0001012870-01-502015.txt : 20011009
0001012870-01-502015.hdr.sgml : 20011009
ACCESSION NUMBER: 0001012870-01-502015
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010926
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: 1745330
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: MALONEY BROWN MCCLATCHY
CENTRAL INDEX KEY: 0000903870
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
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: 95852
SC 13D/A
1
dsc13da.txt
AMENDMENT NO. 1 TO SCHEDULE 13D
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 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 ss. 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
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CUSIP No. 579489 10 5 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brown McClatchy Maloney
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF SHARES 3,711,748
BENEFICIALLY ------------------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON
WITH 1,650,000
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9 SOLE DISPOSITIVE POWER
3,711,748
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10 SHARED DISPOSITIVE POWER
1,650,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,361,748
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12 CHECK BOX IF THE AGGREGATE SHOWN IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(2 of 5)
Brown McClatchy Maloney hereby amends his statement on Schedule 13D, as
originally filed with the Securities and Exchange Commission (the "Commission")
on August 27, 1998 relating to his 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: Brown McClatchy Maloney
(b) Business Address: Olympic View Publishing Co., P.O. Box 1750, Sequim,
WA 98382.
(c) Present principal occupation and the name, principal business and
address of any corporation or organization in which such employment is
conducted: Brown McClatchy Maloney is Chairman of Olympic View
Publishing Co., P.O. Box 1750, Sequim, WA 98382, the principal
business of which is newspaper publishing.
(d) During the last five years, Brown McClatchy Maloney has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, Brown McClatchy Maloney 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,
Brown McClatchy Maloney 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 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)
SCHEDULE 13D
and a co-trustee of the Trust. As a result, the aggregate number of shares of
Class A Common Stock of The McClatchy Company beneficially owned by Brown
McClatchy Maloney 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 Brown McClatchy Maloney is
5,361,748 and the percentage of the Class A Common Stock beneficially
owned is approximately 22.8, 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
or held by Mr. Maloney's children who are minors, Mr. Maloney
disclaims beneficial ownership of such shares except to the extent of
his pecuniary interest.
(b) The number of shares of Class A Common Stock as to which Brown
McClatchy Maloney has:
(i) Sole power to vote or direct the vote: 3,711,748;
(ii) Shared power to vote or direct the vote: 1,650,000;
(iii) Sole power to dispose or direct the disposition of: 3,711,748;
(iv) Shared power to dispose or direct the disposition of: 1,650,000.
(c) On September 4, 2001, Mr. Maloney sold 21,000 shares of Class A Common
Stock for $43.18 per share on the open market.
(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, Brown McClatchy Maloney 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: September 23, 2001 /s/ Brown McClatchy Maloney
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Signature
Brown McClatchy Maloney
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Name/Title
(5 of 5)