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Rule 424(b)(3)
S-3 Registration No. 333-25847
May 2, 1997
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Information contained herein is subject 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.
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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 May 1, 1997, the closing price for the Common
Stock on the New York Stock Exchange was $24 7/8.
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 May 2, 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 May 1, 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 $16,000.00
Accounting Fees and Expenses $ 1,500.00
Total $41,201.67