8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2009

(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation or organization) 1-9824 (Commission File Number) 52-2080478 (I.R.S. Employer Identification No.)

2100 Q Street

Sacramento, CA 95816

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code (916) 321-1846

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

   o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entries Into a Material Definitive Agreement

On December 31, 2009, The McClatchy Company, a Delaware corporation (“McClatchy” or the “Company”), and its subsidiary Richwood, Inc., a Florida corporation, entered into an agreement with Citisquare Group, LLC, a Florida limited liability company (the “Buyer”) to amend (the “Amendment”) the Contract for Purchase and Sale of Real Property effective as of March 3, 2005 (the “Original Agreement”), as amended by that certain First Amendment dated August 10, 2007, and as further modified by that certain Second Amendment dated as of December 20, 2007 and that certain Third Amendment dated December 30, 2008.

Pursuant to the Amendment, the parties have agreed to extend the closing date of the sale of certain real property located in Miami, Florida (as described in the Original Agreement) from December 31, 2009 to January 19, 2010 in exchange for an increase in the termination payable to McClatchy if the transaction fails to close from $6 million to $7 million.  In addition, on or before January 19, 2010, the Buyer has the right to extend the closing to a date no later than January 31, 2011, conditioned upon the payment to McClatchy of $6 million in cash as a non-refundable deposit to be applied toward the purchase price.  The purchase price under the Original Agreement remains unchanged at $190 million.  McClatchy has previously received $10 million in nonrefundable deposits from Buyer which will be applied toward the purchase price.

Except as provided in the Amendment and prior amendments, all provisions of the Original Agreement remain in full force and effect.  The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits

(c)   Exhibits

Exhibit 10.1                      Fourth Amendment to Contract for Purchase and Sale of Real Property dated as of December 31, 2009, by and between The McClatchy Company, a Delaware corporation, Richwood, Inc., a Florida corporation, and Citisquare Group, LLC, a Florida limited liability company.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

January 6, 2010                                                                                       The McClatchy Company

/s/ Patrick J. Talamantes

By: Patrick J. Talamantes

Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number                                Description    

Exhibit 10.1 Fourth Amendment to Contract for Purchase and Sale of Real Property dated as of December 31, 2009, by and between The McClatchy Company, a Delaware corporation, Richwood, Inc., a Florida corporation, and Citisquare Group, LLC, a Florida limited liability company.

EX-10.1

Exhibit 10.1

FOURTH AMENDMENT TO CONTRACT FOR PURCHASE

AND SALE OF REAL PROPERTY

This Fourth Amendment to Contract for Purchase and Sale of Real Property (the "Fourth Amendment") is made and entered into as of the 31th day of December, 2009, by and between RICHWOOD, INC., a Florida corporation (“Richwood”) and The McClatchy Company, a Delaware corporation (“McClatchy”, and together with Richwood, hereinaftercollectively referred to as the "Seller"), and CITISQUARE GROUP, LLC, a Florida limited liability company (the "Buyer").

W I T N E S S E T H:

           WHEREAS, Richwood, Miami Herald Publishing Company, a Florida corporation (“MHPC”) and Knight-Ridder, Inc., a Florida corporation (collectively, the “Original Sellers”), and Buyer entered into that certain Contract for Purchase and Sale of Real Property effective as of March 3, 2005 as amended by that certain First Amendment (the "First Amendment") dated August 10, 2007, as further amended by that certain Second Amendment (the “Second Amendment”) dated December 20, 2007 and as further amended by that certain Third Amendment (the “Third Amendment”) dated December 30, 2008 (said contract as modified by the First Amendment, the Second Amendment and Third Amendment being herein called the “ Existing Contract”, and as further modified by this Fourth Amendment being herein called the “Amended Contract”) pursuant to which Original Sellers agreed to sell to Buyer and Buyer agreed to buy from Original Sellers certain real estate located in Miami-Dade County, Florida as more particularly described therein (the “Herald Property”);

WHEREAS, pursuant to the terms of the Third Amendment, the Closing Date, as defined in the Existing Contract, was extended to December 31, 2009; and

           WHEREAS, Buyer and Seller have agreed to modify certain provisions of the Existing Contract on the terms and conditions set forth herein.

           NOW THEREFORE, in consideration of Ten Dollars ($10.00) and the mutual promises contained herein, the receipt, sufficiency and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1. Recitals. The above recitals are true and correct and incorporated herein by reference as if set forth in full.

2. Capitalized Terms. Any capitalized terms herein and not otherwise defined shall have the same meanings as described to them in the Existing Contract.

                3.   Seller.  Any reference to Sellers in the Existing Contract shall now only refer to Richwood and McClatchy.

4. Closing Date.   Section 1.2 of the Existing Contract is hereby deleted in its entirety, and in lieu thereof, is replaced with the following:

“The Closing Date shall be 12:00 pm Pacific Standard Time on January 19, 2010, or such other date provided by this Contract.”

5. Termination Fee. Section 6 of the Second Amendment is hereby deleted in its entirety, and in lieu thereof, is replaced with the following:

“Mark Siffin (“Siffin”), who is a principal of one of the development groups affiliated with Buyer, by his signature below, agrees that in the event Buyer fails to close on the purchase of the Property on or before the Closing Date, by reason of Buyer’s default under the Contract, Siffin shall pay Seller a termination fee of Seven Million Dollars ($7,000,000.00) (the “Termination Fee”) within ten (10) days following such failure to close.”

6. Extension of Closing Date.  Buyer may, by written notice to Seller three (3) days prior to the Closing Date, elect to extend the Closing Date to no later than January 31, 2011.  If Buyer elects to extend the Closing Date as herein provided, (i) Buyer shall, on or before 12:00 pm Pacific Standard Time, January 19, 2010, pay to Seller an additional deposit of Six Million Dollars ($6,000,000.00), which shall be treated as an Additional Deposit for all purposes under the Amended Contract and (ii) Section 1.2 of the Amended Contract (as amended by Section 4 of this Fourth Amendment) shall be deleted in its entirety, and in lieu thereof, shall be replaced with the following:

“The Closing Date shall be January 31, 2011, or such other date provided by this Contract.”

This amendment to Section 1.2 of the Amended Contract shall be self-operative and no further agreements or instruments shall be required to be executed and delivered by the parties to evidence the same.

7. Time of the Essence.  Time is of the essence of the Amended Contract.

                8.           No Breach of Contract.  Each of Buyer and Seller acknowledges and agrees that as of the date hereof, it is not aware of any breach of the Amended Contract by the other party, except with respect Buyer’s breach relating to the claim of lien filed by Cooper Carry, Inc., and all notices between the parties and their respective counsel exchanged from and after December 1, 2007, including any claims of breach, through and including the date hereof are hereby withdrawn and are of no force or effect, other than notices provided by Seller with respect to the Cooper Cary lien.

9. Counterparts.  This Fourth Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

10. Ratification.  Except as modified hereby, the Existing Contract is hereby ratified and confirmed.

[NO FURTHER TEXT ON THIS PAGE]

IN WITNESS WHEREOF, this Fourth Amendment to Contract is entered into as of the date first appearing above.

                                                      BUYER:  CITISQUARE GROUP, LLC, a Florida limited liability company

                                                      By:                      /s/ David Martin

                                                      Name:                 David Martin

                                                      Title:                   Vice President

                                                      SELLER:  RICHWOOD, INC., a Florida corporation

                                                      By:                    /s/Patrick J. Talamantes

                                                      Name:               Patrick J. Talamantes

                                                      Title:                 President

                                                                                       THE McCLATCHY COMPANY., a Delaware corporation

                                                                      By:                    /s/Gary Pruitt

                                                      Name:               Gary Pruitt

                                                      Title:                 Chairman, President & CEO

                                                                                         SIFFIN (solely for purpose of confirming his obligations under Paragraph 5 above):

                                                                       By:                    /s/Mark Siffin

                                                                                 Mark Siffin, an individual