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EXHIBIT 10.3
AGREEMENT
AGREEMENT dated as of May 12, 1986 (the "Agreement") among The
Pulitzer Publishing Company, a Missouri corporation ("PPC"), and each of the
beneficial owners of shares of Class B Common Stock, $.01 par value ("Class B
Stock"), of PPC who is a signatory of this Agreement (the "Shareholders").
W I T N E S S E T H:
WHEREAS, each of the Shareholders is the beneficial owner of the
number of shares of Class B Stock set forth on Schedule I hereto (such shares of
Class B Stock being, collectively, the "Shares");
WHEREAS, the Shares owned beneficially by the Shareholders are
held of record by the trustees under a Voting Trust Agreement dated as of June
1, 1980, as amended (the "Voting Trust Agreement"), and the Shareholders'
beneficial interest in the Shares is represented by certificates (the "Voting
Trust Certificates") issued pursuant to the Voting Trust Agreement;
WHEREAS, the transfer of Voting Trust Certificates is subject to
the terms of an Option Agreement dated as of June 2, 1980, as amended (the
"Option Agreement");
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WHEREAS, certain of the Shareholders and PPC are parties to an
action pending in the United States District Court, Eastern District of
Missouri, Eastern Division (the "Litigation"), which action is entitled ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Pulitzer
▇▇▇▇▇▇▇, T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Plaintiffs (the "Plaintiffs"),
v. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and
The Pulitzer Publishing Company, Defendants (the "Defendants"); and
WHEREAS, the parties desire to settle the Litigation;
NOW, THEREFORE, in consideration of the premises and the mutual
and dependent promises and agreements hereinafter set forth, the parties hereto
agree as follows:
SECTION 1. Settlement of Litigation. PPC and each of the
Shareholders who is a Plaintiff agree that on the Closing Date (as herein
defined) each will take appropriate action to dismiss, with prejudice and
without cost, all claims in the Litigation by PPC or the Plaintiffs, as the case
may be, and to execute releases substantially in the form of Exhibits A and B
hereto, respectively. PPC and each of the Shareholders who is not a Plaintiff
agrees that on the Closing Date each will execute releases substantially in the
form of Exhibits C and D, respectively.
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SECTION 2. Transfer of Interest in Voting Trust Shares.
(a) In the event that on the Closing Date either the Shares or
the Voting Trust Certificates may be transferred to PPC without giving
rise to the rights to purchase the Voting Trust Certificates set forth
in Section 1 of the Option Agreement (the "First Refusal Rights"), PPC
agrees to purchase from each Shareholder, and each Shareholder agrees
to sell to PPC, either the Shares beneficially owned by such
Shareholder or the Voting Trust Certificates representing such Shares
(as specified in a written notice delivered to the Shareholders not
less than 24 hours prior to the Closing (as hereinafter defined)). As
consideration for such purchases, PPC agrees to pay to each Shareholder
on the Closing Date a purchase price of $2.882 per Share (the "Share
Purchase Price").
(b) In the event that on the Closing Date neither the Shares nor
the Voting Trust Certificates can be transferred to PPC without giving
rise to the First Refusal Rights, (i) PPC agrees that on the Closing
Date it will exercise its First Refusal Rights and purchase the Voting
Trust Certificates at a price per Share determined in accordance with
the Option Agreement (the "Option Agreement Price") and that it will
make an
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additional payment to each Shareholder equal to the number of Shares
beneficially owned by such Shareholder multiplied by an amount equal to
the Share Purchase Price less the Option Agreement Price; and (ii) each
Shareholder agrees that on the Closing Date it will sell its Voting
Trust Certificates to PPC as provided above.
(c) Each of the Shareholders hereby waives his First Refusal
Rights, if any, which he may otherwise have under the Option Agreement.
(d) All payments pursuant to this Section 2 shall be made on the
Closing Date by PPC in immediately available United States funds in New
York City.
SECTION 3. The Closing. The closing of this Agreement (the
"Closing") shall take place at the offices of Shearman & Sterling, ▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ June 17, 1986 at 10:00 A.M. (Eastern Daylight
Time) or at the option of PPC, at such later date, not more than 30 days
thereafter, as shall be specified by PPC in a written notice delivered to the
Shareholders not less than 48 hours prior thereto. Each of the parties shall use
its best efforts to cause the Closing to occur at the earliest practicable date.
The date upon which the Closing occurs is herein referred to as the Closing
Date.
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SECTION 4. Representations and Warranties of the Shareholders.
Each of the Shareholders represents and warrants to PPC that:
(a) This Agreement has been duly executed on behalf of such
Shareholder and is the legal, valid and binding obligation of such
Shareholder, enforceable against such Shareholder in accordance with
its terms, subject to applicable bankruptcy, reorganization, insolvency
and other similar laws affecting creditors' rights generally and
subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity
or at law). Such execution and delivery do not, and such performance
will not, (i) conflict with, violate or breach any order, judgment,
injunction or decree of any court, arbitrator, government or
governmental agency or instrumentality against or binding on such
Shareholder or by which any of his assets or properties are bound, (ii)
constitute a violation by such Shareholder of any law, ordinance, rule
or regulation, as such law, ordinance, rule or regulation relates to
the consummation by such Shareholder of the transactions contemplated
hereby or (iii) conflict with, violate, breach or cause a default under
any agreement or instrument to which such Shareholder is a party or by
which his assets or properties are bound.
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(b) Each Shareholder has valid title to all of his Shares, free
and clear of any liens, charges or encumbrances, and such Shares are
not subject to any claims, whether by virtue of rights, options,
contracts, calls, agreements or otherwise, other than the terms of the
Voting Trust Agreement and the Option Agreement. No Shareholder has any
agreement, arrangement or understanding with A. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or any
of his affiliates with regard to his Shares or any rights with respect
thereto.
SECTION 5. Representations and Warranties of PPC.
PPC represents and warrants to each Shareholder that the
execution and delivery of this Agreement by PPC and the performance by PPC of
its obligations hereunder are within the corporate power of, and have been duly
and validly authorized by, all necessary corporate action on the part of PPC for
the valid authorization of such acts. This Agreement has been duly and validly
executed by PPC and is the legal, valid and binding obligation of PPC,
enforceable against PPC in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency and other similar laws affecting
creditors' rights generally and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law). Such execution and delivery do not, and such
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performance will not, (a) conflict with, violate, breach or cause a default
under the Amended and Restated Articles of Incorporation or Bylaws of PPC or any
order, judgment, injunction or decree of any court, arbitrator, government or
governmental agency or instrumentality against or binding on PPC or by which any
of its assets or properties are bound, (b) constitute a violation by PPC of any
law, ordinance, rule or regulation, as such law, ordinance, rule or regulation
relates to the consummation by PPC of the transactions contemplated hereby or
(c) conflict with, violate, breach or cause a default under any agreement or
instrument to which PPC is a party or by which its assets or properties are
bound, except as set forth on Schedule II hereto.
SECTION 6. Conditions Precedent to PPC's Obligations. The
obligations of PPC to purchase Shares pursuant to this Agreement are subject to
the fulfillment, prior to or on the Closing Date, of the following conditions:
(a) The representations and warranties of each of the
Shareholders contained in this Agreement shall then be true in all
material respects and shall not contain any material errors and
misstatements, and each Shareholder shall have performed and complied
in all material respects with all agreements and conditions required by
this Agreement to be performed or complied with prior to the Closing;
and
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(b) Each Shareholder who is a Plaintiff shall have executed and
delivered to PPC (i) such documents evidencing the dismissal of his
claims under the Litigation as PPC and its counsel shall reasonably
request and (ii) a release substantially in the form of Exhibit B
hereto, and each Shareholder who is not a Plaintiff shall have executed
and delivered to PPC a release substantially in the form of Exhibit D
hereto; and
(c) Between the date hereof and the Closing Date, there shall
not have occurred either (i) a general moratorium on commercial banking
activities in New York declared by either Federal or New York State
authorities or (ii) the engagement by the United States in hostilities
which have resulted in the declaration, on or after the date of this
Agreement, of a national emergency or war, if the effect of any such
event specified in clause (ii) in PPC's reasonable judgment precludes
PPC from obtaining the financing required for the purchase of the
Shares contemplated hereby.
SECTION 7. Conditions Precedent to the Shareholders'
Obligations. The obligations of the Shareholders to sell Shares pursuant to this
Agreement are subject to the fulfillment, prior to or on the Closing Date, of
the following conditions:
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(a) The representations and warranties of PPC contained in this
Agreement shall then be true in all material respects (without reference
to the exception set forth in Section 5(c)) and shall not contain any
material errors and misstatements, and PPC shall have performed and
complied in all material respects with all agreements and conditions
required by this Agreement to be performed or complied with prior to the
Closing; and
(b) The Defendants shall have executed and delivered to the
Shareholders (i) such documents evidencing the dismissal of their claims
under the Litigation as the Shareholders and their counsel shall
reasonably request and (ii) releases substantially in the form of
Exhibits A and C hereto.
SECTION 8. Additional Payments.
(a) Certain Definitions. For purposes of this Section 8, the
following terms shall have the meanings set forth below:
"Applicable Percentage" shall mean, with respect to any Gross-Up
Transaction, the percentage set forth below opposite the period during which
either the Gross-Up Transaction is consummated or an agreement is reached
concerning all the material terms of the Gross-Up Transaction, whichever first
occurs;
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TIME PERIOD APPLICABLE PERCENTAGE
----------- ---------------------
Prior to May 12, 1991 100%
May 13, 1991 through
May 12, 1996 66 2/3%
May 13, 1996 through
May 12, 2001 50%
"Common Stock" shall mean the Common Stock, par value $.10 per
share, of PPC and any shares of capital stock of PPC subsequently issued in
respect thereof.
"Fair Market Value" of any consideration shall mean, in the case
of cash, the amount thereof, and, in the case of any other consideration, the
fair market value thereof as agreed to by a Valuation Firm selected by PPC and a
Valuation Firm selected by the Shareholders, or, if such Valuation Firms are
unable to reach an agreement with respect to such fair market value, the fair
market value of such consideration as determined by a third Valuation Firm (the
"Third Valuation Firm") selected by such previously selected Valuation Firms.
Any such agreement or determination shall be final and binding on the parties,
and the fees and expenses of the Third Valuation Firm, if any, shall be shared
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equally by PPC on the one hand and the Shareholders on the other. PPC shall
provide to each such Valuation Firm access to such information as may be
necessary for the determination of the Fair Market Value of any consideration.
"Gross-Up Transaction" shall mean any merger, consolidation,
liquidation or sale, in any transaction or series of related transactions, of
more than 85% of the voting securities or equity of, or all or substantially all
the assets of, or any other business combination (other than a change of PPC's
state of incorporation) involving, PPC pursuant to which holders of the Common
Stock receive cash, securities (other than Common Stock) or other property, and
(any recapitalization, dividend or distribution, or series of related
recapitalizations, dividends, or distributions, in which holders of the Common
Stock receive cash, securities (other than Common Stock) or other property
having a Fair Market Value of not less than 33 1/3% of the Fair Market Value of
the shares of Common Stock outstanding immediately prior to such transaction.)
"Imputed Value" for one share of Common Stock on a given date
shall be an amount equal to $28.82 compounded annually from the date hereof to
such given date at the rate of 15% per annum.
"Issuable Common Shares" shall mean shares of Common Stock
issuable upon conversion of shares of Class B Stock.
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"Transaction Proceeds" shall mean, in the case of a merger,
consolidation, liquidation or sale of at least 85% of the voting securities or
equity or substantially all the assets of or any other business combination
involving PPC, the aggregate Fair Market Value of the consideration received
pursuant thereto by the holder of one share of Common Stock, and in the case of
a recapitalization, dividend or distribution, the aggregate Fair Market Value of
the amounts paid or distributed in respect of one share of Common Stock plus the
aggregate Fair Market Value of one share of the Common Stock following such
transaction.
"Valuation Firm" shall mean a nationally recognized investment
banking firm or other institution experienced in the valuation of securities,
businesses and assets.
(b) Additional Payments. In the event that a Gross-Up Transaction shall
occur at any time during the period from the date hereof through May 12, 2001,
PPC shall pay to each Shareholder an amount equal to (X) the product of (i) the
amount by which the Transaction Proceeds exceeds the Imputed Value (the
"Excess") multiplied by (ii) the Applicable Percentage multiplied by (iii) the
number of Issuable Common Shares set forth opposite the name of such Shareholder
on Schedule I, adjusted in accordance with Section 8(c) hereof; less (Y) the sum
of any amounts previously received by such Shareholder pursuant to this Section
8; provided, however,
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that in the event of a recapitalization, dividend or distribution, the Excess
shall in no event exceed the amount paid or distributed pursuant to such
recapitalization, dividend or distribution in respect of one share of Common
Stock.
(c) The number of Issuable Common Shares set forth opposite the name of
each Shareholder on Schedule I shall be adjusted as follows:
(i) In case PPC shall pay a dividend or other
distribution on the Common Stock in shares of Common Stock, the
number of Issuable Common Shares set forth opposite the name of
each Shareholder on Schedule I shall be adjusted by adding to
such number the number of shares of Common Stock that would have
been distributed in respect of such Issuable Common Shares had
such Issuable Common Shares been outstanding on the record date
for such dividend or distribution. In the event that PPC shall
subdivide the shares of Common Stock into a larger number of
shares or combine the shares of Common Stock into a smaller
number of shares, the number of Issuable Common Shares set forth
opposite the name of
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each Shareholder on Schedule I shall be appropriately adjusted
to take into account such subdivision or combination.
(ii) In the event PPC shall issue rights or warrants
to all holders of the Common Stock or Class B Stock entitling
them to subscribe for or purchase shares of Common Stock or
Class B Stock at a price per share less than the then current
Fair Market Value thereof, the number of Issuable Common Shares
set forth opposite the name of each Shareholder on Schedule I
shall be multiplied by a fraction of which the numerator shall
be the sum of (A) the number of shares of Common Stock
outstanding immediately prior to such issuance plus (B) the
number of shares of Common Stock issuable upon the conversion of
all shares of Class B Stock outstanding immediately prior to
such issuance plus (C) the number of additional shares of Common
Stock offered for subscription or purchase plus (D) the number
of shares of Common Stock issuable upon conversion of the shares
of Class B Common Stock offered for subscription or
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purchase, and the denominator of which shall be the sum of (W)
the number of shares of Common Stock outstanding immediately
prior to such issuance plus (X) the number of shares of Common
Stock issuable upon conversion of all shares of Class B Stock
outstanding immediately prior to such issuance plus (Y) the
number of shares of Common Stock which the aggregate offering
price of the total number of shares of Common Stock issuable
pursuant to such warrants or rights to purchase Common Stock
would purchase at the then current Fair Market Value of the
Common Stock plus (Z) the number of shares of Common Stock
issuable upon conversion of the shares of Class B Stock which
the aggregate offering price of the total number of shares of
Class B Stock issuable pursuant to such warrants or rights to
purchase Class B Stock would purchase at the then current Fair
Market Value of the Class B Common Stock.
(iii) In case PPC shall distribute to all holders of
its Common Stock evidences of indebtedness, securities (other
than
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securities described in subsections (i) or (ii) above) or other
assets (other than cash) other than pursuant to a Gross-Up
Transaction, the number of Issuable Common Shares set forth
opposite the name of each Shareholder on Schedule I shall be
multiplied by a fraction, of which the numerator shall be the
then current Fair Market Value of one share of Common Stock, and
of which the denominator shall be the amount by which such
current Fair Market Value exceeds the then current Fair Market
Value of the evidences of indebtedness, securities or assets so
distributed with respect to one share of Common Stock.
(iv) In addition to the other adjustments provided
herein, in the event that the Common Stock is adjusted in a
manner not contemplated herein, the number of Issuable Common
Shares set forth opposite the name of such Shareholder on
Schedule I shall be appropriately adjusted to reflect such
adjustment in the Common Stock.
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SECTION 9. Agreements of the Shareholders Prior to the Closing
Date. Each Shareholder agrees that during the period from the date hereof
through the Closing Date he will not grant options or rights to any other
person, firm, corporation or entity ("person") to acquire his Shares or any
rights with respect thereto (except, however, the existing right to acquire his
Shares under this Agreement), and he will not grant to any person the right or
proxy to vote his Shares at any meeting or meetings of the shareholders of PPC
(whether regular or special); provided, however, that a Shareholder, if he so
desires, may give a proxy to vote his Shares in favor of the recommendations of
the management of PPC at any such meeting or meetings.
SECTION 10. Indemnification,
(a) The Shareholders shall, severally, indemnify and hold
harmless PPC from and against any and all losses, costs, expenses,
liabilities, judgments, assessments and penalties, and reasonable
attorneys' fees and disbursements relating thereto (collectively,
"Damages") resulting from or arising out of the inaccuracy of any
representation or the breach of any warranty or nonfulfillment of any
covenant or agreement on the part of such Shareholder under this
Agreement, or resulting from any misrepresentation in, or occasioned by,
any certificate or other instrument furnished by such Shareholder under
this Agreement.
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(b) PPC agrees to indemnify and hold harmless the Shareholders
from and against any and all Damages resulting from or arising out of
the inaccuracy of any representation or breach of any warranty or the
nonfulfillment of any covenant or agreement on the part of PPC under
this Agreement, or resulting from any misrepresentation in, or
occasioned by, any certificate or other instrument furnished by PPC
under this Agreement.
SECTION 11. Miscellaneous.
(a) Effectiveness. This Agreement shall become effective upon
the execution hereof by PPC and each of the Shareholders.
(b) Amendments; Waivers. This Agreement may be amended only be
an agreement in writing signed by PPC and by Shareholders holding not
less than a majority of the Shares (the "Required Holders"). Any
conditions to the obligations of PPC hereunder may be waived by a
written instrument executed by PPC, and any conditions to the
obligations of the Shareholders hereunder may be waived by a written
instrument executed by the Required Holders.
(c) Rights of the Parties to Abandon this Transaction. This
Agreement and the transactions contemplated herein may be terminated:
(i) at any time, by a written agreement executed by PPC and
each of the Shareholders; and
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(ii) if the Closing has not occurred on or before December
31, 1986, by PPC by written notice delivered to each
Shareholder, and by the Shareholders by written notice signed by
the Required Holders and delivered to PPC and each of the other
Shareholders; provided, however, this right of termination shall
not be available to the party having breached this Agreement if
such breach shall have resulted in non-occurrence of the
Closing.
(d) Descriptive Headings. Descriptive headings herein are for
convenience only and shall not control or affect the meaning or
construction of any provision of this Agreement.
(e) Counterparts. This Agreement may be executed in any number
of counterparts, and each such executed counterpart shall be and shall
be deemed to be an original instrument, but all of such counterparts
shall be one and the same agreement.
(f) Successors. No Shareholder shall assign any of his rights or
delegate any of his duties hereunder. This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the successors
and assigns of each of the parties hereto. Nothing in this Agreement is
intended to confer upon any other person any other right or remedy under
or by reason of this Agreement.
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(g) Specific Performance and Injunctive Relief. PPC and each
Shareholder acknowledge and agree that the Shareholders or PPC would be
irreparably damaged in the event any of the provisions of this Agreement
were not performed by PPC or the Shareholders, as the case may be, in
accordance with their specific terms or otherwise breached. PPC and the
Shareholders shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof in any court of the United
States or any state thereof having jurisdiction, in addition to any
other remedy to which such party may be entitled at law or in equity.
(h) Notices. All notices and other communications provided for
or permitted hereunder shall be in writing (including telex and telecopy
communication) and shall be sent by mail, telex, telecopier or hand
delivery: (i) if to PPC at its address at: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or at such other
address as shall be designated by it in a written notice to the
Shareholders, (ii) if to any Shareholder at his address set forth on
Schedule I hereto or at such other address as shall have been designated
by it in a written notice to PPC and the other Shareholders.
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All notices and communications shall be deemed to have been duly given
or made, when delivered by hand or five business days after being deposited in
the mail, postage prepaid, when telexed, answer-back received and when
telecopied, receipt acknowledged.
(i) Non-Disclosure. During the period from the date hereof
through May 13, 1987, neither PPC nor any Shareholder (nor their
respective employees, agents or advisors) shall make any disclosure of
the terms hereof or the negotiations with respect hereto (other than to
the parties hereto and their representatives and advisors and A. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ and his representatives and advisors) except pursuant to a press
release which shall be approved by the parties hereto prior to the
release thereof, and except pursuant to such press release, neither the
Shareholders nor PPC (nor any of their respective employees, agents or
advisors) shall make any public statement concerning the Litigation or
the merits thereof or the positions taken by the parties in connection
therewith, except in the case of PPC, insofar as it relates to
Litigation with persons who are not parties hereto. During such time
period the Shareholders (and their agents and advisors) shall make no
disparaging public statement with respect to PPC, any of its employees
or any of the Shareholders, and PPC (and its
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employees, agents and advisors) shall make no disparaging comments
concerning any of the Shareholders. The provisions of this subsection
shall not apply to agents or advisors of persons who are not bound
hereby after the termination of the letter agreement of even date
herewith among PPC and certain other shareholders of PPC.
(j) Best Efforts. Each of the parties hereto agrees to use best
efforts to take, or cause to be taken, all action and to do, or cause to
be done, all things necessary, proper or advisable to consummate and to
make effective the transactions contemplated by this Agreement.
(k) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
IN WITNESS HEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
THE PULITZER PUBLISHING
COMPANY
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Director
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THE SHAREHOLDERS
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*
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇
*
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▇▇▇▇▇▇ ▇. ▇▇▇▇
*
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
*
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▇▇▇▇▇ ▇. ▇▇▇▇
*
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and
Manufacturers Hanover Trust
Company, Trustees under
Indenture of ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
*
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Trustee
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Manufacturers Hanover Trust
Company, Trustee
Manufacturers Hanover Trust
Company, Trustee under Trust
for the benefit of ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇, ▇▇
By *
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* /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attorney-in-Fact
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SCHEDULE I
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Number of Shares Issuable
Shareholder's Name of Class B Stock Common Shares
------------------ ---------------- -------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 18,604,600 1,860,460
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, 11 8,576,200 857,620
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 1,717,980 171,798
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇ 1,717,980 171,798
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇ 1,827,580 182,758
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ & 27,400 2,740
Manufacturers Hanover
Trust Company,
Trustees under
Indenture of
Hope ▇. ▇▇▇▇▇▇
Manufacturers Hanover 438,400 43,840
Trust Company, Trustee
under Trust for benefit
of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
25
SCHEDULE II
1. Note Agreement between PPC and The Prudential Insurance Company of America
dated October 16, 1978, as amended.
2. Revolving Credit Agreement between PPC and Mercantile Bank, National
Association, dated April 28, 1986. ($25,000,000).
3. Revolving Credit Agreement between PPC and Mercantile Bank, National
Association, date April 28, 1986. ($15,000,000).
26
EXHIBIT A
RELEASE
1. This Release is being delivered pursuant to and in
satisfaction of Section 1 of, and is annexed as Exhibit A to, the settlement
agreement (the "Agreement") dated as of May 12, 1986 among The Pulitzer
Publishing Company ("PPC"), a Missouri corporation, and each of the beneficial
owners of shares of Class B Common Stock of PPC who is a signatory of the
Agreement.
2. In this Release:
(a) Plaintiffs include ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇, and their respective heirs, receivers,
conservators, beneficiaries, executors, administrators, successors, and
assignors, and any or all of them;
(b) The Pulitzer Publishing Company ("PPC") includes, and this
Release is given on behalf of that corporation, and its successors,
predecessors, assigns, directors, officers, former directors, former officers,
receivers, trustees, parents, subsidiaries, and affiliates, and any or all of
them, and, in the case of individuals, their respective heirs, receivers,
conservators, beneficiaries, executors, administrators, successors, and assigns,
and any or all of them;
27
2
(c) Defendants include ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇, and their respective heirs, receivers,
conservators, beneficiaries, executors, administrators, successors, and assigns,
and any or all of them;
(d) the "Pulitzer Action" refers to the action entitled
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Pulitzer ▇▇▇▇▇▇▇, T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ v. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and The Pulitzer Publishing
Company, Civil Action No. 86-0658-C-3, filed March 31, 1986 and currently
pending in the United States District Court for the Eastern District of
Missouri, Eastern Division.
3) PPC and Defendants hereby release and discharge Plaintiffs
from any and all actions, causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialities, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
executions, claims, and demands whatsoever, in law, equity or otherwise,
including without limitation, all
28
3
claims which PPC and Defendants ever had, now have or hereafter can, shall or
may, have for, upon or by reason of or arising from the Pulitzer Action.
IN WITNESS WHEREOF, PPC has caused this Release to be executed
by a duly authorized officer or representative on the dates hereafter set forth.
ATTEST: Date of THE PULITZER PUBLISHING COMPANY
Execution
---------
By:
--------------------- --------- -------------------------------
Its
Before me, a Notary Public in and for said State and County,
on this day personally appeared the above-named __________________________ of
the Pulitzer Publishing Company, and acknowledged the foregoing Release to be
the free and voluntary act and deed of said corporation.
IN WITNESS WHEREOF, the Defendants have hereunto set their
hand and seal on the dates hereafter set forth.
Date of
Execution
---------
--------------------- --------- ---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.
--------- ---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
--------- ---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇
▇
--------- ---------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
--------- ---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------- ---------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
--------- ---------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------- ---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
--------- ---------------------------------
▇▇▇▇▇ ▇▇▇▇
--------- ---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
--------- ---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
--------- ---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
--------- ---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
On May _, 1986, came ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.
---------------------------------
On May _, 1986, came ▇▇▇▇▇ ▇. ▇▇▇▇▇ to me known and known to
me to be the individual described in, and who executed the foregoing Release and
duly, acknowledged to me that he executed the same.
---------------------------------
30
5
On May _, 1986, came ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ to me known and known
to me to be the individual described in, and who executed the foregoing Release
and duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to me known and known
to me to be the individual described in, and who executed the foregoing Release
and duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇ ▇. ▇▇▇▇▇▇ to me known and known to me
to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.
------------------------------
31
6
On May _, 1986, came ▇▇▇▇▇▇ ▇▇▇▇▇ to me known and known to me
to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇ ▇▇▇▇ to me known and known to me to
be the individual described in, and who executed the foregoing Release and duly
acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇ ▇▇▇▇▇▇ to me known and known to me
to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇▇ ▇▇▇▇▇, to me known and known to me
to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇ ▇▇▇▇▇▇▇ to me known and known to me
to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.
------------------------------
32
7
On May _, 1986, came ▇▇▇▇▇ ▇▇▇▇▇▇ to me known and known to me
to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.
------------------------------
33
EXHIBIT B
RELEASE
1. This Release is being delivered pursuant to and in
satisfaction of Section 1 of, and is annexed as Exhibit B to, the settlement
agreement (the "Agreement") dated as of May 12, 1986 among The Pulitzer
Publishing Company ("PPC"), a Missouri corporation, and each of the beneficial
owners of shares of Class B Common Stock of PPC who is a signatory of the
Agreement.
2. In this Release:
(a) Plaintiffs include ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Pulitzer ▇▇▇▇▇▇▇, T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and their respective heirs, receivers, conservators,
beneficiaries, executors, administrators, successors, and assignors, and any or
all of them;
(b) The Pulitzer Publishing Company ("PPC") includes, and this
Release is given on behalf of that corporation, and its successors,
predecessors, assigns, directors, officers, former directors, former officers,
receivers, trustees, parents, subsidiaries, and affiliates, and any or all of
them, and, in the case of individuals, their respective heirs, receivers,
conservators, beneficiaries, executors, administrators, successors, and assigns,
and any or all of them;
34
2
(c) Defendants include ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇, and their respective heirs, receivers,
conservators, beneficiaries, executors, administrators, successors, and assigns,
and any or all of them;
(d) the "Pulitzer Action" refers to the action entitled
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Pulitzer ▇▇▇▇▇▇▇, T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ v. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and The Pulitzer Publishing
Company, Civil Action No. 86-0658-C-3, filed March 31, 1986 and currently
pending in the United States District Court for the Eastern District of
Missouri, Eastern Division.
3) Plaintiffs hereby release and discharge PPC and Defendants
from any and all actions, causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
executions, claims, and demands whatsoever, in law, equity or otherwise,
including without limitation, all
35
3
claims which Plaintiffs ever had, now have or hereafter can, shall or may, have
for, upon or by reason of or arising from the Pulitzer Action.
IN WITNESS WHEREOF, Plaintiffs have hereunto set their hand
and seal on the dates hereafter set forth.
Date of
Execution
---------
ATTEST:
------------------------- --------- ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
--------- ------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
--------- ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------- ------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
--------- ------------------------------
▇▇▇▇ ▇▇▇▇▇ PULITZER ▇▇▇▇▇▇▇
--------- ------------------------------
T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------- ------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
On May 1986, came ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇, to me known and known
to me to be the individual described in, and who executed the foregoing Release.
and duly acknowledged to me that he executed the same.
------------------------------
36
4
On May _, 1986, came ▇▇▇▇▇▇ ▇. ▇▇▇▇, to me known and known to
me to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, to me known and known to
me to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇ ▇. ▇▇▇▇, to me known and known to
me to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇ ▇▇▇▇▇ Pulitzer ▇▇▇▇▇▇▇, to me known
and known to me to be the individual described in, and who executed the
foregoing Release and duly acknowledged to me that she executed the same.
------------------------------
On May _, 1986, came T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, to me known and known
to me to be the individual described in, and who executed the foregoing Release
and duly acknowledged to me that he executed the same.
------------------------------
37
5
On May _, 1986, came ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known and known
to me to be the individual described in, and who executed the foregoing Release
and duly acknowledged to me that he executed the same.
------------------------------
38
EXHIBIT C
RELEASE
1. This Release is being delivered pursuant to and in
satisfaction of Section 1 of, and is annexed as Exhibit C to, the settlement
agreement (the "Agreement") dated as of May 12, 1986 among The Pulitzer
Publishing Company ("PPC"), a Missouri corporation, and each of the beneficial
owners of shares of Class B Common Stock of PPC who is a signatory of the
Agreement.
2. In this Release:
(a) The Shareholders include A. ▇▇▇▇ ▇'▇▇▇▇▇▇▇▇▇, as Trustee,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co., as nominee for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and Manufacturers Hanover Trust Company, as Trustees, and ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇, and their respective heirs, receivers, conservators,
beneficiaries, executors, administrators, successors, and assignors, and any or
all of them;
(b) The Pulitzer Publishing Company ("PPC") includes, and this
Release is given on behalf of that corporation, and its successors,
predecessors, assigns, directors, officers, former directors, former officers,
receivers, trustees, parents, subsidiaries, and affiliates,
39
2
and any or all of them, and, in the case of individuals, their respective heirs,
receivers, conservators, beneficiaries, executors, administrators, successors,
and assigns, and any or all of them;
(c) Defendants include ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇, and their respective heirs, receivers,
conservators, beneficiaries, executors, administrators, successors, and assigns,
and any or all of them;
(d) the "Pulitzer Action" refers to the action entitled
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Pulitzer ▇▇▇▇▇▇▇, T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ v. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and The Pulitzer Publishing
Company, Civil Action No. 86-0658-C-3, filed March 31, 1986 and currently
pending in the United States District Court for the Eastern District of
Missouri, Eastern Division.
3) PPC and Defendants hereby release and discharge the
Shareholders from any and all actions, causes of action, suits, debts, dues,
sums of money, accounts, reckonings,
40
3
bonds, bills, specialities, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments, executions, claims, and
demands whatsoever, in law, equity or otherwise, including without limitation,
all claims that PPC and Defendants now have or could have asserted against the
Shareholders had the Shareholders been plaintiffs in the Pulitzer Action.
IN WITNESS WHEREOF, PPC has caused this Release to be executed
by a duly authorized officer or representative on the dates hereafter set forth.
ATTEST: Date of THE PULITZER PUBLISHING COMPANY
Execution
_______________________ _________ By:____________________________
Its
Before me, a Notary Public in and for said State and County,
on this day personally appeared the above-named _______________________ of the
Pulitzer Publishing Company, and acknowledged the foregoing Release to be the
free and voluntary act and deed of said corporation.
IN WITNESS WHEREOF, the Defendants have hereunto set their
hand and seal on the DATES HEREAFTER SET FORTH.
41
4
Date of
Execution
---------
----------------------- --------- ------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.
--------- ------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
--------- ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------- ------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
--------- ------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------- ------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇
--------- ------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------- ------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
--------- ------------------------------
▇▇▇▇▇ ▇▇▇▇
--------- ------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
--------- ------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
--------- ------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
--------- ------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
On May __, 1986, came ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.
------------------------------
42
5
On May _, 1986, came ▇▇▇▇▇ ▇. ▇▇▇▇▇ to me known and known to
me to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ to me known and known
to me to be the individual described in, and who executed the foregoing Release
and duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to me known and known
to me to be the individual described in, and who executed the foregoing Release
and duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇ ▇. ▇▇▇▇▇▇ to me known and known to me
to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.
------------------------------
43
6
On May _, 1986, came ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇▇ ▇▇▇▇▇ to me known and known to me
to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇ ▇▇▇▇ to me known and known to me to
be the individual described in, and who executed the foregoing Release and duly
acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇ ▇▇▇▇▇▇ to me known and known to me
to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇▇ ▇▇▇▇▇, to me known and known to me
to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.
------------------------------
44
-7-
On May _, 1986, came ▇▇▇▇▇ ▇▇▇▇▇▇▇ to me known and known to me
to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇ ▇▇▇▇▇▇ to me known and known to me
to be the individual described in, and who executed the foregoing Release and
duly acknowledged to me that he executed the same.
------------------------------
45
EXHIBIT D
RELEASE
1. This Release is being delivered pursuant to and in
satisfaction of Section 1 of, and is annexed as Exhibit D to, the settlement
agreement (the "Agreement") dated as of May 12, 1986 among The Pulitzer
Publishing Company ("PPC"), a Missouri corporation, and each of the beneficial
owners of shares of Class B Common Stock of PPC who is a signatory of the
Agreement.
2. In this Release:
(a) The Shareholders include A. ▇▇▇▇ ▇'▇▇▇▇▇▇▇▇▇, as Trustee,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co., as nominee for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and Manufacturers Hanover Trust Company, as Trustees, and ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇, and their respective heirs, receivers, conservators,
beneficiaries, executors, administrators, successors, and assignors, and any or
all of them;
(b) The Pulitzer Publishing Company ("PPC") includes, and this
Release is given on behalf of that corporation, and its successors,
predecessors, assigns, directors, officers, former directors, former officers,
receivers, trustees, parents, subsidiaries, and affiliates,
46
2
and any or all of them, and, in the case of individuals, their respective heirs,
receivers, conservators, beneficiaries, executors, administrators, successors,
and assigns, and any or all of them;
(c) Defendants include ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇, and their respective heirs, receivers,
conservators, beneficiaries, executors, administrators, successors, and assigns,
and any or all of them;
(d) the "Pulitzer Action" refers to the action entitled
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Pulitzer ▇▇▇▇▇▇▇, T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ v. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and The Pulitzer Publishing
Company, Civil Action No. 86-0658-C-3, filed March 31, 1986 and currently
pending in the United States District Court for the Eastern District of
Missouri, Eastern Division.
3) The Shareholders hereby release and discharge PPC and
Defendants from any and all actions, causes of action, suits, debts, dues, sums
of money, accounts,
47
3
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, executions,
claims, and demands whatsoever, in law, equity or otherwise, including without
limitation, all claims that the Shareholders now have or that they could have
asserted had they been plaintiffs in the Pulitzer Action.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ & Co. has caused this Release to be
executed by a duly authorized representative on the date hereafter set forth.
Date of
Execution
---------
ATTEST: ▇▇▇▇▇▇ & CO.
By:
----------------------- --------- --------------------------
Before me, a Notary Public in and for said State and County,
on this day personally appeared _________________________ of ▇▇▇▇▇▇ & Co. and
acknowledged the foregoing Release to be the free and voluntary act and deed of
said corporation.
48
4
IN WITNESS WHEREOF, Manufacturers Hanover Trust Company has
caused this Release to be executed by a duly authorized representative on the
date hereafter set forth.
Date of
Execution
ATTEST: MANUFACTURERS HANOVER TRUST
COMPANY, TRUSTEE
------------------- --------- By:
--------------------------------
Before me, a Notary Public in and for said State an County, on
this day personally appeared _________________________ of Manufacturers Hanover
Trust Company, Trustee, and acknowledged the foregoing Release to be the free
and voluntary act and deed of said corporation, acting as Trustee.
IN WITNESS WHEREOF, the Shareholders have hereunto set their
hand and seal on the dates hereafter set forth.
Date of
Execution
---------
ATTEST:
------------------- --------- ------------------------------
A. ▇▇▇▇ ▇'▇▇▇▇▇▇▇▇▇,
TRUSTEE
--------- ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------- ------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇
▇
--------- ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
--------- ------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------- ------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
--------- ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, TRUSTEE
--------- ------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
On May _, 1986, came A. ▇▇▇▇ ▇'▇▇▇▇▇▇▇▇▇, Trustee, to me known
and known to me to be the individual described in, and who executed the
foregoing Release and duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known and known
to me to be the individual described in, and who executed the foregoing Release
and duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., to me known
and known to me to be the individual described in, and who executed the
foregoing Release and duly acknowledged to me that he executed the same.
------------------------------
50
6
On May _, 1986, came ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, to me known and known
to me to be the individual described in, and who executed the foregoing Release
and duly acknowledged to me that she executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇, to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Trustee, to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.
------------------------------
On May _, 1986, came ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, to me known and
known to me to be the individual described in, and who executed the foregoing
Release and duly acknowledged to me that he executed the same.
------------------------------