-----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, VZCr2drIyrfZtmOi7rlfL1bVlt1hcyeB2IkTkLwc2ToVB9uEThWe2ih9hbDviIan V2TWA9V4q+GdwDDDfksMcg== 0000950150-95-000769.txt : 19951222 0000950150-95-000769.hdr.sgml : 19951222 ACCESSION NUMBER: 0000950150-95-000769 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951221 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCCLATCHY NEWSPAPERS INC CENTRAL INDEX KEY: 0000822043 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 940666175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39623 FILM NUMBER: 95603529 BUSINESS ADDRESS: STREET 1: 2100 Q ST STREET 2: PO BOX 15779 CITY: SACRAMENTO STATE: CA ZIP: 95816 BUSINESS PHONE: 9163211828 MAIL ADDRESS: STREET 1: PO BOX 15779 STREET 2: 2100 Q ST CITY: SACRAMENTO STATE: CA ZIP: 95816 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIMES MIRROR CO /NEW/ CENTRAL INDEX KEY: 0000925260 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 954481525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TIMES MIRROR SQUARE STREET 2: 220 WEST FIRST STREET CITY: LOS ANGELES STATE: CA ZIP: 90053 BUSINESS PHONE: 2132373700 MAIL ADDRESS: STREET 1: TIMES MIRROR SQUARE STREET 2: 202 WEST 1ST ST CITY: LOS ANGELES STATE: CA ZIP: 90053 FORMER COMPANY: FORMER CONFORMED NAME: NEW TMC INC DATE OF NAME CHANGE: 19940613 SC 13D/A 1 SCHEDULE 13D, AMENDMENT #1, DATED 12/01/95 1 3057 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)(1) McCLATCHY NEWSPAPERS, INC. - -------------------------------------------------------------------------------- (Name of issuer) CLASS A COMMON STOCK, $.01 PAR VALUE - -------------------------------------------------------------------------------- (Title of class of securities) 579489-10-5 - -------------------------------------------------------------------------------- (CUSIP number) Ms. Kathleen G. McGuiness, Vice President and General Counsel The Times Mirror Company, Times Mirror Square, Los Angeles, CA 90053 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) December 1, 1995 - -------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) - ---------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Bulletin No. 150, 4-09-93) 2 3058 Schedule 13D - ------------------------------------------------------------------------------- CUSIP No. 579489-10-5 13D Page 2 of 6 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS THE TIMES MIRROR COMPANY - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A -- DISPOSITION OF SHARES - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NONE NUMBER OF SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER NONE OWNED BY EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER NONE PERSON WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON NONE - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! (Bulletin No. 150, 4-09-93) 3 Page 3 of 6 AMENDMENT TO SCHEDULE 13D Times Mirror hereby amends and restates the information on its paper formatted Schedule 13D filed with the Securities and Exchange Commission on July 7, 1989 (the "Statement") and hereinafter restated in its entirety in accordance with Rule 13d-2(c). Item 1. Security and Issuer This Statement relates to the shares of Class A Common Stock, $.01 par value (the "Shares"), of McClatchy Newspapers, Inc., a Delaware corporation ("McClatchy Newspapers"). The principal executive offices of McClatchy Newspapers are located at 2100 Q Street, Sacramento, California 95816. Item 2. Identity and Background This Statement is being filed by The Times Mirror Company, a Delaware corporation having its principal business and office address located at Times Mirror Square, Los Angeles, California 90053 ("Times Mirror"). Times Mirror is engaged principally in newspaper publishing, professional information and magazine publishing businesses. Times Mirror publishes the Los Angeles Times, Newsday, The Sun, The Hartford Courant, The Morning Call, The Advocate, the Greenwich Times, and several smaller newspapers. Times Mirror also publishes a variety of books, special interest and trade magazines and other media through its subsidiaries. During the last five years, Times Mirror has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Because the transaction was solely a disposition of Shares to which this Statement relates, Item 3 is not applicable. Item 4. Purpose of Transaction Times Mirror disposed of all of its Shares based upon its determination that the sale price of such Shares represented their fair value. Item 5. Interest in Securities of the Issuer The exact date on which Times Mirror ceased to be the beneficial owner of more than 5% of the class is unknown; however, according to the quarterly filings on Form 10-Q of McClatchy Newspapers, Times Mirror ceased 4 Page 4 of 6 to own more than 5% sometime after May 1, 1994 but before August 8, 1994, and most likely around May 9, 1994, the date on which McClatchy Newspapers filed and priced its secondary offering. By December 1, 1995, Times Mirror had sold all of its Shares of McClatchy Newspapers Shares. The table below sets forth all sale transactions in Shares effected by Times Mirror within the past 60 days. All such transactions were effected on the New York Stock Exchange by Goldman Sachs acting on behalf of Times Mirror.
Price per Share (net of fees Date of Transaction Number of Shares Sold and brokerage commissions) ------------------- --------------------- ---------------------------- 10/12/95 5,000 21.45 10/13/95 10,200 21.11 10/16/95 500 21.11 10/17/95 65,000 20.58 10/19/95 7,900 20.58 10/20/95 17,200 20.52 10/23/95 600 20.52 10/24/95 3,500 20.49 10/25/95 58,800 20.03 10/30/95 1,200 20.03 10/31/95 100 20.03 11/01/95 1,500 20.03 11/02/95 3,100 20.02 11/07/95 800 20.02 11/08/95 10,900 20.02 11/09/95 3,100 20.02 11/13/95 10,600 20.01 11/16/95 21,300 20.08 11/17/95 1,500 20.08 11/20/95 20,000 20.10 11/24/95 1,500 20.11 11/27/95 3,200 20.11 11/28/95 8,400 20.12 11/29/95 15,500 20.13 11/30/95 13,500 20.15 12/01/95 9,000 20.17
5 Page 5 of 6 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer There are no contracts, arrangements, understandings or relationships (legal or otherwise) between Times Mirror and any person with respect to any securities of McClatchy Newspapers, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits None. 6 Page 6 of 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 21, 1995 THE TIMES MIRROR COMPANY By KATHLEEN G. McGUINNESS ----------------------------- Kathleen G. McGuinness Vice President and General Counsel 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* McCLATCHY NEWSPAPERS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK, $.01 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 57948910 - -------------------------------------------------------------------------------- (CUSIP Number) Mr. Daniel A. Curry, Vice President and General Counsel, The Times Mirror Company, Times Mirror Square, Los Angeles, CA 90053 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 27, 1989 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement /X/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 8 SCHEDULE 13D CUSIP No. 57948910 Page 2 of 6 Pages - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE TIMES MIRROR COMPANY - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* WC - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) / / - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 293,900 SHARES -------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY NONE EACH -------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 293,900 WITH -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 293,900 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* C - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! 9 Page 3 of 6 Pages Item 1. Security and Issuer This Statement relates to the shares of Class A Common Stock, $.01 par value (the "Shares"), of McClatchy Newspapers, Inc., a Delaware corporation ("McClatchy Newspapers"). The principal executive offices of McClatchy Newspapers are located at 2100 Q Street, Sacramento, California 95816, and the principal executive officers of McClatchy Newspapers are the following:
Name Title ---- ----- James B. McClatchy Chairman of the Board Erwin Potts President and Chief Executive Officer Robert D. Byerly Vice President, Operations James P. Smith Vice President, Finance, and Treasurer
Item 2. Identity and Background This Statement is being filed by The Times Mirror Company, a Delaware corporation having its principal business and office address located at Times Mirror Square, Los Angeles, California 90053 ("Times Mirror"). Times Mirror is engaged principally in newspaper publishing, book, magazine and other publishing, broadcast television and cable television. Other operations include management training services and the management of its timberlands. Times Mirror publishes The Los Angeles Times, Newsday, New York Newsday, The Hartford Courant, The Morning Call and The Baltimore Sun newspapers and two community newspapers, The Advocate and The Greenwich Time. Other media operations include four network-affiliated television stations, cable television systems serving subscribers in 14 states and publication of several special interest consumer and other magazines. Times Mirror publishes journals and books for the legal, medical, engineering, dental and nursing professions, college business and economics textbooks and art books. Times Mirror also publishes aeronautical charts and training materials. During the last five years, Times Mirror has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities 10 Page 4 of 6 Pages subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Times Mirror purchased its Shares with its working capital and paid an aggregate of $6,526,794, including brokerage commissions, for such Shares. Item 4. Purpose of Transaction Times Mirror purchased its Shares for investment based upon its determination that the purchase price of such Shares represented their fair value. Times Mirror currently holds its Shares solely for such purpose and has no other plans or proposals. Depending upon the future business performance of McClatchy Newspapers and the future market price of the Shares, Times Mirror may in the future consider the possibility of disposing of all or a portion of its current holdings or acquiring additional Shares or other securities of McClatchy Newspapers. Item 5. Interest in Securities of the Issuer Times Mirror beneficially owns an aggregate of 293,900 Shares, representing 7.0% of the class, and has the sole power to vote or to direct the vote of, and the sole power to dispose or to direct the disposition of, such Shares. The table below sets forth all transactions in Shares effected by Times Mirror within the past 60 days. All such transactions were effected on the New York Stock Exchange by a broker acting on behalf of Times Mirror, except the June 27, 1989 purchase of 150,000 Shares, which was effected in a private sale through a broker acting on the seller's behalf.
Price per Share Date of Number of (net of brokerage Transaction Shares Purchased commissions) - ----------- ---------------- ------------ May 16, 1989 300 $19.250 May 24, 1989 15,000 23.375 May 25, 1989 3,000 23.000 May 25, 1989 2,000 22.875 May 25, 1989 102,100 22.750 June 27, 1989 150,000 22.000
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer There are no contracts, arrangements, understandings or relationships (legal or otherwise) between Times Mirror and any person with respect to any securities of McClatchy 11 Page 5 of 6 Pages Newspapers, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits None 12 Page 6 Of 6 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 6, 1989 THE TIMES MIRROR COMPANY By Daniel A. Curry ------------------------------ Daniel A. Curry Vice President -----END PRIVACY-ENHANCED MESSAGE-----