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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Karole Morgan-Prager, Esq.
Vice President and Corporate Secretary
The McClatchy Company
2100 Q Street
Sacramento, CA 95816
(916) 321-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
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1 |
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NAMES OF REPORTING PERSONS
Kevin Sorensen McClatchy |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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Not applicable |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,400,222 |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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12,500,00 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,400,222 |
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WITH |
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SHARED DISPOSITIVE POWER |
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12,500,00 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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13,900,222 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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18.7% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
Page 2 of 8
Schedule 13D/A
Kevin Sorensen McClatchy hereby amends his statement on Schedule 13D, as originally filed with the
Securities and Exchange Commission (the Commission) on May 26, 1992 and as amended (the Schedule
13D), relating to his beneficial ownership of the Class A Common Stock, $0.01 par value per share
(the Class A Common Stock), of The McClatchy Company (the Company):
Item 1. Security and Issuer
No amendment
Item 2. Identity and Background
Section 2 of the Schedule 13D is amended and restated in its entirety as follows:
This statement is filed on behalf of Kevin Sorensen McClatchy, a United States citizen, whose
business address is 2100 Q Street, Sacramento, California 95816. From 1996 to 2007, he was the
managing general partner and chief executive officer of the Pittsburgh Pirates Major League
Baseball team. He currently serves as a director of the Company. During the last five years,
Kevin McClatchy has not been (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) 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 shares to which this Amendment 4 (this Amendment) to the Schedule 13D relates were
not acquired by purchase, Item 3 is not amended. See Items 4 and 5(a) below.
Item 4. Purpose of Transaction
Section 4 of the Schedule 13D is amended to add the following:
Effective June 23, 2009, Kevin Sorensen McClatchy was named as co-trustee for a trust
established under the will of Charles K. McClatchy, deceased (the CK McClatchy Trust), the
beneficiary of which is Charles McClatchy, Kevin McClatchys brother. Kevin McClatchy succeeded
James B. McClatchy, who died in 2006, as co-trustee of the CK McClatchy Trust; William K. Coblentz
and William Ellery McClatchy served as the other co-trustees. Following the death of Mr. Coblentz
in 2010, Kevin McClatchy and William Ellery McClatchy remained as co-trustees of the CK McClatchy
Trust. Following the death of William Ellery McClatchy on September 20, 2011, Kevin McClatchy
became the sole trustee of the CK McClatchy Trust and, therefore, has sole voting and dispositive
power over the 449,527 shares of Class B Common Stock, $0.01 par value per share (the Class B
Common Stock) held by the CK McClatchy Trust. Subject to the terms of the Stockholders Agreement
dated as of September 17, 1987 (the Stockholders Agreement), described in Item 6 below, each
holder of Class B Common Stock has the right to convert Class B Common Stock into Class A Common
Stock on a one-for-one basis For purposes of this Schedule 13D, Common Stock refers to the Class
A Common Stock and the Class B Common Stock.
On September 20, 2011, following the death of William Ellery McClatchy, Kevin McClatchy was
named one of four co-trustees of three separate trusts established for the benefit of McClatchy
family members (the Family Trusts), including a trust for the benefit of Kevin McClatchy and his
two siblings. Prior to William Ellery McClatchys death, there were four separate Family Trusts,
each holding 3,125,000 shares of Class B Common Stock. Upon William Ellery McClatchys death, the
Family Trust for the benefit of William Ellery McClatchy terminated and 3,125,000 shares of Class B
Common Stock held by such Family Trust were distributed approximately equally among the three
remaining Family Trusts.
Page 3 of 8
Schedule 13D/A
By written appointment of successor trustees dated July 19, 1982, Charles K. McClatchy
appointed William Ellery McClatchy, James B. McClatchy, William K. Coblentz, William M. Roth and
Erwin Potts to succeed him as co-trustees of the Family Trusts. Said persons became co-trustees of
each of the Family Trusts by reason of the death of Charles K. McClatchy on April 16, 1989.
Effective May 17, 2000, William M. Roth resigned as a co-trustee and did not name a successor,
which resulted in a decrease in the number of co-trustees from five to four. Effective as of May
14, 2003, by written appointment of successor trustees, Erwin Potts appointed Gary Pruitt to
succeed him as a co-trustee. Effective as of September 3, 2008, Gary Pruitt voluntarily resigned as
a co-trustee of each of the Family Trusts and named Leroy Barnes, Jr. as his successor. Effective
as of May 20, 2009, William K. Coblentz retired from the Board of Directors of the Company and, in
connection with his retirement, Mr. Coblentz resigned as a co-trustee of each of the Family Trusts
and Theodore R. Mitchell was named as his successor. On September 20, 2011, William Ellery
McClatchy passed away and Kevin McClatchy was named as his successor. As a result Kevin
McClatchy, William B. McClatchy, Leroy Barnes, Jr. and Theodore R. Mitchell currently serve as
co-trustees of the Family Trusts and share voting and dispositive power over the shares in the
Family Trusts.
Kevin McClatchy, the CK McClatchy Trust or the Family Trusts, or any of them may, from time to
time, increase, reduce or dispose of their respective investments in the Company, depending on
general economic conditions, economic conditions in the markets in which the Company operates, the
market price of the Class A Common Stock, the availability of funds, borrowing costs, other
opportunities available to Mr. McClatchy (and/or the CK McClatchy Trust and/or the Family Trusts),
and other considerations.
Except as set forth in this Schedule 13D, Kevin McClatchy did not become a trustee of the CK
McClatchy Trust or a co-trustee of the Family Trusts, and does not currently intend to exercise his
duties as trustee or co-trustee, as applicable, for, the purpose of implementing any plans or
proposals which relate to, or would result in, any of the actions specified in clauses (b) through
(j) of Item 4 of Schedule 13D.
Kevin McClatchy is currently a director of The McClatchy Company, having served in this
capacity since 1998. In this role, Mr. McClatchy is actively involved in managing the business and
affairs of The McClatchy Company and may suggest or, from time to time, approve or authorize, plans
or proposals which relate to, or would result in, one or more of the actions specified in clauses
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Section 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a) The aggregate number of shares of Class A Common Stock of The McClatchy Company
beneficially owned by Kevin Sorensen McClatchy is 13,900,222 which includes (i) 43,200 shares of
Class A Common Stock (including 17,000 stock options that are currently exercisable or exercisable
within 60 days), (ii) 907,495 shares of Class B Common Stock directly beneficially owned by Kevin
McClatchy, (iii) 449,527 shares of Class B Common Stock indirectly beneficially owned by Kevin
McClatchy by virtue of his position as sole trustee of the CK McClatchy Trust, and (iv) 12,500,000
shares of Class B Common Stock indirectly beneficially owned by Mr. McClatchy by virtue of his
position as co-trustee of the Family Trusts. The percentage of Class A Common Stock beneficially
owned by Kevin McClatchy is approximately 18.7%, based on a total of 60,402,712 shares of Class A
Common Stock issued and outstanding as of July 29, 2011, as contained in the most recently
available filing with the Securities and Exchange Commission by The McClatchy Company.
Page 4 of 8
Schedule 13D/A
(b) The number of shares of Common Stock as to which Kevin Sorensen McClatchy has:
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Sole power to vote or direct the vote: 1,400,222 shares of
Common Stock (43,200 shares of Class A Common Stock (including 17,000 stock
options that are currently exercisable or exercisable within 60 days),
907,495 shares of Class B Common Stock over which
Kevin McClatchy has direct beneficial ownership and 449,527 shares of Class B
Common Stock over which Kevin McClatchy has indirect beneficial ownership); |
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(ii) |
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Shared power to vote or direct the vote: 12,500,000 shares
of Class B Common Stock; |
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(iii) |
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Sole power to dispose or direct the disposition of:
1,400,222 shares of Common Stock (43,200 shares of Class A Common Stock
(including 17,000 stock options that are currently exercisable or exercisable
within 60 days), 907,495 shares of Class B Common Stock over which Kevin
McClatchy has direct beneficial ownership and 449,527 shares of Class B
Common Stock over which Kevin McClatchy has indirect beneficial ownership); |
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(iv) |
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Shared power to dispose or direct the disposition of:
12,500,000 shares of Class B Common Stock. |
Of the 13,900,222 shares noted above: (i) 17,000 shares of Class A Common Stock are subject to
stock options which are currently exercisable or exercisable within 60 days, (ii) 26,200 shares of
Class A Common Stock and 907,495 shares of Class B Common Stock are beneficially owned by Kevin
McClatchy directly, (iii) 449,527 shares of Class B Common Stock are held under the CK McClatchy
Trust, of which Mr. McClatchy is the sole trustee and Charles McClatchy, Mr. McClatchys brother,
is the income beneficiary and (iv) 12,500,000 shares of Class B Common Stock are held under three
separate Family Trusts, each holding approximately equal numbers of shares and with different
income beneficiaries. Kevin McClatchy and his two siblings are the beneficiaries of one of the
Family Trusts. Leroy Barnes, Jr., William B. McClatchy, Kevin McClatchy and Theodore R. Mitchell
share joint voting and investment control with respect to the Family Trusts. The filing of this
Schedule 13D shall not be construed as an admission that Kevin McClatchy is, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of these
shares, except for the shares he holds directly and to the extent of his pecuniary interest in the
Family Trusts.
The following information applies to those persons with whom the power to vote, direct the
vote, dispose of or direct the disposition of is shared:
A. Name: Leroy Barnes, Jr.
B. Residence or business address: The McClatchy Company, 2100 Q Street, Sacramento, California
95816.
C. Present principal occupation or employment and the name, principal business and address of
any corporation or other organization in which such employment is conducted: Retired
D. During the last five years, Leroy Barnes, Jr. has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
E. During the last five years, Leroy Barnes, Jr. has not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction resulting in 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.
F. Citizenship: United States.
A. Name: Theodore R. Mitchell
B. Residence or business address: The McClatchy Company, 2100 Q Street, Sacramento, California
95816.
Page 5 of 8
Schedule 13D/A
C. Present principal occupation or employment and the name, principal business and address of
any corporation or other organization in which such employment is conducted: Dr. Mitchell currently
serves as president and chief executive officer of NewSchools Venture Fund, a national funder of
education innovations, with offices located at 49 Stevenson, Suite 575, San Francisco, California
94105. He also currently serves as president of the California State Board of Education.
D. During the last five years, Theodore R. Mitchell has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
E. During the last five years, Theodore R. Mitchell has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction resulting in 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.
F. Citizenship: United States.
A. Name: William B. McClatchy
B. Residence or business address: The McClatchy Company, 2100 Q Street, Sacramento, California
95816.
C. Present principal occupation or employment and the name, principal business and address of
any corporation or other organization in which such employment is conducted: Editor of Index
Investings ETFzone.com, principal business address at 2090 Centro East, Tiburon, California 94920.
D. During the last five years, William B. McClatchy has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
E. During the last five years, William B. McClatchy has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction resulting in 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.
F. Citizenship: United States.
(c) None.
(d) Only those persons identified in Item 5(b) above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Section 6 of the Schedule 13D is amended to add the following:
The holders of shares of Class B Common Stock are parties to the Stockholders Agreement, the
intent of which is to preserve control of the Company by the McClatchy family. Under the terms of
the Stockholders Agreement, the Class B shareholders have agreed to restrict the transfer of any
shares of Class B Common Stock to one or more Permitted Transferees, subject to certain
exceptions. A Permitted Transferee is any current holder of shares of Class B Common Stock; any
lineal descendant of Charles K. McClatchy; or a trust for the exclusive benefit of, or in which all
of the remainder beneficial interests are owned by, one or more of lineal descendants of Charles K.
McClatchy. Subject to the terms of the agreement, each holder of shares of Class B Common Stock has
the right to convert Class B Common Stock into Class A Common Stock on a one-for-one basis.
Page 6 of 8
Schedule 13D/A
In the event that a Class B shareholder attempts to transfer any shares of Class B Common Stock in
violation of the Stockholders Agreement, or upon the happening of certain other events enumerated
in the Stockholders Agreement as Option Events, each of the remaining Class B shareholders has
an option to purchase a percentage of the total number of shares of Class B Common Stock proposed
to be transferred equal to such remaining Class B shareholders ownership percentage of the total
number of outstanding shares of Class B Common Stock. If all the shares proposed to be transferred
are not purchased by the remaining Class B shareholders, the Company has the option of purchasing
the remaining shares. In general, any shares not purchased under this procedure will be converted
into shares of Class A Common Stock and then transferred freely (unless, following conversion, the
outstanding shares of Class B Common Stock would constitute less than 25% of the total number of
all outstanding shares of Common Stock). The Stockholders Agreement can be terminated by the vote
of the holders of 80% of the outstanding shares of Class B Common Stock who are subject to the
agreement. The Stockholders Agreement will terminate on September 17, 2047, unless terminated
earlier in accordance with its terms.
In accordance with The McClatchy Companys Amended and Restated Certificate of Incorporation,
Class A shareholders have the right, voting as a separate class, to elect that number of directors
constituting 25% (or the nearest larger whole number) of the total number of members of the board
of directors and to remove any director elected by the Class A shareholders. On all matters other
than the election and removal of directors, each share of Class A Common Stock entitles the holder
to one-tenth (1/10) of a vote. Class B shareholders have the right, voting as a separate class, to
elect that number of directors not elected by the Class A shareholders and to remove any director
elected by the Class B shareholders. On all matters other than the election and removal of
directors, each share of Class B Common Stock entitles the holder to one vote.
Except as may be contemplated by the Stockholders Agreement dated as of September 17, 1987,
described above, a copy of which has been made publicly available as Exhibit 10.12 to Amendment No.
1 to the Registration Statement on Form S-1 filed by McClatchy Newspapers, Inc. on January 26, 1988
(Registration No. 3-17270), and except for the contracts, arrangements, understandings and
relationships described elsewhere in this Statement, Kevin Sorensen McClatchy is not a party to any
contracts, arrangements, understandings or relationships with respect to any securities of The
McClatchy Company, including, but not limited to, the transfer or voting of any of the securities
of The McClatchy Company, finders 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
Item 7 of the Schedule 13D is amended to add the following:
The Stockholders Agreement dated as of September 17, 1987, which was filed as Exhibit 10.12
to Amendment No. 1 to the Registration Statement on Form S-1 filed by McClatchy Newspapers, Inc. on
January 26, 1988 (Registration No. 3-17270), is incorporated herein by reference.
Page 7 of 8
Schedule 13D/A
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.
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Date: October 11, 2011 |
/s/ Kevin Sorensen McClatchy
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Kevin Sorensen McClatchy |
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Page 8 of 8