SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LEE ENTERPRISES, INCORPORATED
(Exact Name of Registrant Specified in its Charter)
Delaware 42-0823980
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
215 N. MAIN STREET, DAVENPORT, IA 52801
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
319-383-2100
Larry L. Bloom
Vice President and Treasurer
Lee Enterprises, Incorporated
215 N. Main Street
Davenport, IA 52801
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
(319) 383-2100
Please send copies of all communications to:
C. Dana Waterman III
Lane & Waterman
600 Norwest Bank Building
220 N. Main Street, Ste. 600
Davenport, IA 58201-1987
(319) 324-3426
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If any of the securities being registered on the Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ x ]
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum
Securities Amount Aggregate Proposed Maximum Amount of
to be to be Offering Offering Registration
Registered Registered Price Per Share1 Price Fee
- --------------------------------------------------------------------------------
Common Stock 3,293,286 $23.75 $78,215,542 $23,701.67
($2.00 par
value)
The registration statement is 26 pages in length. The Exhibit Index is found on
page 8 of the registration statement.
As filed with the Securities and Exchange Commission
On April 25, 1997
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1 Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457 on the basis of the average of the high ($24) and
the low ($23 1/2) prices paid for a share of Lee Enterprises, Incorporated
Common Stock on April 18, 1997 as reported on the New York Stock Exchange
Composite Transactions Tape.
Subject to Completion
April _____, 1997
- --------------------------------------------------------------------------------
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the date the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
- --------------------------------------------------------------------------------
PROSPECTUS
LEE ENTERPRISES, INCORPORATED
3,293,286 SHARES OF
COMMON STOCK
$2.00 PAR VALUE
This Prospectus pertains to an offering from time to time of up to 3,293,286
shares of common stock, $2.00 par value (the "Shares") of Lee Enterprises,
Incorporated (the "Company") held by stockholders (the "Selling Stockholders")
who directly or beneficially received the Shares on March 31, 1995 in exchange
for 50.25% of the outstanding shares of Journal-Star Printing Co., a subsidiary
which prior to the acquisition was 49.75% owned by the Company. See "SELLING
STOCKHOLDERS". The Company will not receive any proceeds from the sale of the
Shares covered by this Prospectus. The Company has agreed to pay certain
registration expenses in connection with this offering (excluding brokerage
commissions) estimated at approximately $41,201.67.
The distribution of the Shares by the Selling Stockholders may be effected from
time to time, in one or more transactions on the New York Stock Exchange or
otherwise, in special offerings, exchange distributions or secondary
distributions pursuant to and in accordance with the rules of the New York Stock
Exchange, in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions by selling Shares
to or through broker-dealers, and such broker-dealers may receive compensation
in the form of underwriting discounts, concessions or commissions from Selling
Stockholders and/or purchasers of the Shares from whom they may act as agent
(which compensation may be in excess of customary commissions). See "SELLING
STOCKHOLDERS" and "PLAN OF DISTRIBUTION".
The Company's Common Stock, $2.00 par value (the "Common Stock") is traded on
the New York Stock Exchange under the symbol LEE. On November 9, 1995, the
Company's Board of Directors declared a two-for-one stock split on the Company's
Common Stock and Class B Common Stock effected in the form of a stock dividend
to holders of record on November 20, 1995. All Common Stock data has been stated
herein to reflect the split. On April 23, 1997, the closing price for the Common
Stock on the New York Stock Exchange was $24 5/8.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION NOT
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO PURCHASE, THE COMPANY'S COMMON STOCK OR THE SHARES OFFERED BY
THIS PROSPECTUS IN ANY JURISDICTION OR FROM ANY PERSON TO WHOM OR FROM WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN A CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS.
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 OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus dated April __, 1997
AVAILABLE INFORMATION
Lee Enterprises, Incorporated, a Delaware corporation, with principal executive
offices at 215 N. Main Street, Davenport, IA 52801, telephone number (319)
383-2100, is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following regional
offices of the Commission: Seven World Trade Center, 13th Floor, New York, NY
10048; and Citicorp Center, 500 West Madison Street, Ste. 1400, Chicago, IL
60661. Copies of such material can also be obtained from the Public Reference
Section of the Commission at Seven World Trade Center, 13th Floor, New York, NY
10048, at prescribed rates. The Company's Common Stock is listed on the New York
Stock Exchange ("NYSE"). Such reports, proxy statements and other information
can also be inspected at the offices of the NYSE, 20 Broad Street, New York, NY
10005. The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding issuers that file
electronically. The address of such site is http://www.sec.gov.
The Company has filed with the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, a Registration Statement on Form S-3 and exhibits thereto under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
securities offered hereby (the "Registration Statement"). This Prospectus does
not contain all the information set forth in the Registration Statement which
the Company has filed with the Commission, certain items of which have been
omitted and are contained in schedules and exhibits to the Registration
Statement as permitted by the rules and regulations of the Commission. Reference
is hereby made to such omitted portions for further information about the
Company and the securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. The Company will provide without charge to each
person to whom this Prospectus is delivered, upon written or oral request of
such person, a copy of any document incorporated by reference in this
Prospectus, other than exhibits to any such document not specifically described
above. Requests for such documents should be directed to Sharon Bertram, Lee
Enterprises, Incorporated, 400 Putnam Building, 215 N. Main Street, Davenport,
IA 52801-1924 (telephone number (319) 383-2100).
The following documents filed with the Commission (file No. 1-6227) are
incorporated by reference in, and made a part hereof, this Prospectus: (i) the
Company's Annual Report on Form 10-K for the year ended September 30, 1996; (ii)
the Company's Quarterly Report on Form 10-Q for the quarter ended December 31,
1996; (iii) the Company's Current Reports on Form 8-K dated November 4, 1996 and
January 30, 1997; (iv) the Company's Registration Statement on Form 8-A filed on
or about February 28, 1978, containing a description of the Company's Common
Stock; and (v) the Company's Registration Statement on Form 8-A filed on or
about February 10, 1986, containing a description of the Company's Common Stock
and Class B Common Stock.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Shares shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such reports and documents. Any statement contained herein or
in a document incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded 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 such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
LEE ENTERPRISES, INCORPORATED
Lee Enterprises, Incorporated owns and operates nine full-service network
affiliated television stations and seven satellite television stations, and
publishes 19 daily newspapers and 40 weekly and specialty publications. The
Company's principal executive offices are located at 400 Putnam Building, 215 N.
Main Street, Davenport, IA 52801-1924 (telephone number (319) 383-2100).
SELLING STOCKHOLDERS
The following table identifies the Selling Stockholders and indicates (i) the
nature of any position, office or other material relationship that such Selling
Stockholder has had within the past three years with the Company (or any of its
predecessors or affiliates) and (ii) the number of Shares of Common Stock owned
by the Selling Stockholder prior to the offering and the number of Shares to be
offered for the Selling Stockholder's account and the number of Shares and
percentage of outstanding Shares to be owned by the Selling Stockholder after
completion of the offering. The information is current as of April 24, 1997.
Shares
and Per-
centage of
Shares Shares Class
Position with Owned Sold Owned
or Relationship Before the in the After the
Name(1) to the Company Offering Offering Offering
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Journal Limited
Partnership (2) (2) 3,048,760 3,048,760 0 (0%)
Trust for the Benefit
of Fred Seacrest/
Mark T. Seacrest
Share (2) (2) 244,526 244,526 0 (0%)
James C. Seacrest
Revocable Trust (2) (2) (2) (2) 0 (0%)
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(1) Except as otherwise indicated in the footnotes to the above table, the
Company believes the Selling Stockholders have sole voting and investment
powers with respect to the Shares of Common Stock shown above opposite
their respective names.
(2) On March 31, 1995, the Company issued 3,293,286 shares of its Common Stock,
$2.00 par value, to Journal Limited Partnership, a Nebraska limited
partnership ("JLP"), in exchange for 50.25% of the outstanding shares of
Journal-Star Printing Co., an affiliate of the Company which prior to the
acquisition was 49.75% owned by the Company (the "Exchange"). Subsequently,
JLP distributed 244,526 of the Shares to one of its limited partners, the
Trust for the Benefit of Fred Seacrest/Mark T. Seacrest Share. The voting
power and investment power with respect to the Shares held in this Trust
are exercised by the trustee of the Trust, National Bank of Commerce Trust
and Savings Association, Lincoln, Nebraska. After the effective date of
this Registration Statement, JLP will distribute 31,311 Shares to another
of its limited partners, the James C. Seacrest Revocable Trust. The voting
power and investment power with respect to the Shares held in this Trust
will be exercised by the trustee of the Trust, National Bank of Commerce
Trust and Savings Association, Lincoln, Nebraska.
SHAREHOLDERS' AGREEMENT. The Selling Stockholders' Shares delivered by the
Company in the Exchange are subject to a Shareholders' Agreement between the
Company and JLP dated February 27, 1995, as amended by an Addendum and Second
Addendum to the Shareholders' Agreement (collectively, the "Shareholders'
Agreement"), which provides for certain restrictions on the transferability of
the Selling Stockholders' Shares unless such transfers are made in reliance upon
an exemption under the Securities Act or pursuant to an effective Registration
Statement filed under the Securities Act.
The Shareholders' Agreement also allows the Company, by notice to the Selling
Stockholders, to suspend any Transfer (as defined in the Shareholders'
Agreement) in order to permit updating of this Prospectus, with such updating or
amendment to occur as soon as reasonably practicable after the date of the
Company's notice. No Transfer may be effected until an amendment or supplement
to this Registration Statement becomes effective.
The Shareholders' Agreement further provides that the Company shall use its best
efforts to prepare, file and have effective a registration statement under the
Securities Act with respect to the Selling Stockholders' Shares. The
Shareholders' Agreement is incorporated by reference herein from Exhibit (c)(2)
to the Company's Current Report on Form 8-K, filed March 31, 1995, and the
Addendum to the Shareholders' Agreement and the Second Addendum to the
Shareholders' Agreement are incorporated by reference herein as exhibits to this
Registration Statement.
At December 31, 1996, 3,048,760 Shares held by JLP represented 8.89% and the
Trust for the Benefit of Fred Seacrest/ Mark T. Seacrest Share and the James C.
Seacrest Revocable Trust represented less than 1% of the Company's outstanding
Common Stock, respectively. Aside from its ownership of the Company's Common
Stock, JLP, the Trust for the Benefit of Fred Seacrest/Mark T. Seacrest Share
and the James C. Seacrest Revocable Trust have no other material relationship
with the Company or any of its affiliates, any director or officer of the
Company, or any associate of such director or officer.
PLAN OF DISTRIBUTION
The distribution of the Selling Stockholders' Shares by them may be effected
from time to time, in one or more transactions on the NYSE or otherwise, in
special offerings, exchange distributions or secondary distributions pursuant to
and in accordance with the rules of the NYSE, in the over-the counter market, in
negotiated transactions, or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from Selling Stockholders and/or purchasers of Shares
for whom they may act as agent (which compensation may be in excess of customary
commissions). Selling Stockholders and broker-dealers that participate with the
Selling Stockholders in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit on the resale of the Selling
Stockholders' Shares may be deemed to be underwriting compensation.
LEGAL OPINION
The legality of the Common Stock offered hereby 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 March 1, 1997, attorneys in the firm of Lane & Waterman
beneficially own 33,814 shares of the Company's Common Stock and 30,286 shares
of the Company's Class B Common Stock.
EXPERTS
The consolidated financial statements of the Company for the years ended
September 30, 1996, 1995 and 1994 incorporated by reference herein, have been
audited by McGladrey & Pullen, LLP, independent certified public accountants, to
the extent and for the periods indicated in their report and have been
incorporated by reference herein, and upon the authority of such firm as experts
in accounting and auditing.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate, subject to future contingencies, of the expenses
to be incurred by the Company in connection with distribution of the securities
being registered:
Registration Fee $23,701.67
Legal Fees and Expenses $20,000.00
Accounting Fees and Expenses $ 1,500.00
Total $41,201.67
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes indemnification
of directors and officers of a Delaware corporation under certain circumstances
against expenses, judgments and the like in connection with an action, suit or
proceeding. Article Fifth of the Company's Restated Certificate of Incorporation
and Article III, Section 7 of the Company's By-Laws provide for broad
indemnification of the Company's directors and officers.
ITEM 16. EXHIBITS
3.1 Restated Certificate of Incorporation, as amended (incorporated by
reference to Exhibit 1 to the Company's Registration Statement on Form
8-A dated February 28, 1986; incorporated by reference to parts III
and IV of the Company's Annual Report on Form 10-K for the year ended
September 30, 1986; and incorporated by reference to parts III and IV
of the Company's Annual Report on Form 10-K for the year ended
September 30, 1989; and incorporated by reference to parts III and IV
of the Company's Annual Report on Form 10-K for the year ended
September 30, 1990).
3.2 By-Laws as amended.
4.1 Specimens of securities being registered (incorporated by reference to
Exhibit 7 to the Company's Registration Statement on Form 8-A filed on
or about February 27, 1978).
4.2 The Company's Note Purchase Agreement, dated as of December 1, 1990,
by and among the Company and the Purchasers named in Schedule II to
the Agreement (incorporated by reference to Exhibit 4(iv) to the
Company's Registration Statement on Form S-8, filed on or about March
30, 1992).
5. Opinion of Lane & Waterman.
10.1 Plan and Agreement of Reorganization (including Shareholders'
Agreement and other exhibits) by and among Lee Enterprises,
Incorporated, Journal Limited Partnership, J-S Acquisition Corp. and
Journal-Star Printing Co. dated February 27, 1995 (incorporated by
reference to Exhibit (c)(1) to the Company's current report on Form
8-K dated March 31, 1995).
10.2 Shareholders' Agreement by and between Lee Enterprises, Incorporated
and Journal Limited Partnership (incorporated by reference to Exhibit
(c)(2) to the Company's current report on Form 8-K dated March 31,
1995); Addendum to Shareholders' Agreement; and Second Addendum to
Shareholders' Agreement dated April 18, 1997.
23. (i) Consent of McGladrey & Pullen, LLP.
(ii) Consent of Lane & Waterman (included as part of Exhibit 5
herewith).
24. Power of Attorney.
ITEM 17. UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent posteffective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) 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, each such posteffective amendment 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.
(3) To remove from registration by means of a posteffective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the
Company 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 Company 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 Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3, 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 25th day of April, 1997.
Date: April 25, 1997 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
----------------------------------------
G. C. Wahlig,
Principal Accounting Officer
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
3.1 Restated Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A dated
February 28, 1986; incorporated by reference to parts
III and IV of the Company's Annual Report on Form
10-K for the year ended September 30, 1986;
incorporated by reference to parts III and IV of the
Company's Annual Report on Form 10-K for the year
ended September 30, 1989; and incorporated by
reference to parts III and IV of the Company's Annual
Report on Form 10-K for the year ended September 30,
1990).
3.2 By-Laws as amended.
4.1 Specimens of securities being registered (incorporated by
reference to Exhibit 7 to the Company's Registration
Statement on Form 8-A filed on or about February 27,
1978).
4.2 The Company's Note Purchase Agreement, dated as of
December 1, 1990, by and among the Company and the
Purchasers named in Schedule II to the Agreement
(incorporated by reference to Exhibit 4(iv) to the
Company's registration statement on Form S-8, filed
on or about March 30, 1992).
5. Opinion of Lane & Waterman.
10.1 Plan and Agreement of Reorganization (including
Shareholders' Agreement and other exhibits) by and among Lee
Enterprises, Incorporated, Journal Limited Partnership, J-S
Acquisition Corp. and Journal-Star Printing Co. dated
February 27, 1995 (incorporated by reference to Exhibit
(c)(1) to the Company's current report on Form 8-K dated
March 31, 1995).
10.2 Shareholders' Agreement by and between Lee
Enterprises, Incorporated and Journal Limited
Partnership (incorporated by reference to Exhibit
(c)(2) to the Company's current report on Form 8-K
dated March 31, 1995); Addendum to Shareholders'
Agreement; and Second Addendum to Shareholders'
Agreement dated April 18, 1997.
23. (i) Consent of McGladrey & Pullen, LLP.
(ii) Consent of Lane & Waterman (included as part of Exhibit 5
filed herewith).
24. Power of Attorney.
EXHIBIT 3.2
BY-LAWS
OF
LEE ENTERPRISES, INCORPORATED
(A Delaware corporation)
Effective January 29, 1997
ARTICLE I
OFFICES
SECTION 1. Principal Office. The principal office shall be at
229 South State Street, in the City of Dover, County of Kent, State of Delaware,
and the name of the resident agent in charge thereof is THE PRENTICE-HALL
CORPORATION SYSTEM, INC.
SECTION 2. Other Offices. The corporation may also have an
office or offices at such other place or places, within or without the State of
Delaware, as the Board of Directors may from time to time designate or the
business of the corporation require.
ARTICLE II
STOCKHOLDERS' MEETINGS
SECTION 1. Annual Meetings. An annual meeting of the
stockholders of the corporation shall be held at such time and place within or
without the State of Delaware as may be determined by the Board of Directors,
and as shall be designated in the notice of said meeting, for the purpose of
electing directors and for the transaction of such other proper business, notice
of which was given in the notice of the meeting.
SECTION 2. Nomination of Directors and other business.
(a) Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors. Nominations of
persons for election as directors may be made at a meeting of stockholders only
(x) by or at the direction of the Board of Directors, (y) by any person or
persons authorized to do so by the Board or (z) by any stockholder of the
corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 2. Such
nomination, other than those made by or at the direction of the Board or by
persons authorized by the Board, shall be made pursuant to timely notice in
writing to the Chairman of the Nominating Committee of the Board of Directors.
Such stockholder's notice of a proposed nomination shall set forth, as to each
person whom the stockholder proposes to nominate for election or re-election as
a director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of capital stock of the corporation which are
beneficially owned by the person, and (iv) any other information relating to the
person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as now or hereafter amended; and as to the stockholder giving the
notice, (v) the name and record address of such stockholder and (vi) the class
and number of shares of the corporation which are beneficially owned by such
stockholder. The corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the corporation to determine
the eligibility of such proposed nominee to serve as director. No person shall
be eligible for election as a director of the corporation unless nominated in
accordance with the procedures set forth herein and unless qualified under the
other provisions of these bylaws. If the Chairman of the meeting determines that
a nomination was not made in accordance with the foregoing procedure, he shall
so declare to the meeting and the defective nomination shall be disregarded.
(b) To be properly brought before any annual or special
meeting of stockholders, business must be either (x) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board,
(y) otherwise properly brought before the meeting by or at the direction of the
Board, or (z) otherwise properly brought before the meeting by a stockholder. In
addition to any other applicable requirements, for business to be properly
brought before a meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the corporation. A
stockholder's notice to the Secretary shall set forth with respect to each
matter the stockholder proposes to bring before the meeting (i) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (ii) the name and record
address of the stockholder proposing such business, (iii) the class and number
of shares of the corporation which are beneficially owned by the stockholder,
and (iv) any material interest of the stockholder in such business.
Notwithstanding anything in these bylaws to the contrary, no business shall be
conducted at any meeting of stockholders except in accordance with the
procedures set forth in this Section 2, provided, however, that nothing in this
Section 2 shall be deemed to preclude discussion by any stockholder of any
business properly brought before the meeting. If the Chairman of the meeting
determines that such business was not properly brought before the meeting in
accordance with the foregoing procedure, he shall so declare to the meeting, and
any such business not properly brought before the meeting shall not be
transacted.
(c) To be timely, a stockholder's notice of nomination or
other business must be delivered to, or mailed and received at, the principal
executive offices of the corporation, as to the annual meeting of stockholders,
not later than the date fixed annually by the Board of Directors and set forth
in the proxy statement for the preceding annual meeting. As to any other meeting
such notice shall be given not less than 40 days nor more that 65 days prior to
the meeting; provided, however, that in the event that less than 45 days' notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 15th day following the day on which such
notice of the date of the special meting was mailed or such public disclosure
was made, whichever first occurs.
SECTION 3. Special Meetings. Special meetings of the
stockholders may be held at such time and place within or without the State of
Delaware as may be designated in the notice of said meeting, upon call of the
Board of Directors, the Chairman of the Board, or the President.
SECTION 4. Notice of Meetings and Adjourned Meetings. Unless
otherwise provided by law, written notice of any meeting of the stockholders
stating the place, date, hour and purpose or purposes of the meeting shall be
given not less than ten (10) nor more than fifty (50) days before the date of
the meeting to each stockholder entitled to vote at such meeting. If mailed,
notice shall be deemed for all purposes to have been given when deposited in the
United States mail, postage prepaid, directed to the stockholder at the address
of the stockholder as it appears on the records of the corporation. An affidavit
of the Secretary or an Assistant Secretary or of the transfer agent of the
corporation that the notice has been given shall, in the absence of fraud, be
prima facie evidence of the facts stated therein.
When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken, provided that if the
adjournment is for more than thirty (30) days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
SECTION 5. Record Date for Determination of Stockholders. In
order that the corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the stock record books of the corporation shall not be closed, but the Board of
Directors shall fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such meeting, nor more
than sixty (60) days prior to any other action.
A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
SECTION 6. Quorum. Except as otherwise provided by law or the
Certificate of Incorporation a quorum of all meetings of stockholders shall
consist of the holders of record of stock representing a majority of the voting
power of all classes of the Corporation, issued and outstanding, entitled to
vote at the meeting, present in person or by proxy. For purposes of the
foregoing, two or more classes or series of stock shall be considered a single
class if the holders thereof are entitled to vote together as a single class at
the meeting. In the absence of a quorum at any meeting or any adjournment
thereof, a majority of the voting power of those present in person or by proxy
and entitled to vote may adjourn such meeting from time to time. At any
adjourned meeting at which a quorum is present any business may be transacted
which might have been transacted at the meeting as originally called.
SECTION 7. Organization. Meetings of the stockholders shall be
presided over by the President. If he is not present, the Chairman of the Board
or a Vice President (in that order) shall preside. In their absence or inability
to act, another person designated by the President shall preside. The Secretary
of the corporation, or an Assistant Secretary, shall act as secretary of every
meeting, but if neither the Secretary nor an Assistant Secretary is present, the
meeting shall choose any person present to act as secretary of the meeting.
SECTION 8. Voting. Except as provided in Section 9(a) or as
otherwise provided by law, each stockholder entitled to vote at any meeting of
stockholders shall be entitled to such number of votes as is specified, in
respect of the class or series of capital stock held by such stockholder, in the
corporation's Restated Certificate of Incorporation. Any vote of stock of the
corporation may be given by the stockholder entitled thereto in person or by his
proxy appointed by an instrument in writing, subscribed by such stockholder or
his attorney thereto authorized and delivered to the Secretary of the meeting;
provided, however, that no proxy shall be voted on after three (3) years from
its date unless said proxy provides for a longer period. Except as otherwise
required by law or the Restated Certificate of Incorporation or these By-Laws,
or in electing directors, all matters coming before any meeting of the
stockholders shall be decided by the vote of a majority of the voting power of
all classes of stock of the corporation present in person or by proxy at such
meeting and entitled to vote thereat, a quorum being present. At all elections
of directors the voting may, but need not be, by ballot and a plurality of the
votes cast thereat shall elect.
SECTION 9(a). Voting of Shares by Aliens. No more than twenty
percent (20%) of the outstanding shares of stock of the corporation entitled to
vote on any matter submitted to stockholders (including the election of
directors) shall be voted, directly or indirectly, by or for the account of all
aliens as a group. All references herein to "alien" shall include the
representatives, associates and affiliates of such alien. The term "alien",
"representative", "associate", and "affiliate" shall be defined as set forth in
Subdivision (J) to Article FOURTH of the Restated Certificate of Incorporation
of the corporation.
SECTION 10. List of Stockholders. The officer who has charge
of the stock ledger of the corporation shall prepare and make, at least ten (10)
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
SECTION 11. Inspectors of Voting. Except as otherwise provided
by statute, the President or in his absence the Chairman of the meeting, shall
appoint one or more inspectors of voting for each meeting of stockholders.
SECTION 12. Meeting Procedures. Meetings of stockholders shall
be conducted in a fair manner but need not be governed by any prescribed rules
of order. The presiding officer's rulings on procedural matters shall be final.
The presiding officer is authorized to impose reasonable time limits on the
remarks of individual stockholders and may take such steps as such officer may
deem necessary or appropriate to assure that the business of the meeting is
conducted in a fair and orderly manner including, without limitation, to adjourn
any meeting and determine the date, time and place at which any adjourned
meeting shall be reconvened, unless otherwise determined by the Board of
Directors.
ARTICLE III
DIRECTORS
SECTION 1. Powers, Number, Qualification, Term, Quorum and
Vacancies. The property, affairs and business of the corporation shall be
managed by its Board of Directors, consisting of such number as shall be fixed
from time to time by resolution adopted at a meeting of the stockholders or as
may be determined by the Board of Directors as hereinafter provided. The number
of directors shall never be less than three (3). The directors shall be divided
into three classes as nearly equal in number as possible, with the term of
office of one class expiring each year. Following expiration of terms for which
they were elected, each class of directors shall thereafter be elected for a
three-year term. The directors shall have power from time to time, and at any
time, when the stockholders as such are not assembled in a meeting, regular or
special, to increase or decrease their own number. During the intervals between
annual meetings of stockholders, any vacancy occurring in the Board of Directors
caused by resignation, removal, death or incapacity, and any newly created
directorships resulting from an increase in the number of directors, shall be
filled by a majority vote of the directors then in office, whether or not a
quorum. Each director chosen to fill a vacancy shall hold office for the
unexpired term in respect of which such vacancy occurred. Each director chosen
to fill a newly created directorship shall hold office until the next election
of the class for which such director shall have been chosen. When the number of
directors is changed, any newly created directorships or any decrease in
directorships shall be so apportioned among the classes as to make all classes
as nearly equal in number as possible. Each director shall serve until a
successor shall have been duly elected and qualified, except in the event of
resignation, removal, death or other incapacity.
Directors need not be stockholders. No alien (including the
representatives, associates and affiliates thereof) shall be eligible to serve
as a director of the corporation. The terms "alien", "representative",
"associate", and "affiliate", shall be defined as set forth in Subparagraph (J)
to Article FOURTH of the Restated Certificate of Incorporation of the
corporation.
A majority of the members of the Board of Directors then
acting, but in no event less than one-third nor less than two (2) of the number
of directors authorized, acting at a meeting duly assembled, shall constitute a
quorum for the transaction of business, but if at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of those present
may adjourn the meeting, without further notice, from time to time until a
quorum shall have been obtained.
SECTION 2. Meetings. Meetings of the Board of Directors shall
be held at such place within or outside the State of Delaware as may from time
to time be fixed by resolution of the Board of Directors, or as may be specified
in the notice of the meeting. Regular meetings of the Board of Directors shall
be held at such times as may from time to time be fixed by resolution of the
Board of Directors, and special meetings may be held at any time upon the call
of the President or any two (2) directors by oral, telegraphic, facsimile or
other written notice duly communicated to, served on, sent, or mailed to each
director at his or her principal address as recorded in the records of the
Corporation not less than twenty-four (24) hours before such meeting. A meeting
of the Board of Directors shall be held without notice immediately after the
annual meeting of stockholders. Notice need not be given of regular meetings of
the Board of Directors held at times fixed by resolution of the Board of
Directors. Meetings may be held at any time without notice if all the directors
are present, or if at any time before or after the meeting those not present
waive notice of the meeting in writing.
SECTION 3. Action Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors, or any committee
thereof, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the Board or
committee.
SECTION 4. Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two (2) or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. Any such committee, to the extent provided in the
resolution, shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
provided, however, that in the absence or disqualification of any member of such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
SECTION 5. Dividends. Subject always to the provisions of the
law and the Certificate of Incorporation, the Board of Directors shall have full
power to determine whether any, and if any, what part of any, funds legally
available for the payment of dividends shall be declared in dividends and paid
to stockholders; the division of the whole or any part of such funds of the
corporation shall rest wholly within the lawful discretion of the Board of
Directors, and it shall not be required at any time, against such discretion, to
divide or pay any part of such funds among or to the stockholders as dividends
or otherwise; and the Board of Directors may fix a sum which may be set aside or
reserved over and above the capital paid in of the corporation as working
capital for the corporation or as a reserve for any proper purpose, and from
time to time may increase, diminish, and vary the same in its absolute judgment
and discretion.
SECTION 6. Removal of Directors. A director may be removed
from office at any time, but only for cause, by the affirmative vote of the
holders of a majority of the outstanding shares of stock entitled to vote for
the election of directors at a meeting of the stockholders called for that
purpose.
SECTION 7. Indemnification of officers, directors. employees
and aliens.
(a) Each officer, director, employee and agent of the
corporation and each person serving at the request of the corporation as an
officer, director, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall be indemnified (including payment of
expenses in advance) by the corporation to the full extent from time to time
provided or authorized by the General Corporation Law of the State of Delaware.
This right of indemnification shall not be exclusive of other indemnification
rights to which any such person may be entitled under contract, by-law, vote of
stockholders or disinterested directors, policy of insurance or otherwise. The
subsequent provisions of this By-law shall not limit or otherwise modify the
foregoing provision.
(b) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(c) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such persons shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
(d) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (b) and (c), or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(e) Any indemnification under subsections (b) and (c) (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (b) and (c). Such
determination shall be made (1) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.
(f) Expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this Section. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
(g) The indemnification and advance of expenses provided by or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. The corporation shall have authority to enter into indemnification
agreements with its officers and directors, the terms of which shall be approved
by the board of directors.
(h) The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this section.
(i) For purposes of this Section, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Section with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.
(j) For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this Section. References to "actions" or "proceedings" shall include
administrative or investigative inquiries as well as suits at law or in equity.
(k) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
ARTICLE IV
OFFICERS
SECTION 1. Number. The Board of Directors at its first meeting
after each annual meeting of the stockholders, or at any time thereafter, shall
elect a Chairman of the Board, a President (acting as Chief Executive Officer),
one or more Vice Presidents (the number to be determined by the Board of
Directors), a Secretary and a Treasurer. The Board of Directors may appoint from
time to time one or more Assistant Secretaries and Assistant Treasurers and such
other officers and agents as it shall deem necessary. Two or more offices, other
than that of Chairman of the Board, President and Secretary, may be held by the
same person. None of the officers need be a director or a stockholder of the
corporation.
SECTION 2. Term and Removal. Each elective officer shall hold
office until the next annual meeting of the Board of Directors, or until his
successor is elected and qualifies. Each appointive officer shall hold office at
the will of the Board of Directors. Any officer elected or appointed by the
Board of Directors may be removed, either with or without cause, at any time, by
the affirmative vote of a majority of the members of the Board of Directors then
in office. A vacancy in any office arising from any cause may be filled by the
Board of Directors.
SECTION 3. Chairman of the Board. The Chairman of the Board,
in the absence of the President, shall preside at all meetings of the Board of
Directors, and shall have such powers and perform such duties as may be assigned
to him by the President or the Board of Directors.
SECTION 4. President. The President shall be Chief Executive
Officer of the corporation, shall preside at all meetings of the Board of
Directors, and shall have general supervision of the business, affairs and
property of the corporation and over its several officers, subject to the
control of the Board of Directors. He shall be ex officio a member of all
standing committees, other than the Audit and Executive Compensation Committees,
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. He shall make recommendations to the Board of Directors
with respect to corporate policies and other matters of importance which he
believes should be submitted for Board consideration. He shall have all the
powers usually vested in the office of a general manager and chief executive
officer of a corporation. He shall have power to execute contracts and other
documents on behalf of the corporation, under seal or otherwise.
SECTION 5. Vice Presidents. Each Vice President shall have
such powers and perform such duties as may be assigned to him by the President
or the Board of Directors.
SECTION 6. Secretary. The Secretary shall attend all sessions
of the Board of Directors and all meetings of the stockholders and record all
votes and the minutes of all proceedings in a book to be kept for that purpose.
He shall give, or cause to be given, notice of all meetings of the stockholders
and special meetings of the Board of Directors and shall perform such other
duties as may be prescribed by the President or the Board of Directors. He shall
keep in safe custody the seal of the corporation and, when authorized to do so,
affix the same to any instrument requiring it, and when so affixed it shall be
attested by his signature or by the signature of the Treasurer or an Assistant
Secretary.
SECTION 7. Treasurer. The Treasurer shall have charge and
custody of and be responsible for all funds and securities of the corporation;
receive and give receipts for monies due and payable to the corporation from any
source whatsoever and deposit all such monies in the name of the corporation in
such banks, trust companies or other depositaries as shall be selected in
accordance with the provisions of Article VI of these By-Laws; and, in general,
perform all of the duties incident to the office of Treasurer and such other
duties as shall from time to time be assigned to him by the President or the
Board of Directors.
SECTION 8. Assistant Secretaries and Assistant Treasurers.
Assistant Secretaries and Assistant Treasurers, if any, shall be appointed by
the Board of Directors and shall have such powers and shall perform such duties
as shall be assigned to them by the President or the Board of Directors.
ARTICLE V
CERTIFICATES OF STOCK AND UNCERTIFICATED STOCK
SECTION 1. Certificates of Shares and Uncertificated Shares.
The Board of Directors may authorize the issuance of some or all of the shares
of its common stock without certificates. The authorization does not affect
shares already represented by certificates until they are surrendered to the
corporation. Shares of stock held by or for the account of aliens (including the
representatives, associates, and affiliates thereof) shall be represented by
"Foreign Share Certificates". The terms "alien", "representative", "associate"
and "affiliate" shall be defined as set forth in Subparagraph (J) of Article
FOURTH of the Restated Certificate of Incorporation of the corporation. All such
other shares of stock shall be represented by either "Domestic Share
Certificates" or, in the case of uncertificated stock, by such written
statements issued by the corporation in respect of uncertificated shares. All
such certificates or written statements shall be in such form and design as the
Board of Directors may approve and each certificate or written statement shall
be signed by the Chairman of the Board, the President or a Vice President and
the Secretary or Assistant Secretary, and shall express on its face its number,
date of issuance, the number of shares for which and the person to whom issued.
SECTION 2 Ownership, Control and Transfer of Shares. Not more
than twenty percent (20%) of the outstanding shares of stock of the corporation
shall at any time be owned or controlled, directly or indirectly, by or for the
account of all aliens as a group. Shares of stock shall be transferable on the
books of the corporation by the holder thereof in person or by duly authorized
attorney upon the surrender of the certificate representing shares to be
transferred, properly endorsed, or, in the case of uncertificated stock, by the
registration of the transfer of the uncertificated shares on the books of the
corporation by the holder thereof; provided, however, that shares of stock other
than shares represented by foreign share certificates shall be transferable to
aliens or any person holding for the account thereof only when the aggregate
number of shares of stock owned by or for the account of all aliens as a group
will not then be more than twenty percent (20%) of the number of shares
outstanding. The Board of Directors may direct that, before shares of stock
shall be transferred on the books of the corporation, the corporation may
require information as to whether the proposed transferee is an alien or will
own the stock for the account of an alien. The issuance or transfer of any of
the shares of stock at any time outstanding to an alien contrary to the
provisions of this Section shall be void. All references herein to "alien" shall
include the representatives, associates and affiliates of such alien. The terms
"alien", "representative", "affiliate", "associate", "control" and "person"
shall be defined as set forth in Subparagraph (J) to Article FOURTH of the
Restated Certificate of Incorporation of the corporation.
Transfers of shares of the capital stock of the corporation
shall be made only on the books of the corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation, or with a transfer
clerk or a transfer agent appointed as in Section 4 of this Article provided,
and on surrender of the certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon, or, in the case of uncertificated
stock, by the registration of the transfer of the uncertificated shares and the
payment of all taxes thereon. The person in whose name shares of stock stand on
the books of the corporation shall be deemed the owner thereof for all purposes
as regards the corporation; provided that whenever any transfer of shares shall
be made for collateral security, and not absolutely, such fact, if known to the
Secretary of the corporation, shall be so expressed in the entry of transfer.
The Board may, from time to time, make such additional rules and regulations as
it may deem expedient, not inconsistent with these By-Laws, concerning the
issue, transfer, and registration of certificates for shares or uncertificated
shares of the capital stock of the corporation.
The certificates of stock or written statement in respect of
uncertificated shares shall be signed by the Chairman of the Board, the
President or a Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer, and sealed with the seal of the
corporation. If a certificate of stock or written statement is countersigned (1)
by a transfer agent other than the corporation or its employee, or (2) by a
registrar other than the corporation or its employee, any other signature on the
certificate or written statement may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate of stock or written statement shall have ceased to be
such officer, transfer agent or registrar before such certificate of stock or
written statement is issued, it may be issued by the corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue.
SECTION 3. Lost, Stolen, Destroyed, or Mutilated Certificates.
No certificate for shares of stock in the corporation shall be issued in place
of any certificate alleged to have been lost, destroyed or stolen, except on
production of such evidence of such loss, destruction or theft and on delivery
to the corporation, if the Board of Directors shall so require, of a bond of
indemnity in such amount (not exceeding twice the value of the shares
represented by such certificate), upon such terms and secured by such surety as
the Board of Directors may in its discretion require.
SECTION 4. Transfer Agent and Registrar. The Board of
Directors may appoint one or more Transfer Clerks or one or more Transfer Agents
and one or more Registrars, and may require all certificates of stock to bear
the signature or signatures of any of them.
SECTION 5. Rules and Regulations. The Board of Directors shall
have power and authority to make all such rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the capital stock of the corporation.
ARTICLE VI
BANK ACCOUNTS, CHECKS, LOANS, ETC.
SECTION 1. Bank Accounts and Checks. Such officers or agents
of the corporation as from time to time shall be designated by the Board of
Directors shall have authority to deposit any funds of the corporation in such
banks or trust companies as shall from time to time be designated by the Board
of Directors; and such officers or agents as from time to time shall be
designated by the Board of Directors shall have authority to withdraw from time
to time any or all of the funds of the corporation so deposited in any bank or
trust company, upon checks, drafts or other instruments or orders for the
payment of money, drawn against the account or in the name or behalf of the
corporation, and made or signed by such officers or agents; and each bank or
trust company with which funds of the corporation are so deposited is authorized
to accept, honor, cash and pay, without limit as to amount, all checks, drafts
or other instruments or orders for the payment of money, when drawn, made or
signed by officers or agents so designated by the Board of Directors, regardless
of whether the same are payable to the order of any officer or agent signing the
same, until written notice of the revocation by the Board of Directors of the
authority of such officers or agents shall have been received by such bank or
trust company. The officers of the corporation or any of them shall from time to
time certify to the banks or trust companies in which funds of the corporation
are deposited, the signatures of the officers or agents of the corporation so
authorized to draw against the same, and such signatures may include the
signature of such certifying officer or officers.
SECTION 2. Loans. Such officers or agents of the corporation
as from time to time shall be designated by the Board of Directors shall have
authority to effect loans, advances or other forms of credit at any time or
times for the corporation from such banks or trust companies as the Board of
Directors shall from time to time designate, and as security for the repayment
of such loans, advances or other forms of credit to assign, transfer, endorse
and deliver, either originally or in addition or substitution, any or all
stocks, bonds, rights and interests of any kind in or to stocks or bonds,
certificates of such rights or interests, deposits, accounts, documents covering
merchandise, bills receivable and other commercial paper and evidences of debt,
at any time held by the corporation; and for such loans, advances, or other
forms of credit to make, execute and deliver one or more notes, acceptances or
other written obligations of the corporation on such terms, and with such
provisions as to the securities including the sale or disposition thereof, as
such officers or agents shall deem proper; and also to sell to, or discount or
rediscount with, such banks or trust companies any and all commercial paper,
bills receivable, acceptances and other instruments and evidences of debt at any
time held by the corporation, and to that end to endorse, transfer and deliver
the same. The officers of the corporation or any of them shall from time to time
certify the signatures of the officers or agents so authorized, which may
include the signature of such certifying officer or officers, to each bank or
trust company so designated by the Board of Directors; and each such bank or
trust company is authorized to rely upon such certification until written notice
of the revocation by the Board of Directors of the authority of such officers or
agents shall have been received by such bank or trust company.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall begin on the first
day of October in each year and shall end on the thirtieth day of September next
following, unless otherwise determined by the Board of Directors.
ARTICLE VIII
CORPORATE SEAL
The corporate seal of the corporation shall consist of two
concentric circles, between which shall be the name of the corporation, and in
the center shall be inscribed the year of its incorporation and the words,
"Corporate Seal, Delaware".
ARTICLE IX
AMENDMENTS
The By-Laws of the Corporation shall be subject to alteration,
amendment or repeal and new By-Laws not inconsistent with any provision of the
Restated Certificate of Incorporation or statute may be made, either by the
affirmative vote of the holders of record of stock representing a majority of
the voting power of all classes of stock of the Corporation present in person or
by proxy at any annual or special meeting of the Stockholders and entitled to
vote thereat, a quorum being present, or by the affirmative vote of a majority
of the whole Board, given at any regular or special meeting of the Board,
provided that notice of the proposal to so make, alter, amend or repeal such
By-Laws be included in the notice of such meeting of the Board or the
Stockholders, as the case may be. By-Laws made, altered or amended by the Board
may be altered, amended or repealed by the Stockholders at any annual or special
meeting thereof.
Exhibit 5
April 24, 1997
OPINION OF COUNSEL
Securities and Exchange Commission
Room 1004
450 Fifth Street N.W.
Washington, D.C.
Ladies and Gentlemen:
We have acted as counsel for Lee Enterprises, Incorporated, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") of 3,293,286 shares of the Company's
Common Stock, par value of $2.00 (the "Shares").
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, including the Registration Statement on Form S-3 relating to
the Shares, 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:
The Shares will be legally issued, fully paid and nonassessable shares of the
Company's Common Stock, $2.00 par value.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Lane & Waterman
Exhibit 10.2
ADDENDUM TO SHAREHOLDERS' AGREEMENT
Pursuant to paragraph 3(a) of the Shareholders' Agreement (and the references
contained therein) dated February 27, 1995 by and between Lee Enterprises,
Incorporated ("Lee") and Journal Limited Partnership ("JLP") (the "Shareholders'
Agreement"), National Bank of Commerce Trust and Savings Association, acting as
trustee on behalf of the Trust U/W of Fred S. Seacrest/Mark T. Seacrest share
(the "Trustee" and the "Trust"), a limited partner of JLP, has notified JLP of
the Trustee's desire for JLP to distribute to the Trust a 7.425% limited
partnership interest in JLP, which will result in 244,526 shares of Lee Common
Stock being distributed by JLP to the Trustee through the registration of the
transfer of such shares in the name of the Trustee, subject to, inter alia, the
Trustee's execution of a counterpart of the Shareholders' Agreement.
In consideration of the receipt of Lee Common Stock, the Trustee hereby executes
a counterpart of this Shareholders' Agreement and agrees to be bound by all the
provisions, acknowledgements, understandings, representations, warranties and
other agreements contained within the Shareholders' Agreement in accordance with
its terms as if the Trustee were an original signatory to the Shareholders'
Agreement. The Trustee represents and warrants that the execution, delivery and
performance of the terms, obligations and duties of the Shareholders' Agreement
have been duly authorized by all necessary actions of the Trustee as authorized
or directed by the agreement evidencing the Trust.
NATIONAL BANK OF COMMERCE TRUST
AND SAVINGS ASSOCIATION, Trustee
of the Trust U/W of Fred S.
Seacrest/Mark T. Seacrest Share
By: /s/ Regy J. Green
- --------------------------------
Regy J. Green, Vice President
and Trust Officer
Exhibit 10.2
SECOND ADDENDUM TO SHAREHOLDERS' AGREEMENT
THIS AGREEMENT is entered into this 18th day of April, 1997 by and among LEE
ENTERPRISES, INCORPORATED, a Delaware corporation ("Lee"), NATIONAL BANK OF
COMMERCE TRUST AND SAVINGS ASSOCIATION, as trustee on behalf of the Trust U/W of
Fred S. Seacrest/Mark T. Seacrest Share (the "MTS Trustee" and the "MTS Trust")
and as trustee on behalf of the James C. Seacrest Revocable Trust (the "JCS
Trustee" and the "JCS Trust"), and JOURNAL LIMITED PARTNERSHIP, a Nebraska
limited partnership ("JLP"), for itself and as agent and authorized
representative for all partners of JLP not signatories hereto (hereinafter
sometimes referred to as the "JLP Partners").
W I T N E S S E T H:
WHEREAS, pursuant to paragraph 4(b) of the Shareholders' Agreement (and the
references contained therein) originally dated February 27, 1995, as amended, by
and among Lee, JLP and the MTS Trust (the "Shareholders' Agreement"), JLP, the
MTS Trustee and the JCS Trustee have notified Lee of their desire for Lee to
prepare, file with the Securities and Exchange Commission ("SEC") and cause to
become effective a registration statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act")
with respect to 3,293,286 shares of Lee Common Stock, $2.00 par value (the
"Shares") held by the undersigned (the "Selling Stockholders").
NOW THEREFORE, in consideration of Lee's filing of the Registration Statement,
the undersigned hereby agree as follows:
1. Compliance with Securities Laws and Transfer Requirements. Each of the
Selling Stockholders agrees that the Selling Stockholder will fully
comply with all requirements under the Securities Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including without
limitation the prospectus delivery requirements under the Securities Act
and the provisions of Rule 10b-6 of the Exchange Act, in connection with
any Transfer (as defined below) of the Shares pursuant to the
Registration Statement.
2. Transfers of Shares After Registration; Amended Registration Statement.
If Lee notifies the Selling Stockholders that the Registration Statement
may be required to be amended or supplemented so that a Transfer of the
Shares pursuant to the Registration Statement can be effected in
compliance with the Securities Act and the Exchange Act (the "Suspension
Notice"), then (i) Lee shall, as soon as reasonably practicable after
the date of such notice, file an amendment or supplement to the
Registration Statement to permit the Selling Stockholder to utilize the
Registration Statement to effect a Transfer of the Shares in compliance
with the Securities Act and the Exchange Act, and (ii) until such
amendment or supplement becomes effective pursuant to the rules and
regulations promulgated under the Securities Act, none of the Selling
Stockholders shall effect any Transfer of the Shares pursuant to the
Registration Statement. Notwithstanding the foregoing, the obligation of
Lee to file any amendment or supplement to the Registration Statement
shall not apply with respect to any amendment or supplement relating to
information supplied by any of the Selling Stockholders or any other
person selling Shares pursuant to the Registration Statement unless the
Selling Stockholders or such other person shall have given prior written
notice to Lee that an amendment or supplement is required, in which
case, (i) Lee shall file such amendment or supplement as soon as
reasonably practical following the date such notice is received by Lee,
and (ii) until such amendment or supplement becomes effective pursuant
to the rules and regulations promulgated under the Securities Act, none
of the Selling Stockholders shall effect any Transfer of the Shares
pursuant to the Registration Statement. The term "Transfer" shall mean
any disposition of any of the Shares or any interest therein for value,
whether by sale, assignment, pledge or otherwise.
3. Notices. Except for the Suspension Notice under paragraph 2, any notice
or other communication provided for herein or given hereunder to a party
hereto shall be in writing and shall be delivered in person or sent by
telecopy to the address or telecopy number set forth below and a copy of
such notice shall be mailed by first class registered or certified mail,
postage prepaid, addressed as follows:
If to Lee:
---------
Chris Wahlig, Director of Financial Services
Lee Enterprises, Incorporated
400 Putnam Building
215 N. Main Street
Davenport, IA 52801
Telephone: (319) 383-2100
Fax: (319) 326-2972
Copy:
----
C. D. Waterman III, Esq.
Lane & Waterman
600 Norwest Bank Building
220 N. Main Street
Davenport, IA 52801-1987
Telephone: (319) 324-3246
Fax: (319) 324-1616
If to JLP:
---------
Allen Pozehl, President
Journal Corporation
P.O. Box 30536
Lincoln, NE 68503
Telephone: (402) 441-4625
Fax: (402) 441-4627
If to MTS Trust or JCS Trust:
----------------------------
Regy J. Green
National Bank of Commerce
1248 O Street
P.O. Box 82408
Lincoln, NE 68501-2408
Telephone: (402) 434-4424
Fax: (402) 434-4612
Copy:
----
Stephen E. Gehring, Esq.
Cline, Williams, Wright, Johnson & Oldfather
One Pacific Place
1125 S. 103rd, Ste. 720
Omaha, NE 68124-1090
Telephone: (402) 397-1700
Fax: (402) 397-1806
A Suspension Notice shall be sent via facsimile and followed by transmittal of
such notice via overnight delivery.
4. Shareholders' Agreement to Remain in Effect. Except as modified, amended
or superseded by this Second Addendum to Shareholders' Agreement, the
terms and conditions of the Shareholders' Agreement, as amended, shall
remain in full force and effect.
5. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
shall constitute but one instrument.
6. Signatures. The parties agree that signatures on facsimile copies will
be deemed to have the same effect as original signatures, provided that
an original counterpart shall be promptly transmitted by overnight mail
or courier.
Lee Enterprises, Incorporated Journal Limited Partnership
by Journal Corporation
By /s/ C. D. Waterman III By /s/ Allen Pozehl
---------------------- --------------------------------------------
C. D. Waterman III, Allen Pozehl, President
Secretary
NATIONAL BANK OF COMMERCE TRUST AND SAVINGS
ASSOCIATION, Trustee of the Trust U/W of
Fred S. Seacrest/Mark T. Seacrest Share
By /s/ Regy J. Green
--------------------------------------------
Regy J. Green, Vice President
and Trust Officer
NATIONAL BANK OF COMMERCE TRUST AND SAVINGS
ASSOCIATION, Trustee of the James C.
Seacrest Revocable Trust
By /s/ Regy J. Green
--------------------------------------------
Regy J. Green, Vice President
and Trust Officer
Exhibit A
LEE ENTERPRISES, INCORPORATED
Suspension Notice
Lee hereby notifies you to suspend any Transfer of the Shares until
(_____________________, 199__) (further notice) pursuant to Section 2 of the
Second Addendum to the Shareholders Agreement dated April 18, 1997 in order to
permit Lee to amend the Registration Statement.
LEE ENTERPRISES, INCORPORATED
By ____________________________
Its ____________________________
EXHIBIT 23(i)
CONSENT OF MCGLADREY & PULLEN, LLP
We hereby consent to the incorporation by reference in the April 25, 1997
Registration Statement on Form S-3 of our report, dated November 4, 1996, which
was filed with the annual report on Form 10-K of Lee Enterprises, Incorporated
and Subsidiaries for the year ended September 30, 1996 and to the reference to
our Firm under the caption "Experts" in the Prospectus
/s/ MCGLADREY & PULLEN LLP
Davenport, Iowa
April 25, 1997
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-3 and any
and all amendments thereto.
Pursuant to the requirements of the Securities Act, 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
/s/ Lloyd G. Schermer
Lloyd G. Schermer Chairman of the January 29, 1997
Board of Directors
/s/ J. P. Guerin
J. P. Guerin Director January 29, 1997
/s/ Phyllis Sewell
Phyllis Sewell Director January 29, 1997
/s/ Mark Vittert
Mark Vittert Director January 29, 1997
/s/ Ronald L. Rickman
Ronald L. Rickman Director January 29, 1997
/s/ Richard W. Sonnenfeldt
Richard W. Sonnenfeldt Director January 29, 1997
/s/ Rance E. Crain
Rance E. Crain Director January 29, 1997
/s/ Charles E. Rickershauser, Jr.
Charles E. Rickershauser, Jr. Director January 29, 1997
/s/ Andrew E. Newman
Andrew E. Newman Director January 29, 1997
