-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K2x7VYB7FuN2q7ZzpEl4akahH1LD7YvXmWdTrfo05H2bq/UJSmgHpcop0+sjSwXD qUML4SSdlNpo8rMbCbD2Yw== 0000950135-95-002272.txt : 19951102 0000950135-95-002272.hdr.sgml : 19951102 ACCESSION NUMBER: 0000950135-95-002272 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19951101 EFFECTIVENESS DATE: 19951120 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENCE JOURNAL CO CENTRAL INDEX KEY: 0000080816 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63883 FILM NUMBER: 95586414 BUSINESS ADDRESS: STREET 1: PROVIDENCE STREET 2: 75 FOUNTAIN STREET CITY: PROVIDENCE STATE: RI ZIP: 02902 BUSINESS PHONE: 4012777031 MAIL ADDRESS: STREET 1: 75 FOUNTAIN STREET CITY: PROVIDENCE STATE: RI ZIP: 02902 S-8 1 THE PROVIDENCE JOURNAL COMPANY 1 FORM S-8/S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The Providence Journal Company - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 05-0481966 - ------------------------------- --------------------------------- (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No. 75 Fountain Street, Providence, RI 02902 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) The Providence Journal Company ------------------------------ 1994 Employee Stock Option Plan and ------------------------------------ 1994 Non-Employee Director Stock Option Plan -------------------------------------------- (Full title of the plans) John L. Hammond, Esq. Vice President - Legal The Providence Journal Company, 75 Fountain Street, Providence, RI 02902 - -------------------------------------------------------------------------------- (Name and address of agent for service) (401) 277-7031 - -------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) with a copy to: Laura N. Wilkinson, Esq., Edwards & Angell 2700 Hospital Trust Tower, Providence, RI 02903 2 CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
Proposed Proposed Title of maximum maximum securities offering aggregate Amount of to be Amount to be price per offering registration registered registered share price* fee - -------------------------------------------------------------------------------- Class A 4,150 * $11,751,092 $4,053 Common Stock, shares $1.00 par value - -------------------------------------------------------------------------------- * Computed pursuant to Rule 457(h)(1), based upon the exercise price of options previously granted (637 options granted times the exercise price of $662 plus 834 options granted times the exercise price of $5,072) plus the book value of options not granted on the date hereof (2,679 options times $2,650, the book value of the Class A Common Stock).
3 PROSPECTUS ---------- 1,043 Shares THE PROVIDENCE JOURNAL COMPANY Class A Common stock $1.00 Par Value THE OFFERING This Prospectus relates to 1,043 shares of Class A Common Stock, $1.00 par value, of The Providence Journal Company (the "Corporation") purchased or which may be purchased by executive officers and directors of the Corporation (the "Selling Stockholders") pursuant to stock options granted under stock option plans of the Corporation and its predecessors (the "Plans"). Specific information as to the Selling Stockholders may be found on pages 3 and 4 of this Prospectus. The Corporation has been informed that said 1,043 shares of Common Stock may be offered from time to time publicly by the Selling Stockholders through one or more transactions on a national securities exchange, in the over-the-counter market or through one or more brokers. The shares will be offered at prices prevailing at the time of sale. The Selling Stockholders and anyone effecting sales on behalf of the Selling Stockholders may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, and commissions or discounts given may be regarded as underwriting commissions or discounts under said Act. The Corporation will not receive any of the proceeds from sales by the Selling Stockholders. ___________________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ___________________________ The date of this Prospectus is November 1, 1995 4 AVAILABLE INFORMATION The Corporation is subject to the information requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "Commission"). Proxy statements, reports and other information concerning the Corporation can be inspected and copied at the Commission's office at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and the Commission's Regional Offices in New York (Suite 1300, Seven World Trade Center, New York, New York 10048) and Chicago (Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661), and copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. This Prospectus does not contain all information set forth in the Registration Statement and exhibits thereto which the Corporation has filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), which may be obtained from the Public Reference Section of the Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of the prescribed fees, and to which reference is hereby made. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission by the Corporation are incorporated in this Prospectus by reference: 1. The portions of the Corporation's Joint Proxy Statement-Prospectus dated August 31, 1995 relating to the Corporation, Providence Journal Company and King Holding Corp. Such Joint Proxy Statement-Prospectus is included in the Corporation's Registration Statement on Form S-4 (No. 33-57479). 2. The Corporation's Current Report on Form 8-K dated October 5, 1995. 3. The description of the Class A Common Stock contained in the Corporation's Registration Statement on Form 8-A dated September 29, 1995 and any amendment or report filed for the purpose of updating such description. Such incorporation by reference shall not be deemed to specifically incorporate by reference the information referred to in Item 402(a)(8) of Regulation S-K. All documents filed with the Commission by the Corporation pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of this offering of the Common Stock offered hereby are incorporated herein by reference and such documents shall be deemed to be a part hereof from the date of filing of such documents. Any statement contained in this Prospectus or in a document incorporated or deemed to be modified or superseded -2- 5 for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN (OTHER THAN THE EXHIBITS TO SUCH DOCUMENTS). WRITTEN REQUESTS SHOULD BE MAILED TO THE LEGAL DEPARTMENT, THE PROVIDENCE JOURNAL COMPANY, 75 FOUNTAIN STREET, PROVIDENCE, RHODE ISLAND 02902, ATTENTION: JOHN L. HAMMOND, VICE PRESIDENT-LEGAL. TELEPHONE REQUESTS MAY BE DIRECTED TO (401) 277-7031. THE PROVIDENCE JOURNAL COMPANY The executive office of the Corporation is located at 75 Fountain Street, Providence, Rhode Island 02902. The Corporation's telephone number is (401) 277-7000. SELLING STOCKHOLDERS Set forth below is information as to the Selling Stockholders, the number of shares of Common Stock of the Corporation beneficially owned, the number of shares which may be offered as set forth on the cover of this Prospectus (assuming all options are vested and exercised) and the number of shares to be owned after completion of the offering assuming all shares are sold.
Number of Number of Name and Number of Shares Shares Which Shares to Be Position with of Common Stock May Be Owned After the Corporation Owned (1) Offered (2) Offering (3) - --------------- ---------------- ------------ ------------ Stephen Hamblett (4) 414 300 376 Chairman of the Board, Chief Executive Officer, Publisher and Director Trygve E. Myhren 132 230 103 President, Chief Operating Officer and Director
-3- 6
Number of Number of Name and Number of Shares Shares Which Shares to Be Position with of Common Stock May Be Owned After the Corporation Owned (1) Offered (2) Offering (3) - --------------- ---------------- ------------ ------------ F. Remington Ballou (5) 46 10 41 Director Henry P. Becton, Jr. 14 10 9 Director Fanchon M. Burnham (6) 370 10 365 Director Peter B. Freeman (7) 316 10 311 Director Benjamin P. Harris III (8) 47 10 42 Director John W. Rosenblum 14 10 9 Director Henry D. Sharpe, Jr. (9) 19 10 14 Director W. Nicholas Thorndike (10) 5,031 10 5,026 Director John W. Wall (11) 54 10 49 Director Patrick R. Wilmerding (12) 570 10 565 Director Thomas N. Matlack 2 47 0 Vice President- Finance John A. Bowers 26 75 17 Vice President- Human Resources Jack C. Clifford 86 120 72 Vice President- Broadcasting and Cable Television
-4- 7
Number of Number of Name and Number of Shares Shares Which Shares to Be Position with of Common Stock May Be Owned After the Corporation Owned (1) Offered (2) Offering (3) - --------------- ---------------- ------------ ------------ John L. Hammond 3 35 0 Vice President- Legal Joanne L. Yestramski 2 27 0 Vice President- Comptroller Howard G. Sutton 6 60 1 Vice President- General Manager Joel N. Stark 3 25 0 Vice President- Publishing Develop- ment and Marketing James V. Wyman 9 10 6 Vice President and Executive Editor Harry Dyson 6 14 4 Treasurer and Secretary - ------------------------- (1) Includes shares that the Selling Stockholders have the right to acquire beneficial ownership of within 60 days through the exercise of stock options granted under the Plans. (2) Includes shares that may be purchased pursuant to stock options granted under the Plans on or before the date of this Prospectus. (3) Except as noted in the applicable footnote below, none of the Selling Stockholders shall own 1% or more of the Corporation's outstanding shares of Common Stock after completion of the offering. Includes only shares that the Selling Stockholders have not acquired, or will not acquire, pursuant to the Plans. (4) Mr. Hamblett also owns 148 shares of the Corporations' Class B Common Stock (the "Class B Common Stock"). (5) Mr. Ballou also owns 24 shares of the Class B Common Stock. (6) Fanchon M. Burnham owns 109 shares of Common Stock and 147 shares of Class B Common Stock. She serves as a co-trustee of trusts for her brother, which hold 211 shares of Common Stock and 189 shares of Class B Common stock. In addition, Mrs. Burnham's children own a total of 38 shares of Common Stock and 40 shares of Class B Common Stock.
-5- 8 (7) Mr. Freeman also owns 400 shares of Class B Common Stock. (8) Mr. Harris also owns 48 shares of Class B Common Stock. (9) In addition to the shares shown in the table, Fiduciary Trust Company International holds 2,494 shares of Common Stock and 3,124 shares of Class B Common Stock and acts as trustee under trusts created by Mr. Sharpe and his wife, Peggy Boyd Sharpe, for the benefit of members of the Sharpe family and, in certain cases, designated charitable organizations. Fiduciary Trust Company International shares voting and investment power with Mr. Sharpe's children as to 300 shares of Common Stock; as to all other shares, Fiduciary Trust Company International possesses sole voting and investment power. (10) W. Nicholas Thorndike owns 134 shares of Common Stock and 108 shares of Class B Common Stock. He holds 29 shares of Common Stock and 44 shares of Class B Common Stock as sole custodian for a member of another family. He is a co-trustee of several trusts for the benefit of members of another family holding 2,482 shares of Common Stock and 3,156 shares of Class B Common Stock. Mr. Thorndike is also one of the Directors of Southland Communications, Inc., which owns 2,416 shares of Common Stock and 2,092 shares of Class B Common Stock. As a result of such relationships, Mr. Thorndike possesses sole or shared voting power or investment power with respect to 13.2% of the Common Stock. (11) Mr. Wall also owns 72 shares of Class B Common Stock. (12) Mr. Wilmerding possesses sole or shared voting power or investment power with respect to 1.5% of the Common Stock. Mr. Wilmerding also owns 300 shares of Class B Common Stock. Under General Instruction C to Form S-8 and Rule 144 promulgated by the Commission under the Securities Act, the Selling Stockholders are deemed to be affiliates of the Corporation. As a result, the volume limitations of such instruction and Rule 144 limit the number of shares which each of the above persons, and any other persons with whom he/she is acting in concert for the purpose of selling the Common Stock, may sell in any three month period to 378 shares of Common Stock. -6- 9 LEGAL MATTERS The validity of shares of Common Stock offered hereby will be passed upon for the Corporation by Edwards & Angell, Providence, Rhode Island. Partners and of counsel attorneys of Edwards & Angell own 106 shares of the Registrant. Benjamin P. Harris, III, a Director of the Corporation, is a partner of Edwards & Angell. EXPERTS The consolidated financial statements and schedule of Providence Journal Company and Subsidiaries as of December 31, 1993 and 1994 and for each of the years in the three-year period ended December 31, 1994 have been incorporated by reference herein in reliance upon the reports of KPMG Peat Marwick LLP and Deloitte & Touche LLP, independent auditors, incorporated by reference herein, given upon the authority of said firms as experts in accounting and auditing. The report of KPMG Peat Marwick LLP refers to a change in accounting for income taxes and a change in accounting for postretirement benefits in 1992. The consolidated financial statements of King Holding Corp. and subsidiaries as of December 31, 1993 and 1994 and for the period February 25, 1992 to December 31, 1992 and the years ended December 31, 1993 and 1994 incorporated in this prospectus from the Corporation's Joint Proxy Statement-Prospectus dated August 31, 1995, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm as experts in accounting and auditing. -7- 10 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission (the "Commission") by the Registrant are incorporated in this Registration Statement by reference: 1. The portions of the Corporation's Joint Proxy Statement-Prospectus dated August 31, 1995 relating to the Corporation, Providence Journal Company and King Holding Corp. Such Joint Proxy Statement-Prospectus is included in the Registrant's Registration Statement on Form S-4 (No. 33-57479). 2. The Registrant's Current Report on Form 8-K dated October 5, 1995. 3. The description of the Class A Common Stock contained in Registrant's Registration Statement on Form 8-A dated September 29, 1995 and any amendment or report filed for the purpose of updating such description. Such incorporation by reference shall not be deemed to specifically incorporate by reference the information referred to in Item 402(a)(8) of Regulation S-K. All documents filed with the Commission by the Registrant pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold are incorporated herein by reference and such documents shall be deemed to be a part hereof from the date of filing of such documents. Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable Item 5. Interests of Named Experts and Counsel. II-1 11 The validity of the Common Stock offered hereby has been passed upon for the Registrant by Edwards & Angell, One Hospital Trust Plaza, Providence, Rhode Island 02903. Partners and of counsel attorneys of Edwards & Angell own 94 shares of the Registrant. Benjamin P. Harris, III, a Director of the Registrant, is a partner of Edwards & Angell. Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law ("DGCL") provides, in effect, that any person made a party to any action by reason of the fact that he is or was a Director, officer, employee or agent of Registrant may and, in certain cases, must be indemnified by Registrant against, in the case of a non-derivative action, judgments, fines, amounts paid in settlement and reasonable expenses (including attorney's fees) incurred by him as a result of such action, and in the case of a derivative action, against expenses (including attorney's fees), if in either type of action he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Registrant. This indemnification does not apply, in a derivative action, to matters as to which it is adjudged that the Director, officer, employee or agent is liable to Registrant, unless upon court order it is determined that, despite such adjudication of liability, but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for expenses, and, in a non-derivative action, to any criminal proceeding in which such person had reasonable cause to believe his conduct was unlawful. Article VIII of the Registrant's By-Laws in effect provides that Registrant shall indemnify each person who is or was an officer or Director of Registrant to the fullest extent permitted by Section 145 of the DGCL. Section 10 of the Registrant's Certificate of Incorporation provides that no Director of Registrant shall be personally liable to Registrant or its stockholders for monetary damages for breach of fiduciary duty as a Director, except (i) for any breach of the duty of loyalty to Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or knowing violations of law, (iii) for any transaction from which the Director derived an improper personal benefit and (iv) for liability under Section 174 of the DGCL relating to certain unlawful dividends and stock repurchases. II-2 12 Item 7. Exemption From Registration Claimed Not applicable Item 8. Exhibits. 4(a) - The Providence Journal Company 1994 Employee Stock Option Plan 4(b) - The Providence Journal Company 1994 Non-Employee Director Stock Option Plan 4(c) - Restated Articles of Incorporation, as amended, and By-laws of the Registrant (incorporated by reference to Exhibits 1 and 2 of the Registrant's Form 8-A dated September 29, 1995) 5 - Opinion of Edwards & Angell re: legality 23(a) - Consent of KPMG Peat Marwick LLP 23(b) - Independent Auditors' Consent - Deloitte & Touche LLP 23(c) - Consent of Edwards & Angell (included in Exhibit 5) 24 - Powers of Attorney (included on signature pages to this Registration Statement) Item 9. Undertakings. The undersigned Registrant hereby undertakes: 1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; 2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; 3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-3 13 The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 14 SIGNATURES AND AMENDMENTS Each person whose signature appears below hereby constitutes and appoints the Chairman of the Board and Chief Executive Officer, the President and Chief Operating Officer and the Vice President-Legal of the Registrant, or any one of them, acting alone, as his true and lawful attorney-in-fact, with full power and authority to execute in the name, place and stead of each such person in any and all capacities and to file, an amendment or amendments to the Registration Statement (and all exhibits thereto) and any documents relating thereto, which amendments may make such changes in the Registration Statement as said officer or officers so acting deem(s) advisable. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Providence, State of Rhode Island, on October 31, 1995. THE PROVIDENCE JOURNAL COMPANY By: /s/ Stephen Hamblett ---------------------------------------- Stephen Hamblett Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 31, 1995.
Signatures Title Date ---------- ----- ---- /s/ Stephen Hamblett Director; Chairman of October 31, 1995 - ----------------------- the Board and Chief Stephen Hamblett Executive Officer (principal executive officer) /s/ Trygve E. Myhren Director; President and October 31, 1995 - ----------------------- Chief Operating Officer Trygve E. Myhren (signatures continued on next page)
II-5 15 /s/ Thomas N. Matlack Vice President-Finance October 31, 1995 - -------------------------- (principal Thomas N. Matlack financial officer) /s/ Joanne L. Yestramski Vice President- October 31, 1995 - -------------------------- Comptroller (principal Joanne L. Yestramski accounting officer) /s/ F. Remington Ballou Director October 31, 1995 - -------------------------- F. Remington Ballou /s/ Henry P. Becton, Jr. Director October 31, 1995 - -------------------------- Henry P. Becton, Jr. /s/ Fanchon M. Burnham Director October 31, 1995 - -------------------------- Fanchon M. Burnham /s/ Peter B. Freeman Director October 31, 1995 - -------------------------- Peter B. Freeman /s/ Benjamin P. Harris III Director October 31, 1995 - -------------------------- Benjamin P. Harris III /s/ John W. Rosenblum Director October 31, 1995 - -------------------------- John W. Rosenblum /s/ Henry D. Sharpe, Jr. Director October 31, 1995 - -------------------------- Henry D. Sharpe, Jr. /s/ W. Nicholas Thorndike Director October 31, 1995 - -------------------------- W. Nicholas Thorndike /s/ John W. Wall Director October 31, 1995 - -------------------------- John W. Wall /s/ Patrick R. Wilmerding Director October 31, 1995 - -------------------------- Patrick R. Wilmerding
II-6 EX-4.(A) 2 1994 EMPLOYEE STOCK OPTION PLAN 1 Exhibit 4(a) PROVIDENCE JOURNAL COMPANY* --------------------------- 1994 EMPLOYEE STOCK OPTION PLAN ------------------------------- 1. Purpose ------- The purpose of the 1994 Stock Option Plan (the "Plan") of Providence Journal Company (the "Company") is to attract and retain high quality key employees and to promote both the long-term success of and shareholder interests in the Company. The Plan is intended to provide long-term incentive compensation and share ownership opportunities to selected key employees. The Company believes the dynamics of a plan focused on increasing shareholder value provide participants with a significant incentive to contribute to the success of the Company. 2. Term ---- The Plan shall be effective as of October 1, 1994 and shall remain in effect until the earlier of five (5) years from the effective date or termination of the plan by the Board of Directors of the Company (the "Board"). The Plan shall _______________ * The Plan was assumed by The Providence Journal Company on October 5, 1995. Accordingly, all references to the "Company" shall be deemed to refer to The Providence Journal Company. 2 be subject to approval by the shareholders of the Company. If that approval has not been obtained by September 28, 1995, the Plan shall be terminated, and any option grants therefore made shall be void. After termination of the Plan, no future grants may be made, but, subject to the preceding sentence, previously made grants shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of the Plan. 3. Administration -------------- a. The Committee ------------- The Plan shall be administered by a committee (the "Committee") which shall be the Executive Committee of the Board or any other committee appointed by the Board consisting of two or more non-employee Directors, each of whom is both (1) qualified to administer this Plan as contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Act"), and (2) considered to be an "outside director" as contemplated by Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). b Authority of the Committee -------------------------- The Committee shall have full and exclusive power, except as not permitted by law and subject to the provisions of this Plan, to select the participants in the Plan, determine the sizes of grants of options, establish the terms and conditions of such option grants, amend the terms and conditions of any outstanding option pursuant to Section 6 of the Plan, -2- 3 and otherwise make such determinations and/or interpretations and to establish such procedures which may be necessary or advisable for the administration of the Plan. 4. Eligibility ----------- Key employees of the Company shall be eligible to receive grants under the Plan. Recipients of grants are deemed to be "Participants" in the Plan. "Company" includes any wholly-owned or majority-owned direct or indirect subsidiary of the Company and any other entity that is directly or indirectly controlled by the Company or in which the Company has a significant equity interest (as determined by the Committee). 5. Shares Subject to the Plan -------------------------- Subject to the provisions of Section 6, the stock subject to the Plan shall be shares of Class A Common Stock (the "Shares"). The total amount of Shares which may be issued under the Plan shall not exceed three thousand seven hundred and fifty (3,750). Of these, no more than seven hundred fifty (750) Shares may be issued to any one individual. Shares may be authorized and unissued shares or treasury shares, as determined by the Committee, and fractional Shares shall be settled in cash. If any option granted under the Plan is canceled, terminates, expires or lapses for any reason, any Shares subject to such option shall be returned to the Plan and -3- 4 shall be available for issuance under the Plan. In addition, any Shares which have been exchanged by a Participant as full or partial payment to the Company in connection with any grant under the Plan, shall be available for issuance under the Plan. In instances where a grant is settled in cash or any form other than Shares, then the Shares covered by these settlements shall not be deemed issued and shall remain available for issuance under the Plan. Any Shares that are issued by the Company as a result of the assumption or substitution of grants made by an acquired company shall not be counted against the number of Shares available for issuance under the Plan. 6. Adjustments and Reorganizations ------------------------------- The Committee may make such adjustments as it deems appropriate to meet the intent of the Plan in the event of changes that impact the Company's Share price or Share status, provided that any such actions are consistently and equitably applicable to all affected Participants and are otherwise consistent with the provisions of the Plan. In the event of a merger, reorganization, consolidation, recapitalization, share combination, stock dividend, stock split, spin-off or other distribution (other than normal cash dividends) of the Company's assets to its shareholders, or other change in the structure of the -4- 5 Company affecting its Shares, such appropriate adjustments shall be made (i) in the aggregate number and class of Shares which may be issued under the Plan pursuant to Section 5, and (ii) the number and class of and/or price of Shares subject to outstanding options granted under the Plan, as deemed appropriate by the Committee in its discretion, to prevent the dilution or enlargement of rights to any Participant. 7. Stock Options ------------- a. Grants of Stock Options ----------------------- Stock options granted pursuant to the Plan represent a right to purchase a specified number of Shares during a specified period and at a specified price as determined by the Committee at the time of grant, subject to the terms and provisions of the Plan and provided that the purchase price be not less than 100% of Fair Market Value on the date of grant. Subject to the provisions of Section 5, the Committee shall have discretion in determining the number of options and Shares subject to such options, as well as the time of grant, provided, however, that no such grants be made after the fifth anniversary of the effective date of this Plan. b. Vesting of Options ------------------ Options shall vest at such times and under such terms and conditions as determined by the Committee. The Committee shall have the authority to accelerate the -5- 6 vesting of any stock options as it deems appropriate for the Plan or the Company. c. Exercise of Options ------------------- Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant. d. Payment ------- The option exercise price shall be paid in full at the time of exercise of the option in cash or by check or, as may be provided by the Committee at any time, by delivery of Shares owned by the Participant in partial or full payment. e. Call Provision -------------- At the time of grant, the Committee may, in its discretion, subject the Shares underlying the options to a mandatory call feature and a limitation upon the amount paid in settlement of such stock options in the event of the exercise of such call feature. 8. Fair Market Value ----------------- Fair Market Value for all purposes under the Plan shall mean the average of the high and low prices of the Company's Shares as traded on an applicable stock exchange or in an established over-the-counter trading market for the date in question, provided that if the Shares were not traded on that day, the average of the high and low prices -6- 7 on the previous day are used to mean Fair Market Value. In the event that the Shares of the Company are not publicly traded, in the discretion of the Committee Fair Market Value shall be determined (i) by reference to the most recent prices paid for Shares by buyers at arms-length transactions, (ii) by reference to the most recent appraisal of the value of the Shares of the Company provided by an independent valuation firm or (iii) by such other appropriate means as the Committee shall deem appropriate. 9. Transferability --------------- No option granted pursuant to the Plan shall be assignable, alienable, saleable or otherwise transferable other than by will or by the laws of descent and distribution, pursuant to a qualified domestic relation order (as defined by the Code), or unless otherwise determined by the Committee. If a participant shall die, the executor or administrator of the participant's estate or a transferee of the option pursuant to a will or the laws of descent and distribution shall have the right to exercise the option in lieu of the participant. 10. Termination of Employment ------------------------- The Committee shall, in its discretion, determine, in the event of a termination of employment that is voluntary or involuntary, for cause or not for cause, or due to death, disability or retirement, the terms and conditions of the treatment of any outstanding stock options granted under -7- 8 the Plan. Such terms and conditions will be set forth at the time of grant and may provide that the Committee retains the right to amend such provisions. 11. Change of Control ----------------- a. Definition ---------- "Change of Control" shall mean a change of control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) promulgated under the Act whether or not the Company is then subject to such reporting requirements. Further, without limiting the generality of the foregoing, such a Change of Control shall be deemed to have occurred if any of the following events takes place. (i) The Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; (ii) During any period of twenty-four consecutive months, individuals who at the beginning of such period constitute the Board of Directors (including for this purpose any new director whose election or nomination for election by the -8- 9 Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors; or (iii) At any time when the outstanding voting securities of the Company are required to be registered under Section 12 of the Act, any "person" (as such term is used in Section 13(d) and 14(d) of the Act) is or becomes the "beneficial owner," as defined in Rule 13d-3 under the Act, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities; provided, however, this clause (iii) shall not apply to the acquisition by a person of securities of the Company representing 20% or more, but not in excess of 50% of the combined voting power of the Company's then outstanding securities if such acquisition of securities has been approved by a vote of at least two thirds of the directors in office just prior to the issuance or sale of securities to such person. For purposes of this paragraph (iii), the term "person" shall exclude any person or group who on the date hereof is the beneficial owner, directly -9- 10 or indirectly, of securities representing 10% or more of the combined voting power of the Company's presently outstanding securities. Notwithstanding the foregoing, in no event shall the consummation of the spin-off reorganization approved by the Board of Directors of the Company on August 24, 1993, constitute a Change of Control for purposes of this Agreement (the "Spinoff Reorganization"). b. Exercise and Vesting Options ---------------------------- Unless deemed otherwise by the Committee, all options outstanding under this Plan at the time of a Change of Control shall immediately become vested and exercisable, notwithstanding the provisions of Section 7 to the contrary, and will be exercisable until the end of their term as set at time of grant. 12. Agreements ---------- Grants under this Plan shall be evidenced by agreements that set forth the terms, conditions and limitations for each grant which may include the term of grant, the provisions applicable in the event the Participant's employment terminates and the Company's authority to unilaterally or bilaterally amend or modify any grant. 13. Plan Amendment -------------- The Committee may, at any time as it deems necessary, terminate, amend or modify the Plan. However, no such amendment, modification, or termination of the Plan may be -10- 11 made without the approval of the shareowners of the Company, if such approval is required by the Code or by the Act or by any other regulatory body with appropriate jurisdiction. 14. Tax Withholding --------------- The Company shall have the authority to deduct or withhold from any settlement of a grant made under the Plan an amount sufficient to satisfy federal, state, and local taxes required by law to be withheld. At the discretion of the Committee, a Participant may be permitted to pay to the Company the withholding amount in the form of cash or check, or previously owned Shares under such conditions as may be prescribed by the Committee, and such Shares shall be valued at the Fair Market Value as of the settlement date of the applicable grant. Further, a Participant may elect, subject to the approval of the Committee, to satisfy the withholding requirements, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is determined equal to an amount to satisfy federal, state and local tax withholding requirements. 15. Future Rights ------------- Nothing in the plan shall interfere with or limit in any way the right of the Company to terminate any Participants' employment at any time, nor confer upon any Participant any right to continue in the employment of the Company or to participate in any other benefit, severance or compensation -11- 12 plan provided by the Company. In addition, no person shall have the right to be selected to receive an option under the Plan, or having been selected, to be selected to receive a future option. 16. Governing Law ------------- The validity, construction and effect of the Plan and any actions taken or relating to the Plan and any and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Rhode Island and applicable federal law. 17. Rights as a Shareholder ----------------------- Except as otherwise provided in the grant agreement contemplated by Section 12 above, a Participant shall have no rights as a shareholder of the Company, including rights to receive dividends on or to vote Shares subject to an option, until the Participant becomes the holder of record of the Shares underlying the option. -12- EX-4.(B) 3 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN 1 Exhibit 4(b) PROVIDENCE JOURNAL COMPANY* --------------------------- 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN -------------------------------------------- 1. Purpose ------- The purpose of the 1994 Non-Employee Director Stock Option Plan (the "Plan") of Providence Journal Company (the "Company") is to attract and retain non-employees of high quality to serve as members of the Board of Directors of the Company (the "Board") and to promote both the long-term success of and shareholder interests in the Company. The Company believes the dynamics of a plan focused on increasing shareholder value will provide non-employee directors with a greater identity of interest between themselves and the shareholders of the Company. 2. Term ---- The Plan shall be effective as of October 1, 1994 and shall remain in effect until the earlier of five (5) years from the effective date or termination of the Plan by the Board. The Plan shall be subject to the approval by the shareholders of the Company. If that approval has not been obtained by September 28, 1995, the Plan shall be terminated, and any option grants theretofore made shall be - ------------------- *The Plan was assumed by The Providence Journal Company on October 5, 1995. Accordingly, all references to the "Company" shall be deemed to refer to The Providence Journal Company. In addition, the Board of Directors of The Providence Journal Company adopted technical amendments to the Plan on October 25, 1995, all of which are reflected herein. 2 void. After termination of the plan, no future grants may be made, but, subject to the preceding sentence, previously made grants shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of the Plan. 3. Plan Operation -------------- The Plan is intended to meet the requirements of Rule 16b-3(c)(2)(ii) adopted under the Securities Exchange Act of 1934 ("1934 Act") and accordingly is intended to be self-governing. To this end the Plan is intended to require no discretionary action by an administrative body with regard to any transaction under the Plan except as specified in Section 5(b) and 7 of the Plan. To the extent, if any, that any questions of interpretation arise, these shall be resolved by the Board. 4. Participation ------------- Participation under the Plan shall be limited to non-employee members of the Board. Participation shall be automatic and (1) any non-employee member of the Board as of October 1, 1994 shall receive an initial grant, and (2) any non-employee member of the Board as of October 5, 1995 and as of each subsequent October 1 of each year (the "Grant Date") while the Plan is in effect, shall be a Participant (a "Participant") under the Plan and shall automatically receive a stock option grant as contemplated herein. If in any year this specified Grant Date shall not be a business day, the Grant Date shall be the first business day following. -2- 3 5. Shares Subject to the Plan -------------------------- a. Number of Shares ---------------- Subject to the provisions of Section 5(b) below, the stock subject to the Plan shall be shares of Class A Common Stock (the "Shares"). The total amount of Shares which may be issued under the Plan shall not exceed four hundred (400). Shares may be authorized and unissued shares or treasury shares, as determined by the Board. If any option granted under the Plan is canceled, terminates, expires or lapses for any reason, any Shares subject to such option shall again be returned to the Plan and shall be available for issuance under the Plan. In addition, any Shares which have been exchanged by a Participant as full or partial payment to the Company in connection with any grant under the Plan, shall be available for issuance under the Plan. b. Adjustments ----------- The Board, as it deems appropriate to meet the intent of the Plan, may make such adjustments to the number and kind of Shares available under the Plan and to any outstanding stock options, provided such adjustments are consistent with the effect on other shareholders arising from any corporate restructuring or similar action. Such actions may include, but are not limited to, any stock dividend, stock split, combination or -3- 4 exchange of Shares, merger, consolidation, recapitalization, spin-off or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting Shares. The Board may also, when similarly appropriate, make such adjustment in the exercise price of outstanding stock options as it deems necessary to preserve the rights of Participants under the Plan. 6. Stock Options ------------- a. Granting of Stock Options ------------------------- Each Participant shall be granted a stock option to purchase five (5) Shares as of October 1, 1994 and on each subsequent Grant Date that the Plan is in effect. b. Exercise Price -------------- The purchase price for each Share covered by the initial stock option grant shall be $7,700; the purchase price for each Share covered by a subsequent stock option grant shall be 100% of Fair Market Value on the Grant Date. c. Payment ------- The option exercise price shall be paid in full at the time of exercise of the option in cash or by check or, by delivery of Shares owned by the Participant in partial or full payment. -4- 5 d. Duration and Exercisability --------------------------- Each stock option shall have a term of ten years and shall become initially exercisable, (except earlier as provided in Section 10) on the first anniversary of grant. Notwithstanding the foregoing, in the event of a Participant's death or ceasing to be a member of the Board as a result of disability, the stock option shall immediately become fully exercisable. e. Termination of Directorship --------------------------- When a Participant ceases to be a member of the Board, for whatever reason, each vested stock option, or portion thereof, held by such Participant shall continue to be exercisable for a period of three years or until the end of the original term, if sooner. Any non-vested stock option, or portion thereof, held by such Participant shall be canceled as of the Participant's date of termination of Board service. f. Call Provision -------------- At the time of grant, the Board may, in its discretion, subject the Shares underlying the stock options to a mandatory call feature and a limitation upon the amount paid in settlement of such stock options in the event of the exercise of such call feature. g. Documentation of Grants ----------------------- Stock options shall be evidenced by written agreements or such other appropriate documentation as the Board shall prescribe. -5- 6 7. Fair Market Value ----------------- Fair Market Value for all purposes under the Plan shall mean the average of the high and low prices of the Company's Shares as traded on an applicable stock exchange or in an established over-the-counter trading market for the date in question, provided that if the Shares were not traded on that day, the average of the high and low prices on the previous day are used to mean Fair Market Value. In the event that the Shares of the Company are not publicly traded, in the discretion of the Board Fair Market Value shall be determined (i) by reference to the most recent prices paid for Shares by buyers at arms-length transactions, (ii) by reference to the most recent appraisal of the value of the Shares of the Company provided by an independent valuation firm or (iii) by such other appropriate means as the Board shall deem appropriate. 8. Transferability --------------- No option granted pursuant to the Plan shall be assignable, alienable, saleable or otherwise transferable other than by will or by the laws of descent and distribution, pursuant to a qualified domestic relation order (as defined by the Code) or unless otherwise determined by the Board. If a Participant shall die, the executor or administrator of the Participant's estate or a transferee of the option -6- 7 pursuant to a will or the laws of descent and distribution shall have the right to exercise the option in lieu of the Participant. 9. Change of Control ----------------- a. Definition ---------- "Change of Control" shall mean a change of control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) promulgated under the Act whether or not the Company is then subject to such reporting requirements. Further, without limiting the generality of the foregoing, such a Change of Control shall be deemed to have occurred if any of the following events takes place: (i) The Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; (ii) During any period of twenty-four consecutive months, individuals who at the beginning of such period constitute the Board of Directors (including for this purpose any new director whose election or nomination -7- 8 for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors; or (iii) At any time when the outstanding voting securities of the Company are required to be registered under Section 12 of the Act, any "person" (as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial owner," as defined in Rule 13d-3 under the Act, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities; PROVIDED, HOWEVER, this clause (iii) shall not apply to the acquisition by a person of securities of the Company representing 20% or more, but not in excess of 50% of the combined voting power of the Company's then outstanding securities if such acquisition of securities has been approved by a vote of at least two thirds of the directors in office just prior to the issuance or sale of securities to such person. -8- 9 For purposes of this paragraph (iii), the term "person" shall exclude any person or group who on the date hereof is the beneficial owner, directly or indirectly, of securities representing 10% or more of the combined voting power of the Company's presently outstanding securities. Notwithstanding the foregoing, in no event shall the consummation of the spin-off reorganization approved by the Board of Directors of the Company on August 24, 1993, constitute a Change of Control for purposes of this Agreement (the "Spinoff Reorganization"). b. Exercise and Vesting Options ---------------------------- All options outstanding under this Plan at the time of a Change of Control shall immediately become vested and exercisable, notwithstanding the provisions of Section 7 to the contrary, and will be exercisable until the end of their term as set at time of grant. 10. Plan Amendment -------------- The Board may suspend the Plan or amend the Plan if deemed to be in the best interests of the Company and its stockholders; provided, however, that (i) no such amendment may impair any Participant's right regarding any outstanding stock option without his or her consent, and (ii) the Plan may not be amended more than once every six months, and only to the extent such amendment is permitted by Rule 16b(c)(2)(ii)(B), or its successor, under the 1934 Act. -9- 10 11. Future Rights ------------- Neither the Plan, nor the granting of stock options nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement understanding, express or implied, that the Company will retain a Participant for any period of time, or at any particular rate of compensation as a member of the Board. Nothing in this Plan shall in any way limit or affect the right of the Board or the shareholders of the Company to remove any Participant from the Board or otherwise terminate his or her service as a member of the Board. 12. Governing Law ------------- The validity, construction and effect of the Plan and any actions taken or relating to the Plan and any and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Rhode Island and applicable federal law. 13. Rights as a Shareholder ----------------------- A participant shall have no rights as a shareholder of the Company, including rights to receive dividends on or to vote Shares subject to an option, until the Participant becomes the holder of record of the Shares underlying the option. -10- EX-5 4 OPINION OF EDWARDS & ANGELL RE LEGALITY 1 EXHIBIT 5 November 1, 1995 The Providence Journal Company 75 Fountain Street Providence, RI 02902 Re: 1994 Employee and Non-Employee Director Stock Option Plan --------------------------------------------------------- Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by The Providence Journal Company (the "Company") with the Securities and Exchange Commission on the date hereof in connection with the registration under the Securities Act of 1933, as amended, of 4,150 additional shares of the Company's Class A Common Stock, $1.00 par value (the "Common Stock"), to be issued pursuant to stock options under the Company's 1994 Employee Stock Option Plan and the Company's 1994 Non-Employee Director Stock Option Plan (the "Plans"). We have served as counsel for the Company and, as such, have assisted in the organization thereof under the laws of the State of Delaware and are familiar with all corporate proceedings since its organization. We have examined the following documents and records: 1. The Certificate of Incorporation of the Company, as amended; 2. The By-laws of the Company, as amended; 3. The Plans; 4. All corporate minutes and proceedings of the Company relating to the Plans and the issuance of the Common Stock being registered under the Registration Statement; and 5. The specimen certificate of the Common Stock. We have also examined such further documents, records and proceedings as we have deemed pertinent in connection with the issuance of said Common Stock. In our examination, we have 2 The Providence Journal Company November 1, 1995 Page Two assumed the genuineness of all signatures, the legal capacity of natural persons, the completeness and authenticity of all documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies, and the validity of all laws and regulations. We are qualified to practice law in the State of Rhode Island and we do not purport to express any opinion herein concerning any law other than the laws of the State of Rhode Island, the federal law of the United States and the General Corporation Law of the State of Delaware. Based upon such examination, it is our opinion that the Common Stock being registered by the Registration Statement, when issued and paid for as contemplated by the Plans, assuming due execution of the certificates therefor, will be legally issued, fully paid and non-assessable. Partners and of counsel attorneys of Edwards & Angell own 106 shares of the Registrant. Benjamin P. Harris, III, a Director of the Registrant, is a partner of Edwards & Angell. We hereby consent to the use of our name in and the use of this opinion in connection with the Registration Statement and all amendments thereto. Very truly yours, EDWARDS & ANGELL By: /s/ Laura N. Wilkinson ----------------------- Laura N. Wilkinson Partner -2- EX-23.(A) 5 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23(a) ------------- CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Shareholders of The Providence Journal Company: We consent to the incorporation by reference herein of our reports on the consolidated financial statements and schedule of Providence Journal Company and Subsidiaries and to the reference to our firm under the heading "Experts" in the Prospectus. /s/KPMG Peat Marwick LLP KPMG Peat Marwick LLP Providence, Rhode Island October 31, 1995 EX-23.(B) 6 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23(b) ------------- INDEPENDENT AUDITORS CONSENT We consent to the incorporation by reference in this registration statement of The Providence Journal Company on Form S-8 of our report on the financial statements of King Holding Corp. and subsidiaries dated February 10, 1995, appearing in Registration Statement No. 33-57479 of The Providence Journal Company dated August 31, 1995. We also consent to the reference to us under the heading "Experts" in the Prospectus which is a part of such registration statement. /s/Deloitte & Touche LLP Boston, Massachusetts October 31, 1995 -----END PRIVACY-ENHANCED MESSAGE-----