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EXHIBIT 9.1
VOTING TRUST AGREEMENT
AGREEMENT dated as of the ___ day of March, 1999, between such
holders of the Class B Common Stock, par value $.01 per share ("Class B Common
Stock"), of PULITZER INC., 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
XXXX X. XXXXXXXX (Editor - St. Louis Post-Dispatch), XXXXX X. XXXXX, XXXXX XXXX
PULITZER, XXXXXXX X. XXXXXXXX (Chairman of the Board of the Company), XXXXXX X.
XXXXXXX (Senior Vice President-Finance of the Company) and XXXXXX X. XXXXXXXXX
(President and Chief Executive Officer of the Company), 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 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
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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 other 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 consideration, 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 ___ day of
March, 2009 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 June 19,
1995 (the "1995 Voting Trust Agreement") hereby individually authorizes,
instructs and directs (i) the voting trustees under the 1995 Voting Trust
Agreement and Mercantile Bank of St. Louis N.A., as depositary under the 1995
Voting Trust Agreement, to deliver, on his 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 1995 Voting Trust Agreement (the
"1995 Voting Trust Certificates"),
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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 1995 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 1995 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 1995 Voting Trust Agreement in the 1995 Voting Trust
Certificates shall be deemed to refer to this agreement and that the last
paragraph of the 1995 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 Stock of the Company
and such acceptance of any Voting Trust
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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, par value $.01 per
share ("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 subparagraphs (a) or (b) of this Paragraph 2.
(a) 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 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:
(1) Any Common Stock so withdrawn shall be withdrawn solely to the extent
that:
A. 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"), (ii) pursuant to any other
transaction that complies with the provisions of Rule 144 promulgated under the
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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 any
wholly-owned subsidiary of the Company; or
B. 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").
(2) 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 February 5, 1999 and
filed on February 5, 1999 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.
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(3) A. Any Depositing Stockholder who shall request the withdrawal of
shares of Common Stock for purposes of making a sale pursuant to Paragraph
2(a)(1)A. hereof shall, not less than three (3) 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 prescribed on
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.
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B. 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)(1)B. hereof shall, not less
than three (3) New York Stock 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 prescribed on 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
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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, confirming that the Charitable Trust is a charitable trust or
split-interest trust as described in Section 4947 of the Code.
(b) In addition to any withdrawal of shares permitted by subparagraph (a)
above, a Depositing Stockholder shall be permitted to withdraw, from time to
time during the term hereof for any reason, up to an aggregate number of shares
of Common Stock of the Company into which Class B Common Stock represented by
his 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, which equals the
greater of (i) 150,000 shares of Common Stock or (ii) ten percent (10%) of the
number of shares of Class B Common Stock originally deposited by such Depositing
Stockholder hereunder. Appropriate adjustment shall be made for stock dividends,
stock splits or reverse splits of the Class B Common Stock. Any Depositing
Stockholder who shall request the withdrawal of shares of Common Stock pursuant
to this Paragraph 2(b) shall deliver to the Trustees (c/o the Company at the
Company's principal executive offices), with duplicate copies to the Company, to
the Depositary under this agreement and the Transfer Agent, a Withdrawal Request
substantially in the form prescribed on Exhibit C attached hereto, and,
simultaneously with the Withdrawal Request or as soon thereafter as practicable
(but not less than 48 hours prior to the date of such withdrawal), an
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Instruction Request, substantially in the form prescribed on Exhibit B-II
attached hereto, setting forth the denominations in which certificates for the
shares of Common Stock to be so withdrawn are to be delivered and the names in
which such certificates are to be registered.
(c) 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 D 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 E (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(c) 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
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under this Paragraph 2(c) shall be deemed to constitute notice to the Trustees
for purposes of this agreement.
(d) Each Depositing Stockholder represents, warrants and agrees that, in
the event of the execution of an Acknowledgment with respect to him pursuant to
Paragraph 2(c) 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.
(e) 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 (i) to pledge his Voting Trust Certificate or (ii) to
convert, or have converted pursuant to the pledgor's Power of Attorney, the
shares of Class B Common Stock represented by the pledgor's 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
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Stockholder that is secured by a pledge 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
substantially in the form prescribed on Exhibit F 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 prescribed on Exhibit F 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 fide pledge thereof as collateral security for
indebtedness due to the pledgee, provided that the Voting Trust Certificate and
such underlying
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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) 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 BNY Trust Company of
Missouri ("BNY") of St. Louis, Missouri, as Depositary hereunder, the Class B
Common Stock of the Company transferred in their name; provided, however, that
BNY 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 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.
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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 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
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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.
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
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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 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
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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 by a Voting Trust Certificate holder to 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 deposited Class B Common Stock is created in or passes to
the holder of any Voting Trust Certificate by or under any such Voting Trust
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
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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 shall 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 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
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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 stockholders of
the Company, if the Trustees 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 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.
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XXXXXX X. XXXXXXXXX, President and Chief Executive Officer,
XXXXXX X. XXXXXXX, Senior Vice President-Finance, and XXXX X. XXXXXXXX, 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 Xxxx X. Xxxxxxxx, 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 Xxxx X.
Xxxxxxxx, 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, Chief
Executive Officer and Senior Vice President-Finance and the position of Editor -
St. Louis Post-Dispatch shall always be Trustees and that in the event of a
vacancy occurring in any 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, the person appointed to
the position of Chairman of the Board shall become an additional Trustee
(provided he is not already a Trustee) 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 and should he resign, retire, become deceased or cease
to act in such position with the Company the next person appointed to the
position of Chairman of the Board shall become Trustee in his place and stead by
signifying his acceptance of such trusteeship.
21
22
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 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 such Initial
Depositing Stockholder or of the spouse or former spouse of such 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 by such Initial Depositing Stockholder or any of the foregoing, (v)
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 (vi) the
estate of any of the foregoing persons. All references in the foregoing sentence
to "spouse or former spouse" shall include a deceased spouse.
22
23
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 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, any affiliated or subsidiary 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 or any affiliated or subsidiary 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.
23
24
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 or
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, Chief Executive Officer, Senior Vice
President-Finance 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 its subsidiaries, that Xxxxx X. Xxxxx acts as a Director of, and
consultant to, the Company and is compensated for his services and that Xxxxx
Xxxx Pulitzer acts as a Director of, and consultant to, 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
24
25
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.
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
25
26
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.
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
26
27
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
___ day of March, 2009, but shall terminate prior to that date upon the
dissolution of the Company. This 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.
27
28
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.
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
28
29
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 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.
29
30
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
_________________________
Xxxx X. Xxxxxxxx
_________________________
Xxxxx X. Xxxxx
_________________________
Xxxxx Xxxx Pulitzer
_________________________
Xxxxxxx X. Xxxxxxxx
_________________________
Xxxxxx X. Xxxxxxx
_________________________
Xxxxxx X. Xxxxxxxxx
30
31
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/T Xxxxxx
Xxxxxxxx, Xx. dtd 6/12/74,
as amended 10/20/92
By:___________________________
Xxxxx Xxxx Pulitzer, Trustee
By:___________________________
Xxxxx X. Xxxxxxx, Trustee
By:___________________________ ____________ ________________
Xxxxxxx Xxxx, Trustee
Xxxxx Xxxx Pulitzer,
Xxxxx X. Xxxxxxx and Xxxxxxx
Xxxx, Successor Trustees of
Marital Trust B U/T Xxxxxx
Xxxxxxxx, Xx. dtd 6/12/74,
as amended 10/20/92
By:___________________________
Xxxxx Xxxx Pulitzer, Trustee
By:___________________________
Xxxxx X. Xxxxxxx, Trustee
By:___________________________ ____________ _________________
Xxxxxxx Xxxx, Trustee
31
32
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- ----------------
______________________________ ____________ ___________________
Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxxx, as Trustee
U/A dtd 3/22/82
F/B/O Xxxxxxx X. Xxxxxxxx
By: __________________________ _____________ ___________________
Xxxxxxx X. Xxxxxxxx,
Trustee
The Ceil and Xxxxxxx X.
Xxxxxxxx Foundation, Inc.
By:___________________________ ____________ ___________________
Xxxxxxx X. Xxxxxxxx,
President
______________________________ ____________ ___________________
Xxxxx Xxxx Pulitzer
______________________________ ____________ ___________________
Xxxxxxxxx X. Xxxxx
______________________________ ____________ ___________________
Xxxxxxx X. Xxxxx
______________________________ ____________ ___________________
Xxxxx X. Xxxxx, Xx.
______________________________ ____________ ___________________
Xxxxxxx Xxxxx
32
33
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- ----------------
Xxxxx X. Xxxxxxx and Xxxxxxx Xxxx,
Trustees of the Xxxxxx Xxxxxxxx 1998
Family Trust U/I dtd 2/9/98
By: ___________________________
Xxxxxxx Xxxx, Trustee
By: ___________________________ ____________ ______________
Xxxxx X. Xxxxxxx, Trustee
______________________________ ____________ _______________
Xxxx X. Xxxxx
______________________________ ____________ _______________
Xxxxxxx X. Xxxxx
______________________________ ____________ _______________
Xxxxxxx X. Xxxxx
______________________________ ____________ _______________
Xxxxxx Xxxxxxxx XX
______________________________ ____________ _______________
Xxxxxxx X. Xxxxxxxx, Xx.
______________________________ ____________ _______________
Xxxxxxx X. Xxxxxxxx
00
00
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- ----------------
______________________________ ____________ ______________
Xxxxxx Xxxxx Pulitzer
______________________________ ____________ ______________
Xxxxxxxxx X. Xxxxxxxx Xxxxx
______________________________ ____________ ______________
Xxxxxxxxx X. Xxxxxxxxx
______________________________ ____________ ______________
Xxxxxxxxx X. Xxxxx
______________________________ ____________ ______________
Xxxxxxxx X. Xxxxx
Xxxx X. Xxxxxxxxx, Trustee of the
Xxxx Xxxxxxxxx Trust dtd 7/19/91
By: __________________________ ____________ ______________
Xxxx X. Xxxxxxxxx, Trustee
______________________________ ____________ ______________
Xxxxxxxxx Xxxx Xxxxxx
34
35
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- ----------------
Xxxxxxx X. Xxxxxx, as Trustee
U/A dtd 8/16/83 F/B/O
Xxxxxxx X. Xxxxxxxx
By:___________________________ ____________ ______________
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, Trustees U/I
dtd 11/3/87 F/B/O Xxxxxx
Xxxxxxxx
By:___________________________
Xxxxxxx Xxxx, Trustee
By:___________________________ ______________ ______________
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, Trustees U/I
dtd 11/3/87 F/B/O Xxxxxx
Xxxxxxxx
By:___________________________
Xxxxxxx Xxxx, Trustee
By:___________________________ ____________ ______________
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, Trustees U/I
dtd 11/3/87 F/B/O Elkhanah
Pulitzer
By:___________________________
Xxxxxxx Xxxx, Trustee
By:___________________________ ____________ ______________
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, Trustees U/I
dtd 11/3/87 F/B/O Xxxxxx
Xxxxxxxx V
By:___________________________
Xxxxxxx Xxxx, Trustee
By:___________________________ ____________ ______________
Xxxxxxx X. Xxxxxx, Trustee
36
37
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- ----------------
Xxxxx X. Xxxxxxx and Xxxxxxx Xxxx,
Trustees of the Elkhanah Pulitzer 1998
Family Trust U/I dtd 2/9/98
By:___________________________
Xxxxx X. Xxxxxxx, Trustee
By:___________________________ ____________ ______________
Xxxxxxx Xxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, Trustees U/I
dtd 1/14/88 F/B/O
Xxxxxxxxx Xxxxxxxx Pulitzer
By:___________________________
Xxxxxxx Xxxx, Trustee
By:___________________________ ____________ ______________
Xxxxxxx X. Xxxxxx, Trustee
37
38
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- ----------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, Trustees U/I
dtd 1/14/88 F/B/O Xxxxxxx
X. Xxxxxxxx III
By:___________________________
Xxxxxxx Xxxx, Trustee
By:___________________________ ____________ _____________
Xxxxxxx X. Xxxxxx, Trustee
38
39
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- ----------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, Trustees U/I
dtd 1/14/88 F/B/O Xxxxxx
Xxxxxxxx Pulitzer
By:___________________________
Xxxxxxx Xxxx, Trustee
By:___________________________ ____________ ______________
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, Trustees U/I
dtd 1/14/88 F/B/O Xxxxxx
Xxxxxxxx
By:___________________________
Xxxxxxx Xxxx, Trustee
By:___________________________ ____________ ______________
Xxxxxxx X. Xxxxxx, Trustee
39
40
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- ----------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, Trustees U/I
dtd 3/12/96 F/B/O Xxxxxxxx
Xxxxx Xxxxxxx
By:___________________________
Xxxxxxx Xxxx, Trustee
By:___________________________ ____________ _____________
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, Trustees U/I
dtd 1/14/88 F/B/O Xxxxx
X. Xxxxxxxx
By:___________________________
Xxxxxxx Xxxx, Trustee
By:___________________________ ____________ _____________
Xxxxxxx X. Xxxxxx, Trustee
40
41
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- ----------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, Trustees U/I
dtd 5/4/90 F/B/O Xxxxxxx
Xxxxxxxx Xxxxx III
By:___________________________
Xxxxxxx Xxxx, Trustee
By:___________________________ ____________ __________
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, Trustees U/I
dtd 10/19/90 F/B/O
Xxxxxxxx Xxxx Xxxx Xxxxxxx
By:___________________________
Xxxxxxx Xxxx, Trustee
By:___________________________ ____________ __________
Xxxxxxx X. Xxxxxx, Trustee
41
42
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- ----------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, Trustees U/I
dtd 10/21/93 F/B/X
Xxxxxxx Xxxxxxx Xxxxx
By:___________________________
Xxxxxxx Xxxx, Trustee
By:___________________________ ____________ __________
Xxxxxxx X. Xxxxxx, Trustee
______________________________ ____________ __________
Xxxxxxx X. Xxxxx, as Custodian
for Xxxxxxxxx X. Xxxxx
______________________________ ____________ __________
Xxxxxxx X. Xxxxx, as Custodian
for Xxxxxxx X. Xxxxx
Xxxxx Xxxx Pulitzer, as Trustee
of the Pulitzer Family Trust
By: __________________________ ____________ __________
Xxxxx Xxxx Pulitzer, Trustee
42
43
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- ----------------
Spring Foundation
By: __________________________ ____________
Xxxxx Xxxx Pulitzer, Trustee
By:___________________________
Xxxxx X. Xxxxxxx, Trustee
By:__________________________ _____________ __________
Xxxxxxx Xxxx, Trustee
_____________________________ ____________ __________
Xxxxxxx X. Xxxxx, as Custodian
for Xxxxxxx X. Xxxxx
_____________________________ ____________ __________
Xxxxxxx X. Xxxxx, as Custodian
for Xxxxxxxxx X. Xxxxx
_____________________________ ____________ __________
Xxxxxxx X. Xxxxxxxx, as Custodian
for Xxxxxxxxx X. Xxxxxxxx
_____________________________ ____________ __________
Xxxxxxx X. Xxxxxxxx, as Custodian
for Xxxxxx X. Xxxxxxxx
00
00
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- ----------------
_____________________________ ____________ __________
Xxxxxxx X. Xxxxxxxx, as Custodian
for Xxxxxxx X. Xxxxxxxx III
______________________________ ____________ __________
Xxxxxxx X. Xxxxx, as Custodian
for Xxxx X. Xxxxx
______________________________ ____________ __________
Xxxxx X. Xxxxx, Xx., as Custodian
for Xxxxx Xxxxxxxxxx Xxxxx
______________________________ ____________ __________
Xxxxxxx X. Xxxxx, Xx., as Custodian
for Xxxx X. Xxxxx
_____________________________ ____________ __________
Xxxxx X. Xxxxx, Xx., as Custodian
for Xxxxxxx Xxxxxx Xxxxx
Xxxxx X. Xxxxx, as Trustee
Xxxxx X. Xxxxx 1998 Grantor
Annuity Trust dtd 2/5/98
By: _______________________ ____________ __________
Xxxxx X. Xxxxx, Trustee
44
45
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B Common Stock
------------ --------- ----------------
Xxxxxxx Xxxxx Pulitzer, Trustee
U/I Xxxxxxx Xxxxx Pulitzer
dtd 7/19/91
By: ________________________ ____________ __________
Xxxxxxx Xxxxx Pulitzer, Trustee
45
46
EXHIBIT A
A "Withdrawal Request" as referred to in subparagraph (a)(3)A.
of Paragraph 2 of the Voting Trust Agreement, shall be in the following form:
WITHDRAWAL REQUEST
Dated ________________, ____
To Trustees
Under Voting
Trust Agreement
Dated as of March __, 1999
("Voting Trust Agreement")
c/o Pulitzer Inc.
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
The undersigned hereby requests the withdrawal of ___________
shares of Common Stock of Pulitzer Inc. (the "Company"), into which is
convertible all or part of the shares of Class B Common Stock of the Company
represented by the enclosed Voting Trust Certificate(s) No(s).
____________________ registered in the undersigned's name, which shares of
Common Stock the undersigned has sold in accordance with the provisions of
subparagraph (a)(1)A. of Paragraph 2 of the Voting Trust Agreement.
You are authorized and directed by the undersigned to convert
into the above number of shares of Common Stock the requisite number of shares
of Class B Common Stock represented by the enclosed Voting Trust Certificate(s),
it being understood by the undersigned that, under the Company's Restated
Certificate of Incorporation, Common Stock may not thereafter be reconverted
into Class B Common Stock of the Company.
47
The undersigned hereby represents and warrants to, and agrees
with, you, the Company and First Chicago Trust Company of New York, as the
Transfer Agent for the Common Stock, that: (i) the sale of the shares of Common
Stock referred to in the first paragraph hereof is being made in compliance with
subparagraph (a)(1)A. of Paragraph 2 of the Voting Trust Agreement; (ii) the
closing of such sale will be held on ________ ___, _____ and further information
concerning the time and place of such closing, as well as the denominations and
registrations of certificates to be delivered thereat in accordance with
subparagraph (a)(3)A. of Paragraph 2 of the Voting Trust Agreement, will be
delivered to the Company, BNY Trust Company of Missouri ("the Depositary") and
the Transfer Agent not less than 48 hours prior to such closing date; (iii) all
conditions in Paragraph 2 of the Voting Trust Agreement as to the withdrawal of
the shares of Common Stock requested hereby, to be satisfied by the undersigned,
have been, or will, prior to such closing, be, satisfied, and all procedures set
forth therein, to be complied with by the undersigned, have been, or prior to
such closing will be, complied with; and (iv) any additional documents, opinions
of legal counsel, or other materials reasonably required of the undersigned by
you, the Company, the Depositary or the Transfer Agent in connection with the
matters that are the subject of this Withdrawal Request will be furnished by the
undersigned at or in advance of the closing.
-------------------------------
[Name]
cc: (1) Pulitzer Inc.
(2) Depositary
(3) Transfer Agent
-2-
48
EXHIBIT A-1
A "Withdrawal Request" as referred to in subparagraph (b) of
Paragraph 2 of the Voting Trust Agreement, shall be in the following form:
WITHDRAWAL REQUEST
Dated ________________, ____
To Trustees
Under Voting
Trust Agreement
Dated as of March __, 1999
("Voting Trust Agreement")
c/o Pulitzer Inc.
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
The undersigned hereby requests the withdrawal of ___________
shares of Common Stock of Pulitzer Inc. (the "Company"), into which is
convertible all or part of the shares of Class B Common Stock of the Company
represented by the enclosed Voting Trust Certificate(s) No(s).
____________________ registered in the undersigned's name, which shares of
Common Stock the undersigned has withdrawn in accordance with the provisions of
subparagraph (b) of Paragraph 2 of the Voting Trust Agreement.
You are authorized and directed by the undersigned to convert
into the above number of shares of Common Stock the requisite number of shares
of Class B Common Stock represented by the enclosed Voting Trust Certificate(s),
it being understood by the undersigned that, under the Company's Restated
Certificate of Incorporation, Common Stock may not thereafter be reconverted
into Class B Common Stock of the Company.
49
The undersigned hereby represents and warrants to, and agrees
with, you, the Company and First Chicago Trust Company of New York, as the
Transfer Agent for the Common Stock, that: (i) the number of shares to be
withdrawn in accordance with subparagraph (b) of Paragraph 2 of the Voting Trust
Agreement (a "Paragraph 2(b) Withdrawal"), when aggregated with all other
previous Paragraph 2(b) Withdrawals by the undersigned, does not exceed the
limitation on the number of shares of Common Stock which may be withdrawn
pursuant thereto; (ii) all conditions in Paragraph 2 of the Voting Trust
Agreement as to the withdrawal of the shares of Common Stock requested hereby,
to be satisfied by the undersigned, have been, or will, prior to such
withdrawal, be, satisfied, and all procedures set forth therein, to be complied
with by the undersigned, have been, or prior to such withdrawal will be,
complied with; and (iii) any additional documents, opinions of legal counsel, or
other materials reasonably required of the undersigned by you, the Company, BNY
Trust Company of Missouri, as Depositary, or the Transfer Agent in connection
with the matters that are the subject of this Withdrawal Request will be
furnished by the undersigned at or in advance of the withdrawal.
-------------------------------
[Name]
cc: (1) Pulitzer Inc.
(2) Depositary
(3) Transfer Agent
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EXHIBIT B
INSTRUCTION REQUEST
Dated ______________, _____
To Trustees
Under Voting
Trust Agreement
Dated as of March __, 1999
("Voting Trust Agreement")
c/o Pulitzer Inc.
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
The undersigned hereby requests that the stock certificates
representing the __________ shares of Common Stock, $.01 par value, of Pulitzer
Inc., being withdrawn from the provisions of the Voting Trust Agreement pursuant
to subparagraph (a)(1)(A). of Paragraph 2 thereof, under a Withdrawal Request
dated __________________ and duly executed and delivered to the Trustees by the
undersigned, be issued and registered in the following names and denominations.
Names Denominations
----- -------------
-------------------------------------
Name
cc: (1) Pulitzer Inc.
(2) Depositary
(3) Transfer Agent
51
EXHIBIT B-I
INSTRUCTION REQUEST
Dated ______________, _____
To Trustees
Under Voting
Trust Agreement
Dated as of March __, 1999
("Voting Trust Agreement")
c/o Pulitzer Inc.
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
The undersigned hereby requests that the stock certificates
representing the __________ shares of Common Stock, $.01 par value, of Pulitzer
Inc., being withdrawn from the provisions of the Voting Trust Agreement pursuant
to subparagraph (a)(1)B. of Paragraph 2 thereof, under a Withdrawal Request
dated __________________ and duly executed and delivered to the Trustees by the
undersigned, be issued and registered in the following names and denominations.
Names Denominations
----- -------------
-------------------------------------
Name
cc: (1) Pulitzer Inc.
(2) Depositary
(3) Transfer Agent
52
EXHIBIT B-II
INSTRUCTION REQUEST
Dated ______________, _____
To Trustees
Under Voting
Trust Agreement
Dated as of March __, 1999
("Voting Trust Agreement")
c/o Pulitzer Inc.
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
The undersigned hereby requests that the stock certificates
representing the __________ shares of Common Stock, $.01 par value, of Pulitzer
Inc., being withdrawn from the provisions of the Voting Trust Agreement pursuant
to subparagraph (b) of Paragraph 2 thereof, under a Withdrawal Request dated
__________________ and duly executed and delivered to the Trustees by the
undersigned, be issued and registered in the following names and denominations.
Names Denominations
----- -------------
-------------------------------------
Name
cc: (1) Pulitzer Inc.
(2) Depositary
(3) Transfer Agent
53
EXHIBIT C
A "Withdrawal Request" as referred to in subparagraph (b) of
Paragraph 2 of the Voting Trust Agreement, shall be in the following form:
WITHDRAWAL REQUEST
Dated ________________, ____
To Trustees
Under Voting
Trust Agreement
Dated as of March __, 1999
("Voting Trust Agreement")
c/o Pulitzer Inc.
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
The undersigned hereby requests the withdrawal of ___________
shares of Common Stock of Pulitzer Inc. (the "Company"), into which is
convertible all or part of the shares of Class B Common Stock of the Company
represented by the enclosed Voting Trust Certificate(s) No(s).
____________________ registered in the undersigned's name, which shares of
Common Stock the undersigned has withdrawn in accordance with the provisions of
subparagraph (b) of Paragraph 2 of the Voting Trust Agreement.
You are authorized and directed by the undersigned to convert
into the above number of shares of Common Stock the requisite number of shares
of Class B Common Stock represented by the enclosed Voting Trust Certificate(s),
it being understood by the undersigned that, under the Company's Restated
Certificate of Incorporation, Common Stock may not thereafter be reconverted
into Class B Common Stock of the Company.
54
The undersigned hereby represents and warrants to, and agrees
with, you, the Company and First Chicago Trust Company of New York, as the
Transfer Agent for the Common Stock, that: (i) the number of shares to be
withdrawn in accordance with subparagraph (b) of Paragraph 2 of the Voting Trust
Agreement (a "Paragraph 2(b) Withdrawal"), when aggregated with all other
previous Paragraph 2(b) Withdrawals by the undersigned, does not exceed the
limitation on the number of shares of Common Stock which may be withdrawn
pursuant thereto; (ii) all conditions in Paragraph 2 of the Voting Trust
Agreement as to the withdrawal of the shares of Common Stock requested hereby,
to be satisfied by the undersigned, have been, or will, prior to such
withdrawal, be, satisfied, and all procedures set forth therein, to be complied
with by the undersigned, have been, or prior to such withdrawal will be,
complied with; and (iii) any additional documents, opinions of legal counsel, or
other materials reasonably required of the undersigned by you, the Company, BNY
Trust Company of Missouri, as Depositary, or the Transfer Agent in connection
with the matters that are the subject of this Withdrawal Request will be
furnished by the undersigned at or in advance of the withdrawal.
-------------------------------
[Name]
cc: (1) Pulitzer Inc.
(2) Depositary
(3) Transfer Agent
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EXHIBIT D
GENERAL PLEDGE AGREEMENT
As collateral security for the payment of all indebtedness,
obligations or liabilities of the undersigned to ______________________________
__________________ ("Bank"), under the ___________________ dated the date hereof
(the "Loan Agreement") between the undersigned and Bank and for the payment of
the Promissory Note ("Note") executed by the undersigned pursuant thereto
(collectively called "liabilities"), the undersigned hereby pledges and delivers
and/or gives to Bank a general lien upon and/or right of set-off as to the
following: all the securities, hereinafter set forth and described in the
Collateral Schedule (as defined herein), together with all stock splits, stock
dividends or other distributions of stock or other securities thereon
(collectively the "collateral security"). Any reference herein to the Collateral
Schedule shall mean and be deemed to include the Collateral Schedule executed by
the undersigned and delivered to Bank concurrently herewith and any additional
or superseding Collateral Schedule executed and delivered by the undersigned in
favor of and to Bank, provided Bank shall have delivered a copy thereof to the
Voting Trustees under the Voting Trust Agreement referred to below by delivery
to the individual(s) designated to receive notice on behalf of the Voting
Trustees pursuant to Paragraph 2(e) of the Voting Trust Agreement.
If at any time any collateral security shall become
unsatisfactory to Bank by reason of decline in value thereof in the opinion of
Bank, or for any other reason, the Bank may demand at any time or from time to
time the pledge and deposit with Bank of such additional collateral security, or
such payment on account, as will be satisfactory to Bank in accordance with the
Loan Agreement.
Subject to the provisions of the Power of Attorney granted by
the undersigned to Bank on the date thereof (the "Power of Attorney") and the
provisions of Paragraphs 2 and 5 of the Voting Trust Agreement referred to
therein (the "Voting Trust Agreement"), upon the occurrence of an Event of
Default under the Loan Agreement, Bank may (1) appropriate and apply toward the
payment and discharge of any such liability, moneys on deposit or otherwise held
by Bank for the account of, to the credit of, or belonging to the undersigned,
(2) sell or cause to be sold any collateral security, and (3) exercise any or
all the rights and remedies of a secured party under the Uniform Commercial Code
of the State of ___________ (the "Code"). Any sale of collateral may be made
without demand of performance and any requirement of the Code for reasonable
notice to the undersigned shall be met if such notice is mailed, postage
prepaid, to the undersigned at his address as it appears herein or as last shown
on the records of Bank at least five business days before the time of sale,
disposition or other event giving rise to the notice. The undersigned agrees it
shall be reasonable for the Bank to sell the collateral security on credit for
present or future delivery without any assumption of any credit risk. In case of
a public sale, notice published by Bank for ten days in a newspaper of general
circulation in the city of _____________ shall be sufficient. The proceeds of
any sale, or sales, of collateral security shall be applied by Bank in the
following order: (1) to expenses, including expense for any legal services,
arising from the enforcement of any of the
56
provisions hereof, or of any of the liabilities, or of any actual or attempted
sale; (2) to the payment of or the reduction of any liability of any of the
undersigned to Bank with the right of Bank to distribute or allocate such
proceeds as Bank shall elect, and its determination with respect to such
allocation shall be conclusive, however making proper rebate of interest or
discount in case of allocation to any item not due; (3) to the payment of any
surplus remaining after payment of the amounts mentioned, to the undersigned or
to whomsoever may be lawfully entitled thereto. If any deficiency arises upon
any such sale or sales, the undersigned agrees to pay the amount of such
deficiency promptly upon demand with legal interest. Notwithstanding that Bank
may continue to hold the collateral security and regardless of the value
thereof, the undersigned shall be and remain liable for the payment in full of
principal and interest of any balance of the liabilities and expenses any time
unpaid.
Subject to compliance with the provisions of the Loan
Agreement, the Power of Attorney and Paragraphs 2 and 5 of the Voting Trust
Agreement (including, without limitation, restrictions on the ability to sell or
transfer the Voting Trust Certificate described in the Collateral Schedule, the
shares of Class B Common Stock represented thereby, or the shares of Common
Stock into which the Class B Common Stock may be converted), at any time,
whether prior to or after default in the payment of any liability of the
undersigned to Bank, Bank may at its option, but shall not be obligated to, (1)
have transferred to or registered in the name of Bank or its nominee or
nominees, any collateral security and thereafter exercise all rights with
respect thereto as the absolute owner thereof, without notice or liability to
the undersigned, except to account for money or property actually received by
Bank; provided, however, that Bank may treat all cash proceeds as additional
collateral and such proceeds need not be applied to the reduction of the
liability of the undersigned unless Bank so elects; (2) in Bank's name, or in
the name of the undersigned, demand, xxx for, collect, and receive money,
securities or other property which may at any time be payable or receivable on
account of or in exchange for any collateral security, or make any compromise or
settlement that Bank considers desirable with respect thereto or renew or extend
the time of payment or otherwise modify the terms of any obligation included in
the collateral security; provided, however, it is expressly agreed that the Bank
shall not be obligated to take any step to preserve rights against prior parties
on any of the collateral, and that reasonable care of the collateral shall not
include the taking of any such step; (3) foreclose the lien of any security
interest included in the collateral security and become the purchaser of any
property constituting the security without thereby affecting any liability of
the undersigned to Bank; (4) transfer any liability and any security therefor of
the undersigned, Bank being thereafter fully discharged from every claim and
responsibility with respect to any such collateral security so transferred; and
(5) surrender or deliver, without further liability on the part of the Bank to
account therefor, all or any part of the collateral security to or upon the
written order of the undersigned, permit substitutions therefor or additions
thereto, and accept the receipt of the undersigned for any collateral security,
or proceeds thereof, which receipt shall be a full and complete discharge of
Bank as to the undersigned with respect to the collateral so delivered and
proceeds so paid.
As additional security, the undersigned agrees that: (i) he
will execute and deliver to Bank a Power of Attorney, substantially in the form
of Schedule 1 hereto which empowers Bank, upon the occurrence of the
circumstances set forth therein, to execute in undersigned's name the
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57
Withdrawal Request (the "Withdrawal Request") and the Instruction Request (the
"Instruction Request"), substantially in the form of Exhibits A and B,
respectively, to the Voting Trust Agreement; (ii) he will execute such other
documents and deliver such additional instructions as may be reasonably
requested by Bank in order to implement the foregoing; (iii) he will not tender
any other Withdrawal Request without the prior written consent of Bank until all
obligations and liabilities to the Bank shall have been repaid and this
Agreement terminated; and (iv) he will not request from the Voting Trustees
under the Voting Trust Agreement that they issue to him a duplicate Voting Trust
Certificate in respect of any Voting Trust Certificate held by Bank hereunder
until the obligations and liabilities under the Note shall have been repaid and
satisfied and this Agreement terminated.
Subject to the provisions of the Loan Agreement, the Power of
Attorney and Paragraphs 2 and 5 of the Voting Trust Agreement, the rights and
powers of Bank under this Agreement (1) are cumulative and do not exclude any
other right which Bank may have independent of this Agreement; and (2) may be
exercised or not exercised at the discretion of Bank (i) without regard to any
rights of the undersigned, (ii) without forfeiture or waiver because of any
delay in the exercising thereof, (iii) without imposing any liability on Bank
for so exercising or failing to exercise, and (iv) in the event of a single or
partial exercise thereof, without precluding further exercise thereof.
No delay or omission on the part or the Bank in exercising any
right hereunder shall operate as a waiver of such right or of any other right
hereunder and no waiver shall be construed as a bar to or waiver of any right or
remedy in the future.
Rights and powers of Bank under this Agreement shall inure to
the benefit of its successors and assigns and any assignee of any liability
secured hereby. Any liability of any of the undersigned hereunder shall be
binding upon the heirs, legal representatives, successors and assigns of such
undersigned.
Revocation or termination of this Agreement, whether by
operation of law or otherwise, shall be effective only when written notice
thereof shall have been received by Bank, but no such revocation or termination
shall affect or impair the pledge of collateral security or the lien thereby
created as to any liability secured hereby at the time of receipt by Bank of
such notice.
Address _____________________ __________________________________
Pledgor
_____________________________
Date: ______________ __, ______
-3-
58
SCHEDULE 1 TO
GENERAL PLEDGE AGREEMENT
IRREVOCABLE POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned,
_____________________________, does hereby make, constitute and appoint
_______________________________________________ ("Bank") or its designee as his
true and lawful agent and attorney-in-fact, for and in the name, place and stead
of the undersigned upon the occurrence of an Event of Default under the
____________ Agreement entered into as of the date hereof between Bank and the
undersigned (the "Loan Agreement"):
1. To sell all, or part of, the undersigned's interest in the
shares of Class B Common Stock of Pulitzer Inc. (the "Company") represented by
Voting Trust Certificate No. VT ___ to a Permitted Transferee (as that term is
defined in the Company's Restated Certificate of Incorporation).
2. To complete and execute the Withdrawal Request and
Instruction Request, attached as Exhibits A and B, respectively, to the Voting
Trust Agreement dated as of March __, 1999 by and among certain stockholders of
the Company and the Trustees named therein (the "Voting Trust Agreement"), with
such date and sale closing date, in the case of the Withdrawal Request, and such
number of shares, in the case of the Instruction Request, as Bank deems
appropriate; to execute and deliver said Withdrawal Request and Instruction
Request in accordance with the provisions of Paragraph 2 of the Voting Trust
Agreement; and to withdraw pursuant to such Withdrawal Request, from the Voting
Trust created by the Voting Trust Agreement, such number of shares of Common
Stock of the Company into which the shares of Class B Common Stock then
represented by Voting Trust Certificate No. VT ___ may be converted, subsequent
to such conversion as provided in the Voting Trust Agreement and said Withdrawal
Request and Instruction Request, as shall be necessary, as determined by Bank in
its sole discretion, to satisfy the obligations of the undersigned to Bank under
the Loan Agreement and the General Pledge Agreement entered into on the date
hereof between Bank and the undersigned;
3. To sell such shares of Common Stock of the Company in
accordance with the provisions of Paragraphs 2 and 5 of the Voting Trust
Agreement; and
4. To comply otherwise with the provisions of the Voting Trust
Agreement, Withdrawal Request and Instruction Request in order to effect the
transactions contemplated hereby on behalf of the undersigned for the benefit of
Bank.
In consideration for and in reliance upon the powers granted
by the undersigned, Bank has entered into the Loan Agreement with the
undersigned. The powers hereby conferred are coupled with an interest and shall
continue in full force and effect and be binding upon the
A-1
59
undersigned and his heirs, assigns and legal representatives, and shall not be
revoked by the undersigned until the undersigned has fulfilled all his
obligations under the Loan Agreement, or any renewal, extension, amendment,
restatement or modification thereof, and the Loan Agreement, or any renewal,
extension, amendment, restatement or modification thereof, is cancelled.
This irrevocable power of attorney shall not be affected by
the subsequent disability or incapacity of the undersigned and shall in all
respects constitute a durable power of attorney.
Executed this ______ day of ______________, ____.
-----------------------------------
ACKNOWLEDGEMENT
STATE OF )
) SS.
COUNTY OF )
On this _____ day of ___________, , before me personally
appeared ________________________ known to me to be the person who executed the
foregoing Irrevocable Power of Attorney and said ___________________
acknowledged to me that he executed the same as his free act and deed.
----------------------------------
Notary Public
A-2
60
EXHIBIT E
ACKNOWLEDGEMENT
The undersigned, on behalf of all the Voting Trustees
("Trustees"), under that certain Voting Trust Agreement dated as of March __,
1999 ("Voting Trust Agreement"), hereby acknowledges the pledge of Voting Trust
Certificate No. VT ___ by ________________________ ("Borrower") to
_______________________ __________________________ ("Bank") pursuant to the
General Pledge Agreement dated _____________ __, ____ ("Pledge Agreement") in
connection with the ____________________________ dated ___________ __, ____,
between Borrower and Bank (the "Loan Agreement").
The undersigned, on behalf of all the Trustees, further
acknowledges Bank's rights under the Power of Attorney dated ____________ __,
____ granted by Borrower to Bank (the "Power of Attorney"), attached as Schedule
1 to the Pledge Agreement.
Notwithstanding any provision contained in the Voting Trust
Agreement to the contrary, until such time as the Loan Agreement is terminated,
the Note referred to therein is paid, and the Trustees have confirmed such facts
with the Bank, the undersigned, on behalf of all the Trustees, agrees that:
(i) the Trustees and the Trust established under the
Voting Trust Agreement (the "Trust") shall not honor
any Withdrawal Request with respect to the shares of
Class B Common Stock evidenced by Voting Trust
Certificate No. VT ___ issued under the Trust or any
shares of Common Stock issuable upon conversion
thereof, other than those Withdrawal Requests and
Instruction Requests executed by Bank pursuant to the
Power of Attorney;
(ii) the Trustees and the Trust shall not issue a new
Voting Trust Certificate or replacement Voting Trust
Certificate with respect to the shares evidenced by
Voting Trust Certificate No. VT ___ except at the
request and direction of Bank as pledgee of Voting
Trust Certificate No. VT ___;
(iii) in the event any provision (including any amendment),
or the termination, of the Voting Trust Agreement,
whether by expiration of time, affirmative vote of
the beneficiaries of the Trust or otherwise,
necessitates a distribution of shares, warrants,
options or other securities of the Company, or any
successor
61
or affiliated entity of the Company, all those
securities which are to be distributed with respect
to Voting Trust Certificate No. VT ___ shall be
delivered to Bank as pledgee of Voting Trust
Certificate No. VT ___; and
(iv) the Trustees and the Trust shall otherwise honor
Bank's rights and powers under and in accordance with
the Power of Attorney and the Pledge Agreement.
--------------------------------------------
As Attorney-In-Fact for the Voting Trustees
-2-
62
EXHIBIT F
VOTING TRUST CERTIFICATE
No. _____ ______ Shares of Class B
Common Stock
PULITZER INC.
Incorporated under the Laws of the State of Delaware
THIS IS TO CERTIFY THAT, subject to the provisions hereof and of the
Voting Trust Agreement hereinafter mentioned, on the surrender hereof, properly
endorsed, ________________, will be entitled to receive on the _____ day of
March, 2009, or on the earlier termination of the Voting Trust Agreement, as
therein provided, a certificate or certificates, expressed to be fully-paid and
non-assessable, for ________ shares of Class B Common Stock, represented by this
Certificate, of Pulitzer Inc. (hereinafter called the "Company"), a corporation
organized and existing under the laws of the State of Delaware, or its
successor, and in the event of a withdrawal of Common Stock pursuant to a
Withdrawal Request as contemplated by Paragraph 2 of the Voting Trust Agreement,
will be entitled to receive a certificate or certificates for the Common Stock
so withdrawn under the terms and conditions set forth in such Paragraph 2, and
in the meantime, subject to the provisions of the Voting Trust Agreement, is
entitled to receive payments equal and of like character to the dividends, if
any, received by the Trustees upon the number of shares of Class B Common Stock
held by the Trustees for the Depositing Stockholder, less such charges and
expenses as are authorized by the Voting Trust Agreement to be deducted
therefrom and less any income or other taxes required by law to be deducted
therefrom; provided, however, such
63
dividends, if received by the Trustees in Class B Common Stock, shall be payable
in Voting Trust Certificates for such stock. If the Trustees shall exercise on
behalf of any holder of Voting Trust Certificates any right to subscribe to
Class B Common Stock, in accordance with the provisions of the Voting Trust
Agreement, the Trustees shall issue Voting Trust Certificates in respect
thereof.
Until actual delivery of the stock certificates called for
hereby following the termination of the Voting Trust Agreement (or in the case
of Common Stock properly withdrawn pursuant to a Withdrawal Request until actual
delivery of the stock certificates for such withdrawn Common Stock), the
Trustees, upon the terms and subject to the provisions stated in the Voting
Trust Agreement, shall possess and shall be entitled to exercise all rights and
powers of the owners of such Class B Common Stock to vote for every purpose and
to consent to any and all corporate acts of the Company, except as such right is
expressly limited by the terms of the Voting Trust Agreement; it being expressly
stipulated that except as expressly provided in the Voting Trust Agreement, no
right to vote such Class B Common Stock and no right to consent or be consulted
in respect of such Class B Common Stock is created or passes to any holder
hereof by or under this Certificate or by or under any agreement express or
implied.
This Certificate is issued under and pursuant to, and the
rights of each successive holder hereof are subject to and limited by, the terms
and provisions of a certain Voting Trust Agreement, dated as of the ____ day of
March, 1999, between certain owners of Class B Common Stock of the Company and
Xxxx X. Xxxxxxxx, Xxxxx X. Xxxxx, Xxxxx Xxxx Pulitzer, Xxxxxxx X. Xxxxxxxx,
Xxxxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx, as Trustees (herein referred to, and
as it may be amended from time to time, the "Voting Trust Agreement"), one copy
of which is on file at
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64
the principal office of the Company at St. Louis, Missouri and one copy of which
is on file in the registered office of the Company in the State of Delaware.
Each holder of this Certificate by the acceptance hereof assents and agrees to
be bound by all the provisions of the Voting Trust Agreement.
This Certificate is not transferable whether by sale,
assignment, gift, bequest, appointment or otherwise by the holder of record
hereof except to a Permitted Transferee (as that term is defined in the
Company's Restated Certificate of Incorporation) of the Company's Class B Common
Stock, subject to such regulations as may be established by the Trustees for
that purpose, upon surrender hereof at the office of the Trustees, properly
endorsed for transfer, and the Trustees may treat the holder of record hereof as
the owner of this Certificate for all purposes. Every transferee of this
Certificate shall by the acceptance hereof become a party to the Voting Trust
Agreement with like force and effect as though an original party thereto and
shall be embraced within the meaning of the term "Depositing Stockholders"
wherever used therein.
Notwithstanding anything to the contrary set forth herein,
this Certificate may be pledged in accordance with, and subject to the
limitations of, the terms of the Voting Trust Agreement.
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 charges
applicable to such transfer or delivery.
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65
The Voting Trust Agreement and this Certificate may be amended
at any time and from time to time in the manner therein provided by the Trustees
with the consent in writing of the holders of sixty-six and two-thirds percent
(66-2/3%) in interest of the then issued and outstanding Voting Trust
Certificates; provided, however, that no amendment which shall have the effect
of extending the time for termination of the Voting Trust Agreement shall be
made without the consent in writing of the holders of all the then issued and
outstanding Voting Trust Certificates. The Voting Trust Agreement and the trust
created thereunder shall terminate upon the dissolution of the Company and 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 then issued and
outstanding Voting Trust Certificates.
IN WITNESS WHEREOF, the Trustees have caused this Certificate
to be signed on their behalf by one of their number and countersigned by their
duly authorized Agent.
Dated: __________________________
XXXX X. XXXXXXXX
XXXXX X. XXXXX
COUNTERSIGNED: XXXXX XXXX PULITZER
BNY TRUST COMPANY OF MISSOURI XXXXXXX X. XXXXXXXX
Agent XXXXXX X. XXXXXXX
XXXXXX X. XXXXXXXXX
By: _____________________________
Authorized Officer
VOTING TRUSTEES
By: ___________________________
A Voting Trustee
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(FORM OF ASSIGNMENT FOR REVERSE SIDE
OF VOTING TRUST CERTIFICATE)
FOR VALUE RECEIVED, _________________________ hereby sells,
assigns and transfers unto ____________________ the within Certificate and all
rights and interests thereby and does hereby irrevocably constitute and appoint
__________________ attorney to transfer such certificate on the books of the
Trustees under the Voting Trust Agreement within referred to, with full power of
substitution in the premises.
Date: _______________________
___________________________
Name
In the presence of:
_____________________
Name
