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Registration No. 33- ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LEE ENTERPRISES, INCORPORATED
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(Exact Name of Registrant Specified in its Charter)
Delaware 42-0823980
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(State or Other Jurisdiction (IRS Employer
of Incorporation or Identification No.)
Organization)
215 N. MAIN ST., DAVENPORT, IA 52801
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(Address of Principal Executive Offices) ZIP Code
AMENDED AND RESTATED LEE ENTERPRISES, INCORPORATED
1977 EMPLOYEES' STOCK PURCHASE PLAN
(Full Title of the Plan)
Larry L. Bloom
Vice President and Treasurer
Lee Enterprises, Incorporated
215 N. Main Street
Davenport, Iowa 52801
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(Name and Address of Agent for Services)
(319) 383-2100
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(Telephone Number, Including Area Code, of Agent for Service)
Please send copies of all communications to:
C. Dana Waterman III
Lane & Waterman
600 Norwest Bank Building
220 N. Main St., Ste. 600
Davenport, IA 52801-1987
Approximate date of proposed commencement of sales pursuant to plan: As soon as
practicable after the effective date of the registration statement.
The registration statement is 9 pages in length. The Exhibit Index is found on
page 5 of the registration statement.
As Filed with the Securities and Exchange Commission
On June 20, 1996
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered1 Share2 Price Fee
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Common Stock ........ 1,400,000 $ 23.25 $32,550,000 $ 11,224.14
($2.00 par
value)
____________________
1 The Registration Statement also includes an indeterminable number of
additional shares that may become issuable if the anti-dilution provisions
of the Plan become operative.
2 Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457, on the basis of the average of the high ($23 1/2)
and the low ($23) prices paid for a share of Lee Enterprises, Incorporated
on June 19, 1996 as reported on the New York Stock Exchange Composite
Transactions Tape. The shares are to be offered at 85% of market price.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Items 3, 4, 6, 7, 8, 9.
The contents of the Company's Registration Statement on Form
S-8, Part II, No. 33-19725, filed on or about January 20, 1988, for its 1977
Employees' Stock Purchase Plan, shall be deemed to be incorporated by reference
herein and to be made a part hereof.
Item 5. Interest of Named Experts and Counsel.
The legality of the Common Stock which may be purchased under
the Amended and Restated 1977 Employers' Stock Purchase Plan (the "Plan") has
been passed upon by Lane & Waterman, 600 Norwest Bank Building, 220 N. Main
Street, Ste. 600, Davenport, Iowa. C. D. Waterman III, a partner in said firm,
is the secretary of the Company. As of June 1, 1996, attorneys in the firm of
Lane & Waterman beneficially own 42,594 shares of Common Stock of the Company
and 33,906 shares of Class B Common Stock of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the issuer
certifies that it has reasonable grounds to believe that it meets all of the
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 Davenport, State of Iowa, on the 20th day of June,
1996.
Date: June 20, 1996 LEE ENTERPRISES, INCORPORATED
/s/ Richard D. Gottlieb /s/ Larry L. Bloom
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Richard D. Gottlieb, President, Larry L. Bloom, Vice-President
Chief Executive Officer, and of Finance, Treasurer and
Director Chief Financial Officer
/s/ G. C. Wahlig
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G. C. Wahlig,
Principal Accounting Officer
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
Exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in
Regulation S-K)
5. Opinion of Lane & Waterman as to legality of _____
the securities being registered.
23. (i) Consent of McGladrey & Pullen, L.L.P. _____
(ii) Consent of Lane & Waterman. _____
24. Power of Attorney.
Exhibit 5
June 20, 1996
OPINION OF COUNSEL
Securities and Exchange Commission
Room 1004
450 Fifth Street N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have acted as counsel for Lee Enterprises, Incorporated, a Delaware
corporation (the "Company"), in connection with a legality of the shares of
Common Stock which may be purchased under the Company's Amended and Restated
1977 Employees' Stock Purchase Plan (the "Plan").
As counsel for the Company, we have examined the corporate organization of
the Company and we have made such other examinations as we have deemed necessary
and/or appropriate as a basis for the opinions hereinafter expressed.
Based upon and subject to the foregoing and subject to the qualifications
stated below, we express the following opinions:
That 1,400,000 shares of authorized Common Stock of the Company of the par
value of $2.00 per share (the "Common Stock") have been duly and legally
reserved for issuance upon grant of options to purchase Common Stock of the
Company under the Company's Plan, and when sold, issued and paid for in
accordance with the terms and provisions of the Plan will be legally issued,
fully paid and nonassessable shares of Common Stock of the Company.
Sincerely,
/s/ LANE & WATERMAN
Exhibit 23(i)
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Lee Enterprises, Incorporated
Davenport, Iowa
We hereby consent to the incorporation by reference in the June 20, 1996
Registration Statement on Form S-8 for the Amended and Restated 1977 Employees'
Stock Purchase Plan and in the related Prospectus of our report, dated October
26, 1995, except for Note 2 as to which the date is November 9, 1995, with
respect to the financial statements of Lee Enterprises, Incorporated and
subsidiaries, incorporated by reference in the Annual Report on Form 10-K of Lee
Enterprises, Incorporated and subsidiaries for the year ended September 30,
1995.
Sincerely,
/s/ MCGLADREY & PULLEN, L.L.P.
Davenport, Iowa
June 20, 1996
Exhibit 23(ii)
CONSENT OF COUNSEL
Messrs. Lane & Waterman hereby consent to the reference to
them in the Registration Statement of Lee Enterprises, Incorporated under the
caption "Interests of Named Experts and Counsel" and to the filing of their
Exhibit 5, dated June 20, 1996, to the registration statement.
Sincerely,
/s/ LANE & WATERMAN
Davenport, Iowa
June 20, 1996
Exhibit 24
POWER OF ATTORNEY
We, the undersigned directors of Lee Enterprises,
Incorporated, hereby severally constitute Richard D. Gottlieb, Larry L. Bloom
and G. C. Wahlig, and each of them, our true and lawful attorneys with full
power to them, and each of them, to sign for us and in our names, in the
capacities indicated below, the Registration Statement filed herewith and any
amendments to said Registration Statement, and generally do all such things in
our name and behalf in our capacities as directors to enable Lee Enterprises,
Incorporated to comply with the provisions of the Securities Act 1933 as
amended, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or either of them, to said Registration Statement on Form S-8 and any
and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this power
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated:
Signature Title Date
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/s/ Lloyd G. Schermer
Lloyd G. Schermer Chairman of the November 9, 1995
Board of Directors
/s/ J. P. Guerin
J. P. Guerin Director November 9, 1995
/s/ Phyllis Sewell
Phyllis Sewell Director November 9, 1995
/s/ Mark Vittert
Mark Vittert Director November 9, 1995
/s/ Ronald L. Rickman
Ronald L. Rickman Director November 9, 1995
Richard W. Sonnenfeldt Director December 16, 1995
/s/ Rance E. Crain
Rance E. Crain Director November 9, 1995
/s/ Charles E. Rickershauser, Jr.
Charles E. Rickershauser, Jr. Director November 9, 1995
/s/ Andrew E. Newman
Andrew E. Newman Director November 9, 1995