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EXHIBIT 9.1
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VOTING TRUST AGREEMENT
AGREEMENT dated as of the 19th day of June, 1995, between such holders of
the Class B Common Stock, par value $.01 per share ("Class B Common Stock"), of
PULITZER PUBLISHING COMPANY, a Delaware corporation (hereinafter called the
"Company"), as may become parties to this agreement in the manner hereinafter
provided, (all hereinafter referred to as the "Depositing Stockholders"), and
XXX X. XXXXXX (Senior Vice President-Broadcasting Operations of the Company),
XXXXX X. XXXXX, XXXXXXXX X. XXXXXXXX XX (Senior Vice President-Newspaper
Operations of the Company), XXXXX XXXX PULITZER, XXXXXXX X. XXXXXXXX (Chairman
of the Board of the Company, President and Chief Executive Officer of the
Company), XXXXXX X. XXXXXXX (Senior Vice President-Finance of the Company) and
XXXXXXX X. XXX (Editor - St. Louis Post-Dispatch), or their successors
(hereinafter referred to as the "Trustees");
W I T N E S S E T H :
WHEREAS, the Depositing Stockholders deem it for the best interests of the
Company and its stockholders that the Depositing Stockholders act together to
secure continuity of policy and stability of management in the affairs of the
Company and to these ends they propose to place their shares of Class B Common
Stock in the hands of the persons who are now and will be responsible for the
success of the Company to be voted and held by them as trustees for the
Depositing Stockholders. The Trustees, in connection with the exercise of
their judgment in determining what is in the best interest of the Company and
its stockholders, shall give due consideration to the effect of their actions
on the editorial and publishing integrity and the character and quality of the
Company's newspaper and broadcasting operations, and all other relevant
factors, including, without limitation, the social, legal and economic effects
on the employees, customers, suppliers and other affected persons, firms and
corporations and on the communities and geographical areas in which the Company
and its subsidiaries operate or are located and on any of the businesses and
properties of the Company or any of its subsidiaries, as well as such other
factors as the Trustees deem relevant. In addition, the platform of the St.
Louis Post-Dispatch printed daily on the editorial page as the principles of
its founder, Xxxxxx Xxxxxxxx, should be considered by the Trustees in assessing
the public service aspects of journalism. The two preceding sentences are
referred to herein as the "Statement of Policy," which shall guide the Trustees
in the exercise of their judgment as provided in Paragraph 16 below. The
shares of Class B Common Stock deposited hereunder shall be subject to the
terms and conditions of this agreement, and the Trustees are directed to
exercise the powers delegated hereunder guided by the Statement of Policy;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and other good and valuable considerations, receipt of which
is hereby acknowledged, it is agreed between the parties as follows:
DEPOSIT OF STOCK
1. Each stockholder of the Company who becomes a party hereto by signing
these presents agrees to deposit, or cause to be deposited, with the Trustees,
to be held by them pursuant to the provisions of this agreement, the
certificate or certificates representing the shares of Class B Common Stock of
the Company now or at any time hereafter owned by him or for his benefit, duly
endorsed in blank or to the Trustees, or accompanied by proper instruments of
assignment and transfer duly executed in blank or to the Trustees, and
accompanied by any revenue stamps required for the transfer, which deposit
shall continue for a period from the date of this agreement first above written
until the 16th day of January, 2001 unless sooner terminated as hereinafter
provided, and to accept in lieu thereof a Voting Trust Certificate or
Certificates issued hereunder in the form hereinafter provided.
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Each Depositing Stockholder whose shares of Class B Common Stock of the
Company have been deposited under a Voting Trust Agreement dated as of January
17, 1991 (the "1991 Voting Trust Agreement") hereby individually authorizes,
instructs and directs (i) the voting trustees under the 1991 Voting Trust
Agreement (the "1991 Trustees") and Mercantile Bank of St. Louis N.A., as
depositary under the 1991 Voting Trust Agreement, to deliver, on his, her or
its behalf, the stock certificates representing those shares to the Trustees,
and (ii) the Trustees to re-register those stock certificates in the name of
the Trustees, to be held by the Trustees under this agreement. Notwithstanding
the foregoing, (i) in the case of each such Depositing Stockholder who is a
party to a line of credit agreement with Mercantile Bank of St. Louis N.A.
which is secured by a pledge of one or more voting trust certificates issued
under the 1991 Voting Trust Agreement (the "1991 Voting Trust Certificates"),
delivery to the Trustees, as authorized and directed under the foregoing, shall
be effected by delivery to Mercantile Bank of St. Louis N.A., which is the
Depositary hereunder and (ii) all issued and outstanding 1991 Voting Trust
Certificates issued to Depositing Stockholders shall constitute temporary
Voting Trust Certificates for those shares of Class B Common Stock which the
Depositing Stockholders had deposited under the 1991 Voting Trust Agreement and
have now deposited hereunder until replaced by Voting Trust Certificates to be
issued hereunder in substantially the form set forth in Exhibit E; provided,
however, that all references to the 1991 Voting Trust Agreement in the 1991
Voting Trust Certificates shall be deemed to refer to this agreement and that
the last paragraph of the 1991 Voting Trust Certificates shall be deemed to
read like the last paragraph of the Voting Trust Certificates to be issued
hereunder.
Any other owner of Class B Common Stock in the Company may at any time
become a party hereto by depositing the certificate or certificates
representing his shares of Class B Common Stock in the Company with the
Trustees in like manner to be held by said Trustees under the terms hereof and
by accepting in lieu thereof a Voting Trust Certificate or Certificates issued
hereunder in the form hereinafter provided, and in consideration of the
original deposit of Class B Common Stock by the present Depositing Stockholders
the Trustees bind themselves and their successors to accept for deposit and to
receive in trust hereunder any additional certificate or certificates of Class
B Common Stock owned by any stockholder whomsoever and to hold any certificate
so deposited in trust under the terms and conditions of this agreement. Such
deposit of any additional certificate or certificates of Class B Common Stock
of the Company and such acceptance of any Voting Trust Certificate or
Certificates by the owner thereof shall have the same force and effect as
though such owner of Class B Common Stock had in fact subscribed his name to
this agreement.
WITHDRAWAL OF STOCK
2. The Trustees shall not convert into Common Stock of the Company any of
the shares of Class B Common Stock deposited hereunder, except in conjunction
with a withdrawal of shares permitted by this Paragraph 2.
A Depositing Stockholder shall be permitted to withdraw, from time to
time, part or all of the Common Stock of the Company into which Class B Common
Stock represented by his or her Voting Trust Certificate or Certificates is
convertible (but not any Class B Common Stock of the Company) free of the terms
of this agreement, including the Voting Trust Certificate or Certificates
issued hereunder, subject to satisfaction of the following conditions and
compliance with the following procedures:
(a) Any Common Stock so withdrawn shall be withdrawn solely to the extent
that:
I. Such Common Stock is being sold (i) in a public offering
pursuant to a registration statement filed by the Company and
effective under the Securities Act of 1933, as amended (the
"Securities Act"), including the initial public offering of Common
Stock and any subsequent public offering so registered under the
Securities Act, (ii) pursuant to any other transaction that
complies with the provisions of Rule 144 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
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II. Such Common Stock is being transferred (i) to a
charitable organization contributions to which are allowed as
deductions for federal income, estate or gift tax purposes
("Charitable Organization") or (ii) to any charitable trust or
split-interest trust ("Charitable Trust") as described in Section
4947 of the Internal Revenue Code of 1986, as amended, and as it
may from time to time be further amended (the "Code").
(b) Such Depositing Stockholder shall be deemed to have instructed,
directed and authorized the Trustees to convert a sufficient number of the
Company's Class B Common Stock represented by the Voting Trust Certificate or
Certificates of such Depositing Stockholder into Common Stock of the Company to
the extent necessary to effect such withdrawal, it being understood that under
the Company's Restated Certificate of Incorporation dated December 4, 1986 and
filed on December 8, 1986 in the office of the Secretary of State of the State
of Delaware ("Certificate of Incorporation") the Common Stock so withdrawn may
not thereafter be reconverted into Class B Common Stock of the Company.
(c)I. Any Depositing Stockholder who shall request the
withdrawal of shares of Common Stock for purposes of making a sale
pursuant to Paragraph 2(a)I hereof shall, not less than five (5)
New York Stock Exchange business days prior to the date on which
the closing for the sale of the shares of Common Stock so to be
withdrawn and sold is scheduled, deliver to the Trustees (c/o the
Company at the address of the Company's principal executive
offices), with duplicate copies to the Company, to the Depositary
under this agreement and any transfer agent for the Common Stock
appointed by the Company (the "Transfer Agent"), a Withdrawal
Request substantially in the form prescribed on Exhibit A attached
hereto, and, simultaneously with the delivery of such Withdrawal
Request or as soon thereafter as practicable (but not less than 48
hours prior to the date of such closing), such Depositing
Stockholder (together with the underwriters for such sale, or
their representatives, if any) shall furnish to the Trustees (c/o
the Company at the address of the Company's principal executive
offices), with duplicate copies to the Company, the Depositary and
the Transfer Agent, an Instruction Request, substantially in the
form of Exhibit B attached hereto, setting forth the denominations
in which certificates for the shares of Common Stock so sold are
to be delivered at such closing and the names in which such
certificates are to be registered.
II. Any Depositing Stockholder who shall request the
withdrawal of shares of Common Stock for the purpose of making a
transfer to a Charitable Organization or a Charitable Trust
pursuant to Paragraph 2(a)II hereof shall, not less than five (5)
New York Stock Exchange business days prior to the date on which
the transfer of the shares of Common Stock is to be made, deliver
to the Trustees (c/o the Company at the address of the Company's
principal executive offices), with duplicate copies to the
Company, to the Depositary under this agreement and to the
Transfer Agent, a Withdrawal Request, substantially in the form
prescribed on Exhibit A-I attached hereto, setting forth the name
of the transferee Charitable Organization or Charitable Trust,
and, simultaneously with the delivery of such Withdrawal Request
or as soon thereafter as practicable (but not less than 48 hours
prior to the date of such transfer), such Depositing Stockholder
(together with the transferee) shall furnish to the Trustees (c/o
the Company at the address of the Company's principal executive
offices), with duplicate copies to the Company, the Depositary and
the Transfer Agent, an Instruction Request, substantially in the
form of Exhibit B-I attached hereto, setting forth the
denominations in which certificates for the shares of Common Stock
to be so transferred are to be delivered and the name(s) in which
such certificates are to be registered, and, in the case of a
transfer to a Charitable Organization, appropriate documentation,
addressed to the Trustees, confirming to the satisfaction of the
Trustees that contributions thereto are allowed as deductions for
federal income, estate or gift tax purposes, or, in the case of a
transfer to a Charitable Trust, an opinion from counsel for the
Charitable Trust, addressed to the Trustees, confirming that the
Charitable Trust is a charitable trust or split-interest trust as
described in Section 4947 of the Code.
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(d) The Trustees and the Depositing Stockholders agree that in the event
of a pledge permitted by Paragraph 5 of this agreement by a Depositing
Stockholder of a Voting Trust Certificate to secure indebtedness due the
pledgee, each of Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx, individually, is
hereby authorized for and on behalf of the Trustees, and is hereby made,
constituted and appointed as their true and lawful agent and attorney-in-fact,
acting separately, for and in the name, place and stead of the Trustees (1) to
examine any pledge agreement or power of attorney executed in connection
therewith and (2) if such documents are substantially in the form of the
General Pledge Agreement ("Pledge Agreement") and Irrevocable Power of Attorney
("Power of Attorney") attached hereto as Exhibit C or in such other form as the
Trustees may approve, to execute on behalf of the Trustees an Acknowledgement
substantially in the form attached hereto as Exhibit D (the "Acknowledgement").
The Trustees shall have the power to designate a replacement or replacements
for either or both of the foregoing attorneys-in-fact in their sole discretion.
Each of the Secretary for the Voting Trust and the Voting Trustees, or any of
them, is hereby authorized to certify to any such pledgee the individual or
individuals who then act as attorneys-in-fact under this Paragraph 2(d) and any
such pledgee shall be entitled to rely on such certification without further
inquiry. The Trustees and the Depositing Stockholders further agree that any
written notice duly delivered by any such pledgee to any individual or
individuals who then act as attorneys-in-fact under this Paragraph 2(d) shall
be deemed to constitute notice to the Trustees for purposes of this agreement.
(e) Each Depositing Stockholder represents, warrants and agrees that, in
the event of the execution of an Acknowledgement with respect to him pursuant
to Paragraph 2(d) above, (i) the obligations of the Trustees, and the rights of
the Depositing Stockholder, under this agreement, including, without
limitation, Paragraphs 3, 7, 8, 9 and 10 hereof, are expressly subject to the
terms of such Acknowledgement and (ii) he shall hold the Trustees and the
person or persons executing the Acknowledgement harmless in connection with any
actions pursuant thereto.
(f) Each Depositing Stockholder agrees that, in the event of a pledge permitted
by Paragraph 5 of this agreement by him or by any other Depositing Stockholder
of a Voting Trust Certificate to secure indebtedness due the pledgee and until
such time as any loan agreement relating to the pledge is terminated and any
related promissory note of the pledgor is repaid, he shall not, whether by
affirmative vote, consent, acquiescence, waiver or otherwise, and without one
hundred twenty (120) days' prior written notice to the lender, or the prior
written consent of the lender, amend this agreement to affect adversely the
right of the pledgor to pledge his Voting Trust Certificate or to convert, or
have converted pursuant to the pledgor's Power of Attorney, the shares of Class
B Common Stock represented by his Voting Trust Certificate into Common Stock of
the Company and withdraw such Common Stock. Each Depositing Stockholder
further acknowledges and agrees that any such lender may rely upon the above
representation, warranty and agreement in making any loan or extending any
credit to a Depositing Stockholder that is secured by a pledge permitted by
Paragraph 5 of this agreement by the Depositing Stockholder of a Voting Trust
Certificate to secure indebtedness due the pledgee.
VOTING TRUST CERTIFICATES
3. All certificates for shares of Class B Common Stock in the Company at
any time delivered to the Trustees hereunder or thereafter acquired as a result
of a distribution of shares of Class B Common Stock as a stock dividend or
otherwise shall be held and disposed of by the Trustees under and pursuant to
the terms and conditions of this agreement. The Trustees, in exchange for the
certificate or certificates so deposited hereunder, will cause to be issued and
delivered to the Depositing Stockholder a Voting Trust Certificate or
Certificates for the appropriate number of shares of Class B Common Stock in
substantially the form set forth in Exhibit E attached hereto.
4. Subject to the provisions of Paragraph 1 of this agreement, the
Trustees may issue temporary typewritten or printed Voting Trust Certificates
conforming generally to the form set forth on Exhibit E and may cause the same
to be exchanged for definitive Voting Trust Certificates in substantially said
form when the same are prepared. The Voting Trust Certificates may be executed
by any one or more of the Trustees on behalf of all said Trustees. The
Trustees, under such rules as they in their discretion may
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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.
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) if the pledgee (acting pursuant to
the pledgor's Power of Attorney) is unable, in good faith, to consummate the
sale of such Voting Trust Certificate to a Permitted Transferee within
forty-five (45) days (or within such shorter period as may be approved by the
Voting Trustees) of any event giving rise to the pledgee's ability to foreclose
or take other similar action, the Class B Common Stock represented by such
pledged Voting Trust Certificate may be converted into the Common Stock of the
Company, and such Common Stock may be withdrawn, free of the terms of this
agreement, only pursuant to, and in compliance with, Paragraph 2 of this
agreement.
THE DEPOSITARY
6. The Trustees agree to deposit with Mercantile Bank of St. Louis N.A.,
of St. Louis, Missouri, as Depositary hereunder, the Class B Common Stock of
the Company transferred in their name; provided, however, that Mercantile Bank
of St. Louis N.A. shall first agree in writing that it will, if requested to do
so by any Trustee or any Depositing Stockholder, enter its appearance in any
suit which may hereafter be brought in the State of Delaware, in which suit the
construction, interpretation or validity of this Voting Trust Agreement or any
portion thereof shall be an issue. The Trustees may, in their absolute
discretion, name a new or other Depositary to hold said shares and deliver such
shares to any such new or other Depositary. No Depositary hereunder shall
incur any liability to any of the parties hereto or to any assignee of the
Voting Trust Certificates except for failure to exercise ordinary care in the
performance of the duties of Depositary.
Any Depositary acting hereunder shall be entitled to compensation in such
amount as may be fixed from time to time by the Trustees, and shall be
reimbursed for all expenses, including counsel fees and liabilities incurred in
connection with its duties hereunder.
DIVIDENDS
7. The holder of each Voting Trust Certificate shall be entitled during
the life of this Voting Trust, except as hereinafter provided, to receive from
time to time payments equal to the dividends payable in
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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.
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
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Transferee. Any shares of Class B Common Stock acquired pursuant to a
subscription right assigned to a Voting Trust Certificate holder or a Permitted
Transferee shall be held by the Trustees subject to all the terms and
conditions of this agreement.
VOTING RIGHTS
11. Until the actual delivery to the holder of Voting Trust Certificates
by or on behalf of the Trustees of the stock certificate deposited hereunder in
exchange for said Voting Trust Certificates, pursuant to the provisions hereof,
the Trustees shall possess and shall be entitled to exercise all the rights and
powers of owners of the shares of Class B Common Stock of the Company deposited
hereunder, to vote for every purpose and to consent to any and all corporate
acts of the Company guided by the Statement of Policy, it being expressly
stipulated that no right to vote or to consent or to be consulted in respect to
all such Class B Common Stock is created in or passes to the holder of any
Voting Trust Certificate by or under any such Voting Trust Certificate, or by
or under this agreement, or by or under any other agreement, express or
implied; provided, however, that upon any proposal for (i) the dissolution of
the Company, (ii) the sale, lease, exchange or other disposition, other than by
mortgage, deed of trust or pledge, of all, or substantially all, the property
and assets of the Company, (iii) the merger, consolidation, or recapitalization
of the Company, or (iv) any other proposal which, under Articles III (2) G, V
(5), VIII, IX (2) and (4), XII, XIII, XIV (3) and (4) or XVI of the Certificate
of Incorporation of the Company, requires the affirmative vote of the holders
of record of at least a majority of the aggregate voting power of the Class B
Common Stock separately or together with the Common Stock, the Trustees shall
promptly notify all holders of Voting Trust Certificates hereunder, and the
Trustees shall not vote any share or shares of such Class B Common Stock upon
any such proposal except in accordance with the written direction of the holder
or holders of the Voting Trust Certificates issued in respect of such share or
shares of Class B Common Stock.
THE TRUSTEES
12. Except as provided in Paragraph 11, the Trustees shall vote the
shares of Class B Common Stock held by them or take any other action with
respect to such shares of Class B Common Stock as a unit in accordance with the
determination of a majority of the then acting Trustees; provided that such
majority include two out of three of XXXXX XXXX PULITZER, XXXXXXX X. XXXXXXXX
and XXXXX X. XXXXX or their successors as Trustees, as designated as provided
in the first paragraph of Paragraph 13; and further provided, however, that in
the event of a tie vote among the then acting Trustees or in the event that a
majority of the Trustees does not include two out of three of XXXXX XXXX
PULITZER, XXXXXXX X. XXXXXXXX and XXXXX X. XXXXX or their successors as
Trustees, as designated as provided in the first paragraph of Paragraph 13, as
to any matter, the Trustees shall promptly notify all holders of Voting Trust
Certificates hereunder, and the Trustees shall not vote any share or shares of
Class B Common Stock of the Company deposited hereunder with respect to that
matter except in accordance with the written direction of the holder or holders
of the Voting Trust Certificates issued in respect of such share or shares of
Class B Common Stock.
The Trustees may meet at such time as they may determine, with such notice
as their rules may provide, and may act without a meeting by a writing
embodying their action. The Trustees may adopt their own rules of procedure.
At any meeting of the Trustees any Trustee may vote in person or by proxy given
to any other Trustee, and any Trustee may give powers of attorney to any other
Trustee to sign for him any instrument expressing the actions of the Trustees.
The Trustees may vote by proxy at any meeting of the Company, if they so elect,
provided that such proxy be signed by at least a majority of the then acting
Trustees.
13. Subject to the provisions of subparagraph (a) hereof, XXXXX XXXX
PULITZER, XXXXXXX X. XXXXXXXX and XXXXX X. XXXXX shall serve as Trustees
whether or not they serve or continue to serve as Company officers and each
shall be permitted to appoint a successor as Trustee to act in the event of his
or her resignation or inability for any reason to act as Trustee hereunder.
Any successor Trustee appointed as provided hereunder shall have the same
rights and powers as if originally 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
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hereunder. Any appointment of a successor Trustee hereunder shall be made by
written instrument signed and acknowledged by the Trustee making such
appointment and filed with the Trustees acting hereunder and may be revoked by
such Trustee at any time before the appointment becomes operative.
XXXXXX X. XXXXXXX, Senior Vice President-Finance, XXXXXXXX X. XXXXXXXX XX,
Senior Vice President-Newspaper Operations, XXX X. XXXXXX, Senior Vice
President-Broadcasting Operations, and XXXXXXX X. XXX, Editor - St. Louis
Post-Dispatch, shall serve as such Trustees so long and only so long as they
occupy the above-described positions with the Company (or, in the case of
Xxxxxxx X. Xxx, the St. Louis Post-Dispatch) now held by them, respectively.
Should any of them resign, retire, become deceased or otherwise cease to act in
the position with the Company (or, in the case of Xxxxxxx X. Xxx, the St. Louis
Post-Dispatch), now held by him as above described, the person appointed to the
position in the Company (or the St. Louis Post-Dispatch) held by such Trustee
shall become Trustee in his place and stead by signifying his acceptance of
such trusteeship, it being the intention of this agreement that the persons
holding the Company positions of Chairman of the Board, Vice Chairman of the
Board (which position is vacant as of the date hereof), President, Senior Vice
President-Finance, Senior Vice President-Newspaper Operations, Senior Vice
President-Broadcasting Operations and the position of Editor - St. Louis
Post-Dispatch shall always be Trustees and that in the event of a vacancy
occurring in any of these positions, the corresponding trusteeship shall remain
vacant until the position is filled.
In the event XXXXXXX X. XXXXXXXX resigns, retires or otherwise ceases to
act in the position of Chairman of the Board or President, the person appointed
to the position of Chairman of the Board or to the position of President, or
both, as the case may be, shall become an additional Trustee or additional
Trustees by signifying his acceptance of such trusteeship and shall serve as
such Trustee so long as he occupies the position of Chairman of the Board or
President and should he resign, retire, become deceased or cease to act in such
position with the Company the person appointed to his position in the Company
shall become Trustee in his place and stead by signifying his acceptance of
such trusteeship.
Pending the appointment of a successor Trustee to fill any vacancy, the
Trustees then remaining in office shall possess and may exercise all the powers
of the Trustees hereunder.
Notwithstanding any vacancy or change in the Trustees, the certificate or
certificates for shares of Class B Common Stock of the Company standing in the
name of the Trustees may be endorsed and transferred by any Trustees or
successor Trustees then acting.
(a) Each of XXXXX XXXX PULITZER, XXXXXXX X. XXXXXXXX and XXXXX X. XXXXX
(individually, "Initial Depositing Stockholder"), or his or her respective
successor Trustee designated by him or her or his or her successors as Trustee,
shall continue to serve as Trustee hereunder only so long as the Initial
Depositing Stockholder and his or her Family (as defined below) hold Voting
Trust Certificates representing 20% or more of the Class B Common Stock
originally deposited by the Initial Depositing Stockholder and his or her
Family hereunder. Appropriate adjustment shall be made for stock dividends,
stock splits, or reverse splits of the Class B Common Stock. For purposes of
this subparagraph (a), the term "Family" shall mean the persons and entities
which shall have any of the following relationships to an Initial Depositing
Stockholder: (i) spouse or former spouse, (ii) lineal descendant of the
Initial Depositing Stockholder or of the spouse or former spouse of the Initial
Depositing Stockholder, (iii) spouse or former spouse of any such lineal
descendant, (iv) trust established either before or after the date of this
agreement of which any of the foregoing is a grantor and which is a Permitted
Transferee or (v) the estate of any of the foregoing persons. All references
in the foregoing sentence to "spouse or former spouse" shall include a deceased
spouse.
14. The Trustees may employ counsel and incur other indebtedness or
expenses deemed necessary by them for the proper discharge of their duties and
shall be reimbursed for any such expenses by the Voting Trust Certificate
holders, and to that end shall be entitled to deduct on a pro rata basis any
such indebtedness or expenses incurred by them from the dividends received by
them or to which they may become entitled on Class B Common Stock of the
Company deposited hereunder before paying or causing such dividends to be paid
to the Voting Trust Certificate holders.
15. The Depositing Stockholders expressly agree that any Trustee may at
the same time be an officer, director, consultant, agent, or employee of the
Company or of any affiliated or subsidiary company, and may be or become
pecuniarily interested in his personal capacity, either directly or indirectly,
in any
60
10
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 or any stockholder shares of stock or other securities of the Company
or Voting Trust Certificates to the same extent as though he were not a
Trustee.
The Depositing Stockholders likewise expressly agree that the Company may
either acquire from or sell to any Trustee, for his personal account or
otherwise, shares of stock or other securities of the Company or Voting Trust
Certificates to the same extent as though he were not a Trustee.
The Depositing Stockholders likewise expressly agree that any Trustee may,
in his personal capacity or otherwise, become a Voting Trust Certificate holder
either by depositing hereunder any certificate of certificates for shares of
Class B Common Stock now or at any time hereafter owned by him or by acquiring
any Voting Trust Certificate and, as such Voting Trust Certificate holder,
shall be entitled to exercise all rights and options conferred upon Voting
Trust Certificate holders under this agreement to the same extent as though he
were not a Trustee.
The Depositing Stockholders recognize that the Trustees who are
respectively the Chairman of the Board, Vice Chairman of the Board, President,
Senior Vice President-Finance, Senior Vice President-Newspaper Operations,
Senior Vice President-Broadcasting Operations and Editor - St. Louis
Post-Dispatch do at this time receive, and such Trustees and their successors
will hereafter be entitled to receive, substantial compensation for their
services as officers or employees of the Company or its subsidiaries, that
Xxxxx X. Xxxxx acts as a consultant to the Company and is compensated for his
services and that Xxxxx Xxxx Pulitzer acts as a Director of the Company and is
compensated for her services (the "Compensated Trustees").
The Depositing Stockholders accordingly do expressly agree that the
Compensated Trustees may continue to receive such compensation, of whatever
character, as is provided by their existing contracts, if any, with the Company
or its subsidiaries, with complete propriety and without disqualifying
themselves to act as Trustees hereunder; and they do further expressly agree
that upon the expiration of the existing contracts, if any, with the
Compensated Trustees, or sooner by mutual agreement, the Company, or its
subsidiaries and such Compensated Trustees, may enter into new contracts which
may change or increase their compensation, because of changing circumstances
and responsibilities. The Depositing Stockholders recognize that it would be
unfair to limit in any way the right of the Compensated Trustees to adequate
compensation for their services to the Company or its subsidiaries. The
Depositing Shareholders further recognize that, in order to carry out the
purposes of this agreement, it is, or may be, necessary that the Compensated
Trustees act at the same time as Trustees hereunder, as Directors of the
Company, and as officers, consultants or employees of the Company or its
subsidiaries; and they do agree that the qualifications or eligibility of the
Compensated Trustees so to act in any of these capacities shall not be impaired
by reason of the fact that they act in the other capacities also. All and
singular the provisions of this paragraph shall apply with equal force to any
and all successor Trustees under the provisions of Paragraph 13 hereof.
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
61
11
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 termination of
this Voting Trust Agreement shall be made without the consent in writing of the
holders of all the then issued and outstanding Voting Trust Certificates.
20. This agreement shall be binding upon each of the parties executing
the same from the date of its execution by such party. The trust created
hereunder shall be effective as of the date hereof, and this agreement and the
trust created hereunder shall remain in full force and effect until the 16th
day of January, 2001, but shall terminate prior to that date upon the
dissolution of the Company. This agreement and the trust created hereunder may
be terminated at any time with the consent in writing of the holders of
sixty-six and two-thirds percent (66-2/3%) in interest of the Voting Trust
Certificates then issued and outstanding under this agreement.
21. The invalidity or unenforceability of any term or provision of this
agreement shall not affect the validity of the remainder hereof.
22. The term "Trustee" or "Trustees" wherever used herein means the
trustee or trustees for the time acting, and shall include the successor
trustee or trustees.
23. The Trustees hereby accept the trusts in this agreement declared and
provided and agree faithfully to perform the same upon the terms and conditions
hereinabove set forth.
24. All questions concerning the validity and administration of this
agreement, and the trust created hereunder, shall be determined under the law
of the State of Delaware.
25. This agreement may be executed by the parties herein, or any of them,
in any number of counterparts, with the same force and effect as if they had
all executed the same instrument.
26. The definitions herein shall apply equally to both the singular and
plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms.
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
62
12
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.
IN WITNESS WHEREOF, the Trustees and the Depositing Stockholders have
hereunto set their hands and seals as of the day and year first above written.
TRUSTEES
/s/ Xxx X. Xxxxxx
------------------------------
Xxx X. Xxxxxx
/s/ Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxxxxx X. Xxxxxxxx XX
------------------------------
Xxxxxxxx X. Xxxxxxxx XX
/s/ Xxxxx Xxxx Pulitzer
------------------------------
Xxxxx Xxxx Pulitzer
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxx
------------------------------
Xxxxxxx X. Xxx
63
13
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
--------------------------------- --------- ----------------
Xxxxx Xxxx Pulitzer,
Xxxxx X. Xxxxxxx and Xxxxxxx
Xxxx, Successor Trustees of
Marital Trust A U/I Xxxxxx
Xxxxxxxx, Xx. dtd 6/12/74,
as amended 10/20/92
By: /s/ Xxxxx Xxxx Pulitzer 6/18/95
---------------------------------
Xxxxx Xxxx Pulitzer, Trustee
By: /s/ Xxxxx X. Xxxxxxx 6/18/95
---------------------------------
Xxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxxx Xxxx 6/19/95 7,920
---------------------------------
Xxxxxxx Xxxx, Trustee
Xxxxx Xxxx Pulitzer,
Xxxxx X. Xxxxxxx and Xxxxxxx
Xxxx, Successor Trustees of
Marital Trust B U/I Xxxxxx
Xxxxxxxx, Xx. dtd 6/12/74,
as amended 10/20/92
By: /s/ Xxxxx Xxxx Pulitzer 6/18/95
---------------------------------
Xxxxx Xxxx Pulitzer, Trustee
By: /s/ Xxxxx X. Xxxxxxx 6/18/95
---------------------------------
Xxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxxx Xxxx 6/19/95 5,193,290
---------------------------------
Xxxxxxx Xxxx, Trustee
64
14
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
--------------------------------- --------- ----------------
/s/ Xxxxx X. Xxxxx 6/17/95 3,151,082
---------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxxxx 6/19/95 2,818,841
---------------------------------
Xxxxxxx X. Xxxxxxxx
The Ceil and Xxxxxxx X.
Xxxxxxxx Foundation, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx 6/19/95 16,000
---------------------------------
Xxxxxxx X. Xxxxxxxx, President
/s/ Xxxxx Xxxx Pulitzer 6/18/95 137
---------------------------------
Xxxxx Xxxx Pulitzer
/s/ Xxxxxxxxx X. Xxxxx 6/28/95 275
---------------------------------
Xxxxxxxxx X. Xxxxx
/s/ Xxxxx Xxxxxxx Xxxxxxxx 7/7/95 837
---------------------------------
Xxxxx Xxxxxxx Xxxxxxxx
/s/ Xxxxxxx X. Xxxxx 6/28/95 7,166
---------------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxx, Xx. 7/29/95 95,626
---------------------------------
Xxxxx X. Xxxxx, Xx.
/s/ Xxxxxxx Xxxxx 7/4/95 1,811
---------------------------------
Xxxxxxx Xxxxx
65
15
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
--------------------------------- --------- ----------------
/s/ Xxxxxx Xxxxx 7/20/95 698
---------------------------------
Xxxxxx Xxxxx
/s/ Xxxx X. Xxxxx 7/10/95 98,460
---------------------------------
Xxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx 6/19/95 83,051
---------------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx 7/4/95 97,408
---------------------------------
Xxxxxxx X. Xxxxx
---------------------------------
Xxxxxx Xxxxxxxx XX
/s/ Xxxxxxx X. Xxxxxxxx, Xx. 7/3/95 31,480
-------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
/s/ Xxxxxxx X. Xxxxxxxx 7/3/95 2,830
-------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxx Xxxxx Pulitzer 7/31/95 2,830
-------------------------------
Xxxxxx Xxxxx Pulitzer
/s/ Xxxxxxxxx X. Xxxxxxxx Xxxxx 7/4/95 5,606
-------------------------------
Xxxxxxxxx X. Xxxxxxxx Xxxxx
/s/ Xxxxxxxxx X. Xxxxxxxxx 7/3/95 4,506
-------------------------------
Xxxxxxxxx X. Xxxxxxxxx
66
16
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
------------------------------- --------- ----------------
/s/ Xxxx X. Xxxxxxxxx 6/28/95 4,081
-------------------------------
Xxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx 6/17/95 4,746
-------------------------------
Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxxxxxx Xxxx Xxxxxx 6/27/95 4,358
-------------------------------
Xxxxxxxxx Xxxx Xxxxxx
Xxxxxxx X. Xxxxxx, as Trustee
U/A dtd 8/16/83 F/B/O
Xxxxxxx X. Xxxxxxxx
By: /s/ Xxxxxxx X. Xxxxxx 6/19/95 39,628
-------------------------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 11/3/87 F/B/O Xxxxxx
Xxxxxxxx
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6/19/95 5,738
-------------------------------
Xxxxxxx X. Xxxxxx, Trustee
67
17
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
------------------------------- --------- ----------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 11/3/87 F/B/O Xxxxxx
Xxxxxxxx
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6/19/95 5,738
-------------------------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 11/3/87 F/B/O Elkhanah
Pulitzer
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6/19/95 5,738
-------------------------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 11/3/87 F/B/O Xxxxxx
Xxxxxxxx V
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6/19/95 5,738
-------------------------------
Xxxxxxx X. Xxxxxx, Trustee
68
18
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
------------------------------- --------- ----------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O
Xxxxxxxxx Xxxxxxxx Pulitzer
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6/19/95 3,646
-------------------------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O Xxxxxxx
X. Xxxxxxxx III
By: /s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6/19/95 3,646
-----------------------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O Xxxxxx
Xxxxxxxx Pulitzer
By: /s/ Xxxxxxx Xxxx
-----------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6/19/95 3,646
-----------------------------
Xxxxxxx X. Xxxxxx, Trustee
69
19
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
----------------------------- --------- ----------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O Xxxxxx
Xxxxxxxx
By: /s/ Xxxxxxx Xxxx
-----------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6/19/95 3,852
-----------------------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 1/14/88 F/B/O Xxxxx
X. Xxxxxxxx
By: /s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6/19/95 3,852
----------------------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 5/4/90 F/B/O Xxxxxxx
Xxxxxxxx Xxxxx III
By: /s/ Xxxxxxx Xxxx
----------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6/19/95 3,131
----------------------------
Xxxxxxx X. Xxxxxx, Trustee
70
20
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
--------------------------------- --------- ----------------
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 10/19/90 F/B/O
Xxxxxxxx Xxxx Xxxx Xxxxxxx
By: /s/ Xxxxxxx Xxxx
---------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6/19/95 3,131
---------------------------------
Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx Xxxx and Xxxxxxx X.
Xxxxxx, as Trustees U/I
dtd 10/21/93 F/B/X
Xxxxxxx Xxxxxx Xxxxx
By: /s/ Xxxxxxx Xxxx
---------------------------------
Xxxxxxx Xxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxx 6/19/95 1,062
---------------------------------
Xxxxxxx X. Xxxxxx, Trustee
/s/ Xxxxxxx X. Xxxxx 7/4/95 5,325
---------------------------------
Xxxxxxx X. Xxxxx, as Custodian
for Xxxxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx 7/4/95 5,325
---------------------------------
Xxxxxxx X. Xxxxx, as Custodian
for Xxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx 6/19/95 7,505
---------------------------------
Xxxxxxx X. Xxxxx, as Custodian
for Xxxxxxxxx X. Xxxxx
71
21
No. of Deposited
Depositing Date of Shares of Class
Stockholders Execution B common Stock
--------------------------------- --------- ----------------
/s/ Xxxxxxx X. Xxxxx 6/19/95 7,505
---------------------------------
Xxxxxxx X. Xxxxx, as Custodian
for Xxxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx 6/19/95 7,505
---------------------------------
Xxxxxxx X. Xxxxx, as Custodian
for Xxxx X. Xxxxx
/s/ Xxxxx X. Xxxxx, Xx 7/29/95 5,325
---------------------------------
Xxxxx X. Xxxxx, Xx., as Custodian
for Xxxxx Xxxxxxxxxx Xxxxx
/s/ Xxxxx X. Xxxxx, Xx 7/29/95 5,325
---------------------------------
Xxxxx X. Xxxxx, Xx., as Custodian
for Xxxxxxx Xxxxxx Xxxxx
72
22
EXHIBIT A
A "Withdrawal Request" as referred to in subparagraph (c)I 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 June 19, 1995
("Voting Trust Agreement")
c/o Pulitzer Publishing Company
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
The undersigned hereby requests the withdrawal of ___________ shares of
Common Stock of Pulitzer Publishing Company (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)I 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 Certificate of
Incorporation, Common Stock cannot thereafter be reconverted into Class B
Common Stock of the Company.
The undersigned hereby represents and warrants to, and agrees with, you,
the Company and the Transfer Agent for its 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)I 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 (c)I of Paragraph 2 of the Voting Trust
Agreement, will be delivered to the Company, 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.
_________________________
cc: (1) Pulitzer Publishing Company
(2) Depositary
(3) Transfer Agent
73
23
EXHIBIT A-I
A "Withdrawal Request" as referred to in subparagraph (c)II 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 June 19, 1995
("Voting Trust Agreement")
c/o Pulitzer Publishing Company
000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
The undersigned hereby requests the withdrawal of ___________ shares of
Common Stock of Pulitzer Publishing Company (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)II 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 Certificate of
Incorporation, Common Stock cannot thereafter be reconverted into Class B
Common Stock of the Company.
The undersigned hereby represents and warrants to, and agrees with, you,
the Company and the Transfer Agent for its Common Stock, that: (i) the
transfer of the shares of Common Stock referred to in the first paragraph
hereof is being made in compliance with subparagraph (a)II of Paragraph 2 of
the Voting Trust Agreement; (ii) such transfer is expected to occur on ________
___, _____ and further information concerning such transfer, as well as the
denominations and registrations of certificates to be transferred in accordance
with subparagraph (c)II of Paragraph 2 of the Voting Trust Agreement, will be
delivered to the Company, 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 transfer, be, satisfied, and all procedures set forth therein, to be
complied with by the undersigned, have been, or prior to such transfer 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 transfer.
_________________________
cc: (1) Pulitzer Publishing Company
(2) Depositary
(3) Transfer Agent
74
24
EXHIBIT B
INSTRUCTION REQUEST
Dated ______________, _____
To Trustees
Under Voting
Trust Agreement
Dated as of June 19, 1995
("Voting Trust Agreement")
c/o Pulitzer Publishing Company
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 Publishing
Company, being withdrawn from the provisions of the Voting Trust Agreement
pursuant to subparagraph (a)I 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.
Name(s) Denominations
_____________________________________
Name
cc: (1) Pulitzer Publishing Company
(2) Depositary
(3) Transfer Agent
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EXHIBIT B-I
INSTRUCTION REQUEST
Dated ______________, _____
To Trustees
Under Voting
Trust Agreement
Dated as of June 19, 1995
("Voting Trust Agreement")
c/o Pulitzer Publishing Company
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 Publishing
Company, being withdrawn from the provisions of the Voting Trust Agreement
pursuant to subparagraph (a)II 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.
Name(s) Denominations
_____________________________________
Name
cc: (1) Pulitzer Publishing Company
(2) Depositary
(3) Transfer Agent
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EXHIBIT C
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(d) 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 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
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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 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.
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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: ________________, ______
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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 Publishing Company (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. In the event Bank is unable, in good faith, to consummate such sale and
transfer of such Voting Trust Certificate No. VT ___ within forty-five (45)
days of an Event of Default under the Loan Agreement, 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 June 19, 1995 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 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 ______________, ____.
___________________________________
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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
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EXHIBIT D
ACKNOWLEDGEMENT
The undersigned, on behalf of all the Voting Trustees ("Trustees"), under
that certain Voting Trust Agreement dated as of June 19, 1995 ("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
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
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EXHIBIT E
VOTING TRUST CERTIFICATE
No.______________ _________ Shares of Class B Common Stock
PULITZER PUBLISHING COMPANY
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 16th day of January, 2001, or on the earlier termination of the Voting
Trust Agreement, as therein provided, a certificate or certificates, expressed
to be full-paid and non-assessable, for _____ shares of Class B Common Stock,
represented by this Certificate, of Pulitzer Publishing Company (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
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 19th day of
June, 1995, between certain owners of Class B Common Stock of the Company and
Xxx X. Xxxxxx, Xxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxxxx XX, Xxxxx Xxxx Pulitzer,
Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx, and Xxxxxxx X. Xxx, 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 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
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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.
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:_____________________ XXX X. XXXXXX
XXXXX X. XXXXX
XXXXXXXX X. XXXXXXXX XX
COUNTERSIGNED: XXXXX XXXX PULITZER
MERCANTILE BANK OF ST. LOUIS N.A. XXXXXXX X. XXXXXXXX
Agent XXXXXX X. XXXXXXX
XXXXXXX X. XXX
VOTING TRUSTEES
By:______________________
A Voting Trustee
By:________________________
Authorized Officer
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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:_________________________
_______________________________
In the presence of:
_______________________________
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