8-K 1 c93166e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) MARCH 14, 2005 PULITZER INC. (Exact name of registrant as specified in charter) DELAWARE 1-14541 43-1819711 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 900 NORTH TUCKER BOULEVARD, ST. LOUIS, MISSOURI 63101 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (314) 340-8000 NOT APPLICABLE (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS On March 14, 2005, Pulitzer Inc. issued a press release relating to its filing of a Form 12b-25 with the Securities and Exchange Commission for a 15 day extension of the March 11, 2005 filing deadline for its Annual Report on Form 10-K for the fiscal year ended December 26, 2004. A copy of the press release is filed as Exhibit 99.1 herewith. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 99.1 Press release of Pulitzer Inc. dated March 14, 2005. ADDITIONAL INFORMATION AND WHERE TO FIND IT The proposed transaction will be submitted to Pulitzer's stockholders for their consideration, and Pulitzer will file with the SEC a proxy statement to be used to solicit the stockholders' approval of the proposed transaction, as well as other relevant documents concerning the proposed transaction. STOCKHOLDERS OF PULITZER ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A free copy of the proxy statement, as well as other filings containing information about Pulitzer, may be obtained at the SEC's Internet site (http://www.sec.gov). Copies of the proxy statement and the SEC filings that will be incorporated by reference in the proxy statement can also be obtained, without charge, by directing a request to James V. Maloney, Secretary, Pulitzer Inc., 900 North Tucker Boulevard, St. Louis, Missouri 63101. PARTICIPANTS IN THE SOLICITATION Pulitzer and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Pulitzer in connection with the proposed transaction. Information regarding Pulitzer's directors and executive officers is available in Pulitzer's proxy statement for its 2004 annual meeting of stockholders, which was filed with the SEC on April 2, 2004. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available. EXHIBIT INDEX 99.1 Press release of Pulitzer Inc. dated March 14, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PULITZER INC. Date: March 14, 2005 By: /s/ Alan G. Silverglat ------------------------------------- Alan G. Silverglat Senior Vice President - Finance and Chief Financial Officer