-----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, INqslVuI9PH17m2Kc/IWOtTBaSusVleNsshSjfvQA4mmuecN4zQzXg7jjIq4bp5p /UsX7AWVAurNR8bf5qLhcg== 0000912057-97-029662.txt : 19970912 0000912057-97-029662.hdr.sgml : 19970912 ACCESSION NUMBER: 0000912057-97-029662 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970902 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-05837 FILM NUMBER: 97673925 BUSINESS ADDRESS: STREET 1: 229 W 43RD ST CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 229 W 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 8-A12B 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12 (G) OF THE SECURITIES EXCHANGE ACT OF 1934 THE NEW YORK TIMES COMPANY ________________________________________________ (Exact Name of Registrant as Specified in Its Charter) New York 13-1102020 - -------------------------------------- ------------------- (State of Incorporation or Organization) (IRS Employer Identification no.) 229 West 43d Street, New York, New York 10036 - ----------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of debt registration of a class of debt securities and is effective upon securities and is to become effective filing pursuant to General simultaneously with the Instruction A(c)(1) please check effectiveness of a concurrent the following box. / / registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. / / Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Class A Common Stock of New York Stock Exchange $.10 par value Securities to be registered pursuant to Section 12(g) of the Act: None INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The capital stock of The New York Times Company (the "Registrant") to be registered on the New York Stock Exchange, Inc. is the Registrant's Class A Common Stock. The description of the Class A Common Stock is set forth in the Certificate of Incorporation as amended by the Class A and Class B stockholders and restated on September 29, 1993, filed as Exhibit 3.1 to the Registrant's Form 10-K dated March 21, 1994, and is hereby incorporated by reference in response to this Item. In summary, the capital stock of the Registrant consists of 200,910,000 shares, of which 110,000 shares of the par value of $100 each are 5 1/2% Cumulative Prior Preference Stock, 200,000 shares of the par value of $1 each are Serial Preferred Stock, 200,000,000 shares of the par value of $0.10 each are Class A Common Stock and 600,000 of the par value $0.10 each are Class B Common Stock. The Registrant has two classes of outstanding voting securities, the Class A Common Stock and the Class B Common Stock. The Class A stockholders have limited voting rights, which, in summary, entitle Class A stockholders to vote for (i) the election of 30% of the Registrant's board of directors; (ii) the ratification of the selection of the Registrant's independent certified accountants, certain interested party transactions and certain acquisitions involving the issuance of stock; and (iii) the reservation of stock for options to be granted to officers, directors and employees. Except as outlined above, and except as otherwise provided by the laws of the State of New York, the Registrant's Certificate of Incorporation provides that: ...the entire voting power shall be vested solely and exclusively in the holders of the shares of Class B Common Stock, the holders of Class B Common Stock to be entitled to 1 vote each for 1 share thereof held upon all matters requiring a vote of stockholders of the Corporation and the holders of the 5 1/2% Cumulative Prior Preference Stock or of the Class A Common Stock shall have no voting power, and shall not have the right to participate in any meeting of stockholders or to have notice thereof. ITEM 2. EXHIBITS. The securities being registered hereby are to be registered on an exchange on which no other securities of the Registrant are registered. Therefore, all exhibits required by Instruction II to Item 2 will be supplied to the New York Stock Exchange, Inc. and are not filed with or incorporated by reference to this Registration Statement. 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. THE NEW YORK TIMES COMPANY Date: September 2, 1997 By: /s/ Rhonda L. Brauer ---------------------------------- Name: Rhonda L. Brauer Title: Assistant Secretary 4 -----END PRIVACY-ENHANCED MESSAGE-----