-----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, T0lu+vwMlLRWE4908zjmgIJR0tLAaAO/aCx+THB2e4VQrGPpQonMryIAU8ANQwNn h61yvCQ5e4FpYiFxu2MJqQ== 0000950135-95-002320.txt : 19951109 0000950135-95-002320.hdr.sgml : 19951109 ACCESSION NUMBER: 0000950135-95-002320 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951108 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENCE JOURNAL CO CENTRAL INDEX KEY: 0000080816 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63883 FILM NUMBER: 95588135 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 424B3 1 THE PROVIDENCE JOURNAL COMPANY 1 Registration No. 33-63883 Rule 424(b)(3) PROSPECTUS ---------- 1,058 Shares THE PROVIDENCE JOURNAL COMPANY Class A Common stock $1.00 Par Value THE OFFERING This Prospectus relates to 1,058 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 1,058 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 8, 1995 2 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- 3 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
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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
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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 50 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.
-7- 6 (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- 7 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- -----END PRIVACY-ENHANCED MESSAGE-----