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EXHIBIT 3
VOTING TRUST AGREEMENT
AGREEMENT dated as of the 19th day of June, 1995, between such holders
of the Class B Common Stock, par value $.01 per share ("Class B Common Stock"),
of PULITZER PUBLISHING COMPANY, a Delaware corporation (hereinafter called the
"Company"), as may become parties to this agreement in the manner hereinafter
provided, (all hereinafter referred to as the "Depositing Stockholders"), and
XXX X. XXXXXX (Senior Vice President-Broadcasting Operations of the Company),
XXXXX X. XXXXX, XXXXXXXX X. XXXXXXXX XX (Senior Vice President-Newspaper
Operations of the Company), XXXXX XXXX PULITZER, XXXXXXX X. XXXXXXXX (Chairman
of the Board of the Company, President and Chief Executive Officer of the
Company), XXXXXX X. XXXXXXX (Senior Vice President-Finance of the Company) and
XXXXXXX X. XXX (Editor - St. Louis Post-Dispatch), or their successors
(hereinafter referred to as the "Trustees");
W I T N E S S E T H :
WHEREAS, the Depositing Stockholders deem it for the best interests of
the Company and its stockholders that the Depositing Stockholders act together
to secure continuity of policy and stability of management in the affairs of the
Company and to these ends they propose to place their shares of Class B Common
Stock in the
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hands of the persons who are now and will be responsible for the success of the
Company to be voted and held by them as trustees for the Depositing
Stockholders. The Trustees, in connection with the exercise of their judgment in
determining what is in the best interest of the Company and its stockholders,
shall give due consideration to the effect of their actions on the editorial and
publishing integrity and the character and quality of the Company's newspaper
and broadcasting operations, and all other relevant factors, including, without
limitation, the social, legal and economic effects on the employees, customers,
suppliers and other affected persons, firms and corporations and on the
communities and geographical areas in which the Company and its subsidiaries
operate or are located and on any of the businesses and properties of the
Company or any of its subsidiaries, as well as such other factors as the
Trustees deem relevant. In addition, the platform of the St. Louis Post-
Dispatch printed daily on the editorial page as the principles of its founder,
Xxxxxx Xxxxxxxx, should be considered by the Trustees in assessing the public
service aspects of journalism. The two preceding sentences are referred to
herein as the "Statement of Policy," which shall guide the Trustees in the
exercise of their judgment as provided in Paragraph 16 below. The shares of
Class B Common Stock deposited hereunder shall be subject to the terms and
conditions of this agreement, and the Trustees are directed to exercise the
powers delegated hereunder guided by the Statement of Policy;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and other good and valuable considerations, receipt of which is
hereby acknowledged, it is agreed between the parties as follows:
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DEPOSIT OF STOCK
1. Each stockholder of the Company who becomes a party hereto by
signing these presents agrees to deposit, or cause to be deposited, with the
Trustees, to be held by them pursuant to the provisions of this agreement, the
certificate or certificates representing the shares of Class B Common Stock of
the Company now or at any time hereafter owned by him or for his benefit, duly
endorsed in blank or to the Trustees, or accompanied by proper instruments of
assignment and transfer duly executed in blank or to the Trustees, and
accompanied by any revenue stamps required for the transfer, which deposit shall
continue for a period from the date of this agreement first above written until
the 16th day of January, 2001 unless sooner terminated as hereinafter provided,
and to accept in lieu thereof a Voting Trust Certificate or Certificates issued
hereunder in the form hereinafter provided.
Each Depositing Stockholder whose shares of Class B Common Stock of
the Company have been deposited under a Voting Trust Agreement dated as of
January 17, 1991 (the "1991 Voting Trust Agreement") hereby individually
authorizes, instructs and directs (i) the voting trustees under the 1991 Voting
Trust Agreement (the "1991 Trustees") and Mercantile Bank of St. Louis N.A., as
depositary under the 1991 Voting Trust Agreement, to deliver, on his, her or its
behalf, the stock certificates representing those shares to the Trustees, and
(ii) the Trustees to re-register those stock certificates in the name of the
Trustees, to be held by the Trustees under this agreement. Notwithstanding the
foregoing, (i) in the case of each such Depositing Stockholder who is a party to
a line of credit agreement with Mercantile Bank of St. Louis N.A. which is
secured by a pledge of one or more voting trust certificates issued under the
1991
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Voting Trust Agreement (the "1991 Voting Trust Certificates"), delivery to the
Trustees, as authorized and directed under the foregoing, shall be effected by
delivery to Mercantile Bank of St. Louis N.A., which is the Depositary hereunder
and (ii) all issued and outstanding 1991 Voting Trust Certificates issued to
Depositing Stockholders shall constitute temporary Voting Trust Certificates for
those shares of Class B Common Stock which the Depositing Stockholders had
deposited under the 1991 Voting Trust Agreement and have now deposited hereunder
until replaced by Voting Trust Certificates to be issued hereunder in
substantially the form set forth in Exhibit E; provided, however, that all
references to the 1991 Voting Trust Agreement in the 1991 Voting Trust
Certificates shall be deemed to refer to this agreement and that the last
paragraph of the 1991 Voting Trust Certificates shall be deemed to read like the
last paragraph of the Voting Trust Certificates to be issued hereunder.
Any other owner of Class B Common Stock in the Company may at any time
become a party hereto by depositing the certificate or certificates representing
his shares of Class B Common Stock in the Company with the Trustees in like
manner to be held by said Trustees under the terms hereof and by accepting in
lieu thereof a Voting Trust Certificate or Certificates issued hereunder in the
form hereinafter provided, and in consideration of the original deposit of Class
B Common Stock by the present Depositing Stockholders the Trustees bind
themselves and their successors to accept for deposit and to receive in trust
hereunder any additional certificate or certificates of Class B Common Stock
owned by any stockholder whomsoever and to hold any certificate so deposited in
trust under the terms and conditions of this agreement. Such deposit of any
additional certificate or certificates of Class B Common
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Stock of the Company and such acceptance of any Voting Trust Certificate or
Certificates by the owner thereof shall have the same force and effect as though
such owner of Class B Common Stock had in fact subscribed his name to this
agreement.
WITHDRAWAL OF STOCK
2. The Trustees shall not convert into Common Stock of the Company
any of the shares of Class B Common Stock deposited hereunder, except in
conjunction with a withdrawal of shares permitted by this Paragraph 2.
A Depositing Stockholder shall be permitted to withdraw, from time to
time, part or all of the Common Stock of the Company into which Class B Common
Stock represented by his or her Voting Trust Certificate or Certificates is
convertible (but not any Class B Common Stock of the Company) free of the terms
of this agreement, including the Voting Trust Certificate or Certificates issued
hereunder, subject to satisfaction of the following conditions and compliance
with the following procedures:
(a) Any Common Stock so withdrawn shall be withdrawn solely to the
extent that:
I. Such Common Stock is being sold (i) in a public offering pursuant
to a registration statement filed by the Company and effective under the
Securities Act of 1933, as amended (the "Securities Act"), including the
initial public offering of Common Stock and any subsequent public offering
so registered under the Securities Act, (ii) pursuant to any other
transaction that complies with the provisions of Rule 144
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promulgated under the Securities Act and is exempt from registration under
the Securities Act, (iii) to an employee benefit plan established and
maintained by the Company or any wholly owned subsidiary of the Company or
any trustee or fiduciary with respect to any such plan ("Employee Benefit
Plan") or (iv) to the Company; or
II. Such Common Stock is being transferred (i) to a charitable
organization contributions to which are allowed as deductions for federal
income, estate or gift tax purposes ("Charitable Organization") or (ii) to
any charitable trust or split-interest trust ("Charitable Trust") as
described in Section 4947 of the Internal Revenue Code of 1986, as amended,
and as it may from time to time be further amended (the "Code").
(b) Such Depositing Stockholder shall be deemed to have instructed,
directed and authorized the Trustees to convert a sufficient number of the
Company's Class B Common Stock represented by the Voting Trust Certificate or
Certificates of such Depositing Stockholder into Common Stock of the Company to
the extent necessary to effect such withdrawal, it being understood that under
the Company's Restated Certificate of Incorporation dated December 4, 1986 and
filed on December 8, 1986 in the office of the Secretary of State of the State
of Delaware ("Certificate of Incorporation") the Common Stock so withdrawn may
not thereafter be reconverted into Class B Common Stock of the Company.
(c)I. Any Depositing Stockholder who shall request the withdrawal of
shares of Common Stock for purposes of making a sale
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pursuant to Paragraph 2(a)I hereof shall, not less than five (5) New York
Stock Exchange business days prior to the date on which the closing for the
sale of the shares of Common Stock so to be withdrawn and sold is
scheduled, deliver to the Trustees (c/o the Company at the address of the
Company's principal executive offices), with duplicate copies to the
Company, to the Depositary under this agreement and any transfer agent for
the Common Stock appointed by the Company (the "Transfer Agent"), a
Withdrawal Request substantially in the form prescribed on Exhibit A
attached hereto, and, simultaneously with the delivery of such Withdrawal
Request or as soon thereafter as practicable (but not less than 48 hours
prior to the date of such closing), such Depositing Stockholder (together
with the underwriters for such sale, or their representatives, if any)
shall furnish to the Trustees (c/o the Company at the address of the
Company's principal executive offices), with duplicate copies to the
Company, the Depositary and the Transfer Agent, an Instruction Request,
substantially in the form of Exhibit B attached hereto, setting forth
the denominations in which certificates for the shares of Common Stock so
sold are to be delivered at such closing and the names in which such
certificates are to be registered.
II. Any Depositing Stockholder who shall request the withdrawal of
shares of Common Stock for the purpose of making a transfer to a Charitable
Organization or a Charitable Trust pursuant to Paragraph 2(a)II hereof
shall, not less than five (5) New York Stock
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Exchange business days prior to the date on which the transfer of the
shares of Common Stock is to be made, deliver to the Trustees (c/o the
Company at the address of the Company's principal executive offices),
with duplicate copies to the Company, to the Depositary under this
agreement and to the Transfer Agent, a Withdrawal Request,
substantially in the form prescribed on Exhibit A-I attached hereto,
setting forth the name of the transferee Charitable Organization or
Charitable Trust, and, simultaneously with the delivery of such
Withdrawal Request or as soon thereafter as practicable (but not less
than 48 hours prior to the date of such transfer), such Depositing
Stockholder (together with the transferee) shall furnish to the
Trustees (c/o the Company at the address of the Company's principal
executive offices), with duplicate copies to the Company, the
Depositary and the Transfer Agent, an Instruction Request,
substantially in the form of Exhibit B-I attached hereto, setting
forth the denominations in which certificates for the shares of Common
Stock to be so transferred are to be delivered and the name(s) in
which such certificates are to be registered, and, in the case of a
transfer to a Charitable Organization, appropriate documentation,
addressed to the Trustees, confirming to the satisfaction of the
Trustees that contributions thereto are allowed as deductions for
federal income, estate or gift tax purposes, or, in the case of a
transfer to a Charitable Trust, an opinion from counsel for the
Charitable Trust, addressed to the Trustees,
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confirming that the Charitable Trust is a charitable trust or
split-interest trust as described in Section 4947 of the Code.
(d) The Trustees and the Depositing Stockholders agree that in the
event of a pledge permitted by Paragraph 5 of this agreement by a Depositing
Stockholder of a Voting Trust Certificate to secure indebtedness due the
pledgee, each of Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx, individually, is hereby
authorized for and on behalf of the Trustees, and is hereby made, constituted
and appointed as their true and lawful agent and attorney-in-fact, acting
separately, for and in the name, place and stead of the Trustees (1) to examine
any pledge agreement or power of attorney executed in connection therewith and
(2) if such documents are substantially in the form of the General Pledge
Agreement ("Pledge Agreement") and Irrevocable Power of Attorney ("Power of
Attorney") attached hereto as Exhibit C or in such other form as the Trustees
may approve, to execute on behalf of the Trustees an Acknowledgement
substantially in the form attached hereto as Exhibit D (the "Acknowledgement").
The Trustees shall have the power to designate a replacement or replacements for
either or both of the foregoing attorneys-in-fact in their sole discretion. Each
of the Secretary for the Voting Trust and the Voting Trustees, or any of them,
is hereby authorized to certify to any such pledgee the individual or
individuals who then act as attorneys-in-fact under this Paragraph 2(d) and any
such pledgee shall be entitled to rely on such certification without further
inquiry. The Trustees and the Depositing Stockholders further agree that any
written notice duly delivered by any such pledgee to any individual or
individuals who then act as attorneys-in-fact under this Paragraph 2(d) shall be
deemed to constitute notice to the Trustees for purposes of this agreement.
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(e) Each Depositing Stockholder represents, warrants and agrees that,
in the event of the execution of an Acknowledgement with respect to him pursuant
to Paragraph 2(d) above, (i) the obligations of the Trustees, and the rights of
the Depositing Stockholder, under this agreement, including, without limitation,
Paragraphs 3, 7, 8, 9 and 10 hereof, are expressly subject to the terms of such
Acknowledgement and (ii) he shall hold the Trustees and the person or persons
executing the Acknowledgement harmless in connection with any actions pursuant
thereto.
(f) Each Depositing Stockholder agrees that, in the event of a pledge
permitted by Paragraph 5 of this agreement by him or by any other Depositing
Stockholder of a Voting Trust Certificate to secure indebtedness due the pledgee
and until such time as any loan agreement relating to the pledge is terminated
and any related promissory note of the pledgor is repaid, he shall not, whether
by affirmative vote, consent, acquiescence, waiver or otherwise, and without one
hundred twenty (120) days' prior written notice to the lender, or the prior
written consent of the lender, amend this agreement to affect adversely the
right of the pledgor to pledge his Voting Trust Certificate or to convert, or
have converted pursuant to the pledgor's Power of Attorney, the shares of Class
B Common Stock represented by his Voting Trust Certificate into Common Stock of
the Company and withdraw such Common Stock. Each Depositing Stockholder further
acknowledges and agrees that any such lender may rely upon the above
representation, warranty and agreement in making any loan or extending any
credit to a Depositing Stockholder that is secured by a pledge
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permitted by Paragraph 5 of this agreement by the Depositing Stockholder of a
Voting Trust Certificate to secure indebtedness due the pledgee.
VOTING TRUST CERTIFICATES
3. All certificates for shares of Class B Common Stock in the
Company at any time delivered to the Trustees hereunder or thereafter acquired
as a result of a distribution of shares of Class B Common Stock as a stock
dividend or otherwise shall be held and disposed of by the Trustees under and
pursuant to the terms and conditions of this agreement. The Trustees, in
exchange for the certificate or certificates so deposited hereunder, will cause
to be issued and delivered to the Depositing Stockholder a Voting Trust
Certificate or Certificates for the appropriate number of shares of Class B
Common Stock in substantially the form set forth in Exhibit E attached hereto.
4. Subject to the provisions of Paragraph 1 of this agreement, the
Trustees may issue temporary typewritten or printed Voting Trust Certificates
conforming generally to the form set forth on Exhibit E and may cause the same
to be exchanged for definitive Voting Trust Certificates in substantially said
form when the same are prepared. The Voting Trust Certificates may be executed
by any one or more of the Trustees on behalf of all said Trustees. The Trustees,
under such rules as they in their discretion may prescribe with respect to
indemnity or otherwise, may provide for the issuance and delivery of new Voting
Trust Certificates in lieu of lost, stolen or destroyed Voting Trust
Certificates or in exchange for mutilated Voting Trust Certificates.
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5. The Voting Trust Certificates shall not be transferred, whether
by sale, assignment, gift, bequest, appointment or otherwise except to a
Permitted Transferee (as that term is defined in the Company's Certificate of
Incorporation) of the Company's Class B Common Stock, and the Voting Trustees
shall not register any transfer except in compliance therewith.
Subject to the foregoing, the Voting Trust Certificates shall be
transferable on the books of the Trustees by the holders of record thereof in
person or by duly authorized attorney, subject to such regulations as may be
established by the Trustees for that purpose, upon surrender thereof at the
office of the Trustees, properly endorsed for transfer, and the Trustees may
treat the holders of record thereof, or when duly endorsed in blank the bearers
thereof, as the owners of Voting Trust Certificates for all purposes whatsoever.
As a condition of making or permitting any transfer or delivery of
stock certificates or Voting Trust Certificates, the trustees may require the
payment of a sum sufficient to pay or reimburse them for any stamp tax or other
governmental charge in connection therewith or any other charge applicable to
such transfer or delivery.
Every transferee of a Voting Trust Certificate or Certificates shall,
by the acceptance thereof, become a party hereto with like force and effect as
though an original party hereto and shall be embraced within the meaning of the
term "Depositing Stockholders" wherever used herein.
Notwithstanding anything to the contrary set forth herein, any
Depositing Stockholder may pledge his Voting Trust Certificate and, in
connection therewith, the shares of Class B Common Stock represented thereby to
a pledgee pursuant to a bona
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fide pledge thereof as collateral security for indebtedness due to the pledgee,
provided that the Voting Trust Certificate and such underlying shares shall not
be transferred to or registered in the name of the pledgee and shall remain
subject to the provisions of this Paragraph 5 and of Article III(2)(E) of the
Company's Certificate of Incorporation. In the event of foreclosure or other
similar action with respect to such collateral by the pledgee, (i) the pledged
Voting Trust Certificate may be transferred only to a Permitted Transferee of
the pledgor or (ii) if the pledgee (acting pursuant to the pledgor's Power of
Attorney) is unable, in good faith, to consummate the sale of such Voting Trust
Certificate to a Permitted Transferee within forty-five (45) days (or within
such shorter period as may be approved by the Voting Trustees) of any event
giving rise to the pledgee's ability to foreclose or take other similar action,
the Class B Common Stock represented by such pledged Voting Trust Certificate
may be converted into the Common Stock of the Company, and such Common Stock may
be withdrawn, free of the terms of this agreement, only pursuant to, and in
compliance with, Paragraph 2 of this agreement.
THE DEPOSITARY
6. The Trustees agree to deposit with Mercantile Bank of St. Louis
N.A., of St. Louis, Missouri, as Depositary hereunder, the Class B Common Stock
of the Company transferred in their name; provided, however, that Mercantile
Bank of St. Louis N.A. shall first agree in writing that it will, if requested
to do so by any Trustee or any Depositing Stockholder, enter its appearance in
any suit which may hereafter be brought in the State of Delaware, in which suit
the construction, interpretation or
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validity of this Voting Trust Agreement or any portion thereof shall be an
issue. The Trustees may, in their absolute discretion, name a new or other
Depositary to hold said shares and deliver such shares to any such new or other
Depositary. No Depositary hereunder shall incur any liability to any of the
parties hereto or to any assignee of the Voting Trust Certificates except for
failure to exercise ordinary care in the performance of the duties of
Depositary.
Any Depositary acting hereunder shall be entitled to compensation in
such amount as may be fixed from time to time by the Trustees, and shall be
reimbursed for all expenses, including counsel fees and liabilities incurred in
connection with its duties hereunder.
DIVIDENDS
7. The holder of each Voting Trust Certificate shall be entitled
during the life of this Voting Trust, except as hereinafter provided, to receive
from time to time payments equal to the dividends payable in money, if any,
received by the Trustees on a number of shares of Class B Common Stock of the
Company equal to that called for by such Voting Trust Certificate, less such
charges and expenses as are herein authorized to be deducted therefrom and less
any income or other taxes required by law to be deducted therefrom.
The Trustees, instead of themselves receiving and disbursing
dividends, may instruct the Company to pay the amount of any dividends upon the
shares of Class B Common Stock held by such Trustees hereunder to which such
Trustees from time to time become entitled directly to the holders of the
outstanding Voting Trust Certificates after deducting any charges and expenses
authorized herein and any income
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or other taxes required by law to be deducted therefrom. Payments in respect of
each such dividend shall be made according to their respective interests to the
holders of outstanding Voting Trust Certificates registered as such at the close
of business on the date fixed by the Trustees as a record date for the
determination of the Voting Trust Certificate holders entitled to receive
payments in respect of such dividends, or, if the Trustees have not fixed such
date, to the holders of outstanding Voting Trust Certificates registered as such
at the close of business on the date fixed by the Company for the taking of a
record to determine those holders of its Class B Common Stock entitled to
receive such dividend; provided, however, that the Trustees may at any time or
from time to time thereafter instruct the Company to make payment in respect of
such dividends to such Trustees.
At the termination of this Voting Trust, the Trustees shall continue
to hold the Class B Common Stock of the Company represented by any Voting Trust
Certificate or Certificates issued and outstanding under this agreement and any
dividend received on such Class B Common Stock until the surrender of such
Voting Trust Certificate or Certificates by the holder or holders thereof.
8. In case the Trustees shall receive any fully-paid shares of Class
B Common Stock of the Company, as a dividend upon the shares of Class B Common
Stock held by them hereunder, the Trustees shall hold such shares subject to
this agreement and shall issue Voting Trust Certificates, in proportion to their
respective interests, to the holders of outstanding Voting Trust Certificates of
record at the close of business on the date fixed by the Company as a record
date for the determination of the stockholders entitled to receive distribution
in respect of such dividend.
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9. If any dividend in respect of the deposited Class B Common Stock
shall be paid otherwise than in money or in fully-paid Class B Common Stock, the
Trustees shall distribute the same in kind ratably among the holders of the
outstanding Voting Trust Certificates entitled to receive distribution in
respect of such dividend upon payment by each holder of a sum sufficient to
reimburse the Voting Trustees for any stamp tax, other governmental charge or
other expense to which the Voting Trustees shall have been put, or for which
they shall have or will become liable in such connection.
10. In case any stock of the Company shall be offered for
subscription to the holders of the Class B Common Stock, the Trustees, promptly
upon receipt of notice of such offer, shall mail a copy of such notice to each
holder of record of Voting Trust Certificates with a notice of the number of
shares subscribable with respect to the shares of Class B Common Stock
represented by his Voting Trust Certificates. Upon receipt by the Trustees,
within such time as shall be fixed by the Trustees prior to the last date fixed
by the Company for subscription and payment, of a request from any holder of
record of a Voting Trust Certificate to subscribe in his behalf and of the
amount of money required to pay for a stated number of shares of such stock (not
in excess of the number of shares subscribable in respect of the shares
represented by such Voting Trust Certificate), the Trustees shall make such
subscription and payment. Upon receiving from the Company the certificate for
the shares so subscribed for, the Trustees, if such stock be Class B Common
Stock, shall hold the same under this agreement and shall issue to such holder
Voting Trust Certificates in respect thereof; or if such stock be stock of
another class the Trustees shall deliver the certificate or
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certificates therefor to such holder. In case the stock offered for subscription
by the Company be stock other than Class B Common Stock, the Trustees, in their
discretion, may assign such subscription rights, pro rata, to the holders of
Voting Trust Certificates in proportion to their respective interests.
The right of any holder of record of a Voting Trust Certificate to
subscribe to additional shares of Class B Common Stock as provided in this
Paragraph 10 may be assigned and transferred to any Permitted Transferee and to
no other person or entity, and the Trustees shall not be required to exercise
such subscription right on behalf of any person who is not a Voting Trust
Certificate holder or a Permitted Transferee. Any shares of Class B Common Stock
acquired pursuant to a subscription right assigned to a Voting Trust Certificate
holder or a Permitted Transferee shall be held by the Trustees subject to all
the terms and conditions of this agreement.
VOTING RIGHTS
11. Until the actual delivery to the holder of Voting Trust
Certificates by or on behalf of the Trustees of the stock certificate deposited
hereunder in exchange for said Voting Trust Certificates, pursuant to the
provisions hereof, the Trustees shall possess and shall be entitled to exercise
all the rights and powers of owners of the shares of Class B Common Stock of the
Company deposited hereunder, to vote for every purpose and to consent to any and
all corporate acts of the Company guided by the Statement of Policy, it being
expressly stipulated that no right to vote or to consent or to be consulted in
respect to all such Class B Common Stock is created in or passes to the holder
of any Voting Trust Certificate by or under any such Voting Trust
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Certificate, or by or under this agreement, or by or under any other agreement,
express or implied; provided, however, that upon any proposal for (i) the
dissolution of the Company, (ii) the sale, lease, exchange or other disposition,
other than by mortgage, deed of trust or pledge, of all, or substantially all,
the property and assets of the Company, (iii) the merger, consolidation, or
recapitalization of the Company, or (iv) any other proposal which, under
Articles III (2) G, V (5), VIII, IX (2) and (4), XII, XIII, XIV (3) and (4) or
XVI of the Certificate of Incorporation of the Company, requires the affirmative
vote of the holders of record of at least a majority of the aggregate voting
power of the Class B Common Stock separately or together with the Common Stock,
the Trustees shall promptly notify all holders of Voting Trust Certificates
hereunder, and the Trustees shall not vote any share or shares of such Class B
Common Stock upon any such proposal except in accordance with the written
direction of the holder or holders of the Voting Trust Certificates issued in
respect of such share or shares of Class B Common Stock.
THE TRUSTEES
12. Except as provided in Paragraph 11, the Trustees shall vote the
shares of Class B Common Stock held by them or take any other action with
respect to such shares of Class B Common Stock as a unit in accordance with the
determination of a majority of the then acting Trustees; provided that such
majority include two out of three of XXXXX XXXX PULITZER, XXXXXXX X. XXXXXXXX
and XXXXX X. XXXXX or their successors as Trustees, as designated as provided in
the first paragraph of Paragraph 13; and further provided, however, that in the
event of
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a tie vote among the then acting Trustees or in the event that a majority of the
Trustees does not include two out of three of XXXXX XXXX PULITZER, XXXXXXX X.
XXXXXXXX and XXXXX X. XXXXX or their successors as Trustees, as designated as
provided in the first paragraph of Paragraph 13, as to any matter, the Trustees
shall promptly notify all holders of Voting Trust Certificates hereunder, and
the Trustees shall not vote any share or shares of Class B Common Stock of the
Company deposited hereunder with respect to that matter except in accordance
with the written direction of the holder or holders of the Voting Trust
Certificates issued in respect of such share or shares of Class B Common Stock.
The Trustees may meet at such time as they may determine, with such
notice as their rules may provide, and may act without a meeting by a writing
embodying their action. The Trustees may adopt their own rules of procedure. At
any meeting of the Trustees any Trustee may vote in person or by proxy given to
any other Trustee, and any Trustee may give powers of attorney to any other
Trustee to sign for him any instrument expressing the actions of the Trustees.
The Trustees may vote by proxy at any meeting of the Company, if they so elect,
provided that such proxy be signed by at least a majority of the then acting
Trustees.
13. Subject to the provisions of subparagraph (a) hereof, XXXXX XXXX
PULITZER, XXXXXXX X. XXXXXXXX and XXXXX X. XXXXX shall serve as Trustees whether
or not they serve or continue to serve as Company officers and each shall be
permitted to appoint a successor as Trustee to act in the event of his or her
resignation or inability for any reason to act as Trustee hereunder. Any
successor Trustee appointed as provided hereunder shall have the same rights and
powers as if originally
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named herein, and any such successor or successors shall similarly be authorized
to appoint a successor as Trustee in the event of the resignation or inability
of such successor or successors to act as Trustee hereunder. Any appointment of
a successor Trustee hereunder shall be made by written instrument signed and
acknowledged by the Trustee making such appointment and filed with the Trustees
acting hereunder and may be revoked by such Trustee at any time before the
appointment becomes operative.
XXXXXX X. XXXXXXX, Senior Vice President-Finance, XXXXXXXX X. XXXXXXXX
XX, Senior Vice President-Newspaper Operations, XXX X. XXXXXX, Senior Vice
President-Broadcasting Operations, and XXXXXXX X. XXX, Editor - St. Louis
Post-Dispatch, shall serve as such Trustees so long and only so long as they
occupy the above-described positions with the Company (or, in the case of
Xxxxxxx X. Xxx, the St. Louis Post-Dispatch) now held by them, respectively.
Should any of them resign, retire, become deceased or otherwise cease to act in
the position with the Company (or, in the case of Xxxxxxx X. Xxx, the St. Louis
Post-Dispatch), now held by him as above described, the person appointed to the
position in the Company (or the St. Louis Post-Dispatch) held by such Trustee
shall become Trustee in his place and stead by signifying his acceptance of such
trusteeship, it being the intention of this agreement that the persons holding
the Company positions of Chairman of the Board, Vice Chairman of the Board
(which position is vacant as of the date hereof), President, Senior Vice
President-Finance, Senior Vice President-Newspaper Operations, Senior Vice
President-Broadcasting Operations and the position of Editor - St. Louis
Post-Dispatch shall always be Trustees and that in the event of a vacancy
occurring in any
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of these positions, the corresponding trusteeship shall remain vacant until the
position is filled.
In the event XXXXXXX X. XXXXXXXX resigns, retires or otherwise ceases
to act in the position of Chairman of the Board or President, the person
appointed to the position of Chairman of the Board or to the position of
President, or both, as the case may be, shall become an additional Trustee or
additional Trustees by signifying his acceptance of such trusteeship and shall
serve as such Trustee so long as he occupies the position of Chairman of the
Board or President and should he resign, retire, become deceased or cease to act
in such position with the Company the person appointed to his position in the
Company shall become Trustee in his place and stead by signifying his acceptance
of such trusteeship.
Pending the appointment of a successor Trustee to fill any vacancy,
the Trustees then remaining in office shall possess and may exercise all the
powers of the Trustees hereunder.
Notwithstanding any vacancy or change in the Trustees, the certificate
or certificates for shares of Class B Common Stock of the Company standing in
the name of the Trustees may be endorsed and transferred by any Trustees or
successor Trustees then acting.
(a) Each of XXXXX XXXX PULITZER, XXXXXXX X. XXXXXXXX and XXXXX X.
XXXXX (individually, "Initial Depositing Stockholder"), or his or her respective
successor Trustee designated by him or her or his or her successors as Trustee,
shall continue to serve as Trustee hereunder only so long as the Initial
Depositing Stockholder and his or her Family (as defined below) hold Voting
Trust
21
22
Certificates representing 20% or more of the Class B Common Stock originally
deposited by the Initial Depositing Stockholder and his or her Family hereunder.
Appropriate adjustment shall be made for stock dividends, stock splits, or
reverse splits of the Class B Common Stock. For purposes of this subparagraph
(a), the term "Family" shall mean the persons and entities which shall have any
of the following relationships to an Initial Depositing Stockholder: (i) spouse
or former spouse, (ii) lineal descendant of the Initial Depositing Stockholder
or of the spouse or former spouse of the Initial Depositing Stockholder, (iii)
spouse or former spouse of any such lineal descendant, (iv) trust established
either before or after the date of this agreement of which any of the foregoing
is a grantor and which is a Permitted Transferee or (v) the estate of any of the
foregoing persons. All references in the foregoing sentence to "spouse or former
spouse" shall include a deceased spouse.
14. The Trustees may employ counsel and incur other indebtedness or
expenses deemed necessary by them for the proper discharge of their duties and
shall be reimbursed for any such expenses by the Voting Trust Certificate
holders, and to that end shall be entitled to deduct on a pro rata basis any
such indebtedness or expenses incurred by them from the dividends received by
them or to which they may become entitled on Class B Common Stock of the Company
deposited hereunder before paying or causing such dividends to be paid to the
Voting Trust Certificate holders.
15. The Depositing Stockholders expressly agree that any Trustee may
at the same time be an officer, director, consultant, agent, or employee of the
Company or of any affiliated or subsidiary company, and may be or become
pecuniarily interested in his personal capacity, either directly or indirectly,
in any matter or transaction to
22
23
which the Company or any affiliated or subsidiary company may be a party or in
which it may be concerned to the same extent as though he were not a Trustee.
The Depositing Stockholders likewise expressly agree that any Trustee
may, for his personal account or otherwise, either acquire from or sell to the
Company or any stockholder shares of stock or other securities of the Company or
Voting Trust Certificates to the same extent as though he were not a Trustee.
The Depositing Stockholders likewise expressly agree that the Company
may either acquire from or sell to any Trustee, for his personal account or
otherwise, shares of stock or other securities of the Company or Voting Trust
Certificates to the same extent as though he were not a Trustee.
The Depositing Stockholders likewise expressly agree that any Trustee
may, in his personal capacity or otherwise, become a Voting Trust Certificate
holder either by depositing hereunder any certificate of certificates for shares
of Class B Common Stock now or at any time hereafter owned by him or by
acquiring any Voting Trust Certificate and, as such Voting Trust Certificate
holder, shall be entitled to exercise all rights and options conferred upon
Voting Trust Certificate holders under this agreement to the same extent as
though he were not a Trustee.
The Depositing Stockholders recognize that the Trustees who are
respectively the Chairman of the Board, Vice Chairman of the Board, President,
Senior Vice President-Finance, Senior Vice President-Newspaper Operations,
Senior Vice President-Broadcasting Operations and Editor - St. Louis
Post-Dispatch do at this time receive, and such Trustees and their successors
will hereafter be entitled to receive, substantial compensation for their
services as officers or employees of the Company or
23
24
its subsidiaries, that Xxxxx X. Xxxxx acts as a consultant to the Company and is
compensated for his services and that Xxxxx Xxxx Pulitzer acts as a Director of
the Company and is compensated for her services (the "Compensated Trustees").
The Depositing Stockholders accordingly do expressly agree that the
Compensated Trustees may continue to receive such compensation, of whatever
character, as is provided by their existing contracts, if any, with the Company
or its subsidiaries, with complete propriety and without disqualifying
themselves to act as Trustees hereunder; and they do further expressly agree
that upon the expiration of the existing contracts, if any, with the Compensated
Trustees, or sooner by mutual agreement, the Company, or its subsidiaries and
such Compensated Trustees, may enter into new contracts which may change or
increase their compensation, because of changing circumstances and
responsibilities. The Depositing Stockholders recognize that it would be unfair
to limit in any way the right of the Compensated Trustees to adequate
compensation for their services to the Company or its subsidiaries. The
Depositing Shareholders further recognize that, in order to carry out the
purposes of this agreement, it is, or may be, necessary that the Compensated
Trustees act at the same time as Trustees hereunder, as Directors of the
Company, and as officers, consultants or employees of the Company or its
subsidiaries; and they do agree that the qualifications or eligibility of the
Compensated Trustees so to act in any of these capacities shall not be impaired
by reason of the fact that they act in the other capacities also. All and
singular the provisions of this paragraph shall apply with equal force to any
and all successor Trustees under the provisions of Paragraph 13 hereof.
24
25
The Compensated Trustees shall not be entitled to compensation for
their services as Trustees hereunder, but the successor or successors to Xxxxx
Xxxx Pulitzer, Xxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxx designated as provided in
the first paragraph of Paragraph 13 hereof shall be entitled to compensation for
their services hereunder equal to the compensation paid by the Company to its
outside directors for their services to the Company as directors.
16. In voting or giving directions for voting the shares of Class B
Common Stock deposited hereunder or in exercising any consent with respect
thereto, the Trustees will exercise their best judgment, guided by the Statement
of Policy, as set forth in the preamble hereto, from time to time to select
suitable Directors of the Company to the end that the affairs of the Company
shall be properly managed in the interest of its stockholders, and in voting or
giving directions for voting and acting on other matters for stockholders'
action the Trustees will exercise like judgment, guided by the Statement of
Policy; provided, however, that the Trustees assume no responsibility in respect
of such management or in respect to any action taken by them or taken in
pursuance of their consent thereto, or in pursuance of their votes, and no
Trustee shall incur or be under any liability as the holder of securities of the
Company as Trustee, fiduciary or otherwise, by reason of any error of law or any
error in the construction of this agreement or of any matter or thing done or
suggested or omitted to be done in this agreement, except for his own individual
malfeasance or wilful neglect.
No bond shall be required of any Trustee for the performance of his
services as such.
25
26
GENERAL PROVISIONS
17. This agreement and all covenants herein contained shall inure to
the benefit of and be binding upon the parties hereto, their heirs, executors,
administrators, successors and assigns.
18. Any written notice required to be given under this agreement
shall be deemed to have been given and received if deposited in the United
States mail in a postpaid wrapper addressed as follows:
In case of a notice to the Trustees or to the Company, addressed to
the Trustees or to the Company as the case may be, at the office of the Company.
In case of a notice to a Voting Trust Certificate holder, addressed to
such Certificate holder at his or her last address appearing on the records of
the Trustees.
19. This agreement and the Voting Trust Certificates issued hereunder
may be amended upon the consent in writing of the holders of sixty-six and
two-thirds percent (66-2/3%) in interest of the Voting Trust Certificates then
issued and outstanding under this agreement; provided, however, that no
amendment which shall have the effect of extending the time for termination of
this Voting Trust Agreement shall be made without the consent in writing of the
holders of all the then issued and outstanding Voting Trust Certificates.
20. This agreement shall be binding upon each of the parties
executing the same from the date of its execution by such party. The trust
created hereunder shall be effective as of the date hereof, and this agreement
and the trust created hereunder shall remain in full force and effect until the
16th day of January, 2001, but shall terminate prior to that date upon the
dissolution of the Company. This
26
27
agreement and the trust created hereunder may be terminated at any time with the
consent in writing of the holders of sixty-six and two-thirds percent (66-2/3%)
in interest of the Voting Trust Certificates then issued and outstanding under
this agreement.
21. The invalidity or unenforceability of any term or provision of
this agreement shall not affect the validity of the remainder hereof.
22. The term "Trustee" or "Trustees" wherever used herein means the
trustee or trustees for the time acting, and shall include the successor trustee
or trustees.
23. The Trustees hereby accept the trusts in this agreement declared
and provided and agree faithfully to perform the same upon the terms and
conditions hereinabove set forth.
24. All questions concerning the validity and administration of this
agreement, and the trust created hereunder, shall be determined under the law of
the State of Delaware.
25. This agreement may be executed by the parties herein, or any of
them, in any number of counterparts, with the same force and effect as if they
had all executed the same instrument.
26. The definitions herein shall apply equally to both the singular
and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms.
27
28
POWER OF ATTORNEY
27. In order to facilitate the execution and filing with the
Securities and Exchange Commission of a Schedule 13-D, including any and all
amendments thereto, with respect to this Voting Trust, each of the Depositing
Stockholders hereby grants to each of the Trustees and Xxxxx X. Xxxxxxx the
following power of attorney for the limited purposes set forth herein.
Each of the Depositing Stockholders hereby irrevocably constitutes and
appoints each of the Trustees and Xxxxx X. Xxxxxxx (individually, the
"Attorney"), acting singly, the true and lawful agent and attorney-in-fact of
the Depositing Stockholder, with full power and authority, in the Depositing
Stockholder's name, place and stead, to execute and deliver, on behalf of the
Depositing Stockholder at any time a Schedule 13-D, or any and all amendments
thereto, with all exhibits thereto and other documents in connection therewith,
as required by the securities laws, the execution and delivery by the Attorney
of such Schedule 13-D or amendments thereto being conclusive evidence that such
execution and delivery were authorized hereby.
It is expressly understood and intended by each of the Depositing
Stockholders that the power of attorney granted in this Paragraph 27 (the "13-D
Power of Attorney") is coupled with an interest, is irrevocable and shall in all
respects constitute a durable power of attorney. This 13-D Power of Attorney
shall survive the death or incapacity of the Depositing Stockholder, or if the
Depositing Stockholder is a partnership, corporation, trust or other entity, the
dissolution, liquidation or termination thereof, or the assignment of any or all
of the Depositing Stockholder's Voting Trust Certificates. This 13-D Power of
Attorney shall terminate upon the later
28
29
to occur of (i) the last Schedule 13-D filing, including any and all amendments
thereto, as required by the securities laws, with respect to this Voting Trust
or (ii) thirty (30) days immediately following the termination of this agreement
or the date the Depositing Stockholder shall cease to be a Depositing
Stockholder, as the case may be.
IN WITNESS WHEREOF, the Trustees and the Depositing Stockholders have
hereunto set their hands and seals as of the day and year first above written.
TRUSTEES
/s/ Xxx X. Xxxxxx
---------------------------------
Xxx X. Xxxxxx
/s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxxxxx X. Xxxxxxxx XX
---------------------------------
Xxxxxxxx X. Xxxxxxxx XX
/s/ Xxxxx Xxxx Pulitzer
---------------------------------
Xxxxx Xxxx Pulitzer
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxx
---------------------------------
Xxxxxxx X. Xxx
29
30
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
Xxxxx Xxxx Pulitzer,
Xxxxx X. Xxxxxxx and Xxxxxxx
Xxxx, Successor Trustees of
Marital Trust A U/I Xxxxxx
Xxxxxxxx, Xx. dtd 6/12/74,
as amended 10/20/92
By: /s/ Xxxxx Xxxx Pulitzer
-------------------------------
Xxxxx Xxxx Pulitzer, Trustee
/s/ Xxxxx X. Xxxxxxx
By:-------------------------------
Xxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxxx Xxxx 6-18-95 7,920
------------------------------- ------------- -------------
Xxxxxxx Xxxx, Trustee
Xxxxx Xxxx Pulitzer,
Xxxxx X. Xxxxxxx and Xxxxxxx
Xxxx, Successor Trustees of
Marital Trust B U/I Xxxxxx
Xxxxxxxx, Xx. dtd 6/12/74,
as amended 10/20/92
By: /s/ Xxxxx Xxxx Pulitzer
-------------------------------
Xxxxx Xxxx Pulitzer, Trustee
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Xxxxx X. Xxxxxxx, Trustee
By:/s/ Xxxxxxx Xxxx 6-18-95 5,193,290
------------------------------- ------------- -------------
Xxxxxxx Xxxx, Trustee
30
31
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
/s/ Xxxxx X. Xxxxx 6-17-95 3,151,082
------------------------------- ------------- -------------
Xxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxxxx 6-19-95 2,818,841
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxxxx
The Ceil and Xxxxxxx X.
Xxxxxxxx Foundation, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx 6-19-95 16,000
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxxxx, President
/s/ Xxxxx Xxxx Pulitzer 6-18-95 137
------------------------------- ------------- -------------
Xxxxx Xxxx Pulitzer
/s/ Xxxxxxxxx X. Xxxxx 6-28-95 275
------------------------------- ------------- -------------
Xxxxxxxxx X. Xxxxx
/s/ Xxxxx Xxxxxxx Xxxxxxxx 7-7-95 837
------------------------------- ------------- -------------
Xxxxx Xxxxxxx Xxxxxxxx
/s/ Xxxxxxx X. Xxxxx 6-28-95 7,166
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxx, Xx. 7-24-95 95,626
------------------------------- ------------- -------------
Xxxxx X. Xxxxx, Xx.
/s/ Xxxxxxx Xxxxx 7-4-95 1,811
------------------------------- ------------- -------------
Xxxxxxx Xxxxx
31
32
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
/s/ Xxxxxx Xxxxx 7-20-95 698
------------------------------- ------------- -------------
Xxxxxx Xxxxx
/s/ Xxxx X. Xxxxx 7-10-95 98,460
------------------------------- ------------- -------------
Xxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx 6-19-95 83,051
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx 7-4-95 97,408
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxxxx, Xx. 7-3-95 31,480
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxxxx, Xx.
/s/ Xxxxxxx X. Xxxxxxxx 7-3-95 2,830
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxx Xxxxx Pulitzer 7-31-95 38,413
------------------------------- ------------- -------------
Xxxxxx Xxxxx Pulitzer
/s/ Xxxxxxxxx X. Xxxxxxxx Xxxxx 7-4-95 5,606
------------------------------- ------------- -------------
Xxxxxxxxx X. Xxxxxxxx Xxxxx
/s/ Xxxxxxxxx X. Xxxxxxxxx 7-3-95 4,506
------------------------------- ------------- -------------
Xxxxxxxxx X. Xxxxxxxxx
32
33
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
/s/ Xxxx X. Xxxxxxxxx 6-28-95 4,081
------------------------------- ------------- -------------
Xxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx 7-16-95 4,746
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxxxxxx Xxxx Xxxxxx 6-27-95 4,358
------------------------------- ------------- -------------
Xxxxxxxxx Xxxx Xxxxxx
Xxxxxxx X. Xxxxxx, as Trustee
U/A dtd 8/16/83 F/B/O
Xxxxxxx X. Xxxxxxxx
By: /s/ Xxxxxxx X. Xxxxxx 6-19-95 34,628
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 11/3/87 F/B/O Xxxxxx
Xxxxxxxx
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6-19-95 5,738
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxx, Trustee
33
34
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 11/3/87 F/B/O Xxxxxx
Xxxxxxxx
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6-19-95 5,738
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 11/3/87 F/B/O Elkhanah
Pulitzer
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6-19-95 5,738
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 11/3/87 F/B/O Xxxxxx
Xxxxxxxx V
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6-19-95 5,738
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxx, Trustee
34
35
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O
Xxxxxxxxx Xxxxxxxx Pulitzer
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6-19-95 3,646
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O Xxxxxxx
X. Xxxxxxxx III
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6-19-95 3,646
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O Xxxxxx
Xxxxxxxx Pulitzer
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6-19-95 3,646
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxx, Trustee
35
36
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O Xxxxxx
Xxxxxxxx
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6-19-95 3,852
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O Xxxxx
X. Xxxxxxxx
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6-19-95 3,852
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 5/4/90 F/B/O Xxxxxxx
Xxxxxxxx Xxxxx III
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6-19-95 3,131
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxx, Trustee
36
37
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 10/19/90 F/B/O
Xxxxxxxx Xxxx Xxxx Xxxxxxx
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6-19-95 3,131
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 10/21/93 F/B/X
Xxxxxxx Xxxxxx Xxxxx
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6-19-95 1,062
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxxx, Trustee
/s/ Xxxxxxx X. Xxxxx 7-4-95 5,325
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxx, as Custodian
for Xxxxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx 7-4-95 5,325
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxx, as Custodian
for Xxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx 6-19-95 7,505
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxx, as Custodian
for Xxxxxxxxx X. Xxxxx
37
38
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- --------------
/s/ Xxxxxxx X. Xxxxx 6-19-95 7,505
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxx, as Custodian
for Xxxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx 6-19-95 7,505
------------------------------- ------------- -------------
Xxxxxxx X. Xxxxx, as Custodian
for Xxxx X. Xxxxx
/s/ Xxxxx X. Xxxxx, Xx. 7-24-95 5,325
------------------------------- ------------- -------------
Xxxxx X. Xxxxx, Xx., as Custodian
for Xxxxx Xxxxxxxxxx Xxxxx
/s/ Xxxxx X. Xxxxx, Xx. 7-24-95 5,325
------------------------------- ------------- -------------
Xxxxx X. Xxxxx, Xx., as Custodian
for Xxxxxxx Xxxxxx Xxxxx
38
