative stock price performance of our common stock, our peers and the broader market, and various newspaper publishing company merger and acquisition transactions between 2000 and 2004. They concluded with a review of the feedback they had received in their preliminary discussions with selected companies, and a discussion of other companies, with interests in the newspaper publishing business.

      Throughout their discussions, representatives of senior management and Goldman Sachs responded to questions and comments from directors and participated in the board’s in-depth consideration and evaluation of various issues and strategic alternatives. Among other issues and strategic alternatives, the board considered (i) the opportunities and challenges our company would face if it continued as an independent entity; (ii) the likelihood of our company’s being able to make a suitably significant acquisition on prudent terms; (iii) the appropriateness under existing market conditions of reviewing the company’s strategic alternatives to enhance stockholder value; (iv) the significant tax inefficiencies and other disadvantages of separate dispositions of one or more of our company’s operating groups; and (v) the possible advantages and disadvantages of an all-cash, in comparison with an all-stock or part-stock and part-cash, disposition of our company.

      At the conclusion of its discussion and evaluation, our board of directors unanimously determined to (i) proceed, on a confidential basis, with exploration of possible strategic alternatives to enhance stockholder value, including the possible sale or merger of our company; (ii) expand the number of companies to be contacted to include additional companies with interests in the newspaper publishing business that presented a perceived strategic fit and a clearly demonstrated capacity to acquire all of our capital stock; and (iii) hold another special meeting of the board after Goldman Sachs had received meaningful feedback from the additional companies to be contacted.

      Pearl Meyer of Pearl Meyer & Partners and a member of Fulbright then reviewed the provisions of our executive transition plan that was adopted in September 2001. They reported that they had been working to develop a program including appropriate incentive, retention and other benefit and compensation arrangements for key executives and other employees for consideration by the compensation committee of our board of directors. They explained that the program would be designed to maintain the value of our company by assuring management focus and retention, including severance protection in certain circumstances. Mr. Verbinnen of Citigate Sard Verbinnen then reviewed various financial market and public relations issues relating to the exploration of our strategic alternatives.

      Our board then discussed the formal engagement of various advisors to assist us with our exploration of strategic alternatives, including: (i) Goldman Sachs to serve as a financial advisor; (ii) Huntleigh Securities Corporation to serve as a financial advisor; (iii) Fulbright to provide us with legal

representation; (iv) Pearl Meyer & Partners to advise the compensation committee of our board of directors regarding compensation and employee relations issues; and (v) Citigate Sard Verbinnen to advise us regarding financial market and public relations issues. The board established an engagement committee consisting of Ms. Congalton, Mr. Elkins, Dr. Hayes and Mr. Pulitzer to consider and finalize the terms of the engagement agreements with Goldman Sachs, Huntleigh, Fulbright, Pearl Meyer & Partners, Citigate Sard Verbinnen and other advisors retained to assist us with our exploration of strategic alternatives to enhance stockholder value. Following a question and answer period with the advisors and a discussion by our board (during which the representatives of Goldman Sachs were excused from the meeting), our board of directors unanimously approved the retention of Goldman Sachs and the parameters of its transaction fee and also authorized the retention of other advisors, subject to the execution of mutually acceptable engagement agreements, approval of the engagement agreements by the engagement committee of our board and appropriate action by one or more other committees of our board, including the audit committee and corporate governance committee.

      After the October 4, 2004 special meeting of our board of directors, we began negotiating confidentiality agreements with potentially interested bidders. Between October 14, 2004 and November 15, 2004, we entered into nine confidentiality agreements with potentially interested parties. Lee entered into a confidentiality agreement on October 21, 2004.

      Upon receipt from a party of its executed confidentiality agreement, Goldman Sachs, on our behalf, forwarded confidential information to that party, held discussions with that party and arranged a meeting between that party and members of our management. Goldman Sachs worked with our management to prepare for those meetings, the management presentations to be made at those meetings, and the information booklet furnished to each potential bidder. We held nine management presentation meetings, including a meeting with Lee, between October 22, 2004 and November 18, 2004.

      During the regularly scheduled meeting of our board of directors on October 28, 2004, Goldman Sachs reported on the steps it had taken since the special meeting held on October 4, 2004. Representatives of management and Goldman Sachs discussed the purposes and goals of the management presentation meetings, the proposed next steps in the bidding process and the first of the management presentation meetings on October 22, 2004.

      William Bush, chairperson of the compensation committee of our board of directors, then reported that (i) the compensation committee was considering various issues in connection with its development of a transition program and (ii) Pearl Meyer & Partners had participated in the meetings of the compensation committee and was actively involved in formulating recommendations to the committee. Fulbright reviewed our existing contractual obligations, outlined various transition, severance and incentive bonus concepts being considered, including the number of potential participants, and discussed various issues under our existing benefit plans.

      Mr. Bush responded to questions from the other directors and indicated that the compensation committee, together with representatives of Pearl Meyer & Partners, would present a transition program for consideration by the board at its special meeting scheduled for November 22, 2004.

      Between October 22, 2004 and November 18, 2004, we gave management presentations to, and management and Goldman Sachs pursued discussions with, potentially interested parties. On November 11, 2004, Goldman Sachs sent preliminary bid instruction letters to parties that had indicated an interest in continuing in the process. The letters requested that the recipients, by November 19, 2004, submit a non-binding indication of interest for the purchase of 100% of our outstanding capital stock (both our common stock and Class B common stock) and indicate, among other things, whether they would use cash, stock or some combination of cash and stock to complete the purchase.

      Late in the day on Friday, November 19, 2004, an international news service released an article reporting that we were considering a sale of our company. This release led to immediate media speculation on the future of our company. In response, on Sunday evening, November 21, 2004, we issued a press release confirming that we were currently engaged in the process of exploring a range of strategic

alternatives to enhance stockholder value, including a possible sale of our company. We further confirmed that we had engaged Goldman Sachs as our financial advisor to assist us in this review. In addition, members of our senior management met that day and in the days that followed with management and groups of employees in St. Louis. They also held telephone conferences with publishers and key managers outside St. Louis.

      On November 22, 2004, our board held a special meeting at which Goldman Sachs reviewed the process to date, noting that four parties, including Lee, had submitted preliminary indications of interest. Goldman Sachs then summarized the key terms of the preliminary bids, including that three of the parties had submitted all cash bids and Lee had submitted a part cash and part stock bid. They also reviewed the reasons the other parties had given to Goldman Sachs for not submitting preliminary proposals. Goldman Sachs further reported that after our press release on the preceding evening, a number of other parties had made preliminary inquiries about participating in the bid process. Goldman Sachs concluded with a discussion of various valuation considerations regarding the four preliminary bids, the performance of our stock and several comparable transactions.

      Throughout the review, senior management and Goldman Sachs responded to comments and questions from directors and participated in broad discussions on how the board might respond to various issues. During the discussions, the board unanimously determined that we should proceed with our review of strategic alternatives. The board also determined that three of the four parties that had submitted preliminary indications of interest should be invited to continue in the process. In that connection, the board decided that Goldman Sachs should request Lee to confirm its interest in and feasibility of an all cash transaction and to indicate the per share value which it would be prepared to pay in such a transaction. The board also decided that we should not accept the request of one party to negotiate with it on an exclusive basis because it was still early in the process. The board directed Goldman Sachs to advise the fourth bidder that its preliminary bid was significantly lower than the preliminary bids of others, inquire whether it wished to revise its bid and advise it that its continuation in the process would be dependent upon its materially increasing its bid. While that party was subsequently provided with more information, it did not submit a higher bid. With respect to those parties that made preliminary inquiries following our November 21, 2004 press release, the board authorized us to enter into a confidentiality agreement and pursue further discussions with any party that had both the clearly demonstrated capacity and a serious interest in pursuing an acquisition of our company.

      Pearl Meyer of Pearl Meyer & Partners then discussed employee compensation and benefit issues related to our strategic review process. She first reviewed our obligations under our existing plans, noting the accelerated vesting provisions under our existing stock option and restricted stock agreements and suggesting actions to be implemented in connection with those plans. She then discussed the proposed arrangements with our executive officers and other members of our management, including the objectives and features of those arrangements. Ms. Meyer also discussed the projected costs of the obligations under both our existing plans and the different parts of the proposed transition program. She advised that she was comfortable, based on certain assumptions, including the per share value of our stock in a merger transaction, that the estimated total cost of these obligations was reasonable.

      During her presentation, Ms. Meyer responded to questions from directors and participated in the board’s discussion of both our existing plans and the proposed transition program. At the conclusion of its discussions, the board authorized the compensation committee to develop and finalize the various features of the transition program with the assistance and advice of Pearl Meyer & Partners and Fulbright.

      Following the special meeting of our board of directors on November 22, 2004, representatives of Goldman Sachs informed each of the four parties that had submitted preliminary indications of interest of our board’s decision regarding its bid. Goldman Sachs also responded to the various parties that had inquired about participating in the process, and we entered into a confidentiality agreement and pursued discussions with each party that had both the clearly demonstrated capacity and a serious interest in pursuing an acquisition of our company.

      On December 6, 2004, we opened our electronic data room to permit designated representatives of approved parties to review due diligence materials over the Internet.

      On December 7, 2004, at a special meeting of our board of directors, Mr. Woodworth and a member of Fulbright provided an update on the progress of our strategic review process.

      At a special meeting of our board on December 15, 2004, senior management and representatives of Goldman Sachs reviewed developments in the strategic review process since the board’s special meeting held on November 22, 2004. Goldman Sachs reported that Lee had confirmed its interest in and the feasibility of an all cash transaction and indicated that Lee would be prepared to pay the same price per share in an all cash transaction as in the part cash and part stock transaction it originally proposed. Goldman Sachs explained that, with our permission, another approved party had partnered with one of the parties that, after our press release on November 21, 2004, had contacted Goldman Sachs and entered into a confidentiality agreement. Goldman Sachs then discussed the inquiries they had received following our press release on November 21, 2004 from several parties that were interested in participating in the process. Goldman Sachs reported that they had processed the serious inquiries, discussed them with senior management and certain of our directors and executed on our behalf confidentiality agreements with five parties. Goldman Sachs then provided these parties with confidential information about our company and asked them to submit preliminary expressions of interest by December 13, 2004. We conducted management presentation meetings with two of the five new parties.

      Noting that one new party had elected, with our permission, to partner with an already approved party and two new parties had decided not to submit bids, Goldman Sachs summarized the terms of the preliminary expressions of interest submitted by the remaining two new parties and provided information about them. During the discussion that followed, Goldman Sachs responded to questions from, and shared their views on comments made by, our directors. In that exchange, Goldman Sachs indicated that it had consulted with senior management and certain directors about all inquiries from serious parties with a clearly demonstrated capacity to acquire all our capital stock and no such inquiring party had been initially excluded from the process. At the conclusion of the discussion, the board authorized Goldman Sachs to invite one of the two new parties to participate in the final bidding process and to advise the other new party that its bid was insufficient to continue in the process.

      Mr. Bush, as chairman of the compensation committee of the board, then reported on the committee’s work with Pearl Meyer & Partners, and a representative of Fulbright discussed various aspects of the proposed transition program for executive officers, key managers and other employees. He indicated that the estimated cost of the program would fall within the range of reasonableness discussed by Pearl Meyer & Partners at the special meeting of the board on November 22, 2004. During the question and answer period that followed, Mr. Bush confirmed that the compensation committee had not made any design changes in the transition program or significant changes in the allocation of individual awards from the report presented at the November 22, 2004 meeting of the board. At the conclusion of the board’s discussion, the board, with Mr. Woodworth abstaining, unanimously approved the general framework of the transition and retention bonus features of the transition program and delegated authority to the compensation committee to finalize and formally adopt and implement those features.

      The confirmatory due diligence phase of the strategic review process, which had started with the opening of the electronic data room on December 6, 2004, continued until January 24, 2005, the date final proposals were due. During this period, representatives of certain of the four parties that were invited to participate in the final bidding process, including Lee, visited certain of our properties and discussed various issues with our management and representatives of Goldman Sachs and Fulbright.

      As part of this process, on January 4, 2005, Goldman Sachs furnished each of the four parties with a draft of the proposed merger agreement and a related disclosure memorandum that had been prepared by Fulbright. Goldman Sachs provided those parties with a revised draft of the merger agreement on January 14, 2005 and a revised draft of the disclosure memorandum on January 18, 2005.

      On January 6, 2005, Goldman Sachs sent a final bid instruction letter to each of the final four parties instructing it to submit, no later than 5:00 p.m. on January 24, 2005, a firm and final proposal regarding a business combination with our company, including (i) a statement of its proposed purchase price per share for all of our outstanding capital stock; (ii) a copy of the draft merger agreement specifically marked to reflect its proposed changes; (iii) confirmation of its fully committed financing, including a copy of its commitment letter with any external financing source; and (iv) a statement regarding the nature and timing of any required corporate approvals that had not already been obtained.

      At a special meeting of our board on January 10, 2005, representatives of Goldman Sachs reviewed the status of the process, discussed the projected timetable for the coming weeks and responded to questions and comments of various directors.

      Between January 12 and January 14, 2005, our principal stockholders met, at the request of certain of the four parties, including Lee, with one or more of their senior representatives to discuss their level of interest in our company and their strategic goals for our company after a merger. On January 21, 2005, a national financial newspaper carried an article with purported details about our process and reporting that final bids were due on January 24, 2005. That same day, Goldman Sachs furnished each of the four parties that had received a final bid instruction letter with a draft copy of our consolidated financial statements for the year ended December 26, 2004.

      Two of those four parties (including Lee) submitted final written bids on January 24, 2005. Thereafter, Goldman Sachs and Fulbright evaluated and discussed the two final bids, including the proposed changes to the draft merger agreement, and Goldman Sachs held telephone conversations with representatives of Lee and the other party with regard to their bids.

      On January 26, 2005, a special meeting of our board of directors was held in the offices of Fulbright in New York. This meeting was attended by all the members of our board and representatives of Goldman Sachs and Fulbright. The Goldman Sachs representatives presented a summary of the strategic review process, noting that: (i) nine of the parties initially contacted by Goldman Sachs had formally expressed interest in pursuing the process; (ii) five additional parties subsequently expressed sufficient interest to execute a confidentiality agreement; (iii) seven parties (two of whom were acting together) had submitted preliminary bids; and (iv) two, including Lee, of the final four interested parties had submitted final bids.

      Goldman Sachs then discussed the final bids of Lee and the other bidding party, including the final price per share and potential issues under each final written bid. They reported that Lee had submitted an all cash bid of $62.00 per share, but in subsequent telephone calls with Goldman Sachs had indicated it would increase its bid to $63.00 under certain conditions. Goldman Sachs further reported that in its final bid letter, Lee had also indicated that it was willing to consider an offer with a combination of cash and Lee stock. They further reported that the Lee bid was not subject to a financing condition, Lee had included its bank commitment letter with its bid letter and that Goldman Sachs and Fulbright had reviewed the commitment letter. In addition, they reported that Lee’s final bid had been approved by Lee’s board of directors. Goldman Sachs also noted that Lee’s bid included: (i) a marked-up copy of the draft merger agreement reflecting a number of proposed changes; (ii) a request that our principal stockholders enter into a voting agreement committing to vote their shares in favor of any merger agreement between our company and Lee, subject to appropriate fiduciary out provisions with regard to a superior proposal; and (iii) a request that we provide immediate access to certain key executives in St. Louis to discuss and negotiate employment and non-competition arrangements.

      Goldman Sachs then reported that the other final bidder had also submitted an all cash final bid of $62.00 per share. Goldman Sachs and Fulbright advised that this party’s formal bid contained several significant issues, including: (i) its execution of a merger agreement was contingent on its first entering into an agreement to sell under certain terms its interest in a specified business property and that this agreement must be in effect at the closing date of the Pulitzer merger; (ii) its bid price was contingent upon completion of pending due diligence of certain tax matters relating to our company; (iii) its bid was conditioned upon our principal stockholders’ entering into a voting agreement to vote their shares in our company in favor of the proposed merger and granting it an irrevocable option to purchase their shares at

$62.00 per share; (iv) its board of directors had not approved its bid, and it would need up to two weeks to hold a meeting of its board; (v) it had not submitted a full markup of the draft merger agreement but had submitted a memorandum of proposed principal contract modifications, including a combination of specific language changes and general comments, which raised the possibility of potential additional changes; and (vi) the comments in its memorandum raised the possibility of our having to revise certain provisions in the draft merger agreement that provided protection for a period of time for certain benefits for our current and, in certain instances, retired non-bargaining unit employees. In the course of its presentation, Goldman Sachs also reported that in subsequent telephone discussions with the other final bidder regarding the terms of its bid, that party had indicated it might modify certain of the terms of its bid, including price and its position on certain tax matters relating to our company, but had confirmed its condition relating to prior execution of an agreement relating to the separate sale of its interest in a specified business property.

      Goldman Sachs then reviewed a summary of our five year management plan, our 2004 financial statements and a comparison of management and Wall Street estimates relating to our financial and market price performance in 2004 and 2005. This review was followed by a presentation relating to: (i) various valuation considerations with respect to our company; (ii) the comparative price performance of our common stock over different time periods and the number of shares traded at different prices; and (iii) various financial analyses of the all cash bids of Lee and the other bidding party.

      Fulbright then discussed the specific language changes contained in Lee’s markup of the draft merger agreement and specific language changes and general comments contained in the memorandum of proposed principal contract modifications submitted by the other party. Fulbright commented in detail on the potential contract issues identified by Goldman Sachs in its presentation.

      During the Goldman Sachs and Fulbright reviews, their representatives responded to questions and comments from various directors and participated in the board’s detailed discussions on the appropriate next steps in the process. In the course of those exchanges, Mr. Bush, a director of our company and a member of Fulbright, advised the board of telephone calls he had received from a representative of the United States Department of Justice who had stated the department might be interested in examining a transaction involving the acquisition of our company, and of recent media reports about the department’s investigation into two unrelated proposed newspaper transactions. Goldman Sachs also reviewed its discussions on our behalf with representatives of an employee-led group that had first contacted our directors and Goldman Sachs about a month after our press release on November 21, 2004. In the initial contact, a representative of the group stated the group was interested in creating an employee stock ownership plan to acquire our company. Goldman Sachs directed the group to confirm its interest in writing, to provide information about its plans and to identify its sources of financing. Goldman Sachs reported that it had several subsequent discussions and communications with representatives of the group and had consulted with certain of our directors regarding those discussions and communications. It then became apparent, on the basis of these consultations and the materials provided by the employee group, that the employee group’s proposal contemplated the retention by the holders of more than a majority of our outstanding shares of a significant portion of their equity interest in our company and that the group had not evidenced that it had commitments for sufficient financing to effect an all-cash purchase.

      At the conclusion of the board’s discussions, the board directed senior management, Goldman Sachs and Fulbright to pursue immediate discussions with Lee and its advisors to determine a definitive price per share for an all cash transaction and whether the outstanding issues under the draft merger agreement could be resolved satisfactorily. The principal factors influencing the board’s unanimous decision included: (i) Lee had indicated in telephone conversations with Goldman Sachs that Lee would increase its purchase price to $63.00 per share and possibly higher under certain circumstances, and the other bidder, while generally indicating it might modify certain terms of its bid, including price, had not suggested a specific higher price and had confirmed its condition relating to prior execution of an agreement relating to a separate sale of its interest in a specified business property; (ii) in contrast to the other bidder, Lee’s board of directors had approved its final bid and, thus, its board’s expeditious approval of a definitive merger agreement was likely; (iii) Lee’s execution of a definitive agreement was not subject, as in the case

of the other bidder, to its first reaching an agreement with a third party that would require review by a governmental agency, with the potential for delay in reaching and closing the merger, which condition had not been modified by the other party; and (iv) Lee had submitted a complete markup of the draft merger agreement with proposed language changes that were generally more specific and less extensive than those in the other party’s memorandum of proposed principal contract modifications, which also raised the possibility of potential additional changes.

      During the afternoon of January 26, 2005, senior management, Goldman Sachs and Fulbright held discussions with Lee’s senior management and financial and legal advisors. During those discussions, Lee’s counsel requested, and that evening Fulbright forwarded to Lee and its counsel, a revised draft of the merger agreement in anticipation of a meeting to be held at Fulbright’s New York offices with Lee’s legal counsel.

      During the morning and early afternoon of January 27, 2005, Goldman Sachs and Fulbright resumed discussions by telephone with Lee’s senior management and its financial advisors. Throughout this period, Goldman Sachs continued discussions by telephone with the other party who had submitted a bid and other parties who had received invitations to submit final bids. During the negotiations with Lee, Lee tentatively agreed, following the resolution of certain compensation and benefit issues, to a purchase price of $64.00 per share. Lee’s tentative agreement was subject to satisfactory resolution of certain other outstanding issues and an understanding that we would present its proposal to our board immediately and, if our board approved, cease discussions with other parties (subject to customary exceptions), and seek to negotiate a definitive merger agreement, and submit it for consideration by our board, on an expedited basis.

      Our board of directors reconvened on the afternoon of January 27, 2005. Goldman Sachs and Fulbright reported on the current status of the negotiations with Lee, including the terms of Lee’s tentative agreement to a purchase price of $64.00 per share, the resolution of various issues, the nature of the remaining principal outstanding issues and the projected timetable for reaching a definitive merger agreement. Representatives of senior management and Goldman Sachs responded to questions and comments from various directors and participated in the board’s discussion regarding the appropriate next steps in the process. During those responses, Goldman Sachs confirmed that it had held discussions with representatives of the parties that had not submitted final bids on January 24, 2005 and that those discussions had not led to their submitting formal bids. At the conclusion of the discussions, our board unanimously authorized Goldman Sachs, together with Fulbright and members of senior management, to continue the negotiations with Lee on an exclusive basis (subject to customary exceptions) to reach a final form of merger agreement for consideration by our board on an expedited basis.

      Following the conclusion of the board meeting, the parties, with their financial and legal advisors, resumed negotiations which continued through the afternoon of January 29, 2005, when our board of directors and Lee’s board of directors separately met to consider the terms of the proposed definitive merger agreement.

      At the special meeting of our board on the afternoon of January 29, 2005, Mr. Bush confirmed that the proposed definitive form of merger agreement was substantially in the same form that had been delivered to our directors either the preceding evening or that morning, and discussed the resolution of the remaining outstanding issues. Fulbright then provided an overview of its prior discussions with our board regarding the fiduciary duties of the directors.

      Goldman Sachs then presented various financial analyses with respect to the transaction. During the presentations by Fulbright and Goldman Sachs, their representatives responded to questions and comments from our directors.

      Goldman Sachs then delivered its oral opinion to our board that, as of January 29, 2005, and based upon and subject to the factors and assumptions set forth in its opinion, the $64.00 per share in cash to be received by the holders of the outstanding shares of common stock and Class B common stock, taken in the aggregate, pursuant to the merger agreement is fair from a financial point of view to such holders.

Goldman Sachs subsequently confirmed its oral opinion by delivery of its written opinion, dated January 29, 2005, which sets forth the assumptions made, matters considered and limitations on the review undertaken in connection with the opinion.

      After our board had an opportunity to ask questions, Mr. Pulitzer presented a resolution to enter into the merger agreement. Our board unanimously: (i) determined that the merger agreement and the proposed transactions were advisable and in the best interests of Pulitzer and our stockholders; (ii) determined that the price of $64.00 per share to be paid for all the shares of our capital stock is fair to the holders of those shares; (iii) approved and adopted the merger agreement and the proposed related transactions; and (iv) recommended that Pulitzer’s stockholders vote to adopt and approve the merger agreement and the merger.

      After receiving approval from our board of directors, we entered into the merger agreement with Lee and its wholly-owned subsidiary.

      All of the members of our board attended, in person or by telephone, the formal meetings held on October 4, October 28, November 22, December 7, and December 15, 2004 and January 10, January 26 and 27, and January 29, 2005.

      Throughout the entire strategic review process, including the negotiations with Lee and the approval of the merger agreement, all of our directors were aware of and considered the relationships of James M. Snowden, Jr. and William Bush, two of our directors, with Huntleigh (in the case of Mr. Snowden) and Fulbright (in the case of Mr. Bush) and any potential conflicts of interest that may exist as a result of those relationships. Mr. Bush did not participate in the vote of the board or any board committee to authorize, or approve the terms of, the engagement of Fulbright, and Mr. Snowden did not participate in the vote of the board or any board committee to authorize, or approve the terms of, the engagement of Huntleigh.

      Throughout the entire strategic review process, including the negotiations with Lee and the approval of the merger agreement, all of our directors were also aware of and considered the relationships of Ken J. Elkins, Ronald H. Ridgway, Michael E. Pulitzer and Robert C. Woodworth, four of our directors, with Pulitzer and any potential conflicts of interest that may exist as a result of those relationships. Ken J. Elkins and Ronald H. Ridgway abstained from any determinations by our board or any board committee regarding any retirement or other benefit arrangement in which they now participate as a result of having been employees of our company or our predecessor and which is or might be affected by the provisions of the merger agreement. Michael E. Pulitzer, our chairman of the board, abstained from any determination by our board or any board committee regarding his consulting agreement with Pulitzer and any retirement or other benefit arrangement in which he now participates as a result of having been an employee of our company or our predecessor and which is or might be affected by the provisions of the merger agreement. In addition, Robert C. Woodworth, our president and chief executive officer, abstained from any determinations by our board or any board committee regarding any compensation and benefit arrangements in which he participates or might participate or which were modified or adopted by our board or any board committee in connection with the strategic review process. Our board unanimously approved all other matters that it considered and approved, including the approval and recommendation of the merger agreement and the merger.

      Our board of directors consulted with members of senior management and our financial, legal and other advisors and considered a number of factors, including those set forth below and those discussed above in “— Background of the Merger” beginning on page 13, in reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, and to recommend that Pulitzer’s stockholders vote “FOR” adoption of the merger agreement.

      Our board of directors considered all of the above factors in light of our historical and anticipated business, operations, assets, financial conditions, operating results, cash flow and prospects.

      Our board of directors also considered the interests of our directors and executive officers in the transactions contemplated by the merger agreement, which are described below. See “— Interests of our Directors and Executive Officers in the Merger” beginning on page 24.

      The foregoing discussion of the information and factors considered by our board of directors, while not exhaustive, includes the material factors considered by the board and contains both factors that support the merger and factors that may weigh against it. In view of the variety of factors considered in connection with its evaluations, our board of directors did not find it practicable to, and did not, quantify or otherwise assign relative or specific weight or value to any of these factors, and individual directors may have given different weights to particular factors. In addition, our board of directors did not make any specific determination of whether any particular factor or any aspect of any particular factor was favorable or unfavorable to its ultimate determination, and individual directors may have had different views on the favorability of particular factors.

      Our board of directors, by unanimous vote, has determined that the merger agreement and the merger are advisable and fair to and in the best interests of Pulitzer and Pulitzer’s stockholders, has declared the merger agreement advisable and that the merger consideration to be paid for our common stock and Class B common stock is fair to the holders of such shares, and has approved and adopted the merger agreement and the merger. Our board of directors unanimously recommends that Pulitzer’s stockholders vote “FOR” adoption of the merger agreement.

      When considering the unanimous recommendation by our board of directors in favor of adoption of the merger agreement, you should be aware that our executive officers and certain of our directors have interests in the merger that are different from, or in addition to, yours, including those described below.

      The merger agreement contains provisions relating to compensation and employee benefits to be provided for a certain period of time after the merger to our non-bargaining unit employees generally, including our executive officers, and certain retirees, including some of our directors. These provisions include the preservation of employee salary and bonus opportunities for a certain period of time following the merger, and continuation of the current level of post-retirement medical coverage for a certain period of time following the merger for certain existing and future retirees. See “The Merger Agreement — Employee and Director Benefits” beginning on page 54.

      Under the merger agreement, all vested and non-vested stock options and all vested and non-vested restricted stock units will be converted into the right to receive cash at the effective time of the merger, based upon the $64.00 per share merger consideration. This means that each vested and non-vested stock option outstanding immediately before the merger will be cashed out at the effective time of the merger for an amount equal to the number of shares covered by the option multiplied by the excess of the $64.00 per share merger consideration over the per share option exercise price. Similarly, vested and non-vested restricted stock units will be cashed out at the effective time of the merger at the rate of $64.00 per unit. Shares of restricted stock will be exchanged in the merger for cash at the rate of $64.00 per share, on the same basis as other shares outstanding at the time of the merger. The estimated cashout values of the vested and non-vested equity awards held as of February 25, 2005 by each of our executive officers (in the fiscal year ended December 26, 2004), by our non-employee directors, and by all other employees as a group are set forth in the table below.

      Our executive officers and certain other key employees will be entitled to receive transaction-related and retention incentive compensation in connection with the merger. The transaction-related incentives include transaction participation bonuses and bonuses in lieu of 2004 stock option grants. (Ordinarily, we would grant options in December of each year. However, due to the November 21, 2004 public announcement of our strategic review process, we decided not to make option grants in December 2004.) In general, the transaction-related bonuses will be payable, if at all, upon the closing of the merger, subject to continuing employment until the closing date. The retention bonuses will generally be payable three months after the closing, subject to continuing employment until such date. A bonus will not be payable to a participant who voluntarily terminates employment or whose employment we terminate for “cause” before the date the bonus is earned. The potential amounts of the transaction-related and retention bonuses that may be earned by each of our executive officers and by all other eligible employees as a

group are set forth in the following table. These bonuses are in addition to any rights or entitlements under, and subject to the limitations provided by, our executive transition plan and applicable agreements previously made with executive officers and certain other key employees.

      Our chief executive officer, Robert C. Woodworth, and three of our directors, Michael E. Pulitzer, Ken J. Elkins and Ronald H. Ridgway, are covered by cash value life insurance policies maintained under split dollar life insurance agreements that require us to make annual premium payments. Under the split dollar agreements, we have the right to receive life insurance proceeds equal to the greater of the premiums we paid or the policy cash surrender values. Our interest in each policy is secured by a collateral assignment of the policy. We have deferred making scheduled premium payments under the policies since July 30, 2002, pending clarification of certain technical issues raised by the Sarbanes-Oxley Act of 2002. Under the merger agreement, we will seek to negotiate the termination of the split dollar agreements before the merger closes in exchange for a release of our interest in the policy cash values and an additional payment of up to approximately $1,917,500 in deferred premiums. The policy cash values and deferred premiums are approximately $45,000 and $222,500 for Mr. Woodworth; $1,900,000 and $1,125,000 for Mr. Pulitzer; $600,000 and $340,000 for Mr. Elkins; and $440,000 and $230,000 for Mr. Ridgway. Split dollar life insurance agreements that are not terminated before the merger will continue in effect after the merger.

      Michael E. Pulitzer is party to an employment and consulting agreement dated June 1, 1999, pursuant to which Mr. Pulitzer served as our executive chairman until his retirement on May 31, 2001, and under which Mr. Pulitzer now serves as our non-executive chairman and senior advisor until May 31, 2006. Under his agreement, Mr. Pulitzer receives an annual consulting/advisory fee of $700,000. Under the merger agreement, Mr. Pulitzer’s employment and consulting agreement will terminate on the date of the merger and Mr. Pulitzer will be paid an amount equal to the balance of the remaining payments he would have received through May 31, 2006. For example, if the merger closes on May 31, 2005, Mr. Pulitzer would receive a cash termination payment of $700,000.

      Our supplemental executive benefit pension plan (the “supplemental pension plan”), which has been in existence since 1986, provides a retirement pension to designated management and other key employees. All of our executive officers participate in the supplemental pension plan and three of our directors,

Messrs. Pulitzer, Elkins and Ridgway, currently receive retirement pensions under the supplemental pension plan. The merger agreement provides that, before the merger, we will “freeze” accruals under the supplemental pension plan and convert it into an individual account plan. A bookkeeping account will be set up in the name of each participant and will be credited with (i) an amount representing the present value of the participant’s earned retirement pension benefit under the supplemental pension plan and (ii) periodic interest at a fixed annual rate of 5.75%. The supplemental pension plan, as amended, will be liquidated on or about May 1, 2008 or upon an earlier change in control transaction, at which time each participant will be entitled to receive a lump sum cash payment equal to the balance in his or her account. Retired participants will continue to receive their quarterly supplemental pension plan payments (charged against their plan accounts) until the liquidation of the supplemental pension plan. The total value of the supplemental pension plan benefits earned by active and retired participants as of May 1, 2005 (the date as of which the individual accounts will be established) is estimated to be approximately $17,763,838. This amount is allocated among each of our participating executive officers and directors and other participants as a group, as shown in the following table.

      Our executive officers and other designated key employees participate in our executive transition plan, which was adopted in September 2001. Under the executive transition plan and related agreements, participants receive certain severance protection and other payments and benefits if, in contemplation of or within two years after a change in control (which, for this purpose, includes the merger), the participant’s employment is terminated by us or a successor company without “cause” or by the participant for “good reason.” In general, the severance protection for our executive officers would include:

      The value of the enhanced supplemental pension plan benefit to be provided to a participant under the executive transition plan whose employment is terminated, together with interest at an annual rate of 5.75%, will be credited to the participant’s supplemental pension plan account as of the date of the termination of the participant’s employment. The amount of the potential credits for our executive officers

as of May 1, 2005 is estimated to be approximately $0 for Mr. Contreras, $83,380 for Mr. Egger, $18,914 for Mr. Holt, $39,449 for Mr. Kraner, $0 for Mr. Maloney, $19,600 for Mr. Pallares, $147,551 for Mr. Silverglat and $1,233,236 for Mr. Woodworth. Each of Messrs. Woodworth and Egger is entitled to voluntarily terminate his employment during the thirteenth month following the merger and still receive severance protection. In the event of such voluntary termination, Mr. Woodworth’s severance multiple would be reduced to two (from three) years and Mr. Egger’s severance multiple would be reduced to one year (from two years), and neither of them would be entitled to additional health plan participation and supplemental pension plan enhancements. With the exception of Messrs. Woodworth and Egger, executive transition plan participants’ payments and benefits will be reduced if and to the extent necessary to avoid imposition of an excise tax under Section 4999 of the Internal Revenue Code. Messrs. Woodworth and Egger will be entitled to additional cash payments sufficient to make them whole if they are required to pay excise tax under Section 4999 of the Code in connection with payments and benefits deemed contingent upon the merger. The projected maximum amounts of such additional cash payments for Messrs. Woodworth and Egger are approximately $3.8 million and $0.9 million, respectively, assuming their employment is terminated. In order to avoid duplication, each participant’s entitlement under the executive transition plan will be offset by any corresponding entitlements under the participant’s employment agreement, if any.

      On December 10, 2004, Pulitzer entered into a letter agreement with Mark G. Contreras, a then senior vice president of Pulitzer, relating to certain aspects of the termination of his employment with Pulitzer. The agreement (i) recognized that Mr. Contreras’ employment and all officer and director positions with Pulitzer would terminate on January 3, 2005, (ii) contains restrictions on Mr. Contreras’ use or disclosure of confidential information and on the hiring, prior to October 1, 2005, of any employee of Pulitzer, and (iii) provides for a cash payment to Mr. Contreras of $300,000 payable in two installments: one promptly after January 3, 2005, which payment has been made, and one promptly after October 1, 2005.

      The merger agreement provides for outplacement services for up to ten non-bargaining unit employees of Pulitzer whose employment is terminated in conjunction with the merger. The individuals, if any, who may receive these outplacement services are to be determined by a person selected by a committee consisting of three members of our board (the “designation committee”). Our board has not yet appointed the members of the designation committee. Accordingly, the criteria for designating which non-bargaining unit employees, if any, may receive these outplacement services, including whether any executive officer of Pulitzer might qualify to receive outplacement services, have not yet been determined.

      After completion of the merger, Lee and the surviving corporation will indemnify and hold harmless all of our past and present officers, directors, employees and agents to the fullest extent permitted by Delaware law, including paying in advance expenses incurred in defending any lawsuit or action.

      Lee or the surviving corporation will also maintain, for at least six years after completion of the merger, directors’ and officers’ liability insurance policies comparable to those maintained by us on January 29, 2005, although the surviving corporation will not be required to spend in any year more than 300% of the annual premiums paid during the immediately preceding year. If the annual premiums exceed 300% of the annual premiums paid during the immediately preceding year, the surviving corporation is required to obtain a policy or policies with the greatest coverage available for a cost not exceeding that amount.

      Subsequent to the announcement of the merger agreement, certain of our executive officers have held (or are expected to have) discussions with Lee regarding future employment by Lee or one of its

subsidiaries (including the surviving corporation) following the effective date of the merger. Some members of our existing management may be employed by Lee or its subsidiaries (including the surviving corporation) after the merger is completed, which means that certain members of our existing management may, after the completion of the merger, enter into new arrangements with Lee or its subsidiaries regarding employment with, or the right to purchase and participate in the equity of, Lee.

      William Bush, a director of Pulitzer, is a partner in Fulbright & Jaworski L.L.P., the law firm that Pulitzer has engaged in connection with the merger. This law firm’s fees in connection with the merger are expected to total up to approximately $3.0 million, which includes a success bonus equal to 25% of its fees for time spent by its personnel in the representation of Pulitzer relating to the merger, subject to the completion of the merger.

      James M. Snowden, Jr., a director of Pulitzer, is an executive officer of Huntleigh Securities Corporation, a financial advisory services firm that Pulitzer has engaged in connection with the merger. This financial advisory services firm’s fees in connection with the merger are expected to total approximately $0.5 million, subject to the completion of the merger.

      Goldman Sachs delivered an oral opinion to Pulitzer’s board of directors, subsequently confirmed in writing, to the effect that, as of January 29, 2005, and based upon and subject to the factors and assumptions set forth in the opinion, the $64.00 per share in cash to be received by the holders of the outstanding shares of Pulitzer common stock and Pulitzer Class B common stock, taken in the aggregate, pursuant to the merger agreement is fair from a financial point of view to those holders. Goldman Sachs’ opinion speaks only as of January 29, 2005, and does not, and is not intended to, address the fairness of the consideration to be received by Pulitzer stockholders in the merger as of any other date.

      The full text of the written opinion of Goldman Sachs, dated January 29, 2005, which sets forth the assumptions made, procedures followed, matters considered, and limitations on the review undertaken in connection with the opinion, is attached to this proxy statement as Annex B. Goldman Sachs provided its opinion for the information and assistance of Pulitzer’s board of directors in connection with its consideration of the merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of Pulitzer common stock or Pulitzer Class B common stock should vote with respect to the merger. The opinion should be read in its entirety.

      In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

      Goldman Sachs also held discussions with members of the senior management of Pulitzer regarding their assessment of the strategic rationale for, and the potential benefits of, the merger, and the past and current business operations, financial condition and future prospects of Pulitzer.

      In addition, Goldman Sachs:

      Goldman Sachs relied upon the accuracy and completeness of all of the financial, accounting, legal, tax and other information discussed with or reviewed by it and assumed such accuracy and completeness for purposes of rendering its opinion. In that regard, Goldman Sachs assumed, with the consent of Pulitzer’s board of directors, that the internal financial forecasts prepared by the management of Pulitzer were reasonably prepared on a basis reflecting the best currently available estimates and judgments of Pulitzer. In addition, Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of Pulitzer or any of its subsidiaries, and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs’ opinion does not address the underlying business decision of Pulitzer to engage in the merger.

      The following is a summary of the material financial analyses presented by Goldman Sachs to Pulitzer’s board of directors in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs. The order of analyses described does not represent the relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 27, 2005, and is not necessarily indicative of current market conditions.

      Goldman Sachs calculated the implied premiums represented by the $64.00 per share purchase price to be received by the holders of Pulitzer common stock and Pulitzer Class B common stock pursuant to the merger agreement based on the following closing prices for Pulitzer common stock on, or for the specified period ended, January 27, 2005, the latest practicable trading day before Goldman Sachs made its presentation of its financial analyses to Pulitzer’s board of directors:

      The results of Goldman Sachs’ calculations are reflected below:

      Goldman Sachs also calculated the implied premiums represented by the $64.00 per share purchase price to be received by the holders of Pulitzer common stock and Pulitzer Class B common stock pursuant to the merger agreement based on the following closing prices for Pulitzer common stock for the specified periods ended November 19, 2004, the last trading day before Pulitzer first publicly announced that it was engaged in the process of exploring a range of strategic alternatives, including a possible sale of Pulitzer:

      The results of Goldman Sachs’ calculations are reflected below:

      Goldman Sachs reviewed the average of the closing prices of

The companies composing each of the Large Cap Newspaper Publishers Index and the Mid Cap Newspaper Publishers Index are identified below in the section entitled “Comparison of Selected Newspaper Publishers.” During the last twelve months prior to November 19, 2004, the closing prices of the common stock of Pulitzer and the S&P 500 Index increased by 5.0% and 12.3%, respectively, while the Large Cap Newspaper Publishers Index decreased by 1.2% and the Mid Cap Newspaper Publishers Index decreased by 2.3%.

      Goldman Sachs compared selected publicly available financial information, ratios and multiples for Pulitzer and the following selected publicly traded newspaper publishers, certain of which companies were designated “Large Cap” publishers due to their large equity market capitalizations relative to the publicly traded companies in the newspaper publishing industry, and others of which were designated “Mid Cap” publishers because their equity market capitalizations are approximately mid-range in size among publicly traded newspaper publishers:

      Although none of the selected companies is directly comparable to Pulitzer, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to Pulitzer.

      Goldman Sachs calculated and compared various public market multiples and ratios of the selected companies based on information it obtained from SEC filings and median estimates provided by the Institutional Brokerage Estimate System, or IBES (a data service that compiles estimates issued by securities analysts). The multiples and ratios of the selected companies that were computed using estimates of 2005 and 2006 financial performance, including projected revenues, earnings before interest, taxes, depreciation and amortization (commonly known as EBITDA), earnings before interest and taxes (commonly known as EBIT), net income and earnings per share, were based on IBES estimates of such metrics. The multiples and ratios of Pulitzer that were computed using estimates of 2005 and 2006 financial performance, including projected revenues, EBITDA, EBIT, net income and earnings per share, were based on management-provided information, which in the case of EBITDA and EBIT was adjusted to exclude certain non-recurring items and certain recurring items, including net gain on marketable

securities, net loss on investments, net other income and minority interest in net earnings of subsidiaries. The multiples and ratios of Pulitzer and of the selected companies were calculated using public trading market closing prices on January 27, 2005, and, in the case of Pulitzer, using the $64.00 per share to be received by holders of Pulitzer common stock and Pulitzer Class B common stock. With respect to Pulitzer and the selected companies, Goldman Sachs calculated:

      Historical financial results utilized by Goldman Sachs for purposes of this analysis were based upon information contained in the applicable company’s latest publicly available financial statements prior to January 27, 2005. The last twelve months period for this analysis refers to the latest twelve-month period from the most recent publicly available information for Pulitzer and the selected companies as of January 27, 2005. Pulitzer’s last twelve months EBITDA and EBIT margins include proportional revenues and operating income from Pulitzer’s Tucson operations, which operations are 50% owned by each of Pulitzer and Gannett and jointly operated pursuant to an agency agreement. Pulitzer, however, accounts for Tucson under the equity method for financial reporting purposes. Pulitzer’s last twelve months EBITDA and EBIT are based on management-provided information, adjusted to exclude certain non-recurring items and certain recurring items, including net gain on marketable securities, net loss on investments, net other income and minority interest in net earnings of subsidiaries. As so adjusted, Pulitzer’s last twelve months EBITDA and EBIT equal Base 2004 EBITDA and EBIT as set forth in the Projected Summary Consolidated Income Statement table below under “— Financial Projections” beginning on page 37.

      Estimates of future results used by Goldman Sachs in this analysis, for the selected companies, were based on median estimates provided by IBES and calendarized to year-end December 31, and for Pulitzer, were based on median estimates provided by IBES calendarized to year-end December 31 and estimates by Pulitzer management.

      The results of these analyses are summarized in the following tables:

      Goldman Sachs reviewed available information for the following announced merger or acquisition transactions in the U.S. involving companies in the newspaper publishing industry. These transactions (listed by acquirer/target and month and year announced) included:

      Goldman Sachs calculated and compared the levered value, reflecting each of the selected companies’ newspaper and broadcast assets, as a multiple of the target’s publicly reported last twelve months revenues and last twelve months EBITDA prior to announcement of the applicable transaction. For purposes of this analysis, the levered value of each target was calculated by multiplying the announced per-share transaction price by the number of that company’s fully diluted outstanding shares as disclosed in the company’s most recent filings prior to the applicable transaction and adding to that result the book value of the company’s net debt and the book value of the company’s minority interest as disclosed in the company’s most recent filings prior to the announcement of the applicable transaction. The following table shows the mean, median, high and low last twelve months revenues and EBITDA multiples resulting from this calculation:

      Goldman Sachs performed a discounted cash flow analysis with respect to the Pulitzer common stock. All cash flows were discounted back to December 31, 2004. Forecasted financial information used in this analysis was based on projections provided by the management of Pulitzer. Goldman Sachs used a discount rate ranging from 8% to 10%, reflecting estimates of the weighted average cost of capital of Pulitzer, forecasts of Pulitzer’s EBITDA through December 31, 2008, provided by Pulitzer’s management, and illustrative terminal values based on normalized terminal cash flows in conducting its analysis. The analysis was based on growth perpetuity rates ranging from 1.0% to 3.0%. This analysis resulted in implied enterprise value indications for Pulitzer ranging from approximately $1.05 billion to $1.80 billion and implied present value indications ranging from $46.08 to $79.30 per share of Pulitzer common stock. Using the same forecast, discount rates and growth rates, Goldman Sachs also calculated implied terminal EBITDA multiples ranging from 6.7x to 12.4x and implied terminal value indications expressed as a percentage of enterprise values ranging from 71.9% to 83.1%.

      Goldman Sachs performed an analysis of the implied equity returns that could theoretically be realized if Pulitzer were (i) acquired as of December 31, 2004, in a leveraged buyout at a price per share of Pulitzer common stock of $58.00, $60.00 or $62.00 and (ii) resold by the acquirer on December 31, 2009, based on exit multiples of Pulitzer management’s estimated EBITDA ranging from 9.0x to 13.0x. In performing this analysis, Goldman Sachs also assumed that equity investors in a leveraged buyout of Pulitzer would incur total transaction costs of approximately $50 million, financing fees between approximately $21 and $24 million, depending upon the aggregate borrowings in connection with the transaction, and existing indebtedness breakage costs of approximately $51 million in connection with an acquisition of Pulitzer and would be required to grant 5% of the equity in the acquired company to its management and employees. Goldman Sachs also assumed aggregate borrowings of 7.5x, 8.0x or 8.5x of Pulitzer management’s estimated EBITDA for the last twelve months prior to December 31, 2004, subject to the adjustments described above. Although Goldman Sachs did not perform an analysis of the range of equity returns that could theoretically be realized if Pulitzer were acquired in a leveraged buyout transaction at $64.00 per share, the equity returns at such a purchase price would be correspondingly lower than the returns set forth in the tables below for other purchase prices. The following tables show the range of equity returns at each theoretical purchase price used in Goldman Sachs’ analysis:

      The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of

all the analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Pulitzer or the merger.

      Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to Pulitzer’s board of directors as to the fairness of the $64.00 per share in cash to be received by the holders of the outstanding shares of Pulitzer common stock and Pulitzer Class B common stock, taken in the aggregate, pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Pulitzer, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast. As described above, Goldman Sachs’ opinion to Pulitzer’s board of directors was one of many factors taken into consideration by Pulitzer’s board of directors in making its determination to adopt the merger agreement. See “The Merger — Reasons For the Merger” beginning on page 22.

      Goldman Sachs and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes. Goldman Sachs has acted as financial advisor to Pulitzer in connection with, and has participated in certain of the negotiations leading to, the proposed merger.

      Goldman Sachs also has provided certain investment banking services to Pulitzer from time to time, including having acted as financial advisor in connection with Pulitzer’s establishment of a partnership with The Herald Company, Inc. in May 2000. In addition, Goldman Sachs has previously entered into interest rate swap transactions with Pulitzer from time to time. Further, Goldman Sachs may provide investment banking services to Pulitzer and Lee in the future. In connection with the above-described investment banking services, Goldman Sachs has received, and may receive, compensation.

      Pulitzer selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement, dated October 6, 2004, Pulitzer engaged Goldman Sachs to act as its financial advisor in connection with the exploration of possible strategic alternatives, including the possible merger or sale of all or a portion of Pulitzer. Pursuant to the terms of this letter agreement, Pulitzer paid Goldman Sachs a fee of $250,000 in cash upon execution of the letter agreement, and Goldman Sachs is entitled to receive a transaction fee of 1.0625% (estimated at approximately $15.3 million as of February 25, 2005) of the aggregate consideration paid to holders of Pulitzer’s equity securities in the transaction (including amounts paid to holders of options, warrants and convertible securities). The entire transaction fee is subject to and payable only upon the completion of the merger. Pulitzer has also agreed to reimburse Goldman Sachs for its reasonable expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs against various liabilities, including certain liabilities under the federal securities laws.

      In connection with their due diligence regarding the proposed merger, we provided Lee and certain other parties with non-public business and financial information, including our internal projections of our future operating performance, based on a number of assumptions. In connection with the discussions concerning the merger, Pulitzer also furnished this information to Goldman Sachs together with certain other financial forecasts prepared by Pulitzer’s management that Goldman Sachs used in connection with its financial analyses described above under “— Opinion of our Financial Advisor” beginning on page 29. This information, including our internal projections of future operating performance, was not developed for

public disclosure. The projections were prepared only to reflect management’s view, as of the date of the projections, of certain financial information, including our results of operations, through December 31, 2008. None of Pulitzer, our board of directors or Goldman Sachs assumes any responsibility for the reasonableness, completeness, accuracy or reliability of the projections.

      We have included a summary of those projections in this proxy statement because we made those projections available to Lee and certain other parties in connection with their due diligence investigation of Pulitzer, and to Goldman Sachs in connection with its role as financial advisor to Pulitzer and its opinion described in “— Opinion of our Financial Advisor” beginning on page 29.

      The inclusion of a summary of the projections should not be interpreted as suggesting that Lee relied on the projections in evaluating the merger. Although the summary is presented with numerical specificity, the projections were not prepared in the ordinary course and are based upon a variety of estimates and hypothetical assumptions made by our management that our management believed were reasonable for the purposes at the time the projections were prepared. The projections involve risks and are based upon a variety of assumptions relating to our business, industry performance, general business, economic, market and financial conditions and other matters and are subject to significant uncertainties and contingencies, many of which are difficult to predict and beyond the control of Pulitzer’s management, which may cause the projections or the underlying assumptions to be inaccurate.

      The summary of the projections included below contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those shown below and should be read with caution. Projections of this nature are inherently imprecise, and actual results may be materially greater or less than those contained in the projections. Accordingly, Pulitzer cannot offer any assurance that the assumptions made in preparing the projections will prove accurate. The projections are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and developments occurring since the date the projections were prepared. For these reasons, as well as the bases and assumptions on which the projections were compiled, the inclusion of a summary of the projections in this proxy statement should not be relied upon as an indication that the projections will be an accurate prediction of future results, and you are cautioned not to place undue reliance on the prospective financial information.

      The projections were not prepared with a view to public disclosure or compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants regarding projections and forecasts. The projections were not intended to be a forecast of financial results and are not guarantees of performance. The projections do not purport to present operations in accordance with accounting principles generally accepted in the United States, and our independent registered public accounting firm has not examined or compiled the projections. Accordingly, our independent registered public accounting firm does not express an opinion or any other form of assurance with respect to the projections or the summary below.

      No one has made, or makes, any representation regarding the information contained in the projections and, except as may be required by applicable securities laws, we do not intend to update or otherwise revise the projections to reflect circumstances existing after the date when they were made or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the projections are shown to be in error. See “Cautionary Statement Concerning Forward-Looking Information” beginning on page 10.

      Due to the volatility of the industry and since the prospective financial information provided in this proxy statement is in summary format, you are cautioned not to place undue reliance on this information in making a decision whether to vote in favor of or against adoption of the merger agreement.

      The projections should be read together with our financial statements that can be obtained from the SEC, as described in “Where You Can Find More Information” beginning on page 68.

A = Actual

E = Estimated

      In order for Lee to acquire Pulitzer in exchange for a cash purchase price of $64.00 per share, Lee will pay Pulitzer stockholders approximately $1.45 billion in the aggregate. Lee has informed us that the total amount of funds required to complete the merger and related transactions, including repayment of Lee’s existing senior credit facility and senior notes and payment of related fees and expenses, will be approximately $1.65 billion. Lee may elect not to repay the senior notes as long as certain conditions are met.

      Lee expects this amount to be provided through a combination of unrestricted cash on hand of both Lee and Pulitzer and the proceeds of a $1.55 billion fully committed bank loan, which is described below under “— Senior Secured Financing.”

      Lee entered into a senior secured financing commitment letter, dated January 29, 2005 (the “commitment letter”), with Deutsche Bank Trust Company Americas (“Deutsche Bank Americas”), Deutsche Bank Securities Inc. (“Deutsche Bank Securities”), SunTrust Bank (“SunTrust”) and SunTrust Capital Markets, Inc. (“SunTrust Capital,” and, together with Deutsche Bank Americas and Deutsche Bank Securities, referred to collectively as “lending agents”). Pursuant to the terms of the commitment letter, Deutsche Bank Americas and SunTrust each agrees to commit, on a several basis, 50% of the principal amount of the senior secured financing. Their commitments to the senior secured financing, when combined with cash on hand, are in amounts sufficient to complete the merger and related transactions,

repay Lee’s existing senior credit facility and senior notes, if such notes are, in fact, repaid, and pay related fees and expenses. These commitments are subject to conditions, including the conditions set forth below under “— Commitment Letter Conditions.” Deutsche Bank Americas is sometimes referred to as the “administrative agent.”

      The commitment letter was filed as an exhibit to Lee’s current report on Form 8-K, filed with the SEC on February 3, 2005, and you are encouraged to read the commitment letter for a complete description of Deutsche Bank Americas’ and SunTrust’s several commitments to provide financing for the merger.

      The merger is not conditioned upon Lee’s obtaining the financing described in the commitment letter or any financing.

      Under the commitment letter, Deutsche Bank Americas and SunTrust have committed to provide Lee senior secured financing in an aggregate principal amount of $1.55 billion consisting of:

      The senior secured financing is subject to the satisfaction or waiver of the conditions specified in the commitment letter, including those described below under “— Commitment Letter Conditions.”

      Certain current direct and indirect wholly-owned subsidiaries of Lee (each, a “guarantor”) will provide an unconditional guaranty of all amounts and other obligations owed under the senior secured financing. Amounts owed to lending agents will be secured by a first priority security interest in the stock and other equity interests owned by Lee and each guarantor in their respective subsidiaries. No such guaranty will be required of any direct or indirect subsidiary if, by giving such guaranty, the covenants of Pulitzer’s existing credit facility would be violated, or, with respect to direct and indirect non-U.S. subsidiaries, if the giving of such guaranty would have adverse tax consequences.

      The respective commitments of the lending agents and each member of the syndicate of lenders in connection with the senior secured financing are subject to the negotiation of definitive financing agreements consistent with the terms of the commitment letter, in a form satisfactory to the administrative agent and each member of the syndicate (collectively, the “lenders”). Also, the required guaranties and security agreements are subject to the negotiation of definitive financing agreements consistent with the terms of the commitment letter in a form satisfactory to the lending agents.

      The lending agents’ commitments are subject to the other conditions set forth in the commitment letter, including the conditions that:

subject to seven enumerated exceptions to the occurrence of a material adverse effect set forth in the commitment letter.

      In addition, the lending agents’ commitments under the commitment letter with respect to the A term facility and B term facility are subject to pre-conditions that are usual and customary for these types of facilities, and such additional pre-conditions as the lending agents shall deem appropriate in the context of the proposed transaction, including the following conditions:

      In addition, the lending agents’ commitments under the commitment letter with respect to the A term facility and B term facility and revolving credit facility are subject to pre-conditions that are usual and

customary for these types of facilities, and such additional pre-conditions as the lending agents shall deem appropriate in the context of the proposed transaction, including the following conditions:

      The following discussion of the material U.S. federal income tax consequences of the merger to holders of shares of our common stock or Class B common stock:

      All stockholders are urged to consult their own tax advisors regarding the U.S. federal income tax consequences, as well as the foreign, state and local tax consequences, of the disposition of shares of our common stock or Class B common stock in the merger.

      For U.S. federal income tax purposes, the merger will be treated as a taxable sale or exchange by each Pulitzer stockholder of his, her or its shares of our common stock or Class B common stock for cash. Accordingly, the U.S. federal income tax consequences to each Pulitzer stockholder receiving cash in the merger will generally be as follows:

      Cash payments pursuant to the merger will be reported to each Pulitzer stockholder and the Internal Revenue Service to the extent required by the Internal Revenue Code and applicable regulations. These amounts ordinarily will not be subject to withholding of U.S. federal income tax, although backup withholding of tax at the applicable rates may apply to a Pulitzer stockholder who fails to supply Pulitzer

or the paying agent selected by Lee with his, her or its taxpayer identification number or has received notice from the Internal Revenue Service of a failure to report all interest and dividends required to be shown on such stockholder’s federal income tax returns, or in certain other cases. Accordingly, each Pulitzer stockholder will be asked to provide a correct taxpayer identification number on a Substitute Form W-9 which is to be included in the letter of transmittal that the paying agent will send to such stockholder. Certain Pulitzer stockholders will be asked to provide additional tax information in the letter of transmittal.

      The foregoing discussion of certain material U.S. federal income tax consequences is included for general informational purposes only and is not intended to be, and should not be construed as, legal or tax advice to any holder of shares of our common stock or Class B common stock. Pulitzer urges you to consult your own tax advisor to determine the particular tax consequences to you (including the application and effect of any state, local or foreign income and other tax laws) of the receipt of cash in exchange for your shares pursuant to the merger.

      Under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and the rules promulgated thereunder (which we refer to in this proxy statement as the “HSR Act”), Lee, purchaser and Pulitzer could not complete the merger until they had notified and furnished information to the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, and the waiting period under the HSR Act expired or terminated. Lee and Pulitzer filed notification and report forms under the HSR Act with the Federal Trade Commission and the Antitrust Division on February 11, 2005. On February 22, 2005, Lee and Pulitzer received from the Federal Trade Commission notification of early termination of the waiting period under the HSR Act.

      Two purported stockholder class action lawsuits have been filed in the Delaware Court of Chancery naming Pulitzer and each of our directors as defendants. The lawsuits are purportedly brought on behalf of all Pulitzer stockholders other than the defendants. The complaints allege, among other things, that the defendants have breached their fiduciary duties to the stockholders of Pulitzer by entering into the merger agreement and that the consideration offered in the merger is unfair and does not maximize stockholder value. The lawsuits have been consolidated under the caption In re Pulitzer Shareholder Litigation, C.A. No. 1063-N. Plaintiffs in the consolidated action seek an injunction against the proposed merger, as well as monetary damages. Pulitzer believes the allegations made in the consolidated action are without merit.

      The following is a summary of the material terms of the merger agreement. This summary is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A and incorporated by reference in this section of the proxy statement. We urge you to read carefully the full text of the merger agreement. The merger agreement has been included to provide you with information regarding its terms. The merger agreement is not intended to provide any other factual information about us. Such information can be found elsewhere in this proxy statement and in the other public filings we make with the SEC. See “Where You Can Find More Information” beginning on page 68.

      The merger agreement provides that, after its adoption by our stockholders and the satisfaction or waiver of the other conditions to the merger, purchaser will be merged with and into Pulitzer, and that Pulitzer will be the surviving corporation following the merger. As a result of the merger, Pulitzer will become an indirect wholly-owned subsidiary of Lee. The merger will occur no later than the second business day after the satisfaction or waiver of the conditions to the merger, upon the filing of a certificate of merger with the office of the Secretary of State of the State of Delaware, or at such later time as we, Lee and purchaser may agree and specify in the certificate of merger. The time when the merger becomes effective is referred to as the “effective time.”

      The directors and officers of purchaser at the effective time will be the directors and officers of the surviving corporation, until successors are duly elected or appointed and qualified in accordance with applicable law.

      At the effective time of the merger, each issued and outstanding share of our common stock and Class B common stock will be converted into the right to receive $64.00 in cash, without interest, except for shares held by us or our subsidiaries as treasury shares, shares owned by Lee or any of its subsidiaries or shares held by stockholders properly exercising appraisal rights. As a result, after the merger is completed, our stockholders will have only the right to receive this consideration, and will no longer have any rights as our stockholders, including voting or other rights. Shares held by us as treasury stock or held by Lee or its subsidiaries will be cancelled at the effective time of the merger and will not receive the $64.00 per share merger consideration.

      Shares for which a stockholder has properly exercised appraisal rights will not be converted into the right to receive the merger consideration, but will instead entitle their holders to receive such consideration as shall be determined pursuant to the Delaware General Corporation Law. However, if, after the effective time, any such holder fails to perfect or withdraws or loses the right to appraisal, such shares will be treated as if they had been converted as of the effective time into the right to receive the merger consideration, without interest.

      Lee has appointed Wells Fargo Bank, N.A. as paying agent, for the purpose of exchanging certificates representing shares of our common stock and Class B common stock for the merger consideration. At the effective time, Lee or purchaser will deposit with the paying agent cash sufficient to pay the merger consideration for each share of our common stock and Class B common stock outstanding. As soon as practicable after the effective time, Lee will cause the paying agent to send each holder of shares of our common stock and Class B common stock a letter of transmittal and instructions on how to exchange stock certificates for payment of the merger consideration.

      If any portion of the merger consideration is to be paid to a person other than the person in whose name a stock certificate is registered, it will be a condition of payment that the certificate be in proper form for transfer and that the person requesting payment pay any required transfer taxes or establish that

transfer taxes are not payable. The paying agent will pay the merger consideration for any certificate that has been lost, stolen or destroyed if the holder makes an affidavit regarding the loss, theft or destruction and, if required by the surviving corporation, posts an indemnity bond in a reasonable amount.

      Beginning one year after the effective time, Lee can cause the paying agent to return to Lee any portion of the merger consideration that remains unclaimed by the holders of shares of common stock or Class B common stock. Thereafter, any holder can look only to the surviving corporation for payment of the merger consideration, without interest. The paying agent, Lee and the surviving corporation will not be liable for any portion of the merger consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws.

      Under the merger agreement, all vested and non-vested stock options and all vested and non-vested restricted stock units will be converted into the right to receive cash at the effective time of the merger, based upon the $64.00 per share merger consideration. This means that each vested and non-vested stock option outstanding immediately before the merger will be cashed out at the effective time of the merger for an amount equal to the number of shares covered by the option multiplied by the excess of the $64.00 per share merger consideration over the per share option exercise price. Similarly, vested and non-vested restricted stock units will be cashed out at the effective time of the merger at the rate of $64.00 per unit. Shares of restricted stock will be exchanged in the merger for cash at the rate of $64.00 per share, on the same basis as other shares outstanding at the effective time of the merger.

      The merger agreement contains representations and warranties which we made to Lee, are for the benefit of Lee only, and may not be relied upon by any other person. The assertions embodied in our representations and warranties are qualified by information in a confidential disclosure memorandum that we provided to Lee in connection with signing the merger agreement. While we do not believe that our disclosure memorandum contains information the securities laws require us to publicly disclose other than information that has already been so disclosed, the disclosure memorandum contains information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the merger agreement. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts, since the representations and warranties are subject in important part to our underlying disclosure memorandum. Our disclosure memorandum contains information that has been included in our general prior public disclosures, as well as additional non-public information. Information concerning the subject matter of our representations and warranties may have changed since the date of the merger agreement, and subsequent information may or may not be fully reflected in our public disclosures.

      All of our representations and warranties will expire at the effective time of the merger. These representations and warranties relate to, among other things:

      The merger agreement also contains representations and warranties by Lee and purchaser relating to, among other things:

      Under the merger agreement, we have agreed that between January 29, 2005 and the completion of the merger we and our subsidiaries will conduct our business in the ordinary course consistent with past practice and use our commercially reasonable efforts to preserve intact our business organizations and relationships with third parties. We have also agreed that, during the same time period, and subject to certain exceptions, including Lee’s consent, we and our subsidiaries will not:

      We have agreed to call and hold the special meeting described in this proxy statement as soon as reasonably practicable. We and Lee have agreed that the information supplied by each of us for inclusion or incorporation by reference in this proxy statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary in order to make the statements in this proxy statement, in light of the circumstances under which they are made, not misleading.

      We have agreed that from January 29, 2005 to the effective time of the merger we will:

      Any investigation of us must be conducted upon two business days’ prior written notice, during regular business hours and in such a manner so as not to interfere unreasonably with our conduct of business.

      We have also agreed to deliver to Lee: