-----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, NAo2ePYXIoT4W9PpXoejuAAXA7MfOyTAkuzGox9ayUzgnRsQXe8qfGOai+HFkuy8 G6giyVpYBXhtwpzTomb85g== 0000896415-96-000011.txt : 20030213 0000896415-96-000011.hdr.sgml : 20030213 19960202102640 ACCESSION NUMBER: 0000896415-96-000011 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960202 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13851 FILM NUMBER: 96510358 BUSINESS ADDRESS: STREET 1: 229 W 43RD ST CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 229 W 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAWRENCE ROBERT A CENTRAL INDEX KEY: 0000902780 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 50 CONGRESS STREET RM 800 STREET 2: SALTONSTALL OFFICE CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6172778660 MAIL ADDRESS: STREET 1: ROPES & GRAY STREET 2: ONE INTERNATIONAL PLACE CITY: BOSTON STATE: MA ZIP: 02110-2624 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* THE NEW YORK TIMES COMPANY ________________________________________________________________ (Name of Issuer) Class A Common Stock ________________________________________________________________ (Title of Class of Securities) 650111107 _____________________________ (CUSIP Number) Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *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). 1 of 5 13G CUSIP NO. 650111107 Page 2 of 5 Pages ____________________________________________________________________ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert A. Lawrence ###-##-#### ____________________________________________________________________ (a) [___] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [_x_] ____________________________________________________________________ 3. SEC USE ONLY ____________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States ____________________________________________________________________ 5. SOLE VOTING POWER 18,998 NUMBER OF ____________________________________________________ SHARES 6. SHARED VOTING POWER BENEFICALLY 6,608,787 OWNED BY ____________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 18,998 PERSON ____________________________________________________ WITH 8. SHARED DISPOSITIVE POWER 4,426,512 ____________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,627,785 ____________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [__] ____________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.8% ____________________________________________________________________ 12. TYPE OF REPORTING PERSON* IN ____________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a) Name of Issuer: The New York Times Company 2(b) Address of Issuer's Principal Executive Offices: 229 West 43rd Street New York, NY 10036 Item 2(a) Name of Person Filing: Robert A. Lawrence 2(b) Address of Principal Business Office, or if none, Residence: 50 Congress Street Boston, MA 02109 2(c) Citizenship: United States of America 2(d) Title of Class of Securities: Class A Common Stock, $.10 par value 2(e) CUSIP Number: 650111107 Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b): Not applicable Item 4(a) Amount beneficially owned: 6,627,785 shares^F1 _____________________ ^F1 At December 31, 1995, Mr. Lawrence was one of the three trustees (the "Jordan Trustees") under the will (the "Jordan Will") of the late Eben D. Jordan, who died in 1895. The other trustees were William O. Taylor and Roland D. Grimm. At January 1, 1995, the Jordan Trust held 6,608,787 shares of Class A Common Stock of the issuer. All of these shares were held in the Jordan Voting Trust, pursuant to which the Jordan Trustees shared the power to vote and dispose of the shares. A corresponding number of Jordan Voting Trust certificates were issued and also held in trust by the Jordan Trustees. During 1995, 2,182,275 Jordan Voting Trust certificates formerly held in trust by the Jordan Trustees, corresponding to 2,182,275 shares of Class A Common Stock of the issuer, were transferred to the 1995 Symonds-Clay Trust. There were four sub-trusts under the 1995 Symonds-Clay Trust (of which Mr. Lawrence was not a trustee), which combined assets formerly held in other sub-trusts under the Jordan Will (the "Symonds-Clay Sub-trusts"). In the first Symonds- Clay Sub-trust there were 1,009,506 shares of Class A Common Stock. The income beneficiary of the first Symonds-Clay Sub-trust was Jeremy Clay. In the second Symonds-Clay Sub-trust there were 1,009,507 shares of Class A Common Stock. The income beneficiaries of the second Symonds-Clay Sub-trust (formerly Bridget Symonds) were Peter and Lucilla Clay Stephenson. In each of the third and fourth Symonds-Clay Sub-trusts there were 81,631 shares of Class A Common Stock. The income 3 of 5 4(b) Percent of Class: 6.8% 4(c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 18,998 shares (ii) Shared power to vote or to direct the vote: 6,608,787 shares^F2 (iii) Sole power to dispose or to direct the disposition of: 18,998 shares (iv) Shared power to dispose or to direct the disposition of: 4,426,512 shares^F2 Item 5 Ownership of Five Percent or less of a Class: Not Applicable Item 6 Ownership of more than Five Percent on behalf of another person: See response to Item 4(c) and notes thereto. Item 7 Identification and Classification of the Subsidiary which acquired the security being reported on by the parent holding company: Not Applicable ____________________ beneficiaries of the third and fourth Symonds-Clay Sub-trusts were Peter Clay and Lucilla Clay Stephenson, respectively. As of December 31, 1995, there remained two sub-trusts under the Jordan Will (the "Jordan Sub-trusts") for the benefit of the issue of the testator, both of which terminated on January 16, 1996. One Jordan Sub-trust (the "Kidder Sub-trust") held 2,213,256 shares of Class A Common Stock. The income beneficiaries (formerly Dorothy R. Kidder) were certain lineal descendants of Dorothy R. Kidder. The second Jordan Sub-trust (the "Talbot-Baker Sub-trust") held 2,213,256 shares of Class A Common Stock. There were seven income beneficiaries of this sub-trust, no one of whom was entitled to more than 1/6th of the income of the trust. At December 31, 1995, Mr. Lawrence, Mr. Grimm and Mr. Taylor were the voting trustees under the Jordan Voting Trust and shared all voting rights with respect to the shares held in the Voting Trust (i.e., all shares under the 1995 Symonds-Clay Trust and under both Jordan Sub-trusts). The Jordan Voting Trust will terminate on January 16, 1996. Dispositive power with respect to the shares in the Jordan Sub-trusts, but not the Symonds-Clay Sub-trusts, was shared by the same three persons as trustees under the Jordan Will. ^F2 Reflects total holdings of Jordan Sub-trusts. 4 of 5 Item 8 Identification and Classification of members of the group: Not Applicable Item 9 Notice of dissolution of group: Not Applicable Item 10 Certification: Not Applicable 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. January 26, 1996 /s/ Robert A. Lawrence _________________________________ Robert A. 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