-----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, VfzZyazckb0RfgVcOwKEdnqCiCngbja2rvnhH8TfgcigEmU/mcF1haIhyer/YuOQ mYNPOWmw4/TApbVV5DsoEA== 0000950142-08-000402.txt : 20080214 0000950142-08-000402.hdr.sgml : 20080214 20080214193424 ACCESSION NUMBER: 0000950142-08-000402 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080211 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 620 EIGHTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 620 EIGHTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS NY, LLC CENTRAL INDEX KEY: 0001424595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 08620414 BUSINESS ADDRESS: STREET 1: C/O HARBINGER CAP PTNRS OFFSHORE MGR LLC STREET 2: ONE RIVERCHASE PARKWAY SOUTH CITY: BIRMINGHAM STATE: AL ZIP: 35244 BUSINESS PHONE: (205) 987-5500 MAIL ADDRESS: STREET 1: C/O HARBINGER CAP PTNRS OFFSHORE MGR LLC STREET 2: ONE RIVERCHASE PARKWAY SOUTH CITY: BIRMINGHAM STATE: AL ZIP: 35244 FORMER NAME: FORMER CONFORMED NAME: FIREBRAND/HARBINGER, LLC DATE OF NAME CHANGE: 20080122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. CENTRAL INDEX KEY: 0001233563 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 08620416 BUSINESS ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: HARBERT DISTRESSED INVESTMENT MASTER FUND LTD DATE OF NAME CHANGE: 20030516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. CENTRAL INDEX KEY: 0001371517 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 08620415 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-521-6970 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: HARBINGER CAPITAL PARTNERS SITUATIONS FUND, L.P. DATE OF NAME CHANGE: 20060803 3 1 form3_nytimes01ex.xml X0202 3 2008-02-11 0 0000071691 NEW YORK TIMES CO NYT 0001233563 HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. C/O INTERNATIONAL FUND SERVICES LIMITED THIRD FL, BISHOP'S SQUARE REDMOND'S HILL DUBLIN 2 L2 00000 IRELAND 0 0 1 1 *See Remarks 0001371517 HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. 555 MADISON AVENUE 16TH FLOOR NEW YORK NY 10022 0 0 1 1 *See Remarks 0001424595 HARBINGER CAPITAL PARTNERS NY, LLC C/O HARBINGER CAP PTNRS OFFSHORE MGR LLC ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM AL 35244 0 0 1 1 *See Remark Class A Common Stock (par value $0.10 per share) 2433522 I See Notes Class A Common Stock (par value $0.10 per share) 1216761 I See Notes Class A Common Stock (par value $0.10 per share) 10988917 I See Notes Equity Swap 15.3044 Class A Common Stock 229545 D Equity Swap 15.8483 Class A Common Stock 450000 D Equity Swap 15.9616 Class A Common Stock 585720 D Equity Swap 15.3044 Class A Common Stock 320455 D Equity Swap 15.8483 Class A Common Stock 300000 D Equity Swap 15.9616 Class A Common Stock 390480 D Harbinger Capital Partners Master Fund I, Ltd., or the Master Fund, is the direct beneficial owner of 2,433,522 shares of the Issuer's class A common stock, or the Shares, Harbinger Capital Partners Special Situations Fund, L.P., or the Special Situations Fund, is the direct beneficial owner of 1,216,761 Shares and Harbinger Capital Partners NY, LLC, or the LLC, is the direct beneficial owner of 10,988,917 Shares. The Master Fund and the Special Situations Fund may be deemed to indirectly beneficially own certain of the shares directly beneficially owned by the LLC (See Note 4). Harbinger Capital Partners Offshore Manager, L.L.C., or Harbinger Management, is the investment manager of the Master Fund. HMC Investors, L.L.C., or HMC Investors, is the managing member of Harbinger Management. Harbert Management Corporation, or HMC, is the managing member of HMC Investors. Philip Falcone is the portfolio manager of the Master Fund and a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC. Each of Harbinger Management, HMC Investors, HMC, and Messrs. Falcone, Harbert and Luce may be deemed to beneficially own the securities owned directly or indirectly by the Master Fund. Such persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Echange Act of 1934, as amended, or for any other purpose. Harbinger Capital Partners Special Situations GP, LLC, or HCPSS, is the general partner of the Special Situations Fund, HMC-New York, Inc., or HMCNY, is the managing member of HCPSS. HMC wholly owns HMCNY. Philip Falcone is the portfolio manager of the Special Situations Fund and is a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC. Each of HCPSS, HMCNY, HMC, and Messrs. Falcone, Harbert and Luce may be deemed to beneficially own the securities owned directly or indirectly by the Special Situations Fund. Such persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Master Fund, the Special Situations Fund and Firebrand Investments, LLC, or Firebrand Investments, are members of the LLC. Scott Galloway is the managing member of Firebrand Investments. The Master Fund has sole investment control over the securities directly owned by the LLC that were contributed to the LLC by the Master Fund or purchased using capital contributions of the Master Fund to the LLC. The Special Situations Fund has sole investment control over the securities directly beneficially owned by the LLC that were contributed to the LLC by the Special Situations Fund or purchased using capital contributions of the Special Situations Fund to the LLC. Firebrand Investments has sole investment control over the securities directly owned by the LLC that were contributed to the LLC by Firebrand Investments (or certain related investors) or purchased using capital contributions of Firebrand Investments (or certain related investors) to the LLC. Under the terms of the operating agreement of the LLC, Firebrand Investments has an interest in the net profits from investments in the Issuer that are made by the Master Fund and the Special Situations Fund, including direct investments and indirect investments through the LLC. Mr. Galloway may be deemed to indirectly beneficially own securities that are beneficially owned by Firebrand Investments. Firebrand Investments and Mr. Galloway disclaim beneficial ownership of the securities beneficially owned by the LLC, the Master Fund and the Special Situations Fund, except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Master Fund is a party to three total return swap agreements with a counterparty, pursuant to which the counterparty has agreed to pay the Master Fund an amount equal to any increase, and the Master Fund has agreed to pay the counterparty an amount equal to any decrease, in the official market price of an aggregate of 229,545, 450,000 and 585,720 notional shares above or below initial reference prices of $15.3044, $15.8483 and $15.9616, respectively, at the termination of the respective swap agreement. The Master Fund is not entitled to any dividends on the notional shares or the equivalent thereof. All balances will be cash settled, and neither party will acquire any voting or similar rights, or dispositive power over the shares. The swap agreements may be terminated by the Master Fund at any time. The Special Situations Fund is a party to three total return swap agreements with a counterparty, pursuant to which the counterparty has agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund has agreed to pay the counterparty an amount equal to any decrease, in the official market price of an aggregate of 320,455, 300,000 and 390,480 notional shares above or below initial reference prices of $15.3044, $15.8483 and $15.9616, respectively, at the termination of the respective swap agreement. The Special Situations Fund is not entitled to any dividends on the notional shares or the equivalent thereof. All balances will be cash settled, and neither party will acquire any voting or similar rights, or dispositive power over the shares. The swap agreements may be terminated by the Special Situations Fund at any time. (*) The Reporting Persons and the other persons referred to the footnotes to this Statement may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934. Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This Statement shall not be deemed an admission that such Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by such Reporting Person. (**) Given that the EDGAR system limits the number of filers on an electronic submission filed under Section 16 to a maximum of ten, the shares reported herein as directly beneficially owned by Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P. and Harbinger Capital Partners NY, LLC are also being reported on a separate Form 3 as indirectly owned by Harbinger Capital Partners Offshore Manager, L.L.C., HMC Investors, L.L.C., Harbinger Capital Partners Special Situations GP, LLC, HMC-New York, Inc., Harbert Management Corporation, Philip Falcone, Raymond J. Harbert, Michael D. Luce, Firebrand Investments, LLC and Scott Galloway. Harbinger Capital Partners Master Fund I, Ltd., By: Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr., Executive Vice President 2008-02-14 Harbinger Capital Partners Special Situations Fund, L.P., By: Harbinger Capital Partners Special Situations GP, LLC, By: HMC - New York, Inc., Managing Member, By: William R. Lucas, Jr., Executive Vice President 2008-02-14 Harbinger Capital Partners, NY, LLC, By: Harbinger Capital Master Fund I, Ltd., By: Harbinger Capital Partners Offshore Manager, L.L.C., its Investment Manager, By: HMC Investors, L.L.C., its Managing Member, By: /s/ William R. Lucas, Jr., Executive VP 2008-02-14 -----END PRIVACY-ENHANCED MESSAGE-----