0001012870-01-502177.txt : 20011010
0001012870-01-502177.hdr.sgml : 20011010
ACCESSION NUMBER: 0001012870-01-502177
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011005
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: MCCLATCHY CO
CENTRAL INDEX KEY: 0001056087
STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711]
IRS NUMBER: 94066175
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-54233
FILM NUMBER: 1752889
BUSINESS ADDRESS:
STREET 1: C/0 MCCLATCHY NEWSPAPERS INC
STREET 2: LEGAL DEPT., 2100 Q STREET
CITY: SACRAMENTO
STATE: CA
ZIP: 95816
BUSINESS PHONE: 9163211846
MAIL ADDRESS:
STREET 1: PILLSBURY MADISON & SUTRO LLP
STREET 2: 2550 HANOVER STREET
CITY: PALO ALTO
STATE: CA
ZIP: 94304-1115
FORMER COMPANY:
FORMER CONFORMED NAME: MNI NEWCO INC
DATE OF NAME CHANGE: 19980218
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: EVANGELISTI MOLLY MALONEY
CENTRAL INDEX KEY: 0000917613
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 2100 Q STREET
CITY: SACRAMENTO
STATE: CA
ZIP: 95816
BUSINESS PHONE: 9163211828
MAIL ADDRESS:
STREET 1: MCCLATCHY NEWSPAPERS INC
STREET 2: PO BOX 15779
CITY: SACRAMENTO
STATE: CA
ZIP: 95819
SC 13D/A
1
dsc13da.txt
AMENDMENT #1 TO SCHEDULE 13D
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OMB APPROVAL
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OMB Number: 3235-0145
Expires: October 31, 2002
Estimated average burden
hours per form ....... 14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No.1)*
The McClatchy Company
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
579489 10 5
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(CUSIP Number)
Karole Morgan-Prager, Esq.
Vice President and Corporate Secretary
The McClatchy Company
2100 "Q" Street
Sacramento, CA 95816
(916)321-1846
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 14, 2001
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(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 (S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See(S)240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting 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).
SCHEDULE 13D
CUSIP NO. 579489 10 5 Pages 2 of 5 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Molly Maloney Evangelisti
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4 Not applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States
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SOLE VOTING POWER
NUMBER OF 7
SHARES 4,028,802
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SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,650,000
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EACH SOLE DISPOSITIVE POWER
REPORTING 9
4,028,802
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PERSON SHARED DISPOSITIVE POWER
WITH 10
1,650,000
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,678,802
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CHECK BOX IF THE AGGREGATE SHOWN IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions) [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
23.8
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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Molly Maloney Evangelisti hereby amends her statement on Schedule 13D,
as originally filed with the Securities and Exchange Commission (the
"Commission") on August 27, 1998 relating to her beneficial ownership of Class A
Common Stock, $0.01 par value per share ("Class A Common Stock"), of The
McClatchy Company:
Item 1. Security and Issuer
(a) Title of class of equity securities: Class A Common Stock, $0.01
par value.
(b) Name of Issuer: The McClatchy Company
(c) Address of the principal executive office of the issuer: 2100 "Q"
Street, Sacramento, CA 95816.
Item 2. Identity and Background
(a) Name: Molly Maloney Evangelisti
(b) Business Address: The McClatchy Company, 2100 "Q" Street,
Sacramento, CA 95816.
(c) Present principal occupation and the name, principal business and
address of any corporation or organization in which such
employment is conducted: Molly Maloney Evangelisti is a Director
of The McClatchy Company, 2100 "Q" Street, Sacramento, CA 95816,
the principal business of which is newspaper publishing.
(d) During the last five years, Molly Maloney Evangelisti has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Molly Maloney Evangelisti 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.
(f) Citizenship: United States.
Item 3. Source and Amount of Funds or Other Consideration
See Item 4.
Item 4. Purpose of Transaction
As reported in the initial statement on Schedule 13D, on June 18,
1998, Molly Maloney Evangelisti became one of two co-trustees of the Betty Lou
Maloney Trust dated September 7, 1993 (the "Trust") established for the benefit
of Brown McClatchy Maloney and Molly Maloney Evangelisti. Brown McClatchy
Maloney and Molly Maloney Evangelisti became co-trustees by reason of the death
of Betty Lou Maloney on June 18, 1998.
On September 14, 2001, the Trust instructed Mellon Shareholder
Services to issue 200,000 shares of Class B common stock of The McClatchy
Company, each share of which is convertible into one share of Class A Common
Stock of The McClatchy Company, to Molly Maloney Evangelisti, one of the
beneficiaries
(3 of 5)
and a co-trustee of the Trust. As a result, the aggregate number of shares of
Class A Common Stock of The McClatchy Company as to which Molly Maloney
Evangelisti has sole power to vote or direct the vote increased by 200,000
shares and the number of shares of Class A Common Stock as to which Ms.
Evangelisti has shared power to vote or direct the vote decreased by 200,000
shares.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of shares of Class A Common Stock of The
McClatchy Company beneficially owned by Molly Maloney Evangelisti
is 5,678,802 and the percentage of the Class A Common Stock
beneficially owned is approximately 23.8, based on the most
recently available filing with the Securities and Exchange
Commission by The McClatchy Company. With respect to any of the
foregoing shares held in a trust, Ms. Evangelisti disclaims
beneficial ownership of such shares except to the extent of her
pecuniary interest.
(b) The number of shares of Class A Common Stock as to which Molly
Maloney Evangelisti has:
(i) Sole power to vote or direct the vote: 4,028,802;
(ii) Shared power to vote or direct the vote: 1,650,000;
(iii) Sole power to dispose or direct the disposition of:
4,028,802;
(iv) Shared power to dispose or direct the disposition of:
1,650,000.
(c) None.
(d) None.
(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
which will terminate September 17, 2047 (unless terminated earlier in accordance
with its terms), which is described in the 2001 proxy statement of The McClatchy
Company 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, Molly Maloney Evangelisti 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,
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.
(4 of 5)
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: October 3, 2001 /s/ Molly Maloney Evangelisti
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Signature
Molly Maloney Evangelisti
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Name/Title
(5 of 5)