-----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, GjIQNZBqtsDXMp+CmNANA228/IWJ9kWt/600cCOFoGGr/6tae/8ibFtphtnO6/Dt /h45PcesB7SVn5NUqPxpgQ== 0001193125-10-136858.txt : 20100610 0001193125-10-136858.hdr.sgml : 20100610 20100610124902 ACCESSION NUMBER: 0001193125-10-136858 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100610 DATE AS OF CHANGE: 20100610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCCLATCHY NEWSPAPERS INC CENTRAL INDEX KEY: 0000822043 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 940666175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-08 FILM NUMBER: 10889658 BUSINESS ADDRESS: STREET 1: 2100 Q ST STREET 2: PO BOX 15779 CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: 9163211828 MAIL ADDRESS: STREET 1: PO BOX 15779 STREET 2: 2100 Q ST CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: 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: 0705 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345 FILM NUMBER: 10889654 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: State Media Co CENTRAL INDEX KEY: 0001493282 IRS NUMBER: 570477517 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-13 FILM NUMBER: 10889644 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Quad County Publishing, Inc. CENTRAL INDEX KEY: 0001493283 IRS NUMBER: 371225856 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-02 FILM NUMBER: 10889651 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nor-Tex Publishing, Inc. CENTRAL INDEX KEY: 0001493284 IRS NUMBER: 751109443 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-05 FILM NUMBER: 10889655 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McClatchy Management Services, Inc. CENTRAL INDEX KEY: 0001493285 IRS NUMBER: 522360846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-22 FILM NUMBER: 10889662 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mail Advertising Corp CENTRAL INDEX KEY: 0001493286 IRS NUMBER: 752588187 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-26 FILM NUMBER: 10889666 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lees Summit Journal, Inc CENTRAL INDEX KEY: 0001493287 IRS NUMBER: 440534462 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-29 FILM NUMBER: 10889669 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HLB Newspapers, Inc. CENTRAL INDEX KEY: 0001493288 IRS NUMBER: 431675371 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-33 FILM NUMBER: 10889673 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cass County Publishing Co CENTRAL INDEX KEY: 0001493290 IRS NUMBER: 430891076 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-39 FILM NUMBER: 10889679 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Belton Publishing Company, Inc. CENTRAL INDEX KEY: 0001493291 IRS NUMBER: 431412853 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-41 FILM NUMBER: 10889681 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aboard Publishing, Inc. CENTRAL INDEX KEY: 0001493346 IRS NUMBER: 651051606 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-44 FILM NUMBER: 10889684 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Anchorage Daily News, Inc. CENTRAL INDEX KEY: 0001493347 IRS NUMBER: 920071348 STATE OF INCORPORATION: AK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-43 FILM NUMBER: 10889683 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bellingham Herald Publishing, LLC CENTRAL INDEX KEY: 0001493348 IRS NUMBER: 590184700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-42 FILM NUMBER: 10889682 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Biscayne Bay Publishing, Inc. CENTRAL INDEX KEY: 0001493349 IRS NUMBER: 651051521 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-40 FILM NUMBER: 10889680 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bradenton Herald, Inc. CENTRAL INDEX KEY: 0001493350 IRS NUMBER: 591487839 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-16 FILM NUMBER: 10889647 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Charlotte Observer Publishing Co CENTRAL INDEX KEY: 0001493351 IRS NUMBER: 560612746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-15 FILM NUMBER: 10889646 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Columbus Ledger-Enquirer, Inc. CENTRAL INDEX KEY: 0001493352 IRS NUMBER: 580376130 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-38 FILM NUMBER: 10889678 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cypress Media, Inc. CENTRAL INDEX KEY: 0001493353 IRS NUMBER: 370742453 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-37 FILM NUMBER: 10889677 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cypress Media, LLC CENTRAL INDEX KEY: 0001493354 IRS NUMBER: 650764225 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-36 FILM NUMBER: 10889676 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: East Coast Newspapers, Inc. CENTRAL INDEX KEY: 0001493355 IRS NUMBER: 680201685 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-35 FILM NUMBER: 10889675 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gulf Publishing Company, Inc. CENTRAL INDEX KEY: 0001493356 IRS NUMBER: 640469077 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-34 FILM NUMBER: 10889674 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Idaho Statesman Publishing, LLC CENTRAL INDEX KEY: 0001493357 IRS NUMBER: 590184700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-32 FILM NUMBER: 10889672 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Keltatim Publishing Company, Inc. CENTRAL INDEX KEY: 0001493358 IRS NUMBER: 481161908 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-31 FILM NUMBER: 10889671 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Keynoter Publishing Company, Inc CENTRAL INDEX KEY: 0001493359 IRS NUMBER: 590789679 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-30 FILM NUMBER: 10889670 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lexington H-L Services, Inc. CENTRAL INDEX KEY: 0001493360 IRS NUMBER: 611353956 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-28 FILM NUMBER: 10889668 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Macon Telegraph Publishing Co CENTRAL INDEX KEY: 0001493361 IRS NUMBER: 580333650 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-27 FILM NUMBER: 10889667 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McClatchy Interactive LLC CENTRAL INDEX KEY: 0001493362 IRS NUMBER: 522360845 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-25 FILM NUMBER: 10889665 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McClatchy Interactive West CENTRAL INDEX KEY: 0001493363 IRS NUMBER: 650683075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-24 FILM NUMBER: 10889664 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McClatchy Investment Co CENTRAL INDEX KEY: 0001493364 IRS NUMBER: 510274877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-23 FILM NUMBER: 10889663 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: McClatchy U.S.A., Inc. CENTRAL INDEX KEY: 0001493365 IRS NUMBER: 650732197 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-21 FILM NUMBER: 10889661 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Miami Herald Media Co CENTRAL INDEX KEY: 0001493366 IRS NUMBER: 380723657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-20 FILM NUMBER: 10889660 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: News & Observer Publishing Co CENTRAL INDEX KEY: 0001493367 IRS NUMBER: 560338580 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-14 FILM NUMBER: 10889645 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nittany Printing & Publishing Co CENTRAL INDEX KEY: 0001493368 IRS NUMBER: 240676050 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-07 FILM NUMBER: 10889657 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Olympian Publishing, LLC CENTRAL INDEX KEY: 0001493369 IRS NUMBER: 590184700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-06 FILM NUMBER: 10889656 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Olympic-Cascade Publishing, Inc. CENTRAL INDEX KEY: 0001493370 IRS NUMBER: 680098889 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-04 FILM NUMBER: 10889653 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pacific Northwest Publishing Company, Inc. CENTRAL INDEX KEY: 0001493371 IRS NUMBER: 590184700 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-03 FILM NUMBER: 10889652 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: San Luis Obispo Tribune, LLC CENTRAL INDEX KEY: 0001493372 IRS NUMBER: 205001401 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-01 FILM NUMBER: 10889650 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Star-Telegram, Inc. CENTRAL INDEX KEY: 0001493373 IRS NUMBER: 223148254 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-18 FILM NUMBER: 10889649 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sun Publishing Company, Inc. CENTRAL INDEX KEY: 0001493374 IRS NUMBER: 570564988 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-12 FILM NUMBER: 10889643 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tacoma News, Inc. CENTRAL INDEX KEY: 0001493375 IRS NUMBER: 680099037 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-17 FILM NUMBER: 10889648 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tribune Newsprint Co CENTRAL INDEX KEY: 0001493376 IRS NUMBER: 870415831 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-11 FILM NUMBER: 10889642 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wichita Eagle & Beacon Publishing Company, Inc. CENTRAL INDEX KEY: 0001493377 IRS NUMBER: 480571718 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-10 FILM NUMBER: 10889641 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wingate Paper Co CENTRAL INDEX KEY: 0001493378 IRS NUMBER: 680068249 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-09 FILM NUMBER: 10889640 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Newsprint Ventures, Inc. CENTRAL INDEX KEY: 0001493422 IRS NUMBER: 680041100 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-167345-19 FILM NUMBER: 10889659 BUSINESS ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: (916) 321-1828 MAIL ADDRESS: STREET 1: 2100 Q STREET CITY: SACRAMENTO STATE: CA ZIP: 95816 S-4/A 1 ds4a.htm AMENDMENT NO. 2 TO FORM S-4 Amendment No. 2 to Form S-4

As filed with the Securities and Exchange Commission on June 10, 2010

Registration No. 333-167345

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

FORM S-4

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

THE MCCLATCHY COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2711   52-2080478

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification Number)

2100 “Q” Street,

Sacramento, California 95816

(916) 321-1846

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Karole Morgan-Prager, Esq.

Corporate Secretary and General Counsel

The McClatchy Company

2100 Q Street

Sacramento, CA 95816

(916) 321-1828

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Katharine A. Martin, Esq.

Michael A. Occhiolini, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

 

 

 

(Exact name of additional registrant as specified in its charter)

  

(State or other jurisdiction of

incorporation or formation)

    (Primary Standard
Industrial  Classification
Code)		    (I.R.S. Employer
Identification  Number)

Aboard Publishing, Inc.

   Florida    2711    65-1051606

Anchorage Daily News, Inc.

   Alaska    2711    92-0071348

Bellingham Herald Publishing, LLC

   Delaware    2711    59-0184700

Belton Publishing Company, Inc.

   Missouri    2711    43-1412853

Biscayne Bay Publishing, Inc.

   Florida    2711    65-1051521

Cass County Publishing Company

   Missouri    2711    43-0891076

Columbus Ledger-Enquirer, Inc.

   Georgia    2711    58-0376130

Cypress Media, Inc.

   New York    2711    37-0742453

Cypress Media, LLC

   Delaware    2711    65-0764225

East Coast Newspapers, Inc.

   South Carolina    2711    68-0201685

Gulf Publishing Company, Inc.

   Mississippi    2711    64-0469077

HLB Newspapers, Inc.

   Missouri    2711    43-1675371

Idaho Statesman Publishing, LLC

   Delaware    2711    59-0184700

Keltatim Publishing Company, Inc.

   Kansas    2711    48-1161908

Keynoter Publishing Company, Inc.

   Florida    2711    59-0789679

Lee’s Summit Journal, Incorporated

   Missouri    2711    44-0534462

Lexington H-L Services, Inc.

   Kentucky    2711    61-1353956

Macon Telegraph Publishing Company

   Georgia    2711    58-0333650

Mail Advertising Corporation

   Texas    2711    75-2588187

McClatchy Interactive LLC

   Delaware    2711    52-2360845

McClatchy Interactive West

   Delaware    2711    65-0683075

McClatchy Investment Company

   Delaware    2711    51-0274877

McClatchy Management Services, Inc.

   Delaware    2711    52-2360846

McClatchy Newspapers, Inc.

   Delaware    2711    94-0666175

McClatchy U.S.A., Inc.

   Delaware    2711    65-0732197

Miami Herald Media Company

   Delaware    2711    38-0723657

Newsprint Ventures, Inc.

   California    2711    68-0041100

Nittany Printing and Publishing Company

   Pennsylvania    2711    24-0676050

Nor-Tex Publishing, Inc.

   Texas    2711    75-1109443

Olympian Publishing, LLC

   Delaware    2711    59-0184700

Olympic-Cascade Publishing, Inc.

   Washington    2711    68-0098889

Pacific Northwest Publishing Company, Inc.

   Florida    2711    59-0184700

Quad County Publishing, Inc.

   Illinois    2711    37-1225856

San Luis Obispo Tribune, LLC

   Delaware    2711    20-5001401

Star-Telegram, Inc.

   Delaware    2711    22-3148254

Tacoma News, Inc.

   Washington    2711    68-0099037

The Bradenton Herald, Inc.

   Florida    2711    59-1487839

The Charlotte Observer Publishing Company

   Delaware    2711    56-0612746

The News and Observer Publishing Company

   North Carolina    2711    56-0338580

The State Media Company

   South Carolina    2711    57-0477517

The Sun Publishing Company, Inc.

   South Carolina    2711    57-0564988

Tribune Newsprint Company

   Utah    2711    87-0415831

Wichita Eagle and Beacon Publishing Company, Inc.

   Kansas    2711    48-0571718

Wingate Paper Company

   Delaware    2711    68-0068249
       

(Address, including zip code, and telephone number, including area code, of each additional Registrant’s principal executive offices)

2100 “Q” Street,

Sacramento, California 95816

(916) 321-1846

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

 

¨   Large accelerated filer    x   Accelerated filer
¨   Non-accelerated filer (Do not check if a smaller reporting company)    ¨   Smaller reporting company

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

¨  Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨  Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

CALCULATION OF REGISTRATION FEE

 

 
Title of Each Class of Securities to be Registered  

Amount to be

Registered

  

Proposed Maximum

Offering Price

Per Unit(1)

  

Proposed Maximum

Aggregate Offering

Price(1)

  

Amount of

Registration

Fee(1)

11.50% Senior Secured Notes due 2017

   $875,000,000   100%   $875,000,000   $62,387.50(4)

Guarantees of 11.50% Senior Secured Notes due 2017(2)

   — (3)   — (3)   — (3)   — (3)
 
 
(1) Represents the maximum principal amount at maturity of 11.50% Senior Secured Notes due 2017 that may be issued pursuant to the exchange offer described in this registration statement. The statement fee was calculated pursuant to Rule 457(f) under the Securities Act of 1933.
(2) The guarantors are U.S. wholly-owned subsidiaries of The McClatchy Company and have guaranteed the notes being registered.
(3) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable for the guarantees of the notes.
(4) Previously paid.

 

 

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants 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.

Explanatory Note

This Amendment No. 2 is being filed for the purpose of filing Exhibit 5.2.3 to the Registration Statement (Commission File No. 333-167345). No changes or additions are being made hereby to the Prospectus constituting Part I of the Registration Statement (not included herein) or to Items 20 or 22 of Part II of the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 20. Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of Delaware permits a corporation to include in its charter documents, and in agreements between the corporation and its directors and officers, provisions expanding the scope of indemnification beyond that specifically provided by the current law.

Article Seventh of the registrant’s Restated Certificate of Incorporation provides for the indemnification of directors for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

The registrant has entered into indemnification agreements with its directors and executive officers, in addition to indemnification provided for in the registrant’s Restated Certificate of Incorporation, and intends to enter into indemnification agreements with any new directors and executive officers in the future.

The general effect of Section 145 of the General Corporation Law of the State of Delaware, the registrant’s charter documents and the indemnification agreements is to provide indemnification to officers and directors for liabilities that may arise by reason of their status as officers or directors, other than liabilities arising from willful or intentional misconduct, acts or omissions not in good faith, unlawful distributions of corporate assets or transactions from which the officer or director derived an improper personal benefit.

There is no litigation pending or, to the best of the registrant’s knowledge, threatened which might or could result in a claim for indemnification by a director or officer.

 

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

The following is a list of all exhibits filed as a part of this registration statement on Form S-4, including those incorporated by reference:

 

Exhibit
Number

   

Description of Exhibit

   

If Incorporated by Reference,
Document with which Exhibit was
Contained herein with SEC

3.1.1    Restated Certificate of Incorporation of The McClatchy Company    Incorporated by reference from
Exhibit 3.1 to the registrant’s

Quarterly Report on Form 10-Q

filed July 27, 2006

3.1.2    Articles of Incorporation of Aboard Publishing, Inc.    Previously filed
3.1.3    Articles of Incorporation of Anchorage Daily News, Inc.    Previously filed
3.1.4    Certificate of Formation of Bellingham Herald Publishing, LLC    Previously filed
3.1.5    Articles of Incorporation of Belton Publishing Company, Inc.    Previously filed
3.1.6    Articles of Incorporation of Biscayne Bay Publishing, Inc.    Previously filed
3.1.7    Articles of Incorporation of Cass County Publishing Company    Previously filed

 

II-1

Exhibit
Number

   

Description of Exhibit

   

If Incorporated by Reference,
Document with which Exhibit was
Contained herein with SEC

3.1.8    Articles of Incorporation of Columbus Ledger-Enquirer, Inc.    Previously filed
3.1.9    Certificate of Incorporation of Cypress Media, Inc.    Previously filed
3.1.10    Certificate of Formation of Cypress Media, LLC    Previously filed
3.1.11    Articles of Incorporation of East Coast Newspapers, Inc.    Previously filed
3.1.12    Articles of Incorporation of Gulf Publishing Company, Inc.    Previously filed
3.1.13    Articles of Incorporation of HLB Newspapers, Inc.    Previously filed
3.1.14    Certificate of Formation of Idaho Statesman Publishing, LLC    Previously filed
3.1.15    Articles of Incorporation of Keltatim Publishing Company, Inc.    Previously filed
3.1.16    Certificate of Incorporation of Keynoter Publishing Company, Inc.    Previously filed
3.1.17    Articles of Incorporation of Lee’s Summit Journal, Incorporated    Previously filed
3.1.18    Articles of Incorporation of Lexington H-L Services, Inc.    Previously filed
3.1.19    Articles of Incorporation of Macon Telegraph Publishing Company    Previously filed
3.1.20    Articles of Incorporation of Mail Advertising Corporation    Previously filed
3.1.21    Certificate of Formation of McClatchy Interactive LLC    Previously filed
3.1.22    Certificate of Incorporation of McClatchy Interactive West    Previously filed
3.1.23    Certificate of Incorporation of McClatchy Investment Company    Previously filed
3.1.24    Certificate of Incorporation of McClatchy Management Services, Inc.    Previously filed
3.1.25    Certificate of Incorporation of McClatchy Newspapers, Inc.    Previously filed
3.1.26    Certificate of Incorporation of McClatchy U.S.A., Inc.    Previously filed
3.1.27    Certificate of Incorporation of Miami Herald Media Company    Previously filed
3.1.28    Articles of Incorporation of Newsprint Ventures, Inc.    Previously filed
3.1.29    Articles of Incorporation of Nittany Printing and Publishing Company    Previously filed
3.1.30    Articles of Incorporation of Nor-Tex Publishing, Inc.    Previously filed
3.1.31    Certificate of Formation of Olympian Publishing, LLC    Previously filed
3.1.32    Articles of Incorporation of Olympic-Cascade Publishing, Inc.    Previously filed
3.1.33    Certificate of Incorporation of Pacific Northwest Publishing Company, Inc.    Previously filed
3.1.34    Articles of Incorporation of Quad County Publishing, Inc.    Previously filed
3.1.35    Certificate of Formation of San Luis Obispo Tribune, LLC    Previously filed
3.1.36    Certificate of Incorporation of Star-Telegram, Inc.    Previously filed
3.1.37    Articles of Incorporation of Tacoma News, Inc.    Previously filed
3.1.38    Articles of Incorporation of The Bradenton Herald, Inc.    Previously filed

 

II-2

Exhibit
Number

   

Description of Exhibit

   

If Incorporated by Reference,
Document with which Exhibit was
Contained herein with SEC

3.1.39    Certificate of Incorporation of The Charlotte Observer Publishing Company    Previously filed
3.1.40    Articles of Incorporation of The News and Observer Publishing Company    Previously filed
3.1.41    Certificate of Incorporation of The State Media Company    Previously filed
3.1.42    Articles of Incorporation of The Sun Publishing Company, Inc.    Previously filed
3.1.43    Articles of Incorporation of Tribune Newsprint Company    Previously filed
3.1.44    Restated and Amended Articles of Incorporation of Wichita Eagle and Beacon Publishing Company, Inc.    Previously filed
3.1.45    Certificate of Incorporation of Wingate Paper Company    Previously filed
3.2.1    Amended and Restated Bylaws of The McClatchy Company    Incorporated by reference from
Exhibit 3.2 to the registrant’s
Current Report on Form 8-K
filed June 28, 2006
3.2.2    Bylaws of Aboard Publishing, Inc.    Previously filed
3.2.3    Bylaws of Anchorage Daily News, Inc.    Previously filed
3.2.4    Limited Liability Company Agreement of Bellingham Herald Publishing, LLC    Previously filed
3.2.5    Amended and Restated Bylaws of Belton Publishing Company, Inc.    Previously filed
3.2.6    Bylaws of Biscayne Bay Publishing, Inc.    Previously filed
3.2.7    Amended and Restated Bylaws of Cass County Publishing Company    Previously filed
3.2.8    Bylaws of Columbus Ledger-Enquirer, Inc.    Previously filed
3.2.9    Amended and Restated Bylaws of Cypress Media, Inc.    Previously filed
3.2.10    Limited Liability Company Agreement of Cypress Media, LLC    Previously filed
3.2.11    Bylaws of East Coast Newspapers, Inc.    Previously filed
3.2.12    Bylaws of Gulf Publishing Company, Inc.    Previously filed
3.2.13    Amended and Restated Bylaws of HLB Newspapers, Inc.    Previously filed
3.2.14    Limited Liability Company Agreement of Idaho Statesman Publishing, LLC    Previously filed
3.2.15    Bylaws of Keltatim Publishing Company, Inc.    Previously filed
3.2.16    Bylaws of Keynoter Publishing Company, Inc.    Previously filed
3.2.17    Bylaws of Lee’s Summit Journal, Incorporated    Previously filed
3.2.18    Amended and Restated Bylaws of Lexington H-L Services, Inc.    Previously filed
3.2.19    Bylaws of Macon Telegraph Publishing Company    Previously filed
3.2.20    Amended and Restated Bylaws of Mail Advertising Corporation    Previously filed
3.2.21    Limited Liability Company Operating Agreement of McClatchy Interactive LLC    Previously filed
3.2.22    Bylaws of McClatchy Interactive West    Previously filed

 

II-3

Exhibit
Number

   

Description of Exhibit

   

If Incorporated by Reference,
Document with which Exhibit was
Contained herein with SEC

3.2.23    Bylaws of McClatchy Investment Company    Previously filed
3.2.24    Bylaws of McClatchy Management Services, Inc.    Previously filed
3.2.25    Bylaws of McClatchy Newspapers, Inc.    Previously filed
3.2.26    Bylaws of McClatchy U.S.A., Inc.    Previously filed
3.2.27    Bylaws of Miami Herald Media Company    Previously filed
3.2.28    Bylaws of Newsprint Ventures, Inc.    Previously filed
3.2.29    Bylaws of Nittany Printing and Publishing Company    Previously filed
3.2.30    Bylaws of Nor-Tex Publishing, Inc.    Previously filed
3.2.31    Limited Liability Company Agreement of Olympian Publishing, LLC    Previously filed
3.2.32    Bylaws of Olympic-Cascade Publishing, Inc.    Previously filed
3.2.33    Bylaws of Pacific Northwest Publishing Company, Inc.    Previously filed
3.2.34    Bylaws of Quad County Publishing, Inc.    Previously filed
3.2.35    Operating Agreement of San Luis Obispo Tribune, LLC    Previously filed
3.2.36    Bylaws of Star-Telegram, Inc.    Previously filed
3.2.37    Bylaws of Tacoma News, Inc.    Previously filed
3.2.38    Bylaws of The Bradenton Herald, Inc.    Previously filed
3.2.39    Bylaws of The Charlotte Observer Publishing Company    Previously filed
3.2.40    Bylaws of The News and Observer Publishing Company    Previously filed
3.2.41    Amended and Restated Bylaws of The State Media Company    Previously filed
3.2.42    Bylaws of The Sun Publishing Company, Inc.    Previously filed
3.2.43    Bylaws of Tribune Newsprint Company    Previously filed
3.2.44    Bylaws of Wichita Eagle and Beacon Publishing Company, Inc.    Previously filed
3.2.45    Bylaws of Wingate Paper Company    Previously filed
4.1    Indenture dated February 11, 2010, among The McClatchy Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee    Incorporated by reference from
Exhibit 4.1 to the registrant’s
Current Report on Form 8-K
filed February 17, 2010
4.2    Form of 11.50% Senior Secured Notes due 2017    Contained in Exhibit 4.1
4.3    Form of Guaranty of 11.50% Senior Secured Notes due 2017    Contained in Exhibit 4.1
4.4    Registration Rights Agreement, dated as of February 11, 2010, among The McClatchy Company, the guarantors from time to time party thereto, and J.P. Morgan Securities Inc., as representative of the several initial purchasers    Incorporated by reference from
Exhibit 4.2 to the registrant’s
Current Report on Form 8-K
filed February 17, 2010
5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”) relating to the validity of the securities registered hereby    Previously filed
5.2.1    Opinion of Davis Wright Termaine LLP    Previously filed
5.2.2    Opinion of Holland & Knight LLP    Previously filed
5.2.3    Opinion of Carlton Fields, P.A.    Contained herein
5.2.4    Opinion of Lewis, Rice & Fingersh, L.C. (Illinois)    Previously filed
5.2.5    Opinion of Fleeson, Gooing, Coulson & Kitch, L.L.C.    Previously filed
5.2.6    Opinion of Stoll Keenon Ogden PLLC    Previously filed
5.2.7    Opinion of Watkins Ludlam Winter & Stennis, P.A.    Previously filed
5.2.8    Opinion of Lewis, Rice & Fingersh, L.C. (Missouri)    Previously filed
5.2.9    Opinion of McGuire Woods LLP    Previously filed
5.2.10    Opinion of Eisenstein & Bower, LLP    Previously filed
5.2.11    Opinion of Wyche, Burgess, Freeman & Parham, P.A.    Previously filed
5.2.12    Opinion of Holland & Hart LLP    Previously filed

 

II-4

Exhibit
Number

   

Description of Exhibit

   

If Incorporated by Reference,
Document with which Exhibit was
Contained herein with SEC

10.1    Security Agreement, dated as of February 11, 2010, among The McClatchy Company, each other grantor from time to time party thereto, and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent    Previously filed
10.4    First Lien Intercreditor Agreement, dated as of February 11, 2010, among The McClatchy Company, the other grantors party thereto, Bank of America, N.A., as Credit Agreement Collateral Agent, The Bank of New York Mellon Trust Company, as Senior Secured Notes Collateral Agent, and each additional collateral agent from time to time party thereto    Previously filed
12.1    Statement of Computation of Ratio of Earnings to Fixed Charges    Previously filed
23.1    Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm    Previously filed
23.2    Consent of WSGR    Contained in Exhibit 5.1
24.1    Power of Attorney (see page II-17 of the original filing of this Form S-4)    Previously filed
25.1    Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A. to act as Trustee under the Indenture    Previously filed
99.1    Form of Letter of Transmittal    Previously filed
99.2    Form of Notice of Guaranteed Delivery    Previously filed
99.3    Form of Letter to Clients    Previously filed
99.4    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees    Previously filed
99.5    Guideline for Certification of Taxpayer Identification Number on Substitute IRS Form W-9    Previously filed

(b) Financial Statement Schedules: All schedules have been incorporated herein by reference or omitted because they are not applicable or not required.

 

Item 22. Undertakings

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant will, unless in the opinion of its counsel the

 

II-5

matter has been settled by the controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired or involved therein, that was not the subject of and included in the registration statement when it became effective.

 

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sacramento, State of California, on the 10th day of June, 2010.

 

THE MCCLATCHY COMPANY
By:   /S/    GARY B. PRUITT        
Name:   Gary B. Pruitt
Title:   Chairman, President and Chief Executive Officer

 

II-7

Co-Registrants
EAST COAST NEWSPAPERS, INC.
CYPRESS MEDIA, INC.
MCCLATCHY INVESTMENT COMPANY
MCCLATCHY NEWSPAPERS, INC.
MCCLATCHY U.S.A., INC.
NEWSPRINT VENTURES, INC.

PACIFIC NORTHWEST PUBLISHING COMPANY, INC.

TRIBUNE NEWSPRINT COMPANY
WINGATE PAPER COMPANY
By:  

*

Name:   Gary B. Pruitt
Title:   President (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:  

Vice President and Assistant Secretary

(Principal Financial and Accounting Officer)

THE NEWS AND OBSERVER PUBLISHING COMPANY

By:  

*

Name:   Gary B. Pruitt
Title:   Chairman of the Board (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)

 

II-8

ABOARD PUBLISHING, INC.
BISCAYNE BAY PUBLISHING, INC.
KEYNOTER PUBLISHING COMPANY, INC.
MIAMI HERALD MEDIA COMPANY
By:  

*

Name:   David Landsberg
Title:   President (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
ANCHORAGE DAILY NEWS, INC.
By:  

*

Name:   J. Patrick Doyle
Title:   President (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
BELTON PUBLISHING COMPANY, INC.
CASS COUNTY PUBLISHING COMPANY
LEE’S SUMMIT JOURNAL, INCORPORATED
By:  

*

Name:   Mark Zieman
Title:   President (Principal Executive Officer)

 

II-9

By:  

*

Name:   Patrick J. Talamantes
Title:  

Vice President, Assistant Secretary and Assistant

Treasurer (Principal Financial and Accounting Officer)

COLUMBUS LEDGER-ENQUIRER, INC.
By:  

*

Name:   Valerie Canepa
Title:   President and Publisher (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:  

Vice President, Assistant Secretary and Assistant

Treasurer (Principal Financial and Accounting Officer)

GULF PUBLISHING COMPANY, INC.
By:  

*

Name:   Glen Nardi
Title:   President and Publisher (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:  

Vice President, Assistant Secretary and Assistant

Treasurer (Principal Financial and Accounting Officer)

 

II-10

HLB NEWSPAPERS, INC.
By:  

*

Name:   Robert Weil
Title:   President (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)

MAIL ADVERTISING CORPORATION

NOR-TEX PUBLISHING, INC.

STAR-TELEGRAM, INC.

By:  

*

Name:   Gary Wortel
Title:   President (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)

KELTATIM PUBLISHING COMPANY, INC.

WICHITA EAGLE AND BEACON PUBLISHING COMPANY, INC.

By:  

*

Name:   Skip Hidlay
Title:   President and Publisher (Principal Executive Officer)

 

II-11

By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
LEXINGTON H-L SERVICES, INC.
By:  

*

Name:   Timothy Kelly
Title:   President and Publisher (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
MACON TELEGRAPH PUBLISHING COMPANY
By:  

*

Name:   George McCanless
Title:   President and Publisher (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
MCCLATCHY INTERACTIVE WEST
By:  

*

Name:   Chris Hendricks
Title:   President (Principal Executive Officer)

 

II-12

By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
NITTANY PRINTING AND PUBLISHING     COMPANY
By:  

*

Name:   Susan Leath
Title:   President and Publisher (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
OLYMPIC-CASCADE PUBLISHING, INC.
By:  

*

Name:   George LeMasurier
Title:   President (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
TACOMA NEWS, INC.
By:  

*

Name:   David Zeeck
Title:   President and Publisher (Principal Executive Officer)

 

II-13

By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President and Assistant Secretary (Principal Financial and Accounting Officer)
THE BRADENTON HERALD, INC.
By:  

*

Name:   Robert G. Turner
Title:   President and Publisher (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)

THE CHARLOTTE OBSERVER PUBLISHING

    COMPANY

By:  

*

Name:   Ann Caulkins
Title:   President and Publisher (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
THE STATE MEDIA COMPANY
By:  

*

Name:   Henry Haitz
Title:   President and Publisher (Principal Executive Officer)

 

II-14

By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
THE SUN PUBLISHING COMPANY, INC.
By:  

*

Name:   Pamela Browning
Title:   President and Publisher (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
MCCLATCHY INTERACTIVE LLC

MCCLATCHY MANAGEMENT SERVICES, INC.

QUAD COUNTY PUBLISHING, INC.

By:  

*

Name:   Patrick J. Talamantes
Title:   President, Assistant Secretary and Assistant Treasurer (Principal Executive Officer)
By:  

*

Name:   Elaine Lintecum
Title:   Treasurer (Principal Financial and Accounting Officer)

BELLINGHAM HERALD PUBLISHING, LLC

IDAHO STATESMAN PUBLISHING, LLC

OLYMPIAN PUBLISHING, LLC

By:   PACIFIC Northwest Publishing Company, Inc., their Sole Member
By:  

*

Name:   Gary B. Pruitt
Title:   President (Principal Executive Officer)

 

II-15

By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
CYPRESS MEDIA, LLC
By:  

CYPRESS Media, Inc.,

its Sole Member

By:  

*

Name:   Gary B. Pruitt
Title:   President (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial and Accounting Officer)
SAN LUIS OBISPO TRIBUNE, LLC
By:  

The McClatchy Company,

its Sole Member

By:  

*

Name:   Gary B. Pruitt
Title:   Chairman, President and Chief Executive Officer (Principal Executive Officer)
By:  

*

Name:   Patrick J. Talamantes
Title:   Vice President, Finance and Chief Financial Officer (Principal Financial Officer)
By:  

*

Name:   Hai Nguyen
Title:   Controller (Principal Accounting Officer)
*By:  

/S/    GARY B. PRUITT        

  Gary B. Pruitt
  Attorney-in-fact

 

II-16

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/S/    GARY B. PRUITT        

Gary B. Pruitt (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12)

   

Chairman, President and Chief Executive Officer (Principal Executive Officer)

   June 10, 2010

/S/    PATRICK J. TALAMANTES        

Patrick J. Talamantes (1) (3) (4) (5) (7) (8) (9) (13)

   

Vice President, Finance and Chief Financial Officer (Principal Financial Officer)

   June 10, 2010

*

Hai Nguyen

   

Controller (Principal Accounting Officer)

   June 10, 2010

*

Elizabeth Ballantine

   

Director

   June 10, 2010

*

Leroy Barnes, Jr.

   

Director

   June 10, 2010

*

Molly Maloney Evangelisti

   

Director

   June 10, 2010

*

Kathleen Foley Feldstein

   

Director

   June 10, 2010

*

R. Larry Jinks

   

Director

   June 10, 2010

 

Brown McClatchy Maloney

   

Director

  

*

Kevin S. McClatchy

   

Director

   June 10, 2010

*

William McClatchy

   

Director

   June 10, 2010

*

Theodore R. Mitchell

   

Director

   June 10, 2010

*

S. Donley Ritchey

   

Director

   June 10, 2010

 

II-17

Signature

   

Title

  

Date

 

Frederick R. Ruiz

   

Director

  

*

Frank Whittaker (1) (4) (6) (9) (10) (11)

   

Director, certain of the Co-Registrants listed above

   June 10, 2010

*

Robert Weil (2) (3) (4) (6) (9) (10)

   

Director, certain of the Co-Registrants listed above and President (Principal Executive Officer) of HLB Newspapers, Inc.

   June 10, 2010

*

Karole Morgan-Prager (5) (9) (10) (11)

   

Director, certain of the Co-Registrants listed above

   June 10, 2010

*

Chris Hendricks (7)

   

Director, certain of the Co-Registrants listed above and President (Principal Executive Officer) of McClatchy Interactive West

  June 10, 2010

*

David Landsberg

   

President (Principal Executive Officer), certain of the Co-Registrants listed above

   June 10, 2010

*

J. Patrick Doyle

   

President (Principal Executive Officer), Anchorage Daily News, Inc.

   June 10, 2010

*

Mark Zieman

   

President (Principal Executive Officer), certain of the Co-Registrants listed above

   June 10, 2010

*

Valerie Canepa

   

President and Publisher (Principal Executive Officer), Columbus Ledger-Enquirer, Inc.

   June 10, 2010

*

Glen Nardi

   

President and Publisher (Principal Executive Officer), Gulf Publishing Company, Inc.

   June 10, 2010

*

Gary Wortel

   

President (Principal Executive Officer), certain of the Co-Registrants listed above

   June 10, 2010

*

Skip Hidlay

   

President and Publisher (Principal Executive Officer), certain of the Co-Registrants listed above

   June 10, 2010

*

Timothy Kelly

   

President and Publisher (Principal Executive Officer), Lexington H-L Services, Inc.

   June 10, 2010

*

George McCanless

   

President and Publisher (Principal Executive Officer), Macon Telegraph Publishing Company

   June 10, 2010

*

Susan Leath

   

President and Publisher (Principal Executive Officer), Nittany Printing and Publishing Company

   June 10, 2010

*

George LeMasurier

   

President (Principal Executive Officer), Olympic-Cascade Publishing, Inc.

   June 10, 2010

 

II-18

Signature

   

Title

  

Date

*

David Zeeck

   

President and Publisher (Principal Executive Officer), Tacoma News, Inc.

   June 10, 2010

*

Robert G. Turner

   

President and Publisher (Principal Executive Officer), The Bradenton Herald, Inc.

   June 10, 2010

*

Ann Caulkins

   

President and Publisher (Principal Executive Officer), The Charlotte Observer Publishing Company

   June 10, 2010

*

Henry Haitz

   

President and Publisher (Principal Executive Officer), The State Media Company

   June 10, 2010

*

Pamela Browning

   

President and Publisher (Principal Executive Officer), The Sun Publishing Company, Inc.

   June 10, 2010

*

Elaine Lintecum

   

Treasurer (Principal Financial and Accounting Officer), certain of the Co-Registrants listed above

   June 10, 2010

*By:

   

/S/    GARY B. PRUITT        

      June 10, 2010
  

Gary B. Pruitt

Attorney-in-fact

     

 

(1) Mr. Pruitt, Mr. Talamantes and Mr. Whittaker comprise the entirety of the board of directors of Aboard Publishing, Inc., Newsprint Ventures, Inc., Wingate Paper Company, The Charlotte Observer Publishing Company, Miami Herald Media Company, Pacific Northwest Publishing Company, Inc., The Bradenton Herald, Inc., Keynoter Publishing Company, Inc., Biscayne Bay Publishing, Inc., Macon Telegraph Publishing Company, Quad County Publishing, Inc., Lexington H-L Services, Inc., The News and Observer Publishing Company, The State Media Company and The Sun Publishing Company, Inc.
(2) Mr. Pruitt and Mr. Weil comprise the entirety of the board of directors of Anchorage Daily News, Inc.
(3) Mr. Pruitt, Mr. Talamantes and Mr. Weil comprise the entirety of the board of directors of Macon Telegraph Publishing Company, Columbus Ledger-Enquirer, Inc., Wichita Eagle and Beacon Publishing Company, Inc., Keltatim Publishing Company, Inc., Gulf Publishing Company, Inc., Lee’s Summit Journal, Incorporated, Belton Publishing Company, Inc., Cass County Publishing Company, Nor-Tex Publishing, Inc., Mail Advertising Corporation, Tacoma News, Inc., Olympic-Cascade Publishing, Inc., Star-Telegram, Inc., Tribune Newsprint Company, Idaho Statesman Publishing, LLC, Bellingham Herald Publishing, LLC and Olympian Publishing, LLC.
(4) Mr. Pruitt, Mr. Talamantes, Mr. Whittaker and Mr. Weil comprise the entirety of the board of directors of McClatchy Newspapers, Inc. and Cypress Media, LLC.
(5) Mr. Pruitt, Mr. Talamantes and Mrs. Morgan-Prager comprise the entirety of the board of directors of McClatchy Management Services, Inc.
(6) Mr. Pruitt, Mr. Whittaker and Mr. Weil comprise the entirety of the board of directors of San Luis Obispo Tribune, LLC.
(7) Mr. Pruitt, Mr. Talamantes and Mr. Hendricks comprise the entirety of the board of directors of McClatchy U.S.A., Inc., McClatchy Interactive West and Nittany Printing and Publishing Company.
(8) Mr. Pruitt and Mr. Talamantes comprise the entirety of the board of directors of McClatchy Investment Company.

 

II-19

(9) Mr. Pruitt, Mr. Whittaker, Mr. Weil and Mrs. Morgan-Prager comprise the entirety of the board of directors of HLB Newspapers, Inc.
(10) Mr. Pruitt, Mr. Talamantes, Mr. Whittaker, Mr. Weil and Mrs. Morgan-Prager comprise the entirety of the board of directors of Cypress Media, Inc.
(11) Mr. Pruitt, Mr. Whittaker and Mrs. Morgan-Prager comprise the entirety of the board of directors of East Coast Newspapers, Inc.
(12) Mr. Pruitt is also executing this power of attorney in his capacity as the Principal Executive Officer of certain of the Co-Registrants as listed above.
(13) Mr. Talamantes is also executing this power of attorney in his capacity as the Principal Executive Officer or the Principal Financial and Accounting Officer of certain of the Co-Registrants as listed above.

 

II-20

Exhibit
Number

   

Description of Exhibit

   

If Incorporated by Reference,

Document with which Exhibit was

Contained herein with SEC

3.1.1    Restated Certificate of Incorporation of The McClatchy Company   

Incorporated by reference from

Exhibit 3.1 to the registrant’s

Quarterly Report on Form 10-Q

filed July 27, 2006

3.1.2    Articles of Incorporation of Aboard Publishing, Inc.   

Previously filed

3.1.3    Articles of Incorporation of Anchorage Daily News, Inc.   

Previously filed

3.1.4    Certificate of Formation of Bellingham Herald Publishing, LLC   

Previously filed

3.1.5    Articles of Incorporation of Belton Publishing Company, Inc.   

Previously filed

3.1.6    Articles of Incorporation of Biscayne Bay Publishing, Inc.   

Previously filed

3.1.7    Articles of Incorporation of Cass County Publishing Company   

Previously filed

3.1.8    Articles of Incorporation of Columbus Ledger-Enquirer, Inc.   

Previously filed

3.1.9    Certificate of Incorporation of Cypress Media, Inc.   

Previously filed

3.1.10    Certificate of Formation of Cypress Media, LLC   

Previously filed

3.1.11    Articles of Incorporation of East Coast Newspapers, Inc.   

Previously filed

3.1.12    Articles of Incorporation of Gulf Publishing Company, Inc.   

Previously filed

3.1.13    Articles of Incorporation of HLB Newspapers, Inc.   

Previously filed

3.1.14    Certificate of Formation of Idaho Statesman Publishing, LLC   

Previously filed

3.1.15    Articles of Incorporation of Keltatim Publishing Company, Inc.   

Previously filed

3.1.16    Certifacate of Incorporation of Keynoter Publishing Company, Inc.   

Previously filed

3.1.17    Articles of Incorporation of Lee’s Summit Journal, Incorporated   

Previously filed

3.1.18    Articles of Incorporation of Lexington H-L Services, Inc.   

Previously filed

3.1.19    Articles of Incorporation of Macon Telegraph Publishing Company   

Previously filed

3.1.20    Articles of Incorporation of Mail Advertising Corporation   

Previously filed

3.1.21    Certificate of Formation of McClatchy Interactive LLC   

Previously filed

3.1.22    Certificate of Incorporation of McClatchy Interactive West   

Previously filed

3.1.23    Certificate of Incorporation of McClatchy Investment Company   

Previously filed

3.1.24    Certificate of Incorporation of McClatchy Management Services, Inc.   

Previously filed

3.1.25    Certificate of Incorporation of McClatchy Newspapers, Inc.   

Previously filed

3.1.26    Certificate of Incorporation of McClatchy U.S.A., Inc.   

Previously filed

3.1.27    Certificate of Incorporation of Miami Herald Media Company   

Previously filed

3.1.28    Articles of Incorporation of Newsprint Ventures, Inc.   

Previously filed

3.1.29    Articles of Incorporation of Nittany Printing and Publishing Company   

Previously filed

Exhibit
Number

   

Description of Exhibit

   

If Incorporated by Reference,

Document with which Exhibit was

Contained herein with SEC

3.1.30    Articles of Incorporation of Nor-Tex Publishing, Inc.   

Previously filed

3.1.31    Certificate of Formation of Olympian Publishing, LLC   

Previously filed

3.1.32    Articles of Incorporation of Olympic-Cascade Publishing, Inc.   

Previously filed

3.1.33    Certificate of Incorporation of Pacific Northwest Publishing Company, Inc.   

Previously filed

3.1.34    Articles of Incorporation of Quad County Publishing, Inc.   

Previously filed

3.1.35    Certificate of Formation of San Luis Obispo Tribune, LLC   

Previously filed

3.1.36    Certificate of Incorporation of Star-Telegram, Inc.   

Previously filed

3.1.37    Articles of Incorporation of Tacoma News, Inc.   

Previously filed

3.1.38    Articles of Incorporation of The Bradenton Herald, Inc.   

Previously filed

3.1.39    Certificate of Incorporation of The Charlotte Observer Publishing Company   

Previously filed

3.1.40    Articles of Incorporation of The News and Observer Publishing Company   

Previously filed

3.1.41    Certificate of Incorporation of The State Media Company   

Previously filed

3.1.42    Articles of Incorporation of The Sun Publishing Company, Inc.   

Previously filed

3.1.43    Articles of Incorporation of Tribune Newsprint Company   

Previously filed

3.1.44    Restated and Amended Articles of Incorporation of Wichita Eagle and Beacon Publishing Company, Inc.   

Previously filed

3.1.45    Certificate of Incorporation of Wingate Paper Company   

Previously filed

3.2.1    Amended and Restated Bylaws of The McClatchy Company   

Incorporated by reference from Exhibit 3.2

to the registrant’s Current Report on Form 8-K

filed June 28, 2006

3.2.2    Bylaws of Aboard Publishing, Inc.   

Previously filed

3.2.3    Bylaws of Anchorage Daily News, Inc.   

Previously filed

3.2.4    Limited Liability Company Agreement of Bellingham Herald Publishing, LLC   

Previously filed

3.2.5    Amended and Restated, Bylaws of Belton Publishing Company, Inc.   

Previously filed

3.2.6    Bylaws of Biscayne Bay Publishing, Inc.   

Previously filed

3.2.7    Amended and Restated, Bylaws of Cass County Publishing Company   

Previously filed

3.2.8    Bylaws of Columbus Ledger-Enquirer, Inc.   

Previously filed

3.2.9    Amended and Restated Bylaws of Cypress Media, Inc.   

Previously filed

3.2.10    Limited Liability Company Agreement of Cypress Media, LLC   

Previously filed

3.2.11    Bylaws of East Coast Newspapers, Inc.   

Previously filed

3.2.12    Bylaws of Gulf Publishing Company, Inc.   

Previously filed

3.2.13    Amended and Restated Bylaws of HLB Newspapers, Inc.   

Previously filed

Exhibit
Number

   

Description of Exhibit

   

If Incorporated by Reference,

Document with which Exhibit was

Contained herein with SEC

3.2.14    Limited Liability Company Agreement of Idaho Statesman Publishing, LLC   

Previously filed

3.2.15    Bylaws of Keltatim Publishing Company, Inc.   

Previously filed

3.2.16    Bylaws of Keynoter Publishing Company, Inc.   

Previously filed

3.2.17    Bylaws of Lee’s Summit Journal, Incorporated   

Previously filed

3.2.18    Amended and Restated Bylaws of Lexington H-L Services, Inc.   

Previously filed

3.2.19    Bylaws of Macon Telegraph Publishing Company   

Previously filed

3.2.20    Amended and Restated Bylaws of Mail Advertising Corporation   

Previously filed

3.2.21    Limited Liability Company Operating Agreement of McClatchy Interactive LLC   

Previously filed

3.2.22    Bylaws of McClatchy Interactive West   

Previously filed

3.2.23    Bylaws of McClatchy Investment Company   

Previously filed

3.2.24    Bylaws of McClatchy Management Services, Inc.   

Previously filed

3.2.25    Bylaws of McClatchy Newspapers, Inc.   

Previously filed

3.2.26    Bylaws of McClatchy U.S.A., Inc.   

Previously filed

3.2.27    Bylaws of Miami Herald Media Company   

Previously filed

3.2.28    Bylaws of Newsprint Ventures, Inc.   

Previously filed

3.2.29    Bylaws of Nittany Printing and Publishing Company   

Previously filed

3.2.30    Bylaws of Nor-Tex Publishing, Inc.   

Previously filed

3.2.31    Limited Liability Company Agreement of Olympian Publishing, LLC   

Previously filed

3.2.32    Bylaws of Olympic-Cascade Publishing, Inc.   

Previously filed

3.2.33    Bylaws of Pacific Northwest Publishing Company, Inc.   

Previously filed

3.2.34    Bylaws of Quad County Publishing, Inc.   

Previously filed

3.2.35    Operating Agreement of San Luis Obispo Tribune, LLC   

Previously filed

3.2.36    Bylaws of Star-Telegram, Inc.   

Previously filed

3.2.37    Bylaws of Tacoma News, Inc.   

Previously filed

3.2.38    Bylaws of The Bradenton Herald, Inc.   

Previously filed

3.2.39    Bylaws of The Charlotte Observer Publishing Company   

Previously filed

3.2.40    Bylaws of The News and Observer Publishing Company   

Previously filed

3.2.41    Amended and Restated Bylaws of The State Media Company   

Previously filed

3.2.42    Bylaws of The Sun Publishing Company, Inc.   

Previously filed

3.2.43    Bylaws of Tribune Newsprint Company   

Previously filed

3.2.44    Bylaws of Wichita Eagle and Beacon Publishing Company, Inc.   

Previously filed

3.2.45    Bylaws of Wingate Paper Company   

Previously filed

Exhibit
Number

   

Description of Exhibit

   

If Incorporated by Reference,

Document with which Exhibit was

Contained herein with SEC

4.1    Indenture dated February 11, 2010, among The McClatchy Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee    Incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed February 17, 2010
4.2    Form of 11.50% Senior Secured Notes due 2017    Contained in Exhibit 4.1
4.3    Form of Guaranty of 11.50% Senior Secured Notes due 2017    Contained in Exhibit 4.1
4.4    Registration Rights Agreement, dated as of February 11, 2010, among The McClatchy Company, the guarantors from time to time party thereto, and J.P. Morgan Securities Inc., as representative of the several initial purchasers    Incorporated by reference from Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed February 17, 2010
5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”) relating to the validity of the securities registered hereby   

Previously filed

5.2.1    Opinion of Davis Wright Termaine LLP    Previously filed
5.2.2    Opinion of Holland & Knight LLP    Previously filed
5.2.3    Opinion of Carlton Fields, P.A.   

Contained herein

5.2.4    Opinion of Lewis, Rice & Fingersh, L.C. (Illinois)    Previously filed
5.2.5    Opinion of Fleeson, Gooing, Coulson & Kitch, L.L.C.    Previously filed
5.2.6    Opinion of Stoll Keenon Ogden PLLC    Previously filed
5.2.7    Opinion of Watkins Ludlam Winter & Stennis, P.A.    Previously filed
5.2.8    Opinion of Lewis, Rice & Fingersh, L.C. (Missouri)    Previously filed
5.2.9    Opinion of McGuire Woods LLP    Previously filed
5.2.10    Opinion of Eisenstein & Bower, LLP    Previously filed
5.2.11    Opinion of Wyche, Burgess, Freeman & Parham, P.A.    Previously filed
5.2.12    Opinion of Holland & Hart LLP    Previously filed
10.1    Security Agreement, dated as of February 11, 2010, among The McClatchy Company, each other grantor from time to time party thereto, and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent   

Previously filed

10.4    First Lien Intercreditor Agreement, dated as of February 11, 2010, among The McClatchy Company, the other grantors party thereto, Bank of America, N.A., as Credit Agreement Collateral Agent, The Bank of New York Mellon Trust Company, as Senior Secured Notes Collateral Agent, and each additional collateral agent from time to time party thereto   

Previously filed

12.1    Statement of Computation of Ratio of Earnings to Fixed Charges   

Previously filed

23.1    Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm   

Previously filed

23.2    Consent of WSGR    Contained in Exhibit 5.1
24.1    Power of Attorney (see page II-17 of the original filing of this Form S-4)   

Previously filed

25.1    Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A. to act as Trustee under the Indenture   

Previously filed

99.1    Form of Letter of Transmittal   

Previously filed

99.2    Form of Notice of Guaranteed Delivery   

Previously filed

99.3    Form of Letter to Clients   

Previously filed

99.4    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees   

Previously filed

99.5    Guideline for Certification of Taxpayer Identification Number on Substitute IRS Form W-9   

Previously filed

EX-5.2.3 2 dex523.htm OPINION OF CARLTON FIELDS, P.A. Opinion of Carlton Fields, P.A.

Exhibit 5.2.3

[Letterhead of Carlton Fields, P.A.]

June 10, 2010

The McClatchy Company

2100 Q Street,

Sacramento, California 95816

 

  Re: Local Counsel Opinion for Subsidiary Guarantees for the Registration of up

to $875,000,000 11.50% Senior Secured Notes due 2017

Ladies and Gentlemen:

We have acted as local counsel to Columbus Ledger-Enquirer, Inc., a Georgia corporation (“Columbus”), and Macon Telegraph Publishing Company, Inc., a Georgia corporation (“Macon”) (each of Macon and Columbus a “Subsidiary Guarantor” and together the “Subsidiary Guarantors”), in connection with certain limited matters relating to the filing by The McClatchy Company, a Delaware corporation (the “Company”) the Subsidiary Guarantors, and the other subsidiary guarantors named in Schedule I hereto (the “Other Subsidiary Guarantors”) with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). You have advised us that pursuant to the Registration Statement, the Company is registering (a) an aggregate of up to $875,000,000 in principal amount of its 11.50% Senior Secured Notes due 2017 (the “Exchange Notes”) to be issued in exchange (the “Exchange Offer”) for a like principal amount of the Company’s outstanding 11.50% Senior Secured Notes due 2017 (the “Outstanding Notes”) upon the terms set forth in the Registration Statement and (b) guarantees by each of the Subsidiary Guarantors, and the Other Subsidiary Guarantors of the Exchange Notes pursuant to the Exchange Offer (the “Exchange Notes Guarantees”). The Exchange Notes and the Exchange Notes Guarantees to be issued pursuant to the Exchange Offer are collectively referred to herein as the “Securities.” The Securities will be issued, pursuant to an Indenture, dated as of February 11, 2010 (the “Indenture”), among the Company, the Subsidiary Guarantors, and the Other Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee.

In rendering the opinions expressed below, we have examined executed originals or copies, certified or otherwise identified to our satisfaction, of the following documents: (a) the Registration Statement, in the form filed with the Commission on June 4, 2010; (b) the Registration Rights Agreement, dated as of February 11, 2010, by and among the Company, the Subsidiary Guarantors, the Other Subsidiary Guarantors, and the initial purchasers listed therein; (c) the Indenture; (d) specimens of the forms representing the Exchange Notes Guarantees, included as exhibits to the Indenture, (e) Certificate of an officer of Columbus (the “Columbus Certificate”), (f) Certificate of an officer of Macon (the “Macon Certificate”), (g) the resolutions of the boards of directors of the Subsidiary Guarantors, dated February 1, 2010, authorizing the actions and/or transactions set forth in the Transaction Documents (as defined below) (h) Articles of Incorporation of each of the Subsidiary Guarantors, as amended, certified by the Secretary of State of the State of Georgia (the “Georgia Secretary”), (i) Certificates of Good Standing for each of the Subsidiary Guarantors, each dated June 2, 2010, issued by the Georgia Secretary, and (j) the bylaws of the each of the Subsidiary Guarantors, as amended through the date hereof.

June 10, 2010

Page 2

 

The documents referred to in paragraphs (a) through (d) above are sometimes referred to herein collectively as the “Transaction Documents”. All capitalized terms used in this Opinion and not expressly defined herein shall have the meanings assigned to such terms in the Registration Statement.

Other than as expressly identified above, we have not reviewed any documents or agreements, and we disclaim any responsibility for the effect on the opinions hereinafter set forth of any other documents which we have not reviewed.

Further, we have assumed the genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as certified or photostatic copies, and the due authorization, execution and delivery of all documents by all parties thereto other than the Subsidiary Guarantors.

Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Subsidiary Guarantors or the rendering of the opinions or statements set forth below.

The opinions set forth herein are based upon and are limited to the laws of the State of Georgia and applicable federal law.

Based solely upon the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth herein, we are of the opinion that:

 

1. Each Subsidiary Guarantor is a corporation incorporated and validly existing under the laws of the State of Georgia and is in good standing under such laws.

 

2. Each Subsidiary Guarantor has the corporate power to: (a) guarantee the Exchange Notes and (b) execute and deliver the Exchange Notes Guarantees and to carry out and perform its obligations under the terms of the Exchange Notes Guarantees.

 

3. All corporate action on the part of Columbus, its directors and shareholders necessary for the authorization, execution and delivery of the Exchange Notes Guarantees, and the performance by Columbus of its obligations under the Exchange Notes Guarantees, has been taken.

 

4. All corporate action on the part of Macon, its directors and shareholders necessary for the authorization, execution and delivery of the Exchange Notes Guarantees, and the performance by Macon of its obligations under the Exchange Notes Guarantees, has been taken.

The opinions hereinafter expressed are subject to the following exceptions, qualifications, limitations and assumptions:

A. The opinions set forth herein are based solely on the laws of the State of Georgia and applicable federal laws in force and effect on the date hereof. We express no opinion with respect to the effect of laws other than the laws of the State of Georgia or upon the validity and binding effect of the Transaction Documents.

June 10, 2010

Page 3

 

B. We express no opinion as to the enforceability of any provision of the Transaction Documents.

C. We express no opinion as to the enforceability of indemnification and contribution provisions in the Transaction Documents to the extent they may be subject to limitations of public policy and the effect of applicable statutes and rules of law.

D. We express no opinion regarding compliance or noncompliance (or the effect thereof) with any state or federal securities laws or with the anti-fraud provisions of applicable securities laws.

E. Without limiting the generality of the foregoing, we express no opinion as to the applicability of any bankruptcy or insolvency laws or regulations or environmental laws or regulations of the United States or any state or other jurisdiction.

F. Our opinions set forth in paragraph 1 above, as to valid existence and good standing are based solely upon all certificates provided to us by public officials respectively. With respect to our opinions set forth in paragraphs 2, 3 and 4 above as to matters of fact, we have relied solely upon the Columbus Certificate and the Macon Certificate provided to us by officers or the secretary of Columbus and Macon respectively.

G. In rendering this Opinion, we assume no obligation to revise or supplement this Opinion should the present laws of the jurisdictions mentioned herein be changed by any legislative action, judicial decision or otherwise. In addition, we assume no obligation to inform you of any other facts, circumstances or events that might arise or be brought to our attention after the date of this Opinion that may alter, affect or modify the opinions expressed herein.

June 10, 2010

Page 4

 

This Opinion is rendered solely for the benefit of the Company and is not to be used other than in connection with the Registration Statement, without our prior written consent.

 

Very truly yours,
CARLTON FIELDS, P.A.
By:  

/s/ Wayne Shortridge

 

Wayne Shortridge

CMH/cmh

June 10, 2010

Page 5

 

Schedule I

Newsprint Ventures, Inc., a California corporation

McClatchy Newspapers, Inc., a Delaware corporation

McClatchy Management Services, Inc., a Delaware corporation

McClatchy U.S.A., Inc., a Delaware corporation

McClatchy Investment Company, a Delaware corporation

Miami Herald Media Company, a Delaware corporation

The Charlotte Observer Publishing Company, a Delaware corporation

Star-Telegram, Inc., a Delaware corporation

Wingate Paper Company, a Delaware corporation

McClatchy Interactive West, a Delaware corporation

Bellingham Herald Publishing, LLC, a Delaware limited liability company

Cypress Media, LLC, a Delaware limited liability company

Idaho Statesman Publishing, LLC, a Delaware limited liability company

Olympian Publishing, LLC, a Delaware limited liability company

San Luis Obispo Tribune, LLC, a Delaware limited liability company

McClatchy Interactive LLC, a Delaware limited liability company

Cypress Media, Inc., a New York corporation

Nor-Tex Publishing, Inc., a Texas corporation

Mail Advertising Corporation, a Texas corporation

Olympic-Cascade Publishing, Inc., a Washington corporation

Tacoma News, Inc., a Washington corporation

Anchorage Daily News, Inc., an Alaska corporation

Pacific Northwest Publishing Company, Inc., a Florida corporation

The Bradenton Herald, Inc., a Florida corporation

Aboard Publishing, Inc., a Florida corporation

Keynoter Publishing Company, Inc., a Florida corporation

Biscayne Bay Publishing, Inc., a Florida corporation

Quad County Publishing, Inc., an Illinois corporation

Keltatim Publishing Company, Inc., a Kansas corporation

Wichita Eagle and Beacon Publishing Company, Inc., a Kansas corporation

Lexington H-L Services, Inc., a Kentucky corporation

Gulf Publishing Company, Inc., a Mississippi corporation

HLB Newspapers, Inc., a Missouri corporation

Lee’s Summit Journal, Incorporated, a Missouri corporation

Belton Publishing Company, Inc., a Missouri corporation

Cass County Publishing Company, a Missouri corporation

The News and Observer Publishing Company, a North Carolina corporation

Nittany Printing and Publishing Company, a Pennsylvania corporation

East Coast Newspapers, Inc., a South Carolina corporation

The State Media Company, a South Carolina corporation

The Sun Publishing Company, Inc., a South Carolina corporation

Tribune Newsprint Company, a Utah corporation

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