-----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, JfltYs82wO7c/I0gQA0/cZm/P1cDKqUBB0K2JsWPVWld3K97MT+gWp+5YI37ai15 eZryFs729nCss/LXrNsUDg== 0000910662-01-500014.txt : 20010528 0000910662-01-500014.hdr.sgml : 20010528 ACCESSION NUMBER: 0000910662-01-500014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010525 GROUP MEMBERS: ARTHUR S. GOLDEN GROUP MEMBERS: ARTHUR SULZBERGER, JR. GROUP MEMBERS: CATHY J. SULZBERGER GROUP MEMBERS: DANIEL H. COHEN GROUP MEMBERS: JACQUELINE H. DRYFOOS GROUP MEMBERS: LYNN G. DOLNICK GROUP MEMBERS: MICHAEL GOLDEN GROUP MEMBERS: SULZBERGER ARTHUR OCHS 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 13D/A SEC ACT: SEC FILE NUMBER: 005-13851 FILM NUMBER: 1648898 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: SULZBERGER ARTHUR OCHS CENTRAL INDEX KEY: 0001028875 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: NEW YORK TIMES STREET 2: 229 W 43RD ST CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125561771 MAIL ADDRESS: STREET 1: ARTHUR OCHS SULZBERGER STREET 2: NEW YORK TIMES 229 W 43RD ST CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D/A 1 sc13da7aos.txt AMENDMENT NO. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* THE NEW YORK TIMES COMPANY - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock of $.10 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 650111 10 7 - -------------------------------------------------------------------------------- (CUSIP Number) Theodore R. Wagner Carter, Ledyard & Milburn 2 Wall Street, New York, New York 10005 (212) 732-3200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 11, 2001 - -------------------------------------------------------------------------------- (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 Sections 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 Rule 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). CUSIP No. 650111 10 7 1 NAME OF REPORTING PERSON: Arthur Ochs Sulzberger I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: 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 NUMBER OF 7 SOLE VOTING POWER: 5,794,370 shares* SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,788,946 shares** OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 5,794,370 shares* REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,788,946 shares** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 9,583,316 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6% 14 TYPE OF REPORTING PERSON: IN - ----------- * Includes 756,956 shares issuable upon exercise of stock options and 3,570 shares issuable upon conversion of 3,570 shares of Class B Common Stock. ** Includes 738,810 shares issuable upon conversion of 738,810 shares of Class B Common Stock. -2- 1 NAME OF REPORTING PERSON: Daniel H. Cohen I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: 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 NUMBER OF 7 SOLE VOTING POWER: 1,620 shares* SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,529,423 shares** OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 1,620 shares* REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,529,423 shares** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,531,043 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.2% 14 TYPE OF REPORTING PERSON: IN - ----------- * Consists of 1,620 shares issuable upon conversion of 1,620 shares of Class B Common Stock. ** Includes 783,810 shares issuable upon conversion of 738,810 shares of Class B Common Stock. -3- 1 NAME OF REPORTING PERSON: Lynn G. Dolnick I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: 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 NUMBER OF 7 SOLE VOTING POWER: 29,350 shares SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,472,964 shares* OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 29,350 shares REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,472,964 shares* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,502,314 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.2% 14 TYPE OF REPORTING PERSON: IN - ----------- * Includes 739,928 shares issuable upon conversion of 739,928 shares of Class B Common Stock. -4- 1 NAME OF REPORTING PERSON: Jacqueline H. Dryfoos I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: 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 NUMBER OF 7 SOLE VOTING POWER: 490,702 shares* SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,499,510 shares** OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 490,702 shares* REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,499,510 shares** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,990,212 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.5% 14 TYPE OF REPORTING PERSON: IN - ----------- * Includes 4,000 shares issuable upon exercise of stock options and 600 shares issuable upon conversion of 600 shares of Class B Common Stock. ** Includes 738,810 shares issuable upon conversion of 738,810 shares of Class B Common Stock. -5- 1 NAME OF REPORTING PERSON: Arthur S. Golden I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: 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 NUMBER OF 7 SOLE VOTING POWER: 100,488 shares SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,465,912 shares* OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 100,488 shares REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,465,912 shares* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,566,400 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.2% 14 TYPE OF REPORTING PERSON: IN - ----------- * Includes 739,928 shares issuable upon conversion of 739,928 shares of Class B Common Stock. -6- 1 NAME OF REPORTING PERSON: Michael Golden I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: 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 NUMBER OF 7 SOLE VOTING POWER: 205,547 shares* SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,488,579 shares** OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 205,547 shares* REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,488,579 shares** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,694,126 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.3% 14 TYPE OF REPORTING PERSON: IN - ----------- * Includes 198,401 shares issuable upon exercise of stock options (of which 65,562 options have been transferred to a family limited partnership) and 1,120 shares issuable upon conversion of 1,120 shares of Class B Common Stock. ** Includes 738,810 shares issuable upon conversion of 738,810 shares of Class B Common Stock. -7- 1 NAME OF REPORTING PERSON: Arthur Sulzberger, Jr. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: 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 NUMBER OF 7 SOLE VOTING POWER: 393,014 shares* SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,479,894 shares** OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 393,014 shares* REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,479,894 shares** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,872,908 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.4% 14 TYPE OF REPORTING PERSON: IN - ---------- * Includes 366,460 shares issuable upon exercise of stock options (of which 110,196 options have been transferred to a family limited partnership) and 960 shares issuable upon conversion of 960 shares of Class B Common Stock. ** Includes 738,810 shares issuable upon conversion of 738,810 shares of Class B Common Stock. -8- 1 NAME OF REPORTING PERSON: Cathy J. Sulzberger I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not Applicable 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: 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 NUMBER OF 7 SOLE VOTING POWER: 85,125 shares* SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,459,010 shares** OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 85,125 shares* REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,459,010 shares** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,544,135 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.2% 14 TYPE OF REPORTING PERSON: IN - ----------- * Includes 960 shares issuable upon conversion of 960 shares of Class B Common Stock. ** Includes 738,810 shares issuable upon conversion of 738,810 shares of Class B Common Stock. -9- This Amendment No. 7 to a Statement on Schedule 13D is being filed jointly by Arthur Ochs Sulzberger, Daniel H. Cohen, Lynn G. Dolnick, Jacqueline H. Dryfoos, Arthur S. Golden, Michael Golden, Arthur Sulzburger, Jr., and Cathy J. Sulzberger to report (a) the resignation on May 11, 2001, of Ruth S. Holmberg, Marian S. Heiskell and Judith P. Sulzberger as trustees of the trust created under an indenture dated as of June 24, 1997, and amended as of December 14, 2000, between Arthur Ochs Sulzberger, Marian S. Heiskell, Ruth S. Holmberg and Judith P. Sulzberger as grantors, and the grantors and Lynn G. Dolnick as trustees (the "1997 Trust"), and (b) the appointment or election effective May 11, 2001, of Daniel H. Cohen, Jacqueline H. Dryfoos, Arthur S. Golden, Michael Golden, Arthur Sulzberger, Jr. and Cathy J. Sulzberger as co-trustees of the 1997 Trust with Arthur Ochs Sulzberger and Lynn G. Dolnick. Item 2. Identity and Background. ITEM 2 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS: (a) The persons filing this statement are Arthur Ochs Sulzberger, Daniel H. Cohen, Lynn G. Dolnick, Jacqueline H. Dryfoos, Arthur S. Golden, Michael Golden, Arthur Sulzberger, Jr. and Cathy J. Sulzberger (collectively the "Filing Persons"). In addition, the following other persons are named in Item 5(b) of this Statement as sharing voting or dispositive power with one or more Filing Persons (the "Additional Persons"): Marian S. Heiskell, Ruth S. Holmberg, Judith P. Sulzberger, Leah Keith, James M. Cohen, Susan W. Dryfoos, Edward I. Dolnick, Anne B. Golden, Gertrude Golden, Stephen A.O. Golden, Paul Hanafin, Cynthia F. Sulzberger, Karen A. Sulzberger and Gail Gregg. (b) The business address of Arthur Ochs Sulzberger, Michael Golden, and Arthur Sulzberger, Jr. and is The New York Times Company, 229 West 43rd Street, New York, New York 10036. The business address of Daniel H. Cohen is 230 West 41st Street, Suite 1604, New -10- York, New York 10036. The business address of Lynn G. Dolnick is the Smithsonian Institution, 3001 Connecticut Avenue, Washington, D.C. 20008. The business address of Jacqueline H. Dryfoos, Arthur S. Golden, Cathy J. Sulzberger, Marian S. Heiskell, Judith P. Sulzberger, Leah Keith, James M. Cohen, Susan W. Dryfoos, Edward I. Dolnick, Anne B. Golden, Gertrude Golden, Stephen A.O. Golden, Cynthia F. Sulzberger, Karen A. Sulzberger and Gail Gregg is 229 West 43rd Street, Room 1031, New York, New York 10036. The business address of Ruth S. Holmberg is The Chattanooga Times, 100 East Tenth Street, Chattanooga, Tennessee 37401. The business address of Paul Hanafin is Insignia/ESG, 1015 15th Street NW, Washington, D.C. (c) Arthur Ochs Sulzberger is principally employed as Chairman Emeritus and a director of the Company. The principal businesses of the Company comprise diversified media activities including: the publication of newspapers and magazines, such as The New York Times and The Boston Globe; newspaper distribution in the New York City and Boston metropolitan areas; news, photo and graphics services and news and features syndication; the licensing of the trademarks and copyrights of The New York Times and The Boston Globe; television and radio broadcasting; electronic information and publishing; Internet businesses; and forest product investments. The address of the Company is 229 West 43rd Street, New York, New York 10036. Daniel H. Cohen is principally employed as a President of Dan Cohen & Sons, a television producer. Lynn G. Dolnick is principally employed as Chief of the Division of Exhibition Interpretation at the National Zoological Park of the Smithsonian Institution, the address of which is 3001 Connecticut Avenue, Washington, D.C. 20008. -11- Jacqueline H. Dryfoos is principally employed as a psychotherapist, both in private practice and at the Institute of Contemporary Psychotherapy, 1841 Broadway, New York, New York. She is also a director of the Company. Arthur S. Golden is principally employed as a writer. Michael Golden is principally employed as Vice Chairman and Senior Vice President of the Company. Arthur Sulzberger, Jr. is principally employed as Chairman of the Company and Publisher of The New York Times. Cathy J. Sulzberger is principally employed as a partner in real estate ventures. Marian S. Heiskell is principally employed as a director of various charitable organizations. Ruth S. Holmberg is retired as Chairman of Times Printing Company, the publisher of The Chattanooga Times newspaper, the address of which is 100 East Tenth Street, Chattanooga, Tennessee 37401. Judith P. Sulzberger is a physician currently retired from the active practice of medicine. James M. Cohen is currently a fulltime student. Susan W. Dryfoos is principally employed as a producer of motion picture films. Stephen A.O. Golden is currently a fulltime student. Paul Hanafin is principally employed as a commercial real estate broker. Cynthia F. Sulzberger is principally employed as a teacher at the Hampton Day School, Bridgehampton, New York. Edward I. Dolnick is principally employed as a writer. Gail Gregg is principally employed as an artist and an art teacher. -12- Karen A. Sulzberger, Anne B. Golden, and Gertrude Golden are principally involved in various charitable organizations. (d) None of the Filing Persons or Additional Persons has ever been convicted in a criminal proceeding. (e) None of the Filing Persons or Additional Persons has ever been a party to a civil proceeding of a judicial or administrative body, as a result of which he or she was or is subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (ii) a judgment, decree or final order finding any violation with respect to such laws. (f) All the Filing Persons and Additional Persons are citizens of the United States. Item 4. Purpose of Transaction. ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING: The primary purpose of the 1997 Trust is to maintain the editorial independence of The New York Times and perpetuate it "as an independent newspaper, entirely fearless, free of ulterior influence and unselfishly devoted to the public welfare," in accordance with the wishes of Adolph S. Ochs as expressed in his will. This purpose has been effectuated by maintaining control of The New York Times in the hands of a small number of the descendants of Adolph S. Ochs acting as trustees of the 1997 Trust for the benefit of all such descendants. The 1997 Trust holds approximately 87.2% of the outstanding shares of the Company's Class B Stock of 10(cent) par value (the "Class B Stock"), which is not publicly traded and the holders of which have the right to elect approximately 70% of the Company's board of directors. -13- Except as described in Item 6 of this Amendment No. 7, the Filing Persons and the Additional Persons currently have no plan or proposal, as shareholders of the Company, which relates to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company, except that the Filing Persons may continue to make gifts of Class A Stock to or for the benefit of members of their immediate families and charitable institutions; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plan or proposal to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter or by-laws or other actions which may impede the acquisition of control of the Company by any person; (h) a class of securities of the Company being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; -14- (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (j) any action similar to any of those enumerated above. However, such plans or proposals may have been considered, and may from time to time hereafter be considered, by Arthur Ochs Sulzberger, Jacqueline H. Dryfoos, Michael Golden and Arthur Sulzberger, Jr. in their capacity as directors of the Company, and by Michael Golden and Arthur Sulzberger, Jr. in their capacity as executive officers of the Company. Item 5. Interest in Securities of the Issuer. ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS: (a) and (b) Arthur Ochs Sulzberger is the direct beneficial owner of, and has sole voting and dispositive power with respect to, 5,794,370 shares of Class A Stock, representing approximately 3.6% of the outstanding shares of Class A Stock1 and consisting of (i) 5,033,844 outstanding shares which he holds directly, (ii) 3,570 shares issuable to him upon the conversion of 3,570 shares of Class B Stock held by him, and (iii) 756,956 shares issuable upon the exercise of options granted to him under Company stock option plans.2 ___________________ 1 Except as described in footnote 3 below, each percentage of outstanding Class A Stock herein for an individual Filing Person is a percentage of the sum of (a) the 158,381,345 shares of Class A Stock shown as outstanding as of May 4, 2001, in the Company's Quarterly Report on Form 10-Q for the quarter ended April 1, 2001, (b) the 738,810 unissued shares which are issuable upon the conversion of Class B Stock held by the 1997 Trust, and (c) the other unissued shares which are issuable to that individual Filing Person upon the exercise of options or the conversion of Class B Stock. 2 All shares shown herein as beneficially owned that are issuable upon exercise of options are shares which may be acquired upon exercise of currently exercisable options or options which will first become exercisable on or prior to July 11, 2001. -15- Arthur Ochs Sulzberger is also an officer and director of The Sulzberger Foundation, Inc. (the "Foundation"), which holds 329,936 shares of Class A Stock, or less than 1% of the outstanding shares of Class A Stock, as to which shares Arthur Ochs Sulzberger shares voting and dispositive power with Ruth S. Holmberg, Marian S. Heiskell and Judith P. Sulzberger, all of whom are officers and directors of the Foundation. Arthur Ochs Sulzberger is also a co-trustee of the 1997 Trust, which holds 2,138,810 shares of Class A Stock (including 738,810 shares issuable upon the conversion of 738,810 shares of Class B Stock also owned by the 1997 Trust), representing approximately 1.3% of the outstanding shares of Class A Stock, as to which shares Arthur Ochs Sulzberger shares voting and dispositive power with the other Filing Persons, as co-trustees. Also, each of Arthur Ochs Sulzberger and his children Arthur Sulzberger, Jr., Cathy J. Sulzberger, Cynthia F. Sulzberger, and Karen A. Sulzberger, holds a 19.8% membership interest in A SOCK, L.L.C., which is the general partner in OXBOX, L.P. OXBOX, L.P. holds 1,320,200 shares of Class A Stock. Accordingly, Arthur Ochs Sulzberger may be deemed to share with his children voting and dispositive power with respect to these 1,320,200 shares. The remaining 1% membership interest in A SOCK L.L.C. is held by Marujupu, L.L.C. ("Marujupu"), which until April 11, 2001, was owned by Arthur Ochs Sulzberger, Marian S. Heiskell, Ruth S. Holmberg and Judith P. Sulzberger and on that date became wholly owned by the 1997 Trust. In summary of the foregoing, Arthur Ochs Sulzberger is the direct or indirect beneficial owner in the aggregate of 9,583,316 shares of Class A Stock, representing approximately 6% of the outstanding shares of Class A Stock. -16- Arthur Ochs Sulzberger's wife owns 3,594 shares of Class A Stock. Arthur Ochs Sulzberger disclaims beneficial ownership of these shares, which are excluded from the aggregate number of shares shown above as being beneficially owned by him. Daniel H. Cohen (a) is the direct beneficial owner of, and has sole voting and dispositive power with respect to 1,620 shares of Class A Stock issuable to him upon the conversion of 1,620 shares of Class B Stock held by him, and (b) shares with his wife Leah Keith voting and dispositive power with respect to 24,630 shares of Class A Stock, representing less than 1% of the outstanding shares of Class A Stock. Daniel H. Cohen is also a co-trustee of the 1997 Trust, which holds 2,138,810 shares of Class A Stock (including 738,810 shares issuable upon the conversion of 738,810 shares of Class B Stock also owned by the 1997 Trust), representing approximately 1.3% of the outstanding shares of Class A Stock, as to which shares Daniel H. Cohen shares voting and dispositive power with the other Filing Persons, as co-trustees. Daniel H. Cohen and his brother James M. Cohen are co-trustees of two charitable trusts created by their mother, Judith P. Sulzberger, which hold in the aggregate 52,283 shares of Class A Stock. Accordingly, Daniel H. Cohen may be deemed to share with James M. Cohen voting and dispositive power with respect to those shares. Also, each of Daniel H. Cohen, his mother Judith P. Sulzberger and his brother James M. Cohen, holds a 32.8% membership interest in BONZO, L.L.C., which is the general partner in JUDAJA, L.P. JUDAJA, L.P. holds 1,313,700 shares of Class A Stock. Accordingly, Daniel H. Cohen may be deemed to share with Judith P. Sulzberger and James M. Cohen voting and dispositive power with respect to these 1,313,700 shares. The remaining 1.6% membership interest in BONZO, L.L.C. is held by Marujupu. -17- In summary of the foregoing, Daniel H. Cohen is the direct or indirect beneficial owner in the aggregate of 3,531,043 shares of Class A Stock, representing approximately 2.2% of the outstanding shares of Class A Stock. Lynn G. Dolnick (a) has sole voting and dispositive power with respect to an aggregate of 29,350 shares of Class A Stock held by two trusts of which Dr. Dolnick is the sole trustee (Dr. Dolnick disclaims beneficial ownership of these shares), and (b) shares voting and dispositive power with her husband, Edward Dolnick, as joint holder with him of 13,954 shares of Class A Stock, including 1,118 shares issuable upon the conversion of 1,118 shares of Class B Stock jointly held by them. Lynn G. Dolnick is also a co-trustee of the 1997 Trust, which holds 2,138,810 shares of Class A Stock (including 738,810 shares issuable upon the conversion of 738,810 shares of Class B Stock also owned by the 1997 Trust), representing approximately 1.3% of the outstanding shares of Class A Stock, as to which shares Lynn G. Dolnick shares voting and dispositive power with the other Filing Persons, as co-trustees. Also, each of Lynn G. Dolnick, her mother Ruth S. Holmberg, and her brothers Arthur S. Golden, Michael Golden and Stephen A.O. Golden, holds a 19.8% membership interest in HOGODO, L.L.C., which is the general partner in MARLS, L.P. MARLS, L.P. holds 1,320,200 shares of Class A Stock. Accordingly, Lynn G. Dolnick may be deemed to share with Ruth S. Holmberg, Arthur S. Golden, Michael Golden and Stephen A.O. Golden voting and dispositive power with respect to these 1,320,200 shares. The remaining 1% membership interest in HOGODO, L.L.C. is held by Marujupu. -18- In summary of the foregoing, Lynn G. Dolnick is the direct or indirect beneficial owner in the aggregate of 3,502,314 shares of Class A Stock, representing approximately 2.2% of the outstanding shares of Class A Stock. Jacqueline H. Dryfoos is the direct beneficial owner of, and has sole voting and dispositive power with respect to, 490,702 shares of Class A Stock, representing in the aggregate less than 1% of the outstanding shares of Class A Stock and consisting of (i) 486,102 shares held by her directly, and (ii) 600 shares issuable upon the conversion of 600 shares of Class B Stock held by her, and (iii) 4,000 shares issuable upon exercise of options granted to her under a Company stock option plan. Jacqueline H. Dryfoos is also the trustee of a trust which holds 54,500 shares of Class A Stock, representing less than 1% of the outstanding shares of Class A Stock, as to which shares Jacqueline H. Dryfoos has sole voting and dispositive power. Jacqueline H. Dryfoos is also a co-trustee of the 1997 Trust, which holds 2,138,810 shares of Class A Stock (including 738,810 shares issuable upon the conversion of 738,810 shares of Class B Stock also owned by the 1997 Trust), representing approximately 1.3% of the outstanding shares of Class A Stock, as to which shares Jacqueline H. Dryfoos shares voting and dispositive power with the other Filing Persons, as co-trustees. Also, each of Jacqueline H. Dryfoos, her mother Marian S. Heiskell and her sister Susan W. Dryfoos, holds a 32% membership interest in HIGH N DRY, L.L.C., which is the general partner in DRY N HIGH, L.P. DRY N HIGH, L.P. holds 1,306,200 shares of Class A Stock. Accordingly, Jacqueline H. Dryfoos may be deemed to share with Marian S. Heiskell and Susan W. Dryfoos voting and dispositive power with respect to these 1,306,200 shares. The remaining 3% membership interest in HIGH N DRY, L.L.C. is held by the Marujupu. -19- In summary of the foregoing, Jacqueline H. Dryfoos is the direct and indirect beneficial owner in the aggregate of 3,990,212 shares of Class A Stock, representing approximately 2.5% of the outstanding shares of Class A Stock. Arthur S. Golden shares with his wife Gertrude Golden voting and dispositive power with respect to 6,902 shares of Class A Stock, representing less than 1% of the outstanding shares of Class A Stock and consisting of (i) 5,784 outstanding shares held by them directly, and (ii) 1,118 shares issuable upon the conversion of 1,118 shares of Class B Stock held by them. Arthur S. Golden is also a co-trustee of the 1997 Trust, which holds 2,138,810 shares of Class A Stock (including 738,810 shares issuable upon the conversion of 738,810 shares of Class B Stock also owned by the 1997 Trust), representing approximately 1.3% of the outstanding shares of Class A Stock, as to which shares Arthur S. Golden shares voting and dispositive power with the other Filing Persons, as co-trustees. Arthur S. Golden is also the sole trustee of two charitable trusts created by his mother Ruth S. Holmberg, and has sole voting and dispositive power with respect to the 100,488 shares held in those trusts. Also, each of Arthur S. Golden, his mother Ruth S. Holmberg, and his siblings Lynn G. Dolnick, Michael Golden and Stephen A.O. Golden, holds a 19.8% membership interest in HOGODO L.L.C., which is the general partner in MARLS, L.P. MARLS, L.P. holds 1,320,200 shares of Class A Stock. Accordingly, Arthur Ochs Sulzberger may be deemed to share with Ruth S. Holmberg, Lynn G. Dolnick, Michael Golden and Stephen A.O. Golden voting and dispositive power with respect to these 1,320,200 shares. The remaining 1% membership interest in HOGODO L.L.C. is held by Marujupu. -20- In summary of the foregoing, Arthur S. Golden is the direct and indirect beneficial owner in the aggregate of 3,566,400 shares of Class A Stock, representing approximately 2.2% of the outstanding shares of Class A Stock. Arthur S. Golden's wife, Gertrude Golden, is the trustee of trusts which hold an aggregate of 35,246 shares of Class A Stock. Arthur S. Golden disclaims beneficial ownership of these shares, which are excluded from the aggregate number of shares shown above as being owned by him. Michael Golden is the direct beneficial owner, and has sole voting and dispositive power with respect to, 205,547 shares of Class A Stock, representing less than 1% of the outstanding shares of Class A Stock and consisting of (i) 6,026 outstanding shares held by him directly, (ii) 1,120 shares issuable to him upon the conversion of 1,120 shares of Class B Stock held by him, and (iii) 198,401 shares issuable upon exercise of options granted to him under Company stock option plans, of which 65,562 options have been transferred to a family limited partnership. With his wife Anne Golden, he shares voting and dispositive power with respect to an additional 29,569 shares of Class A Stock that they hold jointly. Michael Golden is also a co-trustee of the 1997 Trust, which holds 2,138,810 shares of Class A Stock (including 738,810 shares issuable upon the conversion of 738,810 shares of Class B Stock also owned by the 1997 Trust), representing approximately 1.3% of the outstanding shares of Class A Stock, as to which shares Michael Golden shares voting and dispositive power with the other Filing Persons, as co-trustees. Also, each of Michael Golden, his mother Ruth S. Holmberg and his siblings Lynn G. Dolnick, Arthur S. Golden and Stephen A.O. Golden, holds a 19.8% membership interest in HOGODO, L.L.C., which is the general partner in MARLS, L.P. MARLS, L.P. holds 1,320,200 -21- shares of Class A Stock. Accordingly, Michael Golden may be deemed to share with Ruth S. Holmberg, Lynn G. Dolnick, Arthur S. Golden and Stephen A.O. Golden voting and dispositive power with respect to these 1,320,200 shares. The remaining 1% membership interest in HOGODO, L.L.C. is held by Marujupu. In summary of the foregoing, Michael Golden is the direct and indirect beneficial owner in the aggregate of 3,694,126 shares of Class A Stock, representing approximately 2.3% of the outstanding shares of Class A Stock. Michael Golden's wife, Anne B. Golden, owns 1,180 shares of Class A Stock. Michael Golden disclaims beneficial ownership of these shares, which are excluded from the aggregate number of shares shown above as being beneficially owned by him. Arthur Sulzberger, Jr. is the direct beneficial owner, and has sole voting and dispositive power with respect to, 393,014 shares of Class A Stock, representing less than 1% of the outstanding shares of Class A Stock and consisting of (i) 25,594 outstanding shares held by him directly, (ii) 960 shares issuable to him upon the conversion of 960 shares of Class B Stock held by him, and (iii) 366,460 shares issuable upon exercise of options granted to him under Company stock option plans, of which 110,196 options have been transferred to a family limited partnership. With his wife, Gail Gregg, Arthur Sulzberger, Jr. shares voting and dispositive power with respect to 1,704 shares of Class A Stock that they hold jointly. Arthur Sulzberger, Jr. is also a co-trustee of two trusts which hold an aggregate of 19,180 shares of Class A Stock, representing less than 1% of the outstanding shares of Class A Stock, as to which shares, Arthur Sulzberger, Jr. shares voting and dispositive power with Paul Hanafin, as co-trustee. Arthur Sulzberger, Jr. disclaims beneficial ownership of these shares. -22- Arthur Sulzberger, Jr. is also a co-trustee of the 1997 Trust, which holds 2,138,810 shares of Class A Stock (including 738,810 shares issuable upon the conversion of 738,810 shares of Class B Stock also owned by the 1997 Trust), representing approximately 1.3% of the outstanding shares of Class A Stock, as to which shares Arthur Sulzberger, Jr. shares voting and dispositive power with the other Filing Persons, as co-trustees. Also, each of Arthur Sulzberger, Jr., his father Arthur Ochs Sulzberger, and his siblings Cathy J. Sulzberger, Cynthia F. Sulzberger and Karen A. Sulzberger, holds a 19.8% membership interest in A SOCK L.L.C., which is the general partner in OXBOX, L.P. OXBOX, L.P. holds 1,320,200 shares of Class A Stock. Accordingly, Arthur Sulzberger, Jr. may be deemed to share with Arthur Ochs Sulzberger, Cathy J. Sulzberger, Cynthia F. Sulzberger and Karen J. Sulzberger voting and dispositive power with respect to these 1,320,200 shares. The remaining 1% membership interest in A SOCK L.L.C. is held by Marujupu. In summary of the foregoing, Arthur Sulzberger, Jr. is the direct and indirect beneficial owner in the aggregate of 3,872,908 shares of Class A Stock, representing approximately 2.4% of the outstanding shares of Class A Stock. Arthur Sulzberger, Jr.'s wife, Gail Gregg, is a co-trustee of trusts which hold an aggregate of 21,870 shares of Class A Stock. Arthur Sulzberger, Jr. disclaims beneficial ownership of these shares, which are excluded from the aggregate number of shares shown above as being beneficially owned by him. Cathy J. Sulzberger is the direct beneficial owner, and has sole voting and dispositive power with respect to, 85,125 shares of Class A Stock, representing less than 1% of the outstanding shares of Class A Stock and consisting of (i) 43,696 outstanding shares held by her directly, (ii) 40,469 shares held by her as trustee of various family trusts for the benefit of her -23- children and the descendants of her cousin Jacqueline H. Dryfoos, and (iii) 960 shares issuable to her upon the conversion of 960 shares of Class B Stock held by her. Cathy J. Sulzberger is also a co-trustee of the 1997 Trust, which holds 2,138,810 shares of Class A Stock (including 738,810 shares issuable upon the conversion of 738,810 shares of Class B Stock also owned by the 1997 Trust), representing approximately 1.3% of the outstanding shares of Class A Stock, as to which shares Cathy J. Sulzberger shares voting and dispositive power with the other Filing Persons, as co-trustees. Also, each of Cathy Sulzberger, her father Arthur Ochs Sulzberger and her siblings Arthur Sulzberger, Jr., Cynthia F. Sulzberger and Karen A. Sulzberger, holds a 19.8% membership interest in A SOCK L.L.C., which is the general partner in OXBOX, L.P. OXBOX, L.P. holds 1,320,200 shares of Class A Stock. Accordingly, Arthur Ochs Sulzberger may be deemed to share with his children voting and dispositive power with respect to these 1,320,200 shares. The remaining 1% membership interest in A SOCK L.L.C. is held by Marujupu. In summary of the foregoing, Cathy J. Sulzberger is the direct and indirect beneficial owner in the aggregate of 3,544,135 shares of Class A Stock, representing approximately 2.2% of the outstanding shares of Class A Stock. By virtue of their being co-trustees of the 1997 Trust, the Filing Persons could be deemed to comprise a "group" within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder. Such group is the beneficial owner in the aggregate of 15,031,291 shares of Class A Stock, representing approximately 9.4%3 of the outstanding shares of Class A Stock, ___________________ 3 This percentage is based on the sum of (a) the shares of Class A Stock shown as outstanding as of May 4, 2001, in the Company's Quarterly Report on Form 10-Q for the quarter ended April 1, 2001, and (b) the 2,075,693 unissued shares which are issuable upon the exercise of options or the conversion of Class B Stock by the 1997 Trust or any member of the "group," as described above in this Item 5. -24- which shares include 749,876 shares issuable upon the conversion of an aggregate of 749,876 shares of Class B Stock held by the group members individually and by the 1997 Trust, and 1,325,817 shares issuable upon the exercise of options granted under the Company's stock option plans. (c) Since March 1, 2001, no transactions in the Class A Stock have been effected by the Filing Persons and the Additional Persons, except that (i) on March 27, 2001, Daniel H. Cohen received a gift of 250 shares of Class A Stock from Judith P. Sulzberger, (ii) on March 15, 2001, Lynn G. Dolnick and her husband received a gift of 890 shares of Class A Stock from Ruth S. Holmberg, and on April 2, 2001, received a further gift of 70 shares of Class A Stock from Ruth S. Holmberg, (iii) on March 15, 2001, Michael Golden received a gift of 445 shares of Class A Stock from Ruth S. Holmberg, and on April 2, 2001, received a further gift of 35 shares of Class A Stock from Ruth S. Holmberg, (iv) on March 15, 2001, Arthur S. Golden received a gift of 445 shares of Class A Stock from Ruth S. Holmberg, and on April 2, 2001, received a further gift of 35 shares of Class A Stock from Ruth S. Holmberg, (v) on March 15, 2001, Stephen A.O. Golden received a gift of 445 shares of Class A Stock from Ruth S. Holmberg, and on April 2, 2001, received a further gift of 35 shares from Ruth S. Holmberg, (vi) on March 27, 2001, Arthur Sulzberger, Jr. and Paul Hanafin, as trustees, received gifts totaling 500 shares of Class A Stock from Judith P. Sulzberger. -25- (vii) on March 15, 2001, Lynn G. Dolnick, as trustee, received gifts totaling 890 shares of Class A Stock from Ruth S. Holmberg, and on April 2, 2001, received further gifts totaling 90 shares of Class A Stock from Ruth S. Holmberg. (viii) on March 15, 2001, Gertrude Golden, as trustee, received gifts totaling 890 shares of Class A Stock from Ruth S. Holmberg, and on April 2, 2001, received further gifts totaling 90 shares of Class A Stock from Ruth S. Holmberg. (ix) on March 12, 2001, Cathy J. Sulzberger as trustee, received a gift of 16,156 shares of Class A Stock from Jacqueline H. Dryfoos. (x) on March 12, 2001, Jacqueline H. Dryfoos made gifts of an aggregate of 16,156 shares of Class A Stock, (xi) on March 15, 2001, Ruth S. Holmberg made gifts of an aggregate of 6,675 shares of Class A Stock, and on April 2, 2001 made further gifts of an aggregate of 490 shares of Class A Stock, including the gifts described in (ii), (iii), (iv) and (v) above, (xii) on March 27, 2001, Judith P. Sulzberger made gifts of an aggregate of 2,000 shares of Class A Stock, including the gift described in (i) above, and (xiii) on March 1, 2001, Marian S. Heiskell made gifts of an aggregate of 36,506 shares of Class A Stock. (d) See Item 6 of this Amendment No. 7. (e) Not Applicable. -26- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. -------------------------------------------------------- ITEM 6 OF THIS STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING: The 1997 Trust was established by an indenture dated June 24, 1997 (the "Original Indenture"), between Marian S. Heiskell, Ruth S. Holmberg, Judith P. Sulzberger and Arthur Ochs Sulzberger (collectively, the "grantors"), and the grantors and Lynn G. Dolnick, as trustees. On December 14, 2001, the grantors and Lynn G. Dolnick entered into a first amendment to the Original Indenture (the "Amended Indenture"). The Amended Indenture is being filed with this Amendment No. 7 as Exhibit G to this Statement and is hereby incorporated herein by reference. The following summary of the material terms of the Amended Indenture is qualified in its entirety by such reference to Exhibit G. The principal purpose of the Amended Indenture was to increase the number of trustees of the 1997 Trust from five to eight, of whom four trustees are "appointed trustees" and four trustees are either grantors or "elected trustees." Upon the death, resignation or incapacity of any appointed trustee, the trustees will appoint a successor trustee. Upon the death, resignation or incapacity of a grantor trustee or an elected trustee, a successor trustee will be elected by a majority vote of those beneficiaries of the 1997 Trust who are over the age of twenty-five years and who are descendants of Iphigene Ochs Sulzberger or who are both married to and living with a descendant of Iphigene Ochs Sulzberger, and who wish to vote, in an election called by the trustees for that purpose. Any determination made by the trustees regarding the procedures and rules for such election or the outcome thereof will be conclusive as to all persons interested or claiming to be interested in the 1997 Trust. The beneficiaries of the 1997 Trust are (1) the grantors, (2) the descendants of the grantors other than -27- those who request at any time after all of the grantors are deceased, and who receive in the absolute discretion of the trustees, a distribution of a fractional share of the 1997 Trust corpus as permitted by the Amended Indenture, (3) spouses of the grantors or of their descendants, and (4) certain organizations, contributions to which are allowable as deductions under the Internal Revenue Code. Elected trustees will be replaced by elected trustees, and appointed trustees will be replaced by appointed trustees, so that there will always be four trustees who are appointed trustees and four trustees who either are grantors or elected trustees. The Amended Indenture provides that Lynn G. Dolnick, Jacqueline H. Dryfoos, Michael Golden and Arthur Sulzberger, Jr. are the first four appointed trustees. Such appointment became effective on May 7, 2001, upon approval by the Federal Communications Commission, which regulates changes in control of corporations or other entities holding broadcast licenses. Also effective May 11, 2001, Marian S. Heiskell, Ruth S. Holmberg and Judith P. Sulzberger resigned as grantor trustees and were succeeded by Daniel H. Cohen, Arthur S. Golden and Cathy J. Sulzberger, who had been duly elected trustees by the eligible beneficiaries of the 1997 Trust. Under the Amended Indenture, all actions of the trustees require the affirmative vote of six trustees. No trustee (other than a grantor) may participate in any decision or other action of the trustees with respect to any discretionary distribution of principal or income in favor of such trustee. Any trustee may resign at any time, such resignation to be effective upon the appointment or election of a successor trustee. -28- Any trustee (other than a grantor) may be removed without cause by vote of six trustees. A grantor may be removed as trustee only if all of the remaining trustees determine that such grantor is incapable, by reason of mental or physical infirmity, to perform adequately as a trustee. The Original Indenture provided that each trustee other than a grantor would serve for a term of five years. The Amended Indenture does not provide for any term limits apart from the above-mentioned provisions for resignation or removal. The trustees of the 1997 Trust, subject to the limited exceptions described below, are directed to retain the Class B Stock held in the 1997 Trust and not to sell, distribute or convert such shares into Class A Stock, and to vote such Class B Stock against any merger, sale of assets or other transaction pursuant to which control of The New York Times newspaper passes from the trustees unless they determine that the primary objective of the 1997 Trust, which is to maintain the editorial independence and integrity of The New York Times and to continue it "as an independent newspaper, entirely fearless, free of ulterior influence and unselfishly devoted to the public welfare," in accordance with the wishes of Adolph S. Ochs as expressed in his will, can be best achieved by the sale, distribution or conversion of such stock or by the implementation of such transaction. If upon such determination any Class B Stock is distributed to the beneficiaries of the 1997 Trust, it must be distributed only to descendants of Iphigene Ochs Sulzberger, subject to the provisions of the Shareholders Agreement. Similarly, any sale by the 1997 Trust of Class B Stock upon such determination can be made only in compliance with the Shareholders Agreement. See Item 6 of Amendment No. 5 to this Statement for a summary of the provisions of the Shareholders Agreement. -29- The trustees may make distributions of shares of Class A Stock and other trust principal, apart from shares of Class B Stock, in such amount or amounts as the trustees may in their absolute discretion determine to such of the beneficiaries of the 1997 Trust as the trustees may in their absolute discretion select, provided that as long as any of the grantors is alive, the trustees may only distribute equal amounts to each living grantor and to the descendants of a deceased grantor, such descendants to take per stirpes. In exercising this discretionary power, the trustees are required to bear in mind the need to retain in the 1997 Trust assets other than shares of Class B Stock of sufficient value to pay any estate, transfer, or generation-skipping taxes that may have to be paid out of the 1997 Trust. The trustees will pay out of the net income of the 1997 Trust (almost all of which will be derived from dividends paid on the Class A Stock and Class B Stock held in trust) such amount or amounts as the trustees may in their absolute discretion determine to such one or more of the beneficiaries of the 1997 Trust as the trustees may in their absolute discretion select, provided that as long as any of the grantors is alive, the trustees shall distribute one-quarter of the income either to that grantor or to such of the beneficiaries and in such amounts and proportions as that grantor may from time to time in writing direct. Any net income not so distributed shall be added to principal. The trustees of the 1997 Trust are granted various powers and rights, including among others: (i) to vote all the shares of Class A Stock and Class B Stock held by the 1997 Trust; and (ii) to amend certain provisions of the Indenture, but not the provisions relating to retaining the Class B Stock or the manner in which the Class B Stock may be distributed, sold or converted. The trustees act by the affirmative vote of six trustees. The grantors have certain limited powers to appoint trust principal for the benefit of any -30- one or more beneficiaries of the 1997 Trust. Any such appointment must require that the Class B Stock be retained in further trust. All such appointive trusts must continue for the same term as the 1997 Trust, upon terms substantially identical to those of the Amended Indenture and with the same trustees, and must permit trust principal consisting of Class B Stock to vest only in descendants of Iphigene Ochs Sulzberger and only at the end of the trust term. The 1997 Trust will continue in existence until the expiration of 21 years after the death of the survivor of all descendants of Iphigene Ochs Sulzberger living on December 14, 2001. Upon the termination of the 1997 Trust at the end of the stated term thereof, the shares of Class B Stock will be distributed to the descendants then living of Iphigene Ochs Sulzberger. Item 7. Material to be Filed as Exhibits. -------------------------------- Exhibit G: First Amendment, dated as of December 14, 2000, to Trust Indenture dated June 24, 1997, between Marian S. Heiskell, Ruth S. Holmberg, Judith P. Sulzberger, and Arthur Ochs Sulzberger, as grantors, and the grantors and Lynn G. Dolnick as trustees. Exhibit H: Joint Filing Agreement and Power of Attorney. -31- Signatures After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. /s/ Arthur Ochs Sulzberger -------------------------- Arthur Ochs Sulzberger Dated: May 23, 2001 /s/ Daniel H. Cohen --------------------------- Daniel H. Cohen /s/ Lynn G. Dolnick --------------------------- Lynn G. Dolnick /s/ Jacqueline H. Dryfoos --------------------------- Jacqueline H. Dryfoos /s/ Arthur S. Golden --------------------------- Arthur S. Golden /s/ Michael Golden --------------------------- Michael Golden /s/ Arthur Sulzberger, Jr. --------------------------- Arthur Sulzberger, Jr. /s/ Cathy J. Sulzberger --------------------------- Cathy J. Sulzberger -32- EX-99.G 2 exg.txt 1ST AMENDMENT TO TRUST INDENTURE Exhibit G First Amendment to Trust Indenture of June 24, 1997 WHEREAS, by an indenture dated June 24, 1997, among the undersigned MARIAN S. HEISKELL, RUTH S. HOLMBERG, JUDITH P. SULZBERGER and ARTHUR OCHS SULZBERGER as grantors, and the grantors and LYNN G. DOLNICK as trustees, a trust was created to hold certain shares of the Class B Common Stock of The New York Times Company; and WHEREAS Article ONE of said indenture grants to the trustees the power, in their absolute discretion, to distribute all of the shares of Class B Common Stock held by the trust to those persons who would be entitled to receive the same if the trust term expired just prior to the time of distribution, and the undersigned grantors are the persons who are entitled to receive all of those shares; and WHEREAS the trustees have unanimously determined that the primary purpose of the trust as expressed in the indenture is best achieved by an amendment and restatement of the indenture as a whole, NOW, THEREFORE, the undersigned trustees hereby offer to the grantors, and the grantors hereby recommit to the trustees, all of the assets held in the trust, including the shares of Class B Common Stock of The New York Times Company, to be held IN TRUST upon the terms of the original indenture dated June 24, 1997, as the same is hereby amended and restated in its entirety, to read as follows: THIS INDENTURE dated the 24th day of June, 1997, between MARIAN S. HEISKELL, of New York, New York, RUTH S. HOLMBERG, of Chattanooga, Tennessee, JUDITH P. SULZBERGER, of New York, New York and ARTHUR OCHS SULZBERGER, of New York, New York (hereinafter called the "grantors") and MARIAN S. HEISKELL, RUTH S. HOLMBERG, JUDITH P. SULZBERGER, ARTHUR OCHS SULZBERGER and LYNN G. DOLNICK, of Chevy Chase, Maryland (hereinafter called the "trustees"), W I T N E S S E T H : - - - - - - - - - - WHEREAS the grantors desire to create a new trust to hold the shares of the Class B Common Stock (hereinafter referred to as the "Stock") of The New York Times Company (hereinafter referred to as the "Company") that they received upon the termination of the trust created under Paragraph 51st of the will of Adolph S. Ochs, deceased, for the primary purpose of maintaining the editorial independence and integrity of The New York Times and perpetuating it "as an independent newspaper, entirely fearless, free of ulterior influence and unselfishly devoted to the public welfare", in accordance with the wishes of Mr. Ochs as expressed in his will, NOW, THEREFORE, each grantor hereby assigns to the trustees, as of the date hereof, the property listed on Schedule "A" annexed hereto set forth opposite his or her name, IN TRUST, as follows: ARTICLE ONE: The trustees shall invest and reinvest said property and any other property received by them as trustees hereunder until the expiration of twenty-one years after the death of the last survivor of all of the descendants of Iphigene Ochs Sulzberger in being on the 2 date of this first amendment to this indenture (said period being hereinafter referred to as the "trust term"). During the trust term the trustees shall pay out of the net income such amount or amounts (whether equal or unequal, and whether the whole or a lesser amount) as the trustees may in their absolute discretion determine to such one or more of the beneficiaries of the trust as the trustees may in their absolute discretion select, provided that as long as any of the grantors is alive, the trustees shall distribute one-quarter of the income either to that grantor or to such of the beneficiaries and in such amounts and proportions as that grantor may from time to time in writing direct. Any net income not so distributed shall be added to principal. The trustees may at any time or from time to time distribute from the principal, other than the Stock, such amount or amounts (whether equal or unequal, and whether the whole or a lesser amount) as the trustees may in their absolute discretion determine to such of the beneficiaries as the trustees may in their absolute discretion select, provided that as long as any of the grantors is alive, the trustees shall only distribute equal amounts to each living grantor and to the descendants of a deceased grantor, such descendants to take per stirpes. In exercising this discretionary power, the trustees shall bear in mind the need to retain in the trust assets other than the Stock of sufficient value to pay any estate, transfer, or generation-skipping taxes that may have to be paid out of the trust. The trustees, in their absolute discretion but subject to the provisions of Article FIVE below, may distribute all but not less than all of the Stock to the descendants then living of Iphigene Ochs Sulzberger who would receive the Stock, and in the same proportions that such persons would receive the Stock if the trust term had expired just prior to the time of distribution. 3 As used herein, the term "beneficiaries" means (i) the grantors, (ii) the descendants of the grantors from time to time living of whatever degree and whenever born, other than those descendants who are excluded from the term by the provisions of Article TWO below, (iii) spouses of the grantors or of such descendants, and (iv) organizations from time to time described in sections 170(c), 2055(a) and 2522(a) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any subsequent federal tax law, provided that no such organization may have an interest in the trust that involves the distribution to such organization of either the Stock or the income of the Stock. ARTICLE TWO: Upon the written request of a beneficiary who is a descendant of Iphigene Ochs Sulzberger and who is over the age of twenty-five years, the trustees in their absolute discretion may, but need not, at any time after the death of the survivor of the grantors, distribute to that beneficiary that fractional share of the entire trust, the numerator of which is one and the denominator of which is the greater of (a) the total number of descendants of Iphigene Ochs Sulzberger born prior to and living on the date of the request, and (b) twenty. Neither any individual who requests and receives a distribution under this Article, nor the spouse of such an individual, shall thereafter be a beneficiary of the trust. The trustees may distribute to an individual requesting a distribution under this Article any property held by them without making pro-rata distributions of specific assets, and having regard only to the actual value of the property as of the date of distribution, provided, however, that the trustees shall not distribute any shares of the Stock. In making any distribution of property hereunder, the Stock shall be valued at the purchase price provided for in the Shareholders' Agreement dated August 5, 1986 among certain 4 descendants of Iphigene Ochs Sulzberger and the Company (the "Shareholders' Agreement"). Any division of property, allocation, or other determination made in good faith by the trustees pursuant to the provisions of this Article shall be binding upon all persons interested or claiming to be interested in any trust created under this indenture. It is the grantors' expectation that no distributions will be made under this Article unless the trustees determine it to be in furtherance of the trust purposes, and unless estate, transfer or generation-skipping transfer taxes that may be imposed upon the trust have been adequately provided for. ARTICLE THREE: Upon the expiration of the trust term all property then belonging to the income and principal of the trust shall be divided into as many equal shares as there are (a) then living descendants of Iphigene Ochs Sulzberger in the generation nearest to the generation of the grantors which contains at least one living descendant of Iphigene Ochs Sulzberger, and (b) deceased members of that generation who left issue then living, if any. One such share shall be distributed to each then living member of that generation. The remaining shares shall then be combined and redivided and redistributed in the same manner among the surviving issue, but treating those individuals who have already received distributions as though they had previously died without issue. ARTICLE FOUR: Notwithstanding the preceding Articles, each grantor shall have the right, by an acknowledged instrument delivered to the trustees prior to such grantor's death (but not by will), to appoint one quarter of all property belonging to the income and principal of the trust to or for the benefit of any one or more beneficiaries of the trust (including the grantor and the grantor's estate), and in such estates, interests, trusts (including discretionary trusts) and 5 proportions, such appointment to take effect either before or after the grantor's death, as the grantor shall provide in such instrument. Any such instrument may be revoked or amended by a subsequent instrument, unless it is specifically declared to be irrevocable. Each grantor may at any time by a like instrument release in whole or in part all powers under this Article or Article ONE. Notwithstanding the foregoing provisions of this Article, any appointment must require that the Stock be retained in trust on terms substantially identical to those of this indenture; prohibiting the vesting in possession of the Stock in anyone other than a descendant of Iphigene Ochs Sulzberger or at any time prior to the expiration of the trust term hereunder, and providing that the trustees of any other trust holding the Stock, and the method of selecting successor trustees of such trust, shall be identical to those under this indenture, and that all provisions of this indenture that refer to the Stock shall continue to apply to the Stock. Moreover, no appointment creating any interest in a charitable organization shall be effective if it is made without the prior written consent of the trustees. Because the property other than the Stock has been placed in the trust to provide for the payment of estate transfer or generation-skipping taxes, it is the grantors' expectation that such property will not be appointed out of the trust unless and except to the extent that such taxes have otherwise been adequately provided for. ARTICLE FIVE: During the trust term the trustees shall neither (1) distribute any of the Stock, (2) sell any of the Stock, nor (3) convert any shares of the Stock into shares of the Class A Common Stock of the Company, or any other class of security not considered the Stock, and (4) they shall vote against any merger, sale of assets, or other transaction pursuant to which control of The New York Times newspaper passes from the trustees, unless the trustees in their absolute discretion determine that the primary purpose of the trust as expressed above is best achieved by 6 such a distribution, sale, conversion or other transaction, and provided that any such sale, distribution or conversion complies in all respects with the Shareholders' Agreement. ARTICLE SIX: The grantors declare that the trust is irrevocable, and that this Article SIX, and the preceding provisions of this indenture may not be altered, amended or modified. The trustees may in their absolute discretion amend the subsequent provisions of this indenture. ARTICLE SEVEN: Whenever any property, whether principal or income (including the Stock), vests pursuant to the provisions of this indenture in a minor, the trustees shall have the right as donees of a power during minority, upon the distribution of such property, to hold and manage the same until such minor attains majority, and may exercise in respect of such property and the income thereof all powers conferred by this indenture or by law on the trustees, including the power to apply any such property or the income thereof to the use of such minor. Said donees shall not be required to render periodic accounts to any court. For purposes of this Article a minor shall be deemed to be a person who has not attained the age of 21 years. ARTICLE EIGHT: There shall at all times be eight trustees. Lynn G. Dolnick, Jacqueline H. Dryfoos, Michael Golden and Arthur Sulzberger, Jr., are hereby appointed trustees. Upon the death, resignation or incapacity of any appointed trustee, the trustees shall appoint a successor trustee. Upon the death, resignation or incapacity of a grantor or an elected trustee, a successor trustee shall be elected by a majority vote of those beneficiaries of the trust who are over the age of twenty-five years and who are descendants of Iphigene Ochs Sulzberger or who are both married to and living with a descendant of Iphigene Ochs Sulzberger, and who wish to vote, in 7 an election called by the trustees for that purpose. Any determination made by the trustees regarding the procedures and rules for such election or the outcome thereof shall be conclusive as to all persons interested or claiming to be interested in the trust. Trustees who are elected to that position shall be replaced by elected trustees; trustees who are appointed by the remaining trustees shall be replaced by appointed trustees, so that there are always four trustees who either are grantors or are elected trustees, and four trustees who are appointed by the existing trustees. Each successor trustee, either elected or appointed pursuant to the provisions of this Article, shall accept such appointment by an acknowledged instrument, filed with the trust records, agreeing to faithfully discharge all duties of the office of trustee, and by executing and becoming a party, as trustee, to the Shareholders' Agreement. All actions of the trustees shall require the affirmative vote of six trustees. No trustee (other than a grantor) shall participate in any decision or other action of the trustees with respect to any discretionary distribution of principal or income in favor of such trustee. Any individual may resign at any time as trustee of any trust held under this indenture by an instrument signed and acknowledged by him or her and delivered to his or her then acting co-trustees, such resignation to be effective upon the appointment or election of a successor trustee. Any trustee (other than a grantor) may be removed without cause by vote of six trustees. A grantor may be removed as trustee only if all of the remaining trustees determine that the trustee to be removed is incapable, by reason of mental or physical infirmity, to perform adequately as a trustee. Any such removal shall be effected by an instrument of removal signed and acknowledged by the trustees and delivered to the trustee to be removed. 8 No trustee who is a descendant of Iphigene Ochs Sulzberger or a spouse of any such descendant shall be entitled to receive any commissions for acting as such trustee. Any commissions payable to a trustee who is not a descendant of Iphigene Ochs Sulzberger or a spouse of such descendant shall be paid from trust income. Each trustee shall be exempt from giving any bond or other security in any jurisdiction. ARTICLE NINE: The trustees are authorized and empowered to exercise from time to time in their sole and absolute discretion, but subject to the provisions of Article FIVE above, and without prior authority from any court, in respect of the Stock or any other securities of the Company, all powers conferred by law upon trustees or expressed in this indenture, including the following: (1) Power to retain the Stock and any other securities of the Company or any successor corporation, for such period as they deem proper, and to purchase by subscription or otherwise additional securities of the Company or any successor corporation. It is the grantors' intention that, except upon the determination of the trustees described in Article FIVE above, the trust will retain the Stock for the trust term without regard to such factors as lack of diversification, diminution of the value of the trust, the inability of the trust and the beneficiaries thereof to realize the maximum value thereof, and the failure to derive an adequate income therefrom, and without any duty to consider offers for the purchase of the Stock. (2) Power to exchange any securities of the Company held by them for other securities or property, or partly for such securities or property and partly for cash, and to exercise conversion, subscription, option and similar rights with respect to any securities 9 of the Company or any successor corporation held by them, and to make payments in connection therewith, and to allocate to principal any property received as a result thereof. (3) Power to vote in person or by proxy at corporate or other meetings and to participate in and consent to or oppose any voting trust, reorganization, recapitalization, liquidation, dissolution, merger, or other action affecting the Stock or other securities of the Company or the Company or any successor corporation, and to make payments in connection therewith, and to allocate to principal any property received as a result thereof. (4) Power to participate in agreements relating to the purchase or sale of the Stock or other securities of the Company, including agreements granting to the Company or to any of its shareholders, including any beneficiary of any trust hereunder, a right of first refusal with respect to any sale of the Stock, it being the grantor's intention that the trustees shall enter into the Shareholders' Agreement. (5) Power (a) to act as directors, officers or other employees of the Company or any subsidiary thereof or any successor corporation, the same to be compensated without regard to being a beneficiary or trustee hereunder, (b) to obtain and pay out of income or principal the cost of liability insurance for any such officer or director, and (c) to make such other arrangements in respect thereof as the trustees shall deem proper. (6) Power to retain, and pay out of income or principal the compensation of, investment bankers, appraisers, accountants, legal counsel and others when the trustees 10 shall determine that such services are desirable in connection with the affairs of the Company or any subsidiary thereof or any successor thereto. (7) If the trustees shall determine to dispose of the Stock or other securities of the Company held hereunder, they shall be under no obligation to solicit offers from third parties and may sell such securities to another shareholder (including themselves as trustees of another trust or a trust beneficiary) or to the Company upon such terms as they shall in their sole discretion deem reasonable. Except for a sale of all of the Stock held in the trust, the grantors direct that the trustees not sell any of the Stock held hereunder unless all adult descendants of Iphigene Ochs Sulzberger who are the beneficiaries consent to the sale. The grantors recognize that in the exercise of their powers one or more of the trustees may be placed in a position of having conflicting interests as a trustee and as an individual or as a director, officer or employee of the Company or in some other capacity, and direct that, unless specifically provided to the contrary herein, such conflicting interests shall not be a basis for any trustee not participating in the exercise of powers with respect to the Stock. ARTICLE TEN: In addition to the foregoing powers which relate solely to the Stock and other securities of the Company, the trustees are authorized and empowered to exercise from time to time in their sole and absolute discretion and without prior authority from any court, in respect of any property other than the Stock or any other securities of the Company, all powers conferred by law upon trustees, or expressed in this indenture, and the grantors intend that such powers (including the following) be construed in the broadest possible manner: 11 (1) Power to invest or reinvest in such securities or other property, real or personal (whether within or without the United States), and to retain any property at any time received or held by them hereunder for such periods, as they shall in their sole discretion determine (and any aspect of any diversification requirement that would otherwise apply is hereby negated). (2) Power to borrow in the name of the trust such sums for such periods and upon such terms as they shall deem necessary or convenient in the administration of the trust, and to secure any such loan by mortgage or pledge of property other than the Stock. No lender shall be bound to see to or be liable for the application of the proceeds, and no trustee shall be personally liable, but each such loan shall be payable only out of assets of the trust other than the Stock. (3) Power to apply to the use of any person any property, whether principal or income, vesting in or payable to such person, and in the case of a minor (a) to do so without regard either to the duty of any person to furnish support for such minor or the availability of other funds for such purpose, or (b) to pay or deliver the same to such minor, or to a guardian or custodian under a gifts to minors act, including a custodian selected by the trustees (who may select attaining the age of twenty-one years for termination of the custodianship), or to the parent of such minor, or to a person with whom such minor resides, or to the trustees as donees of a power during minority under this indenture. (4) Power to allocate receipts and disbursements between income and principal in such manner as the trustees in their sole discretion determine even though a particular 12 allocation or allocations may be made in a manner inconsistent with what would otherwise be applicable state law. (5) Power to improve any real property held in the trust, and to pay the cost out of principal (other than the Stock). (6) Power to permit any person having any interest in the income of the trust to occupy any real property forming part of such trust upon such terms as the trustees shall deem proper, whether rent free or in consideration of the payment of taxes, insurance, maintenance and ordinary repairs, or otherwise. (7) Power to charge to principal (other than the Stock) such sums as they shall determine to be the net loss incurred in operating or carrying any parcel of real property which in their opinion is not producing net income. (8) Power to employ as custodian a bank or trust company located within or without the United States, and to acquire, hold, register, or dispose of property in the name of such custodian or agent or a nominee thereof without designation of fiduciary capacity, and to employ investment counsel or other agents and to pay out of principal or income or both the charges and expenses of any such custodian, counsel or other agent. (9) Power to compromise and adjust all claims or debts due to or made against them. ARTICLE ELEVEN: If by reason of a stock dividend, stock split, recapitalization, merger or other change in the capital structure of the Company, the trust receives securities of the Company or any successor corporation, other than shares of the present Class B Common 13 Stock, the trustees shall determine whether the securities received shall be treated as "the Stock" for purposes of this indenture or shall not be so treated. The trustees shall have absolute discretion in making this determination. The grantors intend in general that any securities of the corporation that owns and publishes The New York Times newspaper, having voting rights equivalent or similar to those of the present Class B Common Stock or having unlimited voting rights, shall be treated as "the Stock" and other securities shall not be so treated. ARTICLE TWELVE: The terms "issue" and "descendant" as used herein are intended to include persons whose relationship results solely from adoption while under the age of eighteen years. The term "spouse" as used herein shall mean any individual who is married to a descendant of Adolph S. Ochs, or who was married to a descendant of Adolph S. Ochs at the time of such descendant's death, whether or not such individual shall have remarried. The descendants of Iphigene Ochs Sulzberger referred to in Article ONE hereof consist of her four children, Marian S. Heiskell, Ruth S. Holmberg, Judith P. Sulzberger and Arthur Ochs Sulzberger, her thirteen grandchildren, Jacqueline H. Dryfoos, Robert O. Dryfoos, Susan W. Dryfoos, Stephen A.O. Golden, Michael D. Golden, Lynn G. Dolnick, Arthur S. Golden, Daniel H. Cohen, James M. Cohen, Cathy Jean Sulzberger, Arthur O. Sulzberger, Jr., Karen A. Sulzberger and Cynthia F. Sulzberger, her twenty-five great-grandchildren, James D. Dryfoos, Victoria A. Dryfoos, Carolyn D. Greenspon, Michael S. Greenspon, Nicholas O. Mazonowicz, Margot G. Golden, David S. Perpich, Matthew R. Cohen, David A.O. Golden, Taylor Cohen, Rachel B. Golden, Sarah S. Perpich, Arthur G. Sulzberger, Samuel Dolnick, Ann A. Sulzberger, Benjamin Dolnick, Robert A. Dryfoos, Hays N. Golden, Pamela M. Dryfoos, Tess I. Golden, 14 Abigail Perpich, Adam Cohen, Alexander Cohen, Simon Lax and John Lax, and her three great-great-grandchildren, Delaney Hope Dryfoos, Sarah Gundlach-Greenspon and Tau Emmanuel Rios Dryfoos, their respective descendants, born in wedlock, legitimatized or adopted while under the age of eighteen years, and any such descendants conceived before, but born after the date of this indenture. When the term "per stirpes" is used herein, the stirpes shall begin in the generation of the grantors. ARTICLE THIRTEEN: This indenture shall be construed and regulated by and in accordance with, and the trust hereby created shall be governed by, the laws of the State of New York. ARTICLE FOURTEEN: The grantors direct that in any proceeding relating to the trust, service upon any person under a disability shall not be made when a person not under a disability is a party to the proceeding and has the same interest as the person under the disability. ARTICLE FIFTEEN: Each grantor agrees that any federal or state death taxes imposed by reason of her or his death upon any property constituting part of this trust will be provided for and paid out of assets other than those held in the trust. ARTICLE SIXTEEN: Whenever in this indenture the trustees are given "absolute" discretion, the grantors intend that such discretion shall be uncontrolled and unfettered, and subject to review by a court only if the trustees' actions are in bad faith. When this indenture sets forth guidelines for the exercise of discretion (including the next sentence), it is the intention of the grantors that such guidelines be viewed as precatory only and not as establishing an 15 enforceable standard under which the trustees' exercise of discretion could be reviewed. The trustees may always exercise their discretion with a view to the grantors' desire that The New York Times newspaper remain independent and in the control of the trustees or the descendants of Iphigene Ochs Sulzberger. No trustee shall be liable for the acts or defaults of a co-trustee. Each trustee shall be deemed to have acted within the scope of his or her authority, to have exercised reasonable care, diligence and prudence, and to have acted impartially as to all persons interested unless the contrary be proved by clear and convincing evidence, and in the absence of such proof shall not be liable for any loss. In no event shall any trustee be held liable for any loss resulting from retention of the Stock during the trust term. The provisions of this Article shall apply to any person acting as donee of a power during minority hereunder. 16 The trustees agree to the amendment and restatement of the trust, accept the trust hereby created and covenant that they will faithfully discharge all duties of their office as such trustees, as of this 14th day of DECEMBER, 2000. /s/Marian S. Heiskell ------------------------------------- Marian S. Heiskell /s/Ruth S. Holmberg ------------------------------------- Ruth S. Holmberg /s/Judith P. Sulzberger ------------------------------------- Judith P. Sulzberger /s/Arthur Ochs Sulzberger ------------------------------------- Arthur Ochs Sulzberger Grantors and Trustees /s/Lynn G. Dolnick ------------------------------------- Lynn G. Dolnick Trustee 17 Schedule "A" Contributor Property Contributed to trust ----------- ----------------------------- (Adjusted for 1998 split) Marian S. Heiskell 350,000 shs., The New York Times Company, Class A common 184,702 shs., The New York Times Company, Class B common Ruth S. Holmberg 350,000 shs., The New York Times Company, Class A common 184,702 shs., The New York Times Company, Class B common Judith P. Sulzberger 350,000 shs., The New York Times Company, Class A common 184,702 shs., The New York Times Company, Class B common Arthur Ochs Sulzberger 350,000 shs., The New York Times Company, Class A common 184,704 shs., The New York Times Company, Class B common 18 STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK) On the 14th day of DECEMBER in the year 2000, before me, the undersigned, a Notary Public in and for said State, personally appeared MARIAN S. HEISKELL, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacities as grantor and trustee, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. LAURA A. LIHACH Notary Public, State of New York No. 30-4758876 Qualified in Nassau County /s/ Laura A. Lihach --------------------------- Commission Expires Oct. 31, 2002 Notary Public STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK) On the 14th day of DECEMBER in the year 2000, before me, the undersigned, a Notary Public in and for said State, personally appeared RUTH S. HOLMBERG, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacities as grantor and trustee, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. LAURA A. LIHACH Notary Public, State of New York No. 30-4758876 Qualified in Nassau County /s/ Laura A. Lihach --------------------------- Commission Expires Oct. 31, 2002 Notary Public STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK) On the 14th day of DECEMBER in the year 2000, before me, the undersigned, a Notary Public in and for said State, personally appeared JUDITH P. SULZBERGER, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacities as grantor and trustee, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. LAURA A. LIHACH Notary Public, State of New York No. 30-4758876 Qualified in Nassau County /s/ Laura A. Lihach --------------------------- Commission Expires Oct. 31, 2002 Notary Public STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK) On the 14th day of DECEMBER in the year 2000, before me, the undersigned, a Notary Public in and for said State, personally appeared ARTHUR OCHS SULZBERGER, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacities as grantor and trustee, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. LAURA A. LIHACH Notary Public, State of New York No. 30-4758876 Qualified in Nassau County /s/ Laura A. Lihach --------------------------- Commission Expires Oct. 31, 2002 Notary Public STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK) On the 14th day of DECEMBER in the year 2000, before me, the undersigned, a Notary Public in and for said State, personally appeared LYNN G. DOLNICK, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity as trustee, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. LAURA A. LIHACH Notary Public, State of New York No. 30-4758876 Qualified in Nassau County /s/ Laura A. Lihach --------------------------- Commission Expires Oct. 31, 2002 Notary Public EX-99.H 3 exh.txt JOINT FILING AGREEMENT AND POWER OF ATTORNEY Exhibit H Joint Filing Agreement and Power of Attorney Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that the attached Statement on Schedule 13D relating to the Class A Common Stock of $.10 par value of The New York Times Company is filed on behalf of each of them, and that all amendments to this Statement will be filed on behalf of each of them. KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints each of Arthur Ochs Sulzberger, Arthur Sulzberger, Jr. and Michael Golden, acting singly, such undersigned's true and lawful attorney-in-fact to: 1. execute for and on behalf of such undersigned, in his or her capacity as a director or officer of The New York Times Company (the "Company") or as a beneficial owner of equity securities of the Company, any and all filings of such undersigned pursuant to Section 13(d), Section 13(g) or Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; 2. do and perform any and all acts for and on behalf of such undersigned which may be necessary or desirable to complete, execute and timely file any such filings with the Securities and Exchange Commission and any U.S. national securities exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of such undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. Each of the undersigned hereby grants to each above-named attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such undersigned might or could do if personally present, with full power of substitution or revocation, and hereby ratifies and confirms all that each above-named attorney-in-fact or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each of the undersigned acknowledges that the above-named attorneys-in-fact, in serving in such capacity at the request of such undersigned, are not assuming, nor is the Company assuming, any of such undersigned's responsibilities to comply with Section 13(d), 13(g) or 16(a) of the Securities Exchange Act of 1934. This power of attorney shall remain in full force and effect as to each of the undersigned until such undersigned is no longer required to make any filing pursuant to Section 13(d), 13(g) or 16(a) of the Securities Exchange Act of 1934, unless earlier revoked by such undersigned in a signed writing delivered to any of the above-named attorneys-in-fact. IN WITNESS WHEREOF, each of the undersigned has caused this joint filing agreement and power of attorney to be executed as of this 23rd day of May, 2001. /s/ Arthur Ochs Sulzberger -------------------------- Arthur Ochs Sulzberger /s/ Daniel H. Cohen --------------------------- Daniel H. Cohen /s/ Lynn G. Dolnick --------------------------- Lynn G. Dolnick /s/ Jacqueline H. Dryfoos --------------------------- Jacqueline H. Dryfoos /s/Arthur S. Golden --------------------------- Arthur S. Golden /s/ Michael Golden --------------------------- Michael Golden /s/ Arthur Sulzberger, Jr. --------------------------- Arthur Sulzberger, Jr. /s/ Cathy J. Sulzberger --------------------------- Cathy J. Sulzberger 2 -----END PRIVACY-ENHANCED MESSAGE-----