Document/Exhibit Description Pages Size
1: 8-K Current Report, Dated April 27, 2005 5 18K
2: EX-99.1 Miscellaneous Exhibit 24 69K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 27, 2005
PULITZER INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-14541 43-1819711
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
900 NORTH TUCKER BOULEVARD, ST. LOUIS, MISSOURI 63101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 340-8000
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS
In Item 1. "Business" of its Annual Report on Form 10-K, for the fiscal
year ended December 26, 2004, Pulitzer Inc. (the "Company") discussed certain
shareholder litigation pending in The Court of Chancery of the State of Delaware
in New Castle County captioned In Re Pulitzer Inc. Shareholder Litigation, Civil
Action No. 1063-N (the "Consolidated Action"). On April 27, 2005, plaintiffs in
the Consolidated Action filed a consolidated and amended class action complaint
(the "Amended Complaint"). The Amended Complaint asserts, among other things,
that:
o The defendants have breached their fiduciary and other common
law duties in connection with the Agreement and Plan of Merger
(the "Merger Agreement") dated as of January 29, 2005 among
the Company, Lee Enterprises, Incorporated ("Lee") and LP
Acquisition Corp. (the "Purchaser"), which provides for the
Purchaser to be merged with and into the Company, with the
Company as the surviving corporation (the "Merger").
o The defendants have failed to maximize shareholder value by,
among other things, benefiting themselves at the expense of
the Company's public shareholders.
o Defendants have disseminated to the Company's public
shareholders incomplete, inaccurate and/or misleading
information concerning the Merger and matters relevant to an
informed decision on their investment in the Company, in that
the disclosure is materially incomplete or misleading with
respect to, among other things, the following: "(a) the
background of the Merger; (b) the compensation and/or other
benefits that certain officers and directors of [the Company]
will receive in connection with the Merger; (c) the advisors
retained by the Company in connection with the Merger and the
fees paid by [the Company] to those advisors; and (d) the
analyses performed by Goldman Sachs."
Plaintiffs reassert their prayer for a preliminary and permanent
injunction against the Merger, as well as monetary damages.
The Company believes the allegations in the Amended Complaint are
without merit and expects the Merger will close by the end of the second
calendar quarter of 2005.
The foregoing description of the Amended Complaint is qualified in its
entirety by reference to the full text of the Amended Complaint, which is filed
herewith as Exhibit 99.1 and incorporated herein by reference.
NOTE:
This report contains forward-looking statements based on current management
expectations. Numerous factors may cause events to differ materially from those
anticipated in the forward-looking statements including regulatory and other
factors. Many of the factors that will determine those events are beyond our
capability to control or predict. These statements are subject to risks and
uncertainties and therefore actual events may differ materially. Readers should
not place undue reliance on such forward-looking statements which reflect
management's view only as of the date hereof. We undertake no obligation to
revise or update any forward-looking statements, or to make any other
forward-looking statements, whether as a result of new information, future
events or otherwise.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The proposed Lee Merger transaction is being submitted to the
stockholders of Pulitzer Inc. for their consideration, and Pulitzer Inc. has
filed with the SEC a preliminary proxy statement (and will file a definitive
proxy statement) to be used to solicit the stockholders' approval of the
proposed transaction, as well as other relevant documents concerning the
proposed transaction. STOCKHOLDERS OF PULITZER INC. ARE URGED TO READ THE
DEFINITIVE PROXY
STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
A free copy of the definitive proxy statement, as well as other filings
containing information about Pulitzer Inc., may be obtained at the SEC's
Internet site (http://www.sec.gov) when they become available. Copies of the
definitive proxy statement and the SEC filings that will be incorporated by
reference in the definitive proxy statement can also be obtained, when
available, without charge, by directing a request to James V. Maloney,
Secretary, Pulitzer Inc., 900 North Tucker Boulevard, St. Louis, Missouri 63101.
PARTICIPANTS IN THE SOLICITATION
Pulitzer Inc. and its directors and executive officers and other
members of management and employees may be deemed to be participants in the
solicitation of proxies from the stockholders of Pulitzer Inc. in connection
with the proposed transaction. Information regarding the directors and executive
officers of Pulitzer Inc. is available in Pulitzer's annual report on Form 10-K,
which was filed with the SEC on March 17, 2005. Additional information regarding
the interests of such potential participants will be included in the definitive
proxy statement and the other relevant documents filed with the SEC when they
become available.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Consolidated and Amended Class Action Complaint filed on April
27, 2005 in The Court Chancery in the State of Delaware in and
for New Castle County, captioned In re Pulitzer Inc.
Shareholders Litigation, C.A. No. 1063-N.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PULITZER INC.
Date: April 27, 2005 By: /s/ Alan G. Silverglat
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Alan G. Silverglat
Senior Vice President-Finance
EXHIBIT INDEX
99.1 Consolidated and Amended Class Action Complaint filed on
April 27, 2005 in The Court Chancery in the State of
Delaware in and for New Castle County, captioned In
re Pulitzer Inc. Shareholders Litigation, C.A. No.
1063-N.
Dates Referenced Herein and Documents Incorporated by Reference
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