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EXHIBIT 1
VOTING TRUST AGREEMENT
AGREEMENT dated as of the 18th 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
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 PostDispatch 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
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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:
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 18th 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.
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 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.
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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 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
splitinterest 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
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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.
(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.
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,
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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 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
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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
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 (which approval the Trustees shall not unreasonably withhold), 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 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.
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(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 the pledge, or 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 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.
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.
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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 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
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issue. The Trustees may, in their absolute discretion, name a new or other
Depositary to hold said shares and deliver such shares to any such new or other
Depositary. No Depositary hereunder shall incur any liability to any of the
parties hereto or to any assignee of the Voting Trust Certificates except for
failure to exercise ordinary care in the performance of the duties of
Depositary.
Any Depositary acting hereunder shall be entitled to compensation in
such amount as may be fixed from time to time by the Trustees, and shall be
reimbursed for all expenses, including counsel fees and liabilities incurred in
connection with its duties hereunder.
DIVIDENDS
7. The holder of each Voting Trust Certificate shall be entitled during
the life of this Voting Trust, except as hereinafter provided, to receive from
time to time payments equal to the dividends payable in money, if any, received
by the Trustees on a number of shares of Class B Common Stock of the Company
equal to that called for by such Voting Trust Certificate, less such charges and
expenses as are herein authorized to be deducted therefrom and less any income
or other taxes required by law to be deducted therefrom.
The Trustees, instead of themselves receiving and disbursing dividends,
may instruct the Company to pay the amount of any dividends upon the shares of
Class B Common Stock held by such Trustees hereunder to which such Trustees from
time to time become entitled directly to the holders of the outstanding Voting
Trust Certificates after deducting any charges and expenses authorized herein
and any income or other taxes required by law to be deducted therefrom. Payments
in respect of each such dividend shall be made according to their respective
interests to the holders of outstanding Voting Trust Certificates registered as
such at the close of business on the date fixed by the Trustees as a record date
for the determination of the Voting Trust Certificate holders entitled to
receive payments in respect of such dividends, or, if the Trustees have not
fixed such date, to the holders of outstanding Voting Trust Certificates
registered as such at the close of business on the date fixed by the Company for
the taking of a record to determine those holders of its Class B Common Stock
entitled to receive such dividend; provided, however, that the Trustees may at
any time or from time to time thereafter instruct the Company to make payment in
respect of such dividends to such Trustees.
At the termination of this Voting Trust, the Trustees shall continue to
hold the Class B Common Stock of the Company represented by any Voting Trust
Certificate or Certificates issued and outstanding under this agreement and any
dividend received on such Class B Common Stock until the surrender of such
Voting Trust Certificate or Certificates by the holder or holders thereof.
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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 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 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
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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 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.
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PULITZER 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 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.
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 PostDispatch) 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
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positions of Chairman of the Board, Chief Executive Officer and Senior Vice
President-Finance and the position of Editor - St. Louis PostDispatch 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.
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.
13
14
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.
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").
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15
The Depositing Stockholders accordingly do expressly agree that the
Compensated Trustees may continue to receive such compensation, of whatever
character, as is provided by their existing contracts, if any, with the Company
or its subsidiaries, with complete propriety and without disqualifying
themselves to act as Trustees hereunder; and they do further expressly agree
that upon the expiration of the existing contracts, if any, with the Compensated
Trustees, or sooner by mutual agreement, the Company, or its subsidiaries and
such Compensated Trustees, may enter into new contracts which may change or
increase their compensation, because of changing circumstances and
responsibilities. The Depositing Stockholders recognize that it would be unfair
to limit in any way the right of the Compensated Trustees to adequate
compensation for their services to the Company or its subsidiaries. The
Depositing Shareholders further recognize that, in order to carry out the
purposes of this agreement, it is, or may be, necessary that the Compensated
Trustees act at the same time as Trustees hereunder, as Directors of the
Company, and as officers, consultants or employees of the Company or its
subsidiaries; and they do agree that the qualifications or eligibility of the
Compensated Trustees so to act in any of these capacities shall not be impaired
by reason of the fact that they act in the other capacities also. All and
singular the provisions of this paragraph shall apply with equal force to any
and all successor Trustees under the provisions of Paragraph 13 hereof.
The Compensated Trustees shall not be entitled to compensation for
their services as Trustees hereunder, but the successor or successors to Xxxxx
Xxxx Pulitzer, Xxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxx designated as provided in
the first paragraph of Paragraph 13 hereof shall be entitled to compensation for
their services hereunder equal to the compensation paid by the Company to its
outside directors for their services to the Company as directors.
16. In voting or giving directions for voting the shares of Class B
Common Stock deposited hereunder or in exercising any consent with respect
thereto, the Trustees will exercise their best judgment, guided by the Statement
of Policy, as set forth in the preamble hereto, from time to time, to select
suitable Directors of the Company to the end that the affairs of the Company
shall be properly managed in the interest of its stockholders, and in voting or
giving directions for voting and acting on other matters for stockholders'
action the Trustees will exercise like judgment, guided by the Statement of
Policy; provided, however, that the Trustees assume no responsibility in respect
of such management or in respect to any action taken by them or taken in
pursuance of their consent thereto, or in pursuance of their votes, and no
Trustee shall incur or be under any liability as the holder of securities of the
Company as Trustee, fiduciary or otherwise, by reason of any error of law or any
error in the construction of this agreement or of any matter or thing done or
suggested or omitted to be done in this agreement, except for his own individual
malfeasance or wilful neglect.
No bond shall be required of any Trustee for the performance of his
services as such.
15
16
GENERAL PROVISIONS
17. This agreement and all covenants herein contained shall inure to
the benefit of and be binding upon the parties hereto, their heirs, executors,
administrators, successors and assigns.
18. Any written notice required to be given under this agreement shall
be deemed to have been given and received if deposited in the United States mail
in a postpaid wrapper addressed as follows:
In case of a notice to the Trustees or to the Company, addressed to the
Trustees or to the Company, as the case may be, at the office of the Company.
In case of a notice to a Voting Trust Certificate holder, addressed to
such Certificate holder at his or her last address appearing on the records of
the Trustees.
19. This agreement and the Voting Trust Certificates issued hereunder
may be amended upon the consent in writing of the holders of sixty-six and
two-thirds percent (66-2/3%) in interest of the Voting Trust Certificates then
issued and outstanding under this agreement; provided, however, that no
amendment which shall have the effect of extending the time for termination of
this Voting Trust Agreement shall be made without the consent in writing of the
holders of all the then issued and outstanding Voting Trust Certificates.
20. This agreement shall be binding upon each of the parties executing
the same from the date of its execution by such party. The trust created
hereunder shall be effective as of the date hereof, and this agreement and the
trust created hereunder shall remain in full force and effect until the 18th 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.
16
17
25. This agreement may be executed by the parties herein, or any of
them, in any number of counterparts, with the same force and effect as if they
had all executed the same instrument.
26. The definitions herein shall apply equally to both the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms.
POWER OF ATTORNEY
27. In order to facilitate the execution and filing with the Securities
and Exchange Commission of a Schedule 13-D, including any and all amendments
thereto, with respect to this Voting Trust, each of the Depositing Stockholders
hereby grants to each of the Trustees and Xxxxx X. Xxxxxxx the following power
of attorney for the limited purposes set forth herein.
Each of the Depositing Stockholders hereby irrevocably constitutes and
appoints each of the Trustees and Xxxxx X. Xxxxxxx (individually, the
"Attorney"), acting singly, the true and lawful agent and attorney-in-fact of
the Depositing Stockholder, with full power and authority, in the Depositing
Stockholder's name, place and stead, to execute and deliver, on behalf of the
Depositing Stockholder at any time a Schedule 13-D, or any and all amendments
thereto, with all exhibits thereto and other documents in connection therewith,
as required by the securities laws, the execution and delivery by the Attorney
of such Schedule 13-D or amendments thereto being conclusive evidence that such
execution and delivery were authorized hereby.
It is expressly understood and intended by each of the Depositing
Stockholders that the power of attorney granted in this Paragraph 27 (the "13-D
Power of Attorney") is coupled with an interest, is irrevocable and shall in all
respects constitute a durable power of attorney. This 13-D Power of Attorney
shall survive the death or incapacity of the Depositing Stockholder, or if the
Depositing Stockholder is a partnership, corporation, trust or other entity, the
dissolution, liquidation or termination thereof, or the assignment of any or all
of the Depositing Stockholder's Voting Trust Certificates. This 13-D Power of
Attorney shall terminate upon the later 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.
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18
IN WITNESS WHEREOF, the Trustees and the Depositing Stockholders have
hereunto set their hands and seals as of the day and year first above written.
TRUSTEES
/s/ Xxxx X. Xxxxxxxx
----------------------------
Xxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxx
----------------------------
Xxxxx X. Xxxxx
/s/ Xxxxx Xxxx Pulitzer
----------------------------
Xxxxx Xxxx Pulitzer
/s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
----------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Xxxxxx X. Xxxxxxxxx
18
19
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: 10,560
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: 5,929,733
Xxxxxxx Xxxx, Trustee ---------
41,114
Xxxxx Xxxx Pulitzer ---------
Xxxxx Xxxx Pulitzer, as Trustee
of the Pulitzer Family Trust
By: 330,260
Xxxxx Xxxx Pulitzer ---------
3,045,438
Xxxxx X. Xxxxx ---------
Xxxxx X Xxxxx, Tr. Xxxxx X. Xxxxx
1998 Grantor Annuity Trust
dtd 2/5/98
19
20
By: 651,231
Xxxxx X. Xxxxx, Trustee ---------
Xxxxxxx X. Xxxxxxxx, Tr.
U/A dtd 3/22/82 F/B/O
Xxxxxxx X. Xxxxxxxx
By: 3,391,683
Xxxxxxx X. Xxxxxxxx, Trustee ---------
Xxxxxxx X. Xxxxxx, as Trustee
U/A dtd 8/16/83 F/B/O
Xxxxxxx X. Xxxxxxxx
By: 46, 170
Xxxxxxx X. Xxxxxx, Trustee ---------
20
21
The Ceil and Xxxxxxx X.
Xxxxxxxx Foundation, Inc.
By: 37,780
Xxxxxxx X. Xxxxxxxx, President ---------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 11/3/87 F/B/O Xxxxxx
Xxxxxxxx
By:
Xxxxxxx Xxxx, Trustee
21
22
By: 9,132
Xxxxxxx X. Xxxxxx, Trustee ---------
Xxxxx X. Xxxxxxx and Xxxxxxx
Xxxx, Trustee Xxxxxx Xxxxxxxx
1998 Family Trust U/I dtd
2/9/98
By:
Xxxxx X. Xxxxxxx
By: 4,187
Xxxxxxx Xxxx, Trustee ---------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 11/3/87 F/B/O Xxxxxx
Xxxxxxxx
By:
Xxxxxxx Xxxx, Trustee
By: 8,427
Xxxxxxx X. Xxxxxx, Trustee ---------
22
23
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 11/3/87 F/B/O Elkhanah
Pulitzer
By:
Xxxxxxx Xxxx, Trustee
By: 9,132
Xxxxxxx X. Xxxxxx, Trustee ---------
Xxxxx X. Xxxxxxx and Xxxxxxx
Xxxx, Trustee Elkhana Pulitzer
1998 Family Trust U/I dtd
2/9/98
By:
Xxxxx X. Xxxxxxx
By: 4,187
Xxxxxxx Xxxx, Trustee ---------
23
24
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 11/3/87 F/B/O Xxxxxx
Xxxxxxxx V
By:
Xxxxxxx Xxxx, Trustee
By: 8,427
Xxxxxxx X. Xxxxxx, Trustee ---------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 10/19/90 F/B/O
Xxxxxxxx Xxxx Xxxx Xxxxxxx
By:
Xxxxxxx Xxxx, Trustee
By: 5,408
Xxxxxxx X. Xxxxxx, Trustee ---------
24
25
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 3/12/96 F/B/O
Xxxxxxxx Xxxxx Xxxxxxx
By:
Xxxxxxx Xxxx, Trustee
By: 1,180
Xxxxxxx X. Xxxxxx, Trustee ---------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O Xxxxxxx
X. Xxxxxxxx III
By:
Xxxxxxx Xxxx, Trustee
By: 6,094
Xxxxxxx X. Xxxxxx, Trustee ---------
25
26
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O Xxxxxx
Xxxxxxxx Pulitzer
By:
Xxxxxxx Xxxx, Trustee
By: 6,094
Xxxxxxx X. Xxxxxx, Trustee ---------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O Xxxxxx
Xxxxxxxx
By:
Xxxxxxx Xxxx, Trustee
By: 6,369
Xxxxxxx X. Xxxxxx, Trustee ---------
26
27
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O Xxxxx
X. Xxxxxxxx
By:
Xxxxxxx Xxxx, Trustee
By: 6,369
Xxxxxxx X. Xxxxxx, Trustee ---------
Xxxxxxx Xxxx and Xxxxxxx X. Xxxxxx
as Trustees U/I
dtd 1/14/88 F/B/O
Xxxxxxxxx Xxxxxxxx Pulitzer
By:
Xxxxxxx Xxxx, Trustee
By: 6,094
Xxxxxxx X. Xxxxxx, Trustee ---------
27
28
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 10/21/93 F/B/X
Xxxxxxx Xxxxxx Xxxxx
By:
Xxxxxxx Xxxx, Trustee
By: 2,649
Xxxxxxx X. Xxxxxx, Trustee ---------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 5/4/90 F/B/O Xxxxxxx
Xxxxxxxx Xxxxx III
By:
Xxxxxxx Xxxx, Trustee
By: 5,408
Xxxxxxx X. Xxxxxx, Trustee ---------
28
