-----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, MBeb/r/d+iMsqn5Q5DNbaWPv4rwZ3rl7+V6Jr30IcXBazxeNiI9RWK1gElkxe/zJ r0L5izV18C83BElkh1zusg== 0000950008-96-000024.txt : 19960830 0000950008-96-000024.hdr.sgml : 19960830 ACCESSION NUMBER: 0000950008-96-000024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960201 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCCLATCHY NEWSPAPERS INC CENTRAL INDEX KEY: 0000822043 STANDARD INDUSTRIAL CLASSIFICATION: 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: 96509963 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: COBLENTZ WILLIAM K CENTRAL INDEX KEY: 0000916559 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 222 KEARNY STREET STREET 2: 7TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: 4153914800 MAIL ADDRESS: STREET 1: COBLENTZ CAHEN MCCABE & BREYER STREET 2: 222 KEARNY ST 7TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94108 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) McCLATCHY NEWSPAPERS, INC. - - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock - - -------------------------------------------------------------------------------- (Title of Class of Securities) 579489-10-5 - - -------------------------------------------------------------------------------- (CUSIP Number) Karole Morgan-Prager, Esq. General Counsel and Corporate Secretary McClatchy Newspapers, Inc. 2100 Q Street P.O. Box 15779 Sacramento, CA 95852 Telephone: (916) 321-1828 - - --------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 30, 1996 - - -------------------------------------------------------------------------------- (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 this statement / /. 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 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). (Continued on following pages) CUSIP No. 579489-10-5 13D Page 2 of 11 Pages - - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON William K. Coblentz S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### - - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - - -------------------------------------------------------------------------------- 3. SEC USE ONLY - - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS Not Applicable - - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER 9,750 SHARES ----------------------------------------------------------- BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 11,015,240 EACH ----------------------------------------------------------- REPORTING PERSON 9. SOLE DISPOSITIVE POWER 9,750 WITH ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 11,015,240 - - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,024,990 - - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.8% - - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - - -------------------------------------------------------------------------------- CUSIP No. 579489-10-5 13D Page 3 of 11 Pages William K. Coblentz hereby amends his statement on Schedule 13D filed with the Securities and Exchange Commission on February 1, 1990 (the "Initial Statement") with respect to the Class A common stock, par value $.01 per share (the "Class A Common Stock"), of McClatchy Newspapers, Inc.: Item 4. Purpose of the Transaction. - - ------ -------------------------- William K. Coblentz became one of five co-trustees of five separate trusts established for the benefit of McClatchy family members. Sole voting and dispositive power of the five trusts, each containing 2,000,000 shares of Class B Common Stock of McClatchy Newspapers, Inc., was held by Charles K. McClatchy until his death on April 16, 1989. By written appointment of successor trustees dated July 19, 1982, Charles K. McClatchy appointed William K. Coblentz, James B. McClatchy, William Ellery McClatchy, William M. Roth and Erwin Potts to succeed him as co-trustees. Said persons became co-trustees of each of said trusts by reason of the death of Charles K. McClatchy on April 16, 1989, and as a result share voting and dispositive power over the shares in said trusts. Mr. Coblentz is one of two co-executors under the will of Charles K. McClatchy, deceased. Mr. Coblentz as co-executor has joint voting and dispositive power over the 1,078,865 shares held by the estate. On January 30, 1996, the estate distributed 600,000 shares, 200,000 each to one of three trusts for the benefit of McClatchy family members. Mr. Coblentz and Messrs. William Ellery McClatchy and James B. McClatchy are trustees of CUSIP No. 579489-10-5 13D Page 4 of 11 Pages the three trusts and share voting and dispositive power over the shares held by the trusts. One of the three trusts simultaneously distributed 200,000 shares to the beneficiary of the trust. Mr. Coblentz is one of three co-trustees of a trust, over which Mr. Coblentz shares voting and dispositive power over the 136,375 shares. Item 5. Interest in Securities of the Issuer. - - ------ ------------------------------------ According to the most recently available quarterly report on Form 10-Q of McClatchy Newspapers, Inc., there are 6,829,765 shares of Class A Common Stock issued and outstanding. (a) Amount beneficially owned: 11,024,990 Percent of Class: 61.8% 11,015,240 of the shares which are the subject of this Schedule 13D are beneficially owned pursuant to the provisions of (i) five trusts over which William K. Coblentz, James B. McClatchy, William Ellery McClatchy, William M. Roth and Erwin Potts share joint voting and dispositive power; (ii) one trust over which William K. Coblentz, Malcolm Weintraub and R. Burnett Miller share joint voting and dispositive power; (iii) the Will of Charles K. McClatchy, deceased, and Letters Testamentary issued pursuant thereto, by which William K. Coblentz and James B. McClatchy share joint voting and dispositive power; and (iv) two trusts over which William K. Coblentz, James B. CUSIP No. 579489-10-5 13D Page 5 of 11 Pages McClatchy and William Ellery McClatchy share joint voting and dispositive power. The filing of this Amendment No. 2 shall not be construed as an admission that William K. Coblentz is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of such 11,015,240 shares. (b) The number of shares as to which William K. Coblentz has: (i) Sole power to vote or direct the vote: 9,750 shares. (ii) Shared power to vote or direct the vote: 11,015,240. (iii) Sole power to dispose or direct the disposition of: 9,750 shares. (iv) Shared power to dispose or direct the disposition of: 11,015,240. The following information applies to those persons with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared: (1) - Name: JAMES B. McCLATCHY - Residence or business address: McClatchy Newspapers, Inc. 2100 Q Street P. 0. Box 15779 Sacramento, CA 95852 - Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such CUSIP No. 579489-10-5 13D Page 6 of 11 Pages employment is conducted: Publisher, McClatchy Newspapers, Inc., a Delaware corporation, with a principal business address of 2100 Q Street, Sacramento, CA 95816, the primary business of which is newspaper publishing. - James B. McClatchy during the last five years has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). - James B. McClatchy during the last five years 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. - Citizenship of James B. McClatchy: United States. (2) - Name: WILLIAM ELLERY McCLATCHY - Residence or business address: c/o McClatchy Newspapers, Inc. 2100 Q Street P. 0. Box 15779 Sacramento, CA 95852 - Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such CUSIP No. 579489-10-5 13D Page 7 of 11 Pages employment is conducted: Self-employed as a design architect with business address of 246 Sea Spray, Palm Beach, FL 33480. - William Ellery McClatchy during the last five years has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). - William Ellery McClatchy during the last five years 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. - Citizenship of William Ellery McClatchy: United States. (3) - Name: WILLIAM M. ROTH - Residence or business address: 57 Post Street, Suite 812 San Francisco, CA 94104-5027 - 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. - William M. Roth during the last five years has not been convicted in a criminal proceeding CUSIP No. 579489-10-5 13D Page 8 of 11 Pages (excluding traffic violations or similar misdemeanors). - William M. Roth during the last five years 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. - Citizenship of William M. Roth: United States. (4) - Name: ERWIN POTTS - Residence or business address: McClatchy Newspapers, Inc. 2100 Q Street P. 0. Box 15779 Sacramento, CA 95852 - Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Chairman of the Board, McClatchy Newspapers, Inc., a Delaware corporation, with principal offices at 2100 Q Street, Sacramento, CA 95816, the primary business of which is newspaper publishing. - Erwin Potts during the last five years has not been convicted in a criminal proceeding CUSIP No. 579489-10-5 13D Page 9 of 11 Pages (excluding traffic violations or similar misdemeanors). - Erwin Potts during the last five years 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. - Citizenship of Erwin Potts: 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. --------------------------- Except as may be contemplated by that certain Stockholders' Agreement dated as of September 17, 1987, which was described in the 1992 proxy statement of McClatchy Newspapers, Inc. and 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. 33-17270), and except for the contracts, arrangements, understandings and relationships described elsewhere in this Statement, as amended, William K. Coblentz is not a party to any contracts, arrangements, understandings or relationships CUSIP No. 579489-10-5 13D Page 10 of 11 Pages with respect to any securities of McClatchy Newspapers, Inc., including but not limited to the transfer or voting of any of the securities of McClatchy Newspapers, Inc., 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. CUSIP No. 579489-10-5 13D Page 11 of 11 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 as of January 31, 1996. By /s/ William K. Coblentz ---------------------------------------------- William K. Coblentz -----END PRIVACY-ENHANCED MESSAGE-----