-----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, TDcJclLWgCrj1+xhXjdvn469n5I0IHNQJw3SUBZEKXrhmQNuKbnhZF77chSE73gf bKL9QTpzNHe0dV+ZFgUjog== 0000950142-09-000370.txt : 20090306 0000950142-09-000370.hdr.sgml : 20090306 20090306205814 ACCESSION NUMBER: 0000950142-09-000370 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090304 FILED AS OF DATE: 20090306 DATE AS OF CHANGE: 20090306 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 HOLDINGS, LLC CENTRAL INDEX KEY: 0001456927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 09664693 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE, 16 FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 521 6970 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE, 16 FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001457298 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 09664692 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 521 6970 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 3 1 form3_hhllc-nyt030409ex.xml INITIAL STATEMENT OF BENEFICIAL OWNERSHIP X0203 3 2009-03-04 0 0000071691 NEW YORK TIMES CO NYT 0001456927 HARBINGER HOLDINGS, LLC 555 MADISON AVENUE 16TH FLOOR NEW YORK NY 10022 0 0 1 1 * See Remarks 0001457298 HARBINGER CAPITAL PARTNERS LLC 555 MADISON AVENUE, 16TH FLOOR NEW YORK NY 10022 0 0 1 1 * See Remarks Common Stock 28538434 I Footnotes Equity Swap 15.3044 Class A Common Stock 229545 I Footnotes Equity Swap 15.8483 Class A Common Stock 450000 I Footnotes Equity Swap 15.9616 Class A Common Stock 585720 I Footnotes Equity Swap 13.399 Class A Common Stock 150000 I Footnotes Equity Swap 13.4397 Class A Common Stock 66000 I Footnotes Equity Swap 13.90 Class A Common Stock 99000 I Footnotes Equity Swap 13.5422 Class A Common Stock 117000 I Footnotes Equity Swap 12.755 Class A Common Stock 142200 I Footnotes Equity Swap 13.1115 Class A Common Stock 187570 I Footnotes Equity Swap 13.8514 Class A Common Stock 120000 I Footnotes Equity Swap 13.835 Class A Common Stock 99600 I Footnotes Equity Swap 13.483 Class A Common Stock 93000 I Footnotes Equity Swap 12.84 Class A Common Stock 33000 I Footnotes Equity Swap 12.9047 Class A Common Stock 42000 I Footnotes Equity Swap 12.8398 Class A Common Stock 45000 I Footnotes Equity Swap 15.2723 Class A Common Stock 192000 I Footnotes IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND/OR HARBINGER CAPITAL PARTNERS NY, LLC (COLLECTIVELY, THE "FUNDS"). ALL OTHER REPORTING PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR MORE OF THE FUNDS. Harbinger Capital Partners Master Fund I, Ltd., or the Master Fund, is the direct beneficial owner of 100 shares of Issuer's class A common stock, or the Shares, and the indirect beneficial owner of the 28,538,334 Shares directly beneficially owned by Harbinger Capital Partners NY, LLC, or the LLC (see Note 6). These securities may be deemed to be indirectly beneficially owned by the following: Harbinger Capital Partners LLC, or Harbinger LLC, the investment manager of the Master Fund, Harbinger Holdings, LLC, or Harbinger Holdings, the managing member of Harbinger LLC and Philip Falcone, the managing member of Harbinger Holdings and the portfolio manager of 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 Exchange Act of 1934, as amended, or for any other purpose. The Master Fund and Philip Falcone previously reported their beneficial ownership on a Form 3 filed on February 11, 2008 and have made required Form 4 filings since that date. Harbinger Capital Partners Special Situations Fund, L.P., or the Special Situations Fund, does not own any Shares of the Issuer directly or indirectly. Harbinger Capital Partners Special Situations GP, LLC, or HCPSS, the general partner of the Special Situations Fund, Harbinger Holdings, the managing member of HCPSS and Philip Falcone, the managing member of Harbinger Holdings and the portfolio manager of 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 Special Situations Fund and HCPSS previously reported their beneficial ownership on a Form 3 filed on February 11, 2008 and have made required Form 4 filings since that date. 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. 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. On January 17, 2008, January 28, 2008, January 29, 2008, August 5, 2008, August 8, 2008, August 11, 2008, August 12, 2008, August 13, 2008, August 14, 2008, August 15, 2008, August 18, 2008, August 19, 2008, August 20, 2008, August 20, 2008, August 27, 2008, and September 19, 2008, the Master Fund entered into an equity swap transaction with a counterparty effective on such dates under which the counterparty agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay the counterparty an amount equal to any decrease, in the official market price of 229,545, 450,000, 585,720, 150,000, 66,000, 99,000, 117,000, 142,200, 187,570, 120,000, 99,600, 93,000, 33,000, 42,000, 45,000, and 192,000 notional shares, respectively, above or below an initial reference price of US$15.3044, $15.8483, $15.9616, $13.399, $13.4397, $13.9, $13.5422, $12.755, $13.1115, $13.8514, $13.835, $13.483, $12.84, $12.9047, $12.8398 (continued on footnote 9) and $15.2723, respectively, per share upon close-out of any transaction. The equity swap transaction does not contemplate interim payments of appreciation or depreciation of the shares, and the Master Fund is not entitled to any dividends on the shares or equivalent thereof. All balances will be cash settled, and neither party shall acquire any ownership interest, voting or similar rights, or dispositive power over any share under the equity swap transaction. The equity swap transaction may be closed out by the Master 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. Harbinger Holdings, LLC(+), By: /s/ Philip Falcone 2009-03-06 Harbinger Capital Partners LLC(+), By: Harbinger Holdings, LLC, Managing Member, By: /s/ Philip Falcone 2009-03-06 -----END PRIVACY-ENHANCED MESSAGE-----