-----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, HP0lHQucUG8hTeEL56xG3DYUkY/ckPlhxAhIH0zLWN+UpzsiCHo4o9ac4OUhMMf+ 7iaYzOE11YriVIdhDrcdvg== 0001012870-00-002278.txt : 20000425 0001012870-00-002278.hdr.sgml : 20000425 ACCESSION NUMBER: 0001012870-00-002278 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000424 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: SEC FILE NUMBER: 005-54233 FILM NUMBER: 607162 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: MCCLATCHY JAMES BRIGGS CENTRAL INDEX KEY: 0000916903 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1885 MOUNTAIN VIEW DRIVE CITY: TIBURON STATE: CA ZIP: 94920 BUSINESS PHONE: 4154355762 MAIL ADDRESS: STREET 1: MCCLATCHY NEWSPAPERS INC STREET 2: PO BOX 15779 CITY: SACRAMENTO STATE: CA ZIP: 95852 SC 13D/A 1 SCHEDULE 13D/A
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0145 SCHEDULE 13D/A Expires: August 31, 1999 Under the Securities Exchange Act of 1934 Estimated average burden (Amendment No. 8)* hours per form 14.90
The McClatchy Company - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 579489 10 5 - -------------------------------------------------------------------------------- (CUSIP Number) Karole Morgan-Prager, Esq. Vice President and Corporate Secretary The McClatchy Company 2100 Q Street, P.O. Box 15779 Sacramento, CA 95952 (916) 321-1828 - -------------------------------------------------------------------------------- (Name, address and Telephone Number of Person Authorized to Receive Notices and Communications) February 14, 2000 - -------------------------------------------------------------------------------- (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 (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(b) 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 Page 2 of 7 Pages - ------------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James B. McClatchy - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) Not applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,317,972 ------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 12,949,527 OWNED BY ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 2,317,972 WITH ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 12,949,527 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,267,499 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE SHOWN IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.0 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- (2 of 7) James B. McClatchy hereby amends his statement on Schedule 13D, as originally filed with the Securities and Exchange Commission (the "Commission") on February 1, 1990 and as amended, 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: Item 1. Security and Issuer No amendment. Item 2. Identity and Background No amendment. Item 3. Source and Amount of Funds or Other Consideration No amendment. Item 4. Purpose of Transaction No amendment. 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 James B. McClatchy is 15,267,999 and the percentage of the Class A Common Stock beneficially owned is approximately 48.0, based on the most recently available filing with the Securities and Exchange Commission by The McClatchy Company. (b) The number of shares of Class A Common Stock as to which James B. McClatchy has: (i) Sole power to vote or direct the vote: 2,317,972; (ii) Shared power to vote or direct the vote: 12,949,527; (iii) Sole power to dispose or direct the disposition of: 2,317,972; (iv) Shared power to dispose or direct the disposition of: 12,949,527. Of the 15,267,999 shares noted above: (1) 12,500,000 shares of Class B Common Stock are held under five separate trusts each with 2,500,000 shares and different income beneficiaries. James B. McClatchy, William Ellery McClatchy, William K. Coblentz, William M. Roth and Erwin Potts share joint voting and investment control with respect to these trusts. The filing of this Schedule 13D/A shall not be construed as an admission that James B. McClatchy is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of 10,000,000 of these shares; and (2) 449,527 shares of Class B Common Stock are held in a trust over which James B. McClatchy, William Ellery McClatchy and William K. Coblentz share joint voting and investment control as co-trustees of a trust established under the will of Charles K. McClatchy. The filing of this Schedule 13D/A shall not be construed as an admission that James B. 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. (3 of 7) 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: William K. Coblentz (B) Residence or business address: 222 Kearny Street, 7/th/ Floor, San Francisco, California 94108. (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: William K. Coblentz is an attorney at law and senior partner in the law firm (professional corporation) of Coblentz, Patch, Duffy & Bass, with offices located at 222 Kearny Street, San Francisco, California 94108. (D) During the last five years, William K. Coblentz has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (E) During the last five years, William K. Coblentz 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 Ellery McClatchy (B) Residence or business address: The McClatchy Company, 2100 "Q" Street, P.O. Box 15779, Sacramento, California 95852. (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, William Ellery McClatchy has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (E) During the last five years, William Ellery 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. ____________________ (A) Name: William M. Roth. (4 of 7) (B) Residence or business address: 57 Post Street, Suite 812, San Francisco, California 94104-5027. (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, William M. Roth has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (E) During the last five years, William M. Roth 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: Erwin Potts. (B) Residence or business address: The McClatchy Company, 2100 "Q" Street, P.O. Box 15779, Sacramento, California 95852. (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: Chairman of the Board of Directors of The McClatchy Company, with principal executive offices at 2100 "Q" Street, P.O. Box 15779, Sacramento, California 95852. (D) During the last five years, Erwin Potts has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (E) During the last five years, Erwin Potts 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 None. (5 of 7) Item 7. Material to be Filed as Exhibits None. (6 of 7) 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: April 19, 2000 /s/ James B. McClatchy ---------------------------------- Signature James B. McClatchy ---------------------------------- Name/Title (7 of 7) -----END PRIVACY-ENHANCED MESSAGE-----