SecProbe.io

CORRESP
1
filename1.htm

corresp

FULBRIGHT & JAWORSKI L.L.P.

A REGISTERED LIMITED LIABILITY PARTNERSHIP

666 FIFTH AVENUE, 31ST FLOOR

NEW YORK, NEW YORK 10103-3198

WWW.FULBRIGHT.COM

    CHIP PALMER

    DIRECT DIAL:

    (212) 318-3344

    PARTNER

    TELEPHONE:

    (212) 318-3000

    CHPALMER@FULBRIGHT.COM

    FACSIMILE:

    (212) 318-3400

May 11, 2005

VIA EDGAR AND FEDERAL EXPRESS

Mr. Max A. Webb

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0305

    Re:

    Pulitzer Inc.

    PREM 14A filed on March 29, 2005

    File No. 1-14541

Dear Mr. Webb:

     On behalf of Pulitzer Inc. (the “Company”), we are filing by EDGAR transmission the Company’s
second amended preliminary proxy statement (the “Preliminary Proxy Statement”). All changes
reflected in the Preliminary Proxy Statement are in response to comments of the staff of the
Securities and Exchange Commission (the “Staff”) set forth in its letter of May 10, 2005, or to
update or correct certain information contained in Pulitzer’s first amended preliminary proxy
statement. The following numbered paragraphs, which correspond to the numbered paragraphs of the
May 10, 2005 comment letter, set forth the Company’s responses to the Staff’s comments.

Interests of our Directors and Executive Officers in the Merger, page 5

    1.
    Disclose here and on page 8 the amount of the contingent fee and the success bonus and
identify the directors whose firms will receive these payments.

    RESPONSE:

     The Company has revised the fourth and fifth sentences of the second paragraph on page 5, and
of the last paragraph on page 8, of the Preliminary Proxy Statement as follows:

These amounts also do not include ongoing fees and a contingent success bonus of approximately $0.6
million to Fulbright & Jaworski L.L.P., a law firm, and a contingent fee

May 11, 2005

Page 2

of $0.5 million to Huntleigh Securities Corporation, a financial advisory services firm, that Pulitzer has engaged in
connection with the merger. Both contingent amounts are payable upon and subject to completion of
the merger. William Bush, a director of Pulitzer, is a partner in the law firm, and James M.
Snowden, Jr., another director of Pulitzer, is an executive officer of the financial advisory
services firm.

The Merger. page 14

Background of the Merger, page 14

    2.
    Revise the disclosure in the second new paragraph on page 17 to clarify the relationship
between Mr. Snowden and Huntleigh.

    RESPONSE:

     The Company has revised the second paragraph on page 17 of the Preliminary Proxy Statement as
follows:

     Huntleigh has assisted our board in its consideration of various strategic alternatives and
has rendered advice in connection with the making of various decisions in the course of the process
which has led to the approval of the merger by our board. Huntleigh has not provided a report,
opinion or financial analysis to Pulitzer or our board of directors with respect to the merger
consideration. James M. Snowden, Jr., a director of Pulitzer, is an Executive Vice President of
Huntleigh.

Reasons for the Merger, page 24

    3.
    We reissue prior comment 9. Please revise this list into two lists, one of reasons in favor
of the merger, the other, of reasons against.

    RESPONSE:

     The Company has revised the section captioned “Reasons for the Merger,” beginning on page 24
of the Preliminary Proxy Statement, as follows:

     (i) the Company has inserted the following language after the third sub-bullet of the seventh
bullet in that section:

     Our directors also considered other factors, including those set forth below and those
discussed above in “Background of the Merger” beginning on page 14, which individual directors may
have viewed as potentially countervailing in reaching its decision to approve the merger agreement
and the transactions contemplated by the merger agreement and to recommend that Pulitzer
stockholders vote for “FOR” adoption of the merger agreement:

    •
    Under the terms of the merger agreement, Pulitzer may not solicit other acquisition
proposals and must pay Lee a termination fee of $55 million in cash if the merger

May 11, 2005

Page 3

    agreement is terminated under certain circumstances specified in the merger agreement,
including if our board of directors in the exercise of its fiduciary duties terminates
the merger agreement and accepts a financially superior proposal under specific
conditions, which may deter others from proposing an alternative transaction that may
be more advantageous to stockholders.

     (ii) the Company has revised the fourth sub-bullet of the seventh bullet under its first
amended preliminary proxy statement to become the new second bullet under “potentially
countervailing” factors, which bullet, as revised, reads as follows:

    •
    We are obligated to pay Lee a fee of $30 million plus Lee’s documented expenses (not
to exceed $12 million) in cash if we or Lee terminates the merger agreement because our
stockholders have not adopted the merger agreement at the special meeting of
stockholders described in this proxy statement. Our directors noted, however, that
three directors (Mr. Pulitzer, Mrs. Pulitzer and Mr. Richard Moore), who are the
beneficial owners of shares of our common stock and Class B common stock representing
approximately 63.8% of the combined voting power of the Pulitzer common stock and Class
B common stock, voted, as directors, at the January 29, 2005 board meeting in favor of
the approval and adoption of the merger agreement, and are expected, as stockholders,
to vote, or to direct the trustees of the Pulitzer voting trust to vote, the shares of
those directors for the proposal to approve and adopt the merger agreement.

     (iii) the Company has revised the last paragraph of that section to read as follows:

     The foregoing discussion of the information and factors considered by our board of directors,
while not exhaustive, includes the material factors considered by the board and contains both
supporting and potentially countervailing factors. In view of the variety of factors considered in
connection with its evaluations, our board of directors did not find it practicable to, and did
not, quantify or otherwise assign relative or specific weight or value to any of these factors, and
individual directors may have given different weights to particular factors. In addition, our board
of directors did not make any specific determination of whether any particular factor or any aspect
of any particular factor was favorable or potentially countervailing to its ultimate determination,
and individual directors may have had different views on the favorability or potentially
countervailing nature of particular factors.

Opinion of our Financial Advisor, page 30

    4.
    Since it appears that the LBO analysis is based on a price lower than that being offered to
shareholders it is unclear why this analysis supports a finding of fairness. Please revise to
explain.

    RESPONSE:

May 11, 2005

Page 4

     The Company has revised the disclosure on page 39 of the Preliminary Proxy Statement in
response to the Staff’s comment. As revised the last two sentences of 39, continuing to 40 read as
follows:

     Although Goldman Sachs did not perform an analysis of the range of equity returns that could
theoretically be realized if Pulitzer were acquired in a leveraged buyout transaction at $64.00 per
share, Goldman Sachs observed that the equity returns at such a purchase price would be
correspondingly lower than the returns set forth in the tables below for other purchase prices,
and, therefore, under all but the highest leverage and exit EBITDA multiples used in the analysis,
would likely be lower than Goldman Sachs’ estimate of the type of returns expected by hypothetical
investors in leveraged buyout transactions. On this basis, Goldman Sachs further observed that,
given the assumptions of the leveraged buyout analysis described above, a hypothetical leveraged
buyout transaction at a price greater than $64.00 per share would be even less likely to generate
equity returns as high as Goldman Sachs’ estimate of the type of returns expected by hypothetical
investors in such transactions and, therefore, would be less likely to be financially attractive to
such investors.

Financial Projections, page 40

    5.
    We reissue prior comment 15. The offensive language has simply been moved to a different
paragraph. Please revise to delete.

    RESPONSE:

     The Company has revised the second paragraph on page 42 of the Preliminary Proxy Statement to
read as follows:

     Except as may be required by applicable securities laws, we do not intend to update or
otherwise revise the projections to reflect circumstances existing after the date when they were
made or to reflect the occurrence of future events even in the event that any or all of the
assumptions underlying the projections are shown to be in error. See “Cautionary Statement
Concerning Forward-Looking Information” beginning on page 11.

     In addition, the Company has revised the last sentence of the second full paragraph on page 41
of the Preliminary Proxy Statement to read as follows:

     The projections were prepared only to reflect management’s good faith view, as of the date of
the projections, of certain financial information, including our results of operations, through
fiscal 2008, in light of the various assumptions underlying the projections, including the
then-anticipated limited uses and recipients of the projections as described in this section.

Material United States Federal Income Tax Consequences, page 47

    6.
    We reissue prior comment 17. Please delete the initial sentence of the bolded paragraph on
page 48.

May 11, 2005

Page 5

    RESPONSE:

     The Company has revised the bolded paragraph on page 49 to delete the first sentence thereof,
and that bolded paragraph, as revised, reads as follows:

     Pulitzer urges you to consult your own tax advisor to determine the particular tax
consequences to you (including the application and effect of any state, local or foreign income and
other tax laws) of the receipt of cash in exchange for your shares pursuant to the merger.

Litigation Challenging the Merger, page 48

    7.
    Continue to update this section as necessary.

    RESPONSE:

     The Company has updated the section captioned “Litigation Challenging the Merger” beginning on
page 49, and that section, as revised, reads as follows:

     Shortly after Pulitzer entered into the merger agreement, two purported stockholder class
action lawsuits were filed in the Delaware Court of Chancery naming Pulitzer and each of our
directors as defendants. The lawsuits subsequently were consolidated under the caption In re
Pulitzer Shareholder Litigation, C.A. No. 1063-N. On April 27, 2005, plaintiffs in the consolidated
action filed a consolidated and amended class action complaint purportedly on behalf of all
Pulitzer stockholders other than the defendants and any related or affiliated parties. Plaintiffs
assert in the amended complaint, among other things, that:

    •
    The defendants have breached their fiduciary and other common law duties in connection
with the merger agreement.

    •
    The defendants have failed to maximize shareholder value by, among other things,
benefiting themselves at the expense of Pulitzer’s public shareholders.

    •
    The defendants have disseminated to Pulitzer’s public shareholders incomplete,
inaccurate and/or misleading information concerning the merger and matters relevant to an
informed decision on their investment in Pulitzer, in that the disclosure is materially
incomplete or misleading with respect to, among other things, the following: “(a) the
background of the merger; (b) the compensation and/or other benefits that certain officers
and directors of [Pulitzer] will receive in connection with the merger; (c) the advisors
retained by Pulitzer in connection with the merger and the fees paid by [Pulitzer] to those
advisors; and (d) the analyses performed by Goldman Sachs.”

Plaintiffs reassert their request for a preliminary and permanent injunction against the merger, as
well as monetary damages.

     Pulitzer believes the allegations made in the amended complaint are without merit. Pulitzer
also believes that the consolidated action (including the amended complaint) did not

May 11, 2005

Page 6

     breach any representation or warranty of Pulitzer in the merger agreement at the date of the
merger agreement and would not, in its current status, either give rise to the right on the part of
Lee to terminate the merger agreement or result in Pulitzer’s failing to satisfy any closing
condition in the merger agreement.

*****

Other Company Revisions

     The Company has made additional revisions to the Preliminary Proxy Statement as follows:

    1.
    The disclosure beginning on page 5 of the Preliminary Proxy Statement under the caption
“Interests of our Directors and Executive Officers in the Merger” and on page 8 under the
Question: “Do the directors and executive officers have interests in the merger that are
different from, or in addition to, mine?” has been revised to add certain information.

    2.
    The disclosure beginning on page 25 and continuing through page 30 of the Preliminary
Proxy Statement under the caption “The Merger — Interests of our Directors and Executive
Officers in the Merger” has been revised to provide updated information.

    3.
    The Company has revised the disclosure in the paragraph captioned “Discounted Cash Flow
Analysis” on page 38 of the Preliminary Proxy Statement to (i) add the phrase “including
cash flows,” after the phrase “Forecasted financial information used in this analysis” at
the beginning of the third sentence thereof and (ii) to add a new penultimate sentence
thereto which reads as follows:

    The terminal values used in the discounted cash flow analysis were derived from
perpetuity growth and discount rates used in such analysis and were not intended to
correspond to observed historical trading ranges of “Large Cap” or “Mid Cap”
publishers.

    4.
    April 25, 2005 has been set as the record date for the special meeting of stockholders,
and the Company has included record date information in this filing.

    5.
    The third and fourth paragraphs of the Section “Where You Can Find More Information”
beginning on page 72 of the Preliminary Proxy Statement have been revised to provide, in
effect, that only documents filed by the Company with the SEC after the filing date of the
definitive proxy statement are to be incorporated by reference. As revised, those
paragraphs read as follows:

     The SEC allows Pulitzer to “incorporate by reference” information into this proxy statement.
This means that Pulitzer can disclose important information by referring to another document filed
separately with the SEC. The information incorporated by reference is

May 11, 2005

Page 7

considered to be part of this proxy statement. The information that Pulitzer later files with
the SEC may update and supersede the information in this proxy statement.

     Pulitzer incorporates by reference each document it files under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of the filing of this definitive proxy
statement and before the special meeting.

    6.
    The Company has made various other updating or conforming changes and corrections which
are reflected in the marked copy of the Preliminary Proxy Statement.

     If you have any questions regarding the foregoing, please call me at (212) 318-3344 or Gina M.
Sickinger at (212) 318-3159. Thank you.

Very truly yours,

/s/ Richard A. Palmer
Richard A. Palmer

    cc:

    Mathew Bazley

    Robert C. Woodworth