-----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, Fw+bxDQ6vKhd7ioFzvuRrBiiWye8pZqznyThQjPHAQfEbSn6IyLIgiE+K6rKs9Q1 DwEvGceguvt3qpOyFV3m1A== 0000950142-08-001847.txt : 20081118 0000950142-08-001847.hdr.sgml : 20081118 20081118193433 ACCESSION NUMBER: 0000950142-08-001847 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081114 FILED AS OF DATE: 20081118 DATE AS OF CHANGE: 20081118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FALCONE PHILIP CENTRAL INDEX KEY: 0001233569 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 081199480 BUSINESS ADDRESS: BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: 555 MADISON AVE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBERT RAYMOND J CENTRAL INDEX KEY: 0001233571 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 081199479 BUSINESS ADDRESS: BUSINESS PHONE: 205-987-5500 MAIL ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LUCE MICHAEL D CENTRAL INDEX KEY: 0001233573 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 081199478 BUSINESS ADDRESS: BUSINESS PHONE: 205-987-5500 MAIL ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 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: HMC - NEW YORK, INC. CENTRAL INDEX KEY: 0001371519 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 081199481 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBERT MANAGEMENT CORP CENTRAL INDEX KEY: 0001259933 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 081199483 BUSINESS ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 205-987-5500 MAIL ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. CENTRAL INDEX KEY: 0001371517 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 081199484 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC CENTRAL INDEX KEY: 0001371518 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 081199482 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 4 1 form4ssf_nyt111408ex.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP X0303 4 2008-11-14 0 0000071691 NEW YORK TIMES CO NYT 0001371517 HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. 555 MADISON AVENUE 16TH FLOOR NEW YORK NY 10022 0 0 1 1 See Remarks 0001259933 HARBERT MANAGEMENT CORP 2100 THIRD AVENUE NORTH SUITE 600 BIRMINGHAM AL 35203 0 0 1 1 See Remarks 0001371518 HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC 555 MADISON AVENUE 16TH FLOOR NEW YORK NY 10022 0 0 1 1 See Remarks 0001371519 HMC - NEW YORK, INC. 555 MADISON AVENUE 16TH FLOOR NEW YORK NY 10022 0 0 1 1 See Remarks 0001233569 FALCONE PHILIP 555 MADISON AVE 16TH FLOOR NEW YORK NY 10022 0 0 1 1 See Remarks 0001233571 HARBERT RAYMOND J 2100 THIRD AVENUE NORTH SUITE 600 BIRMINGHAM AL 35203 0 0 1 1 See Remarks 0001233573 LUCE MICHAEL D 2100 THIRD AVENUE NORTH SUITE 600 BIRMINGHAM AL 35203 0 0 1 1 See Remarks Equity Swap 2008-11-14 4 J 0 1 7.4719 D Class A Common Stock 435000 1 D Equity Swap 2008-11-17 4 J 0 1 7.1900 D Class A Common Stock 210000 1 D IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (THE "SPECIAL SITUATIONS FUND"). ALL OTHER REPORTING PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH THE SPECIAL SITUATIONS FUND. 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. Harbert Management Corporation, or HMC, is the parent of HMCNY. Philip Falcone is a shareholder of HMC and the portfolio manager of the Special Situations Fund. 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. Each Reporting Person listed in Footnotes 1 and 2 disclaims 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. On Nov. 14, 2008, the Special Situations Fund closed out a certain equity swap transaction with the counterparty thereto in the amount of 435,000 notional Shares at a price of $7.4719. The terms of the equity swap transaction did not contemplate interim payments of appreciation or depreciation of the Shares, the Special Situations Fund was not entitled to any dividends on the Shares or equivalent thereof, and neither party acquired any ownership interest, voting or similar rights, or dispositive power over any Share under the equity swap transaction. On Nov. 17, 2008, the Special Situations Fund closed out a certain equity swap transaction with the counterparty thereto in the amount of 210,000 notional Shares at a price of $7.1900. The terms of the equity swap transaction did not contemplate interim payments of appreciation or depreciation of the Shares, the Special Situations Fund was not entitled to any dividends on the Shares or equivalent thereof, and neither party acquired any ownership interest, voting or similar rights, or dispositive power over any Share under the equity swap transaction. (+) 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. Harbinger Capital Partners Special Situations Fund, L.P. (+), By: Harbinger Capital Partners Special Situations GP, LLC, By: HMC - New York, Inc., Managing Member, By: /s/ Joel B. Piassick, Executive VP 2008-11-18 Harbert Management Corporation (+), By: /s/ Joel B. Piassick, Executive Vice President 2008-11-18 Harbinger Capital Partners Special Situations GP, LLC (+), By: HMC-New York, Inc., Managing member, By: /s/ Joel B. Piassick, Executive Vice President 2008-11-18 HMC-New York, Inc. (+), By: /s/ Joel B. Piassick, Executive Vice President 2008-11-18 /s/ Philip Falcone (+) 2008-11-18 /s/ Raymond J. Harbert (+) 2008-11-18 /s/ Michael D. Luce (+) 2008-11-18 -----END PRIVACY-ENHANCED MESSAGE-----