-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q2HMgHsEf3dRkbAUPCIsO0b+g4/uMAYrLb15BT8EeS/3ZmQ4pKwoo60Oh9zkv/41 FeD/7vOllainaMOeYJlR5w== 0000950008-98-000347.txt : 19980828 0000950008-98-000347.hdr.sgml : 19980828 ACCESSION NUMBER: 0000950008-98-000347 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980827 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCCLATCHY CO CENTRAL INDEX KEY: 0001056087 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 522080478 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54233 FILM NUMBER: 98699064 BUSINESS ADDRESS: STREET 1: C/0 MCCLATCHY NEWSPAPERS INC STREET 2: LEGAL DEPT., 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: 9163211846 MAIL ADDRESS: STREET 1: PILLSBURY MADISON & SUTRO LLP STREET 2: 2550 HANOVER STREET CITY: PALO ALTO STATE: CA ZIP: 94304-1115 FORMER COMPANY: FORMER CONFORMED NAME: MNI NEWCO INC DATE OF NAME CHANGE: 19980218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MALONEY BROWN MCCLATCHY CENTRAL INDEX KEY: 0000903870 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 1401 CITY: PORT ANGELES STATE: WA ZIP: 98362 BUSINESS PHONE: 2066833311 MAIL ADDRESS: STREET 1: MCCLATCHY NEWSPAPERS INC STREET 2: PO BOX 15779 CITY: SACRAMENTO STATE: CA ZIP: 95852 SC 13D 1 BROWN MCCLATCHY MALONEY SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* THE MCCLATCHY COMPANY - -------------------------------------------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 579489-10-5 - -------------------------------------------------------------------------------- (CUSIP Number) Karole Morgan-Prager, Esq. Vice President and Corporate Secretary The McClatchy Company 2100 Q Street, P.O. Box 15779 Sacramento, CA 95852 (916) 321-1828 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 18, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box |_|. NOTE: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 579489-10-5 13D Page 2 of 8 Pages 1. NAME OF REPORTING PERSON Brown McClatchy Maloney S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. SOURCE OF FUNDS OO ________________________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| ________________________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States ________________________________________________________________________________ NUMBER OF 7. SOLE VOTING POWER 3,730,748 SHARES ____________________________________________________________ BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 1,865,000 EACH ____________________________________________________________ REPORTING PERSON 9. SOLE DISPOSITIVE POWER 3,730,748 WITH ____________________________________________________________ 10. SHARED DISPOSITIVE POWER 1,865,000 ________________________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,595,748 ________________________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ________________________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26% ________________________________________________________________________________ 14. TYPE OF REPORTING PERSON IN ________________________________________________________________________________ CUSIP No. 579489-10-5 13D Page 3 of 8 Pages ITEM 1. SECURITY AND ISSUER. (a) Title of class of equity securities: Class A Common Stock, $0.01 par value. (b) Name of Issuer: The McClatchy Company. (c) Address of the principal executive office of the issuer: 2100 "Q" Street Sacramento, California 95816 ITEM 2. IDENTITY AND BACKGROUND. (a) Name: Brown McClatchy Maloney. (b) Residence or business address: Olympic View Publishing Co. P.O. Box 1750 Sequim, WA 98382 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Brown McClatchy Maloney is Chairman of the Olympic View Publishing Co., P.O. Box 1750, Sequim, WA 98382. (d) Brown McClatchy Maloney, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Brown McClatchy Maloney, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or CUSIP No. 579489-10-5 13D Page 4 of 8 Pages state securities laws or finding any violation with respect to such laws. (f) Citizenship: United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. See Item 4. ITEM 4. PURPOSE OF THE TRANSACTION. On June 18, 1998, Brown McClatchy Maloney became one of two co-trustees of the Betty Lou Maloney Trust dated September 7, 1993 (the "Trust") established for the benefit of Brown McClatchy Maloney, Molly Maloney Evangelisti and others. Brown McClatchy Maloney and Molly Maloney Evangelisti became co-trustees by reason of the death of Betty Lou Maloney on June 18, 1998. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. According to the most recently available Form 10-Q of The McClatchy Company, there are 15,949,695 shares of Class A Common Stock issued and outstanding. (a) Amount beneficially owned: 5,595,748 Percent of class: 26% (b) The number of shares as to which Brown McClatchy Maloney has: (i) Sole power to vote or direct the vote: 3,730,748 shares; (ii) Shared power to vote or direct the vote: 1,865,000 shares; (iii) Sole power to dispose or direct the disposition of: 3,730,748 shares; CUSIP No. 579489-10-5 13D Page 5 of 8 Pages (iv) Shared power to dispose or direct the disposition of: 1,865,000 shares. 5,580,748 of the shares which are the subject of this Schedule 13D are shares of Class B Common Stock of the Issuer, which are convertible on a one-for-one basis at any time into shares of Class A Common Stock; 15,000 shares are subject to stock options which are currently exercisable; and 1,865,000 shares are held by the Trust, of which Brown McClatchy Maloney is a co-trustee and beneficiary. The filing of this Schedule 13D shall not be construed as an admission that Brown McClatchy Maloney is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of all such 1,865,000 shares held by the Trust and he expressly disclaims ownership except to the extent of his pecuniary interest in the shares held by the Trust. In addition, 126,440 of the shares which are the subject of this Schedule 13D are held in four trusts for the benefit of each of the reporting person's four children, each containing 31,610 shares. The reporting person has sole voting and investment control with respect to these trusts and disclaims beneficial ownership of these shares. The following information applies to the person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared: o Name: Molly Maloney Evangelisti CUSIP No. 579489-10-5 13D Page 6 of 8 Pages o Residence or business address: The McClatchy Company 2100 "Q" Street P.O. Box 15779 Sacramento, CA 95852 o Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Molly Maloney Evangelisti is a Director of The McClatchy Company, a Delaware corporation, with principal executive offices at 2100 "Q" Street, Sacramento, California 95852, the primary business of which is newspaper publishing. Ms. Evangelisti worked in various capacities for THE SACRAMENTO BEE from October 1978 to December 1996. o Molly Maloney Evangelisti, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). o Molly Maloney Evangelisti, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. o Citizenship: United States. (c) None. (d) Not applicable. (e) Not applicable. CUSIP No. 579489-10-5 13D Page 7 of 8 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as may be contemplated by that certain Stockholders' Agreement which will terminate September 17, 2047 (unless terminated earlier in accordance with its terms), which is described in the 1998 proxy statement of The McClatchy Company and a copy of which has been made publicly available as Exhibit 10.12 to Amendment No. 1 to the Registration Statement on Form S-1 filed by McClatchy Newspapers, Inc. on January 26, 1988 (Registration No. 33-17270), and except for the contracts, arrangements, understandings and relationships described elsewhere in this Statement, as amended, Brown McClatchy Maloney is not a party to any contracts, arrangements, understandings or relationships with respect to any securities of The McClatchy Company, including but not limited to the transfer or voting of any of the securities of The McClatchy Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. CUSIP No. 579489-10-5 13D Page 8 of 8 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of August 19, 1998. /S/ BROWN MCCLATCHY MALONEY ------------------------------------ Brown McClatchy Maloney -----END PRIVACY-ENHANCED MESSAGE-----