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EXHIBIT 2
PULITZER VOTING AGREEMENT
PULITZER VOTING AGREEMENT (this "Agreement"), dated May 25, 1998,
among Hearst-Argyle Television, Inc., a Delaware corporation ("Acquiror"), and
each of the stockholders of Pulitzer Publishing Company, a Delaware corporation
(the "Company"), listed on Schedule I hereto (each a "Stockholder" and,
collectively, the "Stockholders").
W I T N E S S E T H:
WHEREAS, concurrently herewith, Acquiror and the Company are entering
into an Agreement and Plan of Merger (as such agreement may hereafter be amended
from time to time, the "Merger Agreement"), pursuant to which the Company will
be merged with and into Acquiror (the "Merger"); and
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Acquiror has required that the Stockholders agree, and the
Stockholders have agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Definitions. Capitalized terms used and not defined herein have
the respective meanings ascribed to them in the Merger Agreement. For purposes
of this Agreement:
(a) "Company Stock" shall mean at any time, collectively, the
Company Common Stock and the Company Class B Common Stock.
(b) "Beneficially Own" or "Beneficial Ownership" with respect to
any securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), including pursuant to any agreement, arrangement
or understanding, whether or not in writing. Notwithstanding the foregoing,
securities Beneficially Owned by a Person shall not include securities which are
actually owned by other Persons but which such Person may be deemed to
Beneficially Own under Rule 13d-3 under the Exchange Act solely because such
Person may be deemed to be part of a "group" with such other Persons as within
the meaning of Section 13(d)(3) of the Exchange Act.
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2. Provisions Concerning Company Stock.
(a) Each Stockholder hereby agrees that during the period
commencing on the date hereof and continuing until the first to occur of the
Effective Time or the date on which the Merger Agreement is terminated in
accordance with its terms, at any meeting of the holders of Company Stock,
however called, or in connection with any written consent of the holders of
Company Stock, such Stockholder shall vote (or cause to be voted) all shares of
Company Stock held of record or Beneficially Owned by such Stockholder, whether
heretofore owned or hereafter acquired (collectively, the "Shares"), (i) in
favor of the Merger, the execution and delivery by the Company of the Merger
Agreement and the Contribution Agreement, and the approval of the terms thereof,
and each of the other transactions and actions contemplated by the Merger
Agreement (and the matters related to the consummation thereof), the
Contribution Agreement and this Agreement and any actions required in
furtherance thereof and hereof; (ii) against any action or agreement that would
result in a breach in any respect of any covenant, representation or warranty or
any other obligation or agreement of the Company under the Merger Agreement, the
Contribution Agreement or this Agreement or that would result in any of the
conditions to the obligations of the Company under the Merger Agreement not
being fulfilled; and (iii) except as otherwise agreed to in writing in advance
by Acquiror, against the following actions (other than the Merger and the
transactions contemplated by the Merger Agreement and the Contribution
Agreement): (A) any extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving the Company or its
Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of
the Company or its Subsidiaries, or a reorganization, recapitalization,
dissolution or liquidation of the Company or its Subsidiaries; (C) any change in
a majority of the Persons who constitute the board of directors of the Company;
(D) any change in the present capitalization of the Company or any amendment of
the Company's Certificate of Incorporation or Bylaws; (E) any other material
change in the Company's corporate structure or business; or (F) any other action
involving the Company or its Subsidiaries which is intended, or could reasonably
be expected, to impede, interfere with, delay, postpone, or materially adversely
affect the Merger and the transactions contemplated by the Merger Agreement, the
Contribution Agreement and this Agreement.
(b) In the event that any Stockholder desires to sell any shares
of Company Common Stock prior to the Effective Time, Acquiror shall cooperate
(at the Stockholder's or the Company's expense) in the marketing efforts of the
underwriters and/or the Stockholder and any underwriter retained by the
Stockholder, including, without limitation, by making available, as reasonably
requested by the underwriters and/or the Stockholder, the senior executive
officers of Acquiror for attendance at, and active participation with the
underwriters in, informational or so-called "road show" meetings with
prospective purchasers of the Company Common Stock being offered, including
meeting with groups of such purchasers or with individual purchasers, providing
information and answering questions about Acquiror at such meetings, and
traveling to locations in the United States and abroad as reasonably selected by
the Stockholder and/or underwriters. Notwithstanding the foregoing, during the
period
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commencing on the first day of the Measurement Period and through and
including the Effective Time, (i) none of the Stockholders shall sell his, her
or its shares of Company Stock, and (ii) Acquiror shall not, and Acquiror shall
cause each of its Affiliates not to, purchase any shares of Acquiror Stock.
(c) In the event of a stock dividend or distribution, or any
change in the Company Stock by reason of any stock dividend, split-up,
recapitalization, combination, exchange of shares or the like, the term "Shares"
shall be deemed to refer to and include the Shares as well as all such stock
dividends and distributions and any shares into which or for which any or all of
the Shares may be changed or exchanged.
3. Other Representations, Warranties and Covenants. Each
Stockholder hereby represents, warrants and covenants to Acquiror as follows:
(a) Ownership of Shares. Such Stockholder is the record holder of,
in his or her capacity as trustee under the Voting Trust Agreement (as defined
below), and Beneficially Owns the number of shares of Company Stock set forth
opposite such Stockholder's name on Schedule I hereto. On the date hereof, the
Shares set forth opposite such Stockholder's name on Schedule I hereto
constitute all of the Shares owned of record or Beneficially Owned by such
Stockholder. Such Stockholder has sole voting power or sole power to issue
instructions with respect to the matters covered hereby, except as provided by
that certain Voting Trust Agreement, dated as of June 19, 1995, among the
Stockholders and the other Persons named therein (the "Voting Trust Agreement").
(b) Power; Binding Agreement. Such Stockholder has the legal
capacity, power and authority to enter into and perform all of such
Stockholder's obligations under this Agreement. The execution, delivery and
performance of this Agreement by such Stockholder will not violate any other
agreement to which such Stockholder is a party including, without limitation,
the Voting Trust Agreement and any other voting agreement, stockholders
agreement or voting trust and, with respect to any Stockholder that is not a
natural person, the trust agreement or other applicable constituent document of
such Stockholder. This Agreement has been duly and validly executed and
delivered and authorized, to the extent required, by such Stockholder and
constitutes a valid and binding agreement of such Stockholder, enforceable
against such Stockholder in accordance with its terms. There is no beneficiary
or holder of a voting trust certificate or other interest of any trust of which
such Stockholder is a trustee whose consent is required for the execution and
delivery of this Agreement or the consummation by such Stockholder of the
transactions contemplated hereby. If such Stockholder is married and such
Stockholder's Shares constitute community property, this Agreement has been duly
authorized, executed and delivered by, and constitutes a valid and binding
agreement of, such Stockholder's spouse, enforceable against such Person in
accordance with its terms. A true and complete copy of the Voting Trust
Agreement has been delivered to Acquiror.
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(c) No Conflicts. (i) No filing with, and no permit,
authorization, consent or approval of, any state or federal public body or
authority is necessary for the execution of this Agreement by such Stockholder
and the consummation by such Stockholder of the transactions contemplated hereby
(other than filings with the SEC or FCC), and (ii) none of the execution and
delivery of this Agreement by such Stockholder, the consummation by such
Stockholder of the transactions contemplated hereby or compliance by such
Stockholder with any of the provisions hereof shall (A) result in a violation or
breach of, or constitute (with or without notice or lapse of time or both) a
default (or give rise to any third party right of termination, cancellation,
material modification or acceleration) under any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which such Stockholder is a party or by which such
Stockholder or any of such Stockholder's properties or assets may be bound, or
(B) violate any order, writ, injunction, decree, judgment, order, statute, rule
or regulation applicable to such Stockholder or any of such Stockholder's
properties or assets.
(d) No Encumbrances. Except for transfers of a Stockholder's
Shares made without violation of Section 6(b), such Stockholder's Shares and the
certificates representing such Shares are now, and at all times during the term
hereof will be, held by the trustees under the Voting Trust Agreement for the
benefit of such Stockholder.
(e) Restriction on Transfers, Proxies and Non-Interference.
Beginning on the date hereof and continuing until this Agreement terminates
pursuant to Section 4, except as applicable in connection with the transactions
contemplated by the Merger Agreement, no Stockholder shall, directly or
indirectly, (i) except as contemplated by this Agreement, grant any proxies or
powers of attorney, deposit any Shares into a voting trust or enter into or
amend a voting agreement (except as the Voting Trust Agreement may be amended to
permit conversion of shares of Class B Common Stock into Common Stock) with
respect to any Shares, or (ii) take any action that would have the effect of
preventing or disabling such Stockholder from performing such Stockholder's
obligations under this Agreement; provided, however, that nothing contained in
this Agreement shall restrict the ability of any Stockholders to convert his,
her or its shares of Class B Common Stock into Common Stock.
(f) Reliance by Acquiror. Such Stockholder understands and
acknowledges that Acquiror is entering into the Merger Agreement in reliance
upon such Stockholder's execution and delivery of this Agreement.
(g) Further Assurances. From time to time, at the other party's
request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further lawful action as may
be necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.
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4. Termination. Except as otherwise provided in Section 2 of this
Agreement, this Agreement shall terminate (a) in the event the Merger Agreement
is terminated in accordance with its terms (including, without limitation,
Section 8.01(d) of the Merger Agreement), upon such termination, and (b) in the
event the Merger is consummated, upon the Effective Time; provided, that no such
termination shall relieve any party of liability for a breach hereof prior to
termination.
5. Stockholder Capacity. No Person executing this Agreement who
is or becomes during the term hereof a director of the Company makes any
agreement or understanding herein in his or her capacity as such director. Each
Stockholder signs solely in his or her capacity as the record and/or beneficial
owner of, or the trustee of a trust whose beneficiaries are the beneficial
owners of, such Stockholder's Shares.
6. Miscellaneous.
(a) Entire Agreement. This Agreement and the Merger Agreement
constitute the entire agreement between the parties with respect to the subject
matter hereof and supersede all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof.
(b) Certain Events. Each Stockholder agrees that (i) this
Agreement and the obligations hereunder shall attach to such Stockholder's
Shares and shall be binding upon any Person to which legal or beneficial
ownership of such Shares shall pass, whether by operation of law or otherwise,
including, without limitation, such Stockholder's heir, guardians,
administrators or successors and (ii) such Stockholder shall not sell, transfer,
pledge, assign or otherwise dispose of ("Transfer"), or enter into any contract,
option or other arrangement with respect to the Transfer of any, of such
Stockholder's Shares or of any voting certificates such Stockholder may hold in
connection with the Voting Trust Agreement or instruct or permit the trustees
under the Voting Trust Agreement to Transfer or enter into any contract, option
or other arrangement with respect to the Transfer of such Stockholder's Shares,
unless as a condition of such Transfer the transferee agrees in writing to be
bound by the terms and conditions of this Agreement; provided, however, that
each Stockholder shall be entitled to Transfer without such a condition, and
this Agreement and the obligations hereunder shall not so attach to, any Shares
which are sold, gifted or otherwise transferred, whether in a single or multiple
transaction(s), to an unaffiliated third party in a bona fide transaction;
provided, further, that the total number of Shares so sold, gifted or otherwise
transferred by each Stockholder shall not reduce at any time during the term of
this Agreement the number of shares held in the aggregate by all of the
Stockholders below 51% of the issued and outstanding shares of Class B Common
Stock.
(c) Assignment. This Agreement shall not be assigned by operation
of law or otherwise by any party without the prior written consent of the other
parties, and any purported assignment in violation hereof shall be null and
void, provided that Acquiror may assign, in its sole discretion, its rights and
obligations hereunder to any
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direct or indirect wholly owned subsidiary of Acquiror, but no such assignment
shall relieve Acquiror of its obligations hereunder if such assignee does not
perform such obligations.
(d) Amendments, Waivers, Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, with respect
to, any one or more Stockholders, except upon the execution and delivery of a
written agreement executed by the relevant parties hereto; provided that
Schedule I hereto may be supplemented by Acquiror by adding the name and other
relevant information concerning any other stockholder of the Company who agrees
to be bound by the terms of this Agreement without the agreement of any other
party hereto, and thereafter such added stockholder shall be treated as a
"Stockholder" for all purposes of this Agreement.
(e) Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy, or by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
If to Stockholders: At the addresses and telecopier numbers
set forth on Schedule I hereto
If to Acquiror: Hearst-Argyle Television, Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000 (telecopier)
Attention: Xxxx X. Xxxxxx
Copy to: Xxxxxx & Xxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000 (telecopier)
Attention: Xxxxxx X. Xxxxx, Esq.
or to such other address as the Person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(f) Severability. Whenever possible, each provision or portion of
any provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such
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invalid, illegal or unenforceable provision or portion of any provision had
never been contained herein.
(g) Specific Performance. Each of the parties hereto recognizes
and acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such breach the aggrieved party
shall be entitled to the remedy of specific performance of such covenants and
agreements and injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity.
(h) Remedies Cumulative. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any thereof
by any party shall not preclude the simultaneous or later exercise of any other
such right, power or remedy by such party.
(i) No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
(j) No Third Party Beneficiaries. This Agreement is not intended
to be for the benefit of, and shall not be enforceable by, any Person who or
which is not a party hereto.
(k) Governing Law. This Agreement shall be governed and construed
in accordance with the laws of the State of Delaware, without giving effect to
the principles of conflicts of law thereof.
(l) Jurisdiction. Each party hereby irrevocably submits to the
exclusive jurisdiction of the Court of Chancery in the State of Delaware or the
United States District Court for the Southern District of New York or any court
of the State of New York located in the City of New York in any action, suit or
proceeding arising in connection with this Agreement, and agrees that any such
action, suit or proceeding shall be brought only in such court (and waives any
objection based on forum non conveniens or any other objection to venue
therein); provided, however, that such consent to jurisdiction is solely for the
purpose referred to in this paragraph (l) and shall not be deemed to be a
general submission to the jurisdiction of said courts or in the States of
Delaware or New York other than for such purposes. Each party hereto hereby
waives any right to a trial by jury in connection with any such action, suit or
proceeding.
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(m) Descriptive Headings. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
(n) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same Agreement.
[The remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, Acquiror and each Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
HEARST-ARGYLE TELEVISION, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Senior Vice President-
Corporate Development,
Secretary and General Counsel
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: /s/ Xxxxx Xxxx Pulitzer,
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Xxxxx Xxxx Pulitzer, Trustee
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Xxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxxx Xxxx
--------------------------------
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: /s/ Xxxxx Xxxx Pulitzer
--------------------------------
Xxxxx Xxxx Pulitzer, Trustee
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Xxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxxx Xxxx
--------------------------------
Xxxxxxx Xxxx, Trustee
/s/ Xxxxx Xxxx Pulitzer
-----------------------------------
Xxxxx Xxxx Pulitzer
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Xxxxx XXXX PULITZER, AS TRUSTEE OF THE
PULITZER FAMILY TRUST
By: /s/ Xxxxx Xxxx Pulitzer
--------------------------------
Xxxxx Xxxx Pulitzer, Trustee
SPRING FOUNDATION
By: /s/ Xxxxx Xxxx Pulitzer
--------------------------------
Xxxxx Xxxx Pulitzer, Trustee
/s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx
XXXXX X. XXXXX, TRUSTEE OF XXXXX X.
XXXXX 1998 GRANTOR ANNUITY TRUST
DTD 2/5/98
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx X. Xxxxx, Trustee
XXXXXXX X. XXXXXXXX, TRUSTEE OF U/A DTD
3/22/82 F/B/O XXXXXXX X. XXXXXXXX
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxx, Trustee
XXXXXXX X. XXXXXX, TRUSTEE OF U/A DTD
8/16/83 F/B/O XXXXXXX X. XXXXXXXX
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx, Trustee
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THE CEIL AND XXXXXXX X. XXXXXXXX
FOUNDATION, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
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SCHEDULE I
TO
PULITZER VOTING AGREEMENT
RECORD OWNERSHIP OF CLASS B COMMON STOCK
Name and Address of Stockholder Number of Shares
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Xxxxx Xxxx Pulitzer, Xxxxx X. Xxxxxxx 10,560
and Xxxxxxx Xxxx, Successor Trustees
of Marital Trust A U/T Xxxxxx Xxxxxxxx,
Xx. dtd. 6/12/74, As Amended 10/20/92
Xxxxx Xxxx Pulitzer, Xxxxx X. Xxxxxxx 5,929,733
and Xxxxxxx Xxxx, Successor Trustees
of Marital Trust B U/T Xxxxxx Xxxxxxxx,
Xx. dtd. 6/12/74, As Amended 10/20/92
Xxxxx Xxxx Pulitzer 5,289
Xxxxx Xxxx Pulitzer, as Trustee of 815,935
the Pulitzer Family Trust
Spring Foundation 22,860
Xxxxx X. Xxxxx 3,212,458
Xxxxx X. Xxxxx, Trustee of Xxxxx X. 800,000
Xxxxx 1998 Grantor Annuity Trust
dtd 2/5/98
Xxxxxxx X. Xxxxxxxx, Trustee of U/A dtd 3,649,820
3/22/82 F/B/O Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxx, Trustee of U/A dtd 46,170
8/16/83 F/B/O Xxxxxxx X. Xxxxxxxx
The Ceil and Xxxxxxx X. Xxxxxxxx 44,983
Foundation, Inc.
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BENEFICIAL OWNERSHIP OF CLASS B COMMON STOCK
Name and Address of Stockholder Number of Shares
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1. Xxxxx Xxxx Pulitzer 6,784,377
2. Xxxxx X. Xxxxx 4,012,458
3. Xxxxxxx X. Xxxxxxxx 3,740,973
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