-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, CLHX3xo9ymvNv3fBB1ypuV3wmUYCu3Cepqjk+lpZ9p9eLxshbVqLsTbDJfnX5d0P KhjZikJgWbqkuHZULa5v/A== 0000950112-94-000285.txt : 19940207 0000950112-94-000285.hdr.sgml : 19940207 ACCESSION NUMBER: 0000950112-94-000285 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940204 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: 2711 IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 34 SEC FILE NUMBER: 005-13851 FILM NUMBER: 94504675 BUSINESS ADDRESS: STREET 1: 229 W 43RD ST CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125561234 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAYLOR WILLIAM O CENTRAL INDEX KEY: 0000900650 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O GLOBE NEWSPAPER COMPANY STREET 2: 135 MORRISSEY BLVD P O BOX 2378 CITY: BOSTON STATE: MA ZIP: 02107-2378 BUSINESS PHONE: 6179293300 SC 13G 1 WILLIAM O. TAYLOR SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A) * THE NEW YORK TIMES COMPANY (Name of Issuer) CLASS A COMMON STOCK (Title of Class of Securities) No. 650111107 (CUSIP Number) Check the following box if a fee is being paid with this statement (X). (A fee is not required only if the filing 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 the disclosures provided in a prior cover page. The information required in 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). (Continued on following page(s)) Page 1 of 7 Pages 13G CUSIP No. 650111107 Page 2 of 7 Pages - ---------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person William O. Taylor ###-##-#### - ---------------------------------------------------------------------------- 2. Check The Appropriate Box If A Member Of A Group* (a) (b) (X) - ---------------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------------- 4. Citizenship or Place of Organization - ---------------------------------------------------------------------------- 5. Sole Voting Power Number of 253,552 Shares Beneficially 6. Shared Voting Power Owned By 8,355,376 Each Reporting 7. Sole Dispositive Power Person 253,978 with 8. Shared Dispositive Power 8,354,950 - ---------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned By Each Reporting Person 8,608,928 - ---------------------------------------------------------------------------- 10. Check Box If The Aggregate Amount in Row (9) Excludes Certain Shares* See Exhibit I. - ---------------------------------------------------------------------------- 11. Percent of Class Represented By Amount in Row 9 8.09% - ---------------------------------------------------------------------------- 12. Type of Reporting Person* IN - ---------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! WOT Schedule 13G Page 3 of 7 Pages. Cusip No. 650111107 Item 1(a). Name of Issuer: The New York Times Company Item 1(b). Address of Issuer's Principal Executive Offices: 229 West 43rd Street New York, NY 10036 Item 2(a). Name of Person Filing: William O. Taylor Item 2(b). Address of Principal Business office or, if none, Residence: 135 Morrissey Boulevard P.O. Box 2378 Boston, MA 02107-2378 Item 2(c). Citizenship: United States Item 2(d). Title of Class of Securities: Class A Common Stock, $.10 par value. Item 2(e). CUSIP Number: 650111107 Item 3. This statement is not filed pursuant to Rules 13(d)-1(b) or 13d-2(b). Item 4. Ownership: (a) Amount beneficially owned: 8,608,928 (see Exhibit I attached hereto). (b) Percent of class: 8.09% (see Exhibit I attached hereto). (c) Number of shares owned by William O. Taylor: (i) sole power to vote or to direct the vote: 253,552. (ii) shared power to vote or to direct the vote: 8,355,376. (iii) Sole power to dispose or to direct the disposition of: 253,978. (iv) shared power to dispose of or to direct the disposition of: 8,354,950. Item 5. Ownership of Five Percent or less of a Class: Not Applicable. WOT Schedule 13G Page 4 of 7 Pages. Cusip No. 650111107 Item 6. Ownership of More than Five Percent on Behalf of Another Person: Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, some but not all of the securities listed in Item 4(a), but except as indicated on Exhibit I attached hereto, no one person to the extent of more than five percent of the outstanding shares of the Issuer's Class A Common Stock. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Not applicable. Item 8. Identification and Classification of Members of the Group: Not applicable. Item 9. Notice of Dissolution of the Group: Not applicable. Item 10. Certification: Not applicable. Signature: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 4, 1994 Signature: /s/ WILLIAM O. TAYLOR ----------------------- Name/Title: William O. Taylor WOT Schedule 13G Page 5 of 7 Pages. Cusip No. 650111107 EXHIBIT I The New York Times Company (the "Company") has one class of common stock, Class A Common Stock $.10 per value ("A Stock"), registered pursuant to Section 12 of the Securities Exchange Act. As of December 31, 1993, deeming the shares of A Stock subject to options exercisable at any time within 60 days of December 31, 1993, to be issued and outstanding shares of A Stock as of that date, I beneficially owned 8,608,931 shares of the Company's A Stock, or 8.09% of the A Stock outstanding on that date. I have the voting and dispositive power for certain shares of A Stock of which I am a beneficial owner as indicated below: Sole Shared Sole Shared Beneficial Voting Voting Investment Investment Holder Power Power Power Power - ---------- ----- ----- ----- ----- William O. Taylor 218,376 218,376 William O. Taylor Trust Trustees: Fiduciary Trust Company William O. Taylor 8,437 8,437 James D. Colt William O. Taylor 35,176 35,176 (options to acquire shares of A Stock exercisable within 60 days of 12/31/93) Evans S. Pillsbury III Unitrust 96,900 96,900 Trustees: William O. Taylor Boston Safe Deposit & Trust Co. I own 6,608,787 shares as one of three Jordan Trust trustees, with respect to which I have shared voting and dispositive power. Under the terms of the Jordan Trust, there are at present six trusts for the benefit of the issue of its testator, Eben D. Jordan who died in 1895. All six trusts will terminate in 1996. Below are indicated the income beneficiaries of each trust and the number of shares of A Stock in each trust: # of Shares Income Beneficiary(ies) In Trust ----------------------- -------- 1. Dorothy R. Kidder 2,213,256 2. Jeremy P.F. Clay 1,009,506 3. Bridget F. Symonds 1,009,507 4. Lucilla Clay 81,631 5. Peter Robert Clay 81,631 6. Seven beneficiaries (no one of whom is entitled to more than 1/6th of the income of such trust) 2,213,256 WOT Schedule 13G Page 6 of 7 Pages. Cusip No. 650111107 Ownership of all of the shares of A Stock held in the foregoing six sub- trusts is in a single voting trust, the Jordan Voting Trust, which terminates on January 16, 1996. I, together with Roland D. Grimm and Robert A. Lawrence, are the voting trustees under the Jordan Voting Trust and share all voting rights with respect to the shares of A Stock held in the Voting Trust. Until January 16, 1996, we trustees are required to vote the shares of A Stock held in the Voting Trust as recommended by the Company's Board of Directors as specified in a Stockholders Agreement dated June 11, 1993 among the Company and certain persons, including the Voting Trust who are now beneficial holders of shares of A Stock (the "Stockholders Agreement"). Dispositive power with respect to such shares continues to be shared by the three of us as trustees under the Jordan Will. Voting Trust certificates have been issued by the Jordan Voting Trust to the trustees under the Jordan Will for the benefit of each of the six individual or group beneficiaries under the Jordan Will referred to above, in an amount equivalent to a respective number of shares of A Stock formerly held in such beneficiary's or group's sub-trust under the Jordan Will. I am one of the five voting trustees of the Globe Voting Trust. As of December 31, 1993, the Globe Voting Trust was the record holder of 4,821,120 shares of A Stock. The Globe Voting Trust had outstanding on that date an equal number of Units. Each Unit in effect represents one share of A Stock. The certificates representing Units are held principally by various descendants of General Charles H. Taylor or by trusts for their benefits. The Globe Voting Trust will terminate on September 30, 2003, but may be terminated sooner, by a unanimous vote of the Globe Voting Trust voting trustees or by action of the holders of 66-2/3% or more of the outstanding Globe Voting Trust Units. Except for major corporate transactions such as mergers or dispositions of substantially all of the Company's property, the Globe Voting Trust voting trustees have sole power to exercise voting rights of stockholders with respect to shares of A Stock held by the trust. Until January 16, 1996, the trustees are required to vote some of the shares of A Stock held by the trust as recommended by the Company's Board of Directors as specified in the Stockholders Agreement. The trustees of the Globe Voting Trust have no power to dispose of or to direct the disposition of shares of A Stock held by the Globe Voting Trust. Holders of Globe Voting Trust Units, subject to disposition restrictions of the Globe Voting Trust, have the power to dispose of or to direct the disposition of Globe Voting Trust Units or the underlying shares of A Stock. I have voting and dispositive power with respect to shares of A Stock held in the Globe Voting Trust as indicated in the following table: Shared Sole Shared Holders of Globe Voting Investment Investment Voting Trust Units Power Power Power - ------------------ ----- ----- ----- William O. Taylor 426 426 C.H. Taylor 1993 Globe Trust 199,656 199,656 Trustees: Charles H. Taylor, Jr. William O. Taylor Boston Safe Deposit & Trust Co. WOT Schedule 13G Page 7 of 7 Pages. Cusip No. 650111107 Shared Sole Shared Globe Voting Voting Investment Investment Trust Holder Power Power Power - ------------ ----- ----- ----- C.H. Taylor Globe Family Trust 248,400 248,400 Trustees: Charles H. Taylor, Jr. William O. Taylor Boston Safe Deposit & Trust Co. Elizabeth T. Fessenden Trust 625,816 625,816 Trustees: William O. Taylor Edward L. Bigelow Neil W. Rice Evans S. Pillsbury III Marital Trust 311,318 311,318 Trustees: William O. Taylor Boston Safe Deposit & Trust Co. Evans S. Pillsbury III Residual Trust 192,218 192,218 Trustees: William O. Taylor Boston Safe Deposit & Trust Co. William O. Taylor Trust 63,418 63,418 Trustees: Fiduciary Trust Company William O. Taylor James D. Colt In computing the aggregate number of shares beneficially owned by me, I have excluded those shares of A Stock in which I have beneficial interest solely because I am a voting trustee of the Globe Voting Trust, since as a voting trustee of the Globe Voting Trust, I expressly disclaim a beneficial interest in such shares. Under the terms of the Globe Voting Trust, persons other than myself have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Units of the Globe Voting Trust, but no one person to the extent of more than five percent of the outstanding shares of A Stock. -----END PRIVACY-ENHANCED MESSAGE-----