0001140361-19-005265.txt : 20190320 0001140361-19-005265.hdr.sgml : 20190320 20190320151508 ACCESSION NUMBER: 0001140361-19-005265 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190320 DATE AS OF CHANGE: 20190320 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: 1230 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54233 FILM NUMBER: 19694553 BUSINESS ADDRESS: STREET 1: LEGAL DEPARTMENT STREET 2: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95852 BUSINESS PHONE: 9163211846 MAIL ADDRESS: STREET 1: LEGAL DEPARTMENT STREET 2: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816-6899 FORMER COMPANY: FORMER CONFORMED NAME: MNI NEWCO INC DATE OF NAME CHANGE: 19980218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bluestone Financial LTD CENTRAL INDEX KEY: 0001440246 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 2123712327 MAIL ADDRESS: STREET 1: VANDERPOOL PLAZA 2ND FL STREET 2: WICKHAMS CAY I CITY: ROAD TOWN STATE: D8 ZIP: 00000 SC 13D/A 1 formsc13da.htm SC 13DA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Amendment No. 2)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934

The McClatchy Company
(Name of Issuer)
 
Class A Class A Common Stock, Par Value $0.0001 per share
(Title of Class of Securities)
 
579489303
(CUSIP Number)

Bluestone Financial LTD
Vanterpool Plaza, 2ndFloor, Wickhams Cay I, Road Town,
Tortola, British Virgin Islands

 
Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 20, 2019
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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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. 579489303
SCHEDULE 13D
 

1
NAME OF REPORTING PERSON
 
 
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
BLUESTONE FINANCIAL LTD .
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
BRITISH VIRGIN ISLANDS (BVI)
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
470,000 Shares
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
470,000 Shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
470,000 Shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
8.82%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
FI
 
 
 
 

United States
Securities and Exchange Commission

Schedule 13D

Item 1.
Security and Issuer

The name of the issuer is The McClatchy Company, a Delaware corporation (the “Issuer”).  The address of the Issuer’s principal executive offices is 2100 “Q” Street, Sacramento, CA 95816.  This report on Schedule 13D (this “Schedule 13D”) relates to the Issuer’s Class A Common Stock, par value $.01 per share (the “Common Stock”).

Item 2.
Identity and Background

a)
Bluestone Financial LTD (“Bluestone Reporting Person”)
b)
The purpose of the business of the Bluestone Reporting person is Financial Investing. The Bluestone Reporting Person is a Limited Company incorporated under the laws of Bristish virgin Islands. David Tomasello is the Managing Director of the Bluestone Reporting Person.
c)
The address(es) of the Bluestone Reporting Person is: Vanterpool Plaza, 2ndFloor, Wickhams Cay I, Road Town, Tortola, British Virgin Islands.
d)
None
e)
None
f)
Organized in BVI

Item 3.
Source and Amount of Funds or Other Consideration

The Reporting Person used working capital to make all acquisitions of Class A Common Stock currently owned.

Item 4.
Purpose of Transaction

The Reporting Person purchased the shares of Common Stock reported in this Schedule 13D based on the Reporting Person’s belief that The McClatchy Company shares represent an attractive investment opportunity. The McClatchy company should improve its balance sheet by selling all non core assets including Real Estate and its 49.5% stake in The Seattle Times Company. While right sizing its workforce The McClatchy Company should consider right sizing The Board and its compensation until the business stabilizes and starts growing again.

Item 5.
Interest in Securities of the Issuer

 
a)
Beneficial ownership percentage is based upon 5,328,547 shares of Common Stock of the Issuer issued and outstanding as of May 4, 2018, based on information reported by the Issuer in its quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2018.

 
b)
As of the date of this Schedule 13D: The Bluestone Reporting Person owns 470,000 shares of Class A Common Stock which is approximately 8.82% of the total shares of the Company’s Class A Common Stock calculated in accordance with Rule d-3 promulgated under the Securities Act of 1934

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

As indicated in Item 5 (b), The Bluestone Reporting Person owns 470,000 shares of Class A Common Stock and has granted David Tomasello, Managing Director of Bluestone , the sole power to vote or direct the vote of 470,000 shares of the Company’s Class A Common Stock.  

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Issuer, other than those disclosed in the present filing.

Item 7.
Material to Be Filed as Exhibits.

None

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.

Date: March 20, 2019

 
s/ David Tomasello
 
David Tomasello, as Managing Director of Bluestone Financial LTD