-----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, O1Mv5pgc/sTDUiVCZeQTLngj+eX+ojV0/mZlLV/FdGCi1iSFSCgESRXffe5C7rrN fZjQkIPyGhsm2v1BsocG4Q== 0001104659-06-061002.txt : 20060914 0001104659-06-061002.hdr.sgml : 20060914 20060914092202 ACCESSION NUMBER: 0001104659-06-061002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060914 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060914 DATE AS OF CHANGE: 20060914 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 061089691 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-K 1 a06-19671_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 14, 2006

The New York Times Company

(Exact name of Registrant as Specified in Its Charter)

New York

1-5837

13-1102020

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

 

229 West 43rd Street, New York, New York

10036

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (212) 556-1234

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 




 

ITEM 8.01.  Other Events.

Arthur Sulzberger, Jr., the Chairman of The New York Times Company (the “Company”) and the publisher of The New York Times, and Michael Golden, the Company’s Vice Chairman and the publisher of the International Herald Tribune, have requested that the Board of Directors significantly reduce their compensation for 2006 and 2007 by not granting them stock-based compensation.  Management will use the savings to create a bonus pool to reward exceptional performance by employees who do not participate in the Company’s annual bonus plan.  The compensation of Messrs. Sulzberger, Jr. and Golden is set by the independent members of the Board of Directors, after consultation with all non-management members of the Board and consideration of the recommendation of the Compensation Committee of the Board, which is comprised of independent directors.  A copy of a letter provided by Messrs. Sulzberger, Jr. and Golden to employees of the Company describing this matter is attached as an exhibit to this report and incorporated herein by reference.

ITEM 9.01.  Financial Statements and Exhibits

(d)  Exhibits

Exhibit 99.1

Letter dated September 14, 2006 from Arthur Sulzberger, Jr. and Michael Golden to employees of The New York Times Company.

 

 




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

THE NEW YORK TIMES COMPANY

 

 

 

 

 

 

 

 

 

 

Date:  September 14, 2006

 

By:

 

/s/ Rhonda L. Brauer

 

 

 

 

Rhonda L. Brauer

 

 

 

 

Secretary and

 

 

 

 

Corporate Governance Officer

 




Exhibit List

Exhibit 99.1

 

Letter dated September 14, 2006 from Arthur Sulzberger, Jr. and Michael Golden to employees of The New York Times Company.

 



EX-99.1 2 a06-19671_1ex99d1.htm EX-99

Exhibit 99.1

September 14, 2006

Dear Colleagues:

As we make our way through the challenging period of transition that we and our industry are in, there are a few things of which we at The New York Times Company can be sure.  One is that we’re in this together.

The members of the Ochs/Sulzberger family, who for over a century have helped shepherd our institution, are resolutely committed to our mission and to the men and women who put forth such tremendous dedication to this extraordinary enterprise and who have made it the great media company it is.

As the two members of the family in senior management, we have decided to forgo any stock compensation that we would be awarded for 2006 and 2007.  Management will use the savings to create a bonus pool to reward exceptional performance by employees who don’t participate in the Company’s annual bonus plan.  We expect that, between us and including both restricted stock units and options, roughly $2 million would be available in the 2006 pool, which would be distributed next February.  We expect that a similar amount would be distributed in February 2008.

The money will be distributed across all our media groups, as well as corporate, in accordance with their size.  The specific grants will be left to the discretion of the senior management of those units.

Our decision as family members is a purely personal one.  Our great-grandfather purchased The Times in 1896 because he recognized its potential for greatness.  Since then we’ve been through many trying times.  Previous generations have demonstrated that they had the courage, the drive and the intellectual wherewithal to rise to the challenges they faced.  Now it is our turn and we are fully confident that all of us who work for this Company today are more than up to the task ahead.

Every member of senior management is thankful for your countless contributions, your exceptional dedication, and your heartfelt devotion to our mission of providing quality news and information to audiences in this country and around the world.  We’re proud to be your colleagues.

Sincerely,

Arthur & Michael

 



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