-----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, MdsvZ1a41GG9XfHWkAFBZTa9OsiL3OaSEpIN1BPiE4GV9F+mJoILZlpwNz9kRIr4 49Fy5ntDKetoTcZ18mfXTw== 0000950136-06-002987.txt : 20060418 0000950136-06-002987.hdr.sgml : 20060418 20060418141826 ACCESSION NUMBER: 0000950136-06-002987 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060418 DATE AS OF CHANGE: 20060418 GROUP MEMBERS: MORGAN STANLEY 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-16273 FILM NUMBER: 06764427 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: Morgan Stanley Investment Management LTD CENTRAL INDEX KEY: 0001358504 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 25 CABOT SQUARE, CANARY WHARF CITY: LONDON STATE: X0 ZIP: E144QA BUSINESS PHONE: 011 44 7425 8000 MAIL ADDRESS: STREET 1: 25 CABOT SQUARE, CANARY WHARF CITY: LONDON STATE: X0 ZIP: E144QA SC 13D 1 file001.htm SCHEDULE 13D




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                  SCHEDULE 13D
                                 (RULE 13d-101)

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
             AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

                                NEW YORK TIMES CO
                                (Name of Issuer)

                              Class A Common Stock
                         (Title of Class of Securities)

                                    650111107
                                 (CUSIP Number)

                                Barry Fink, Esq.
                                 Morgan Stanley
                           1221 Avenue of the Americas
                               New York, NY 10020
                                 (212) 762-7975
          (Name, Address and Telephone Number of Persons Authorized to
                       Receive Notices and Communications)


                                 April 18, 2006
             (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [X]



The information required on this cover page shall not be deemed to be "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Act"), or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.


 ---------------------------                               --------------------
| CUSIP Number    650111107 |         13D                 | PAGE 2 OF 17 PAGES |
 ---------------------------                               --------------------

- ------------- ------------------------------------------------------------------
     1        NAMES OF REPORTING PERSONS
              I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
              Morgan Stanley
              IRS #36-314-5972

- ------------- ------------------------------------------------------------------
     2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)|_|
                                                                          (b)|X|
- ------------- ------------------------------------------------------------------
     3        SEC USE ONLY
- ------------- ------------------------------------------------------------------
     4        SOURCE OF FUNDS
              WC
- ------------- ------------------------------------------------------------------
     5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
              REQUIRED PURSUANT TO ITEM 2(d) or 2(e)                         |X|
- ------------- ------------------------------------------------------------------
     6        CITIZENSHIP OR PLACE OF ORGANIZATION
              The state of organization is Delaware.
- ------------- ------------------------------------------------------------------
    NUMBER OF                  7       SOLE VOTING POWER
     SHARES                            7,124,993
  BENEFICIALLY             ----------- -----------------------------------------
    OWNED BY                   8       SHARED VOTING POWER
      EACH                             357
   REPORTING               ----------- -----------------------------------------
  PERSON WITH                  9       SOLE DISPOSITIVE POWER
                                       8,062,808
                           ----------- -----------------------------------------
                               10      SHARED DISPOSITIVE POWER
                                       357
- -------------------------- ----------- -----------------------------------------
     11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
              8,063,165
- ------------- ------------------------------------------------------------------
     12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
              CERTAIN SHARES                                                 |_|
- ------------- ------------------------------------------------------------------
     13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
              5.6%
- ------------- ------------------------------------------------------------------
     14       TYPE OF REPORTING PERSON
              CO, HC
- ------------- ------------------------------------------------------------------



 ---------------------------                               --------------------
| CUSIP Number    650111107 |         13D                 | PAGE 3 OF 17 PAGES |
 ---------------------------                               --------------------

- ------------- ------------------------------------------------------------------
     1        NAMES OF REPORTING PERSONS
              I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
              Morgan Stanley Investment Management Limited
- ------------- ------------------------------------------------------------------
     2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)|_|
                                                                          (b)|X|
- ------------- ------------------------------------------------------------------
     3        SEC USE ONLY
- ------------- ------------------------------------------------------------------
     4        SOURCE OF FUNDS
              WC
- ------------- ------------------------------------------------------------------
     5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
              PURSUANT TO ITEM 2(d) or 2(e)                                  |_|
- ------------- ------------------------------------------------------------------
     6        CITIZENSHIP OR PLACE OF ORGANIZATION
              The country of citizenship is the United Kingdom.
- ------------- ------------------------------------------------------------------
    NUMBER OF                  7       SOLE VOTING POWER
     SHARES                            6,823,737
  BENEFICIALLY             ----------- -----------------------------------------
    OWNED BY                   8       SHARED VOTING POWER
      EACH                             0
   REPORTING               ----------- -----------------------------------------
  PERSON WITH                  9       SOLE DISPOSITIVE POWER
                                       7,512,370
                           -------------------------- ----------- --------------
                               10      SHARED DISPOSITIVE POWER
                                       0
- -------------------------- ----------- -----------------------------------------
     11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
              7,512,370
- ------------- ------------------------------------------------------------------
     12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
              EXCLUDES CERTAIN SHARES                                        |_|
- ------------- ------------------------------------------------------------------
     13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
              5.2%
- ------------- ------------------------------------------------------------------
     14       TYPE OF REPORTING PERSON
              IA, CO, HC
- ------------- ------------------------------------------------------------------


 ---------------------------                               --------------------
| CUSIP Number    650111107 |         13D                 | PAGE 4 OF 17 PAGES |
 ---------------------------                               --------------------

Item 1.           Security and Issuer.
- ------            -------------------

                  This statement relates to the Class A common stock, $0.10 par
value (the "Class A Common Stock"), of The New York Times Company, a New York
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 229 W. 43rd St., New York, New York 10036.

Item 2.           Identity and Background.
- ------            -----------------------

                  (a) This statement is filed jointly by the entities listed
below which are referred to herein as the "Reporting Persons":

                           (i) Morgan Stanley, a company organized in the State
                           of Delaware ("MS"); and

                           (ii) Morgan Stanley Investment Management Limited, a
                           limited company organized under the laws of England
                           and Wales ("MSIM") and is a wholly-owned subsidiary
                           of MS.

                  Principal business:

                  (b-c) MS' principal business and principal office is located
at 1585 Broadway, New York, NY 10036. MSIM's principal business and principal
office is located at 25 Cabot Square, Canary Wharf, London E14 4QA, United
Kingdom. MS is a major international banking and financial firm and MSIM is one
of the entities comprising the investment management division of MS. The name,
business address, present principal occupation or employment and citizenship of
each director and executive officer of MS and MSIM is set forth on Schedule A
and B.

                  (d-e) Neither of the Reporting Persons, nor to the best of the
Reporting Persons' knowledge, any of the persons identified on Schedules A or B
hereto has, during the last five years, (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws, other than, in the case of clause (ii),
as described in Exhibit 1 hereto.

                  (f) The citizenship of MS is Delaware and the citizenship of
MSIM is the United Kingdom.

Item 3.           Source and Amount of Funds or Other Consideration.
- ------            -------------------------------------------------

                  The Reporting Persons obtained all of such funds from
available funds of clients.


 ---------------------------                               --------------------
| CUSIP Number    650111107 |         13D                 | PAGE 5 OF 17 PAGES |
 ---------------------------                               --------------------

Item 4.           Purpose of Transaction.
- ------            ----------------------

                  From time to time, the Reporting Persons acquired shares in
the ordinary course of business for investment purposes and have held a continue
to hold such shares in such capacity.

                  The Reporting Persons withheld their vote for Management's
slate of directors to be elected by the Class A Common Stock at the Issuer's
annual meeting held on April 18, 2006. The Issuer's current dual class common
stock structure effectively entitles the Issuer's Class B common stock, $0.10
par value (the "Class B Common Stock"), to all of the shareholders' voting
rights and to elect two-thirds of members of the Issuer's board of directors
(the "Board").

                  The Reporting Persons believe that the dual-class voting
structure at the New York Times Company, which is an exception to the general
rule of one-share, one-vote, creates special privileges as well as
responsibilities. The Reporting Persons contend that the Board and management at
the New York Times Company have failed to fulfill these responsibilities
effectively. While it may have at one time been designed to protect the
editorial independence and the integrity of the news franchise, the dual-class
voting structure now fosters a lack of accountability to all of the company's
shareholders.

                  Over the past several years, The New York Times Company has
consistently underperformed its peers. Its market value has declined by 52%
since its peak in June 2002. The share price has fallen by 29%, 38% and 33% in
the one, three and five year periods to the end of March 31, 2006. Despite
significant underperformance, management's total compensation is substantial and
has increased considerably over this period. As a long-term, committed
shareholder since 1996, the Reporting Persons have privately conveyed their
concerns to the Issuer's Board and senior management on a number of occasions
and have suggested substantive strategies to operate the business better and
more efficiently allocate capital. However, to date, the Board and management
have failed to take the actions necessary to improve operational and financial
performance.

                  The Reporting Persons are filing this statement on Schedule
13D because they are dissatisfied with the lack of accountability of the Board
and management to the Issuer's public shareholders and the resultant lack of the
progress that the Issuer has made to enhance shareholder value. The Reporting
Persons want the Board and controlling Class B shareholders to amend the
Issuer's capital structure in order to combine the Class A Common Stock and
Class B Common Stock into a single class of common stock with the same rights,
preferences and other privileges. The Reporting Persons believe that
de-classifying the share structure of the New York Times Company will foster a
culture of accountability that will ultimately benefit all shareholders,
including Class B shareholders, by improving the financial and operational
performance of the business and closing the gap between the market price of the
stock and its intrinsic value.

                  The Reporting Persons purchased the Class A Common Stock based
on the Reporting Persons' belief that the Class A Common Stock at current market
prices are undervalued and represent an attractive investment opportunity.
Depending upon overall market conditions, other investment opportunities
available to the Reporting Persons, and the availability of Class A Common Stock
at prices that would make the purchase of additional


 ---------------------------                               --------------------
| CUSIP Number    650111107 |         13D                 | PAGE 6 OF 17 PAGES |
 ---------------------------                               --------------------

Class A Common Stock desirable, the Reporting Persons may endeavor to increase
their position in the Issuer through, among other things, the purchase of Class
A Common Stock on the open market or in private transactions or otherwise, on
such terms and at such times as the Reporting Persons may deem advisable.

                  The Reporting Persons intend to review their investment in the
Issuer on a continuing basis and may engage in discussions with management and
the Board concerning the business, operations and future plans of the Issuer.
Depending on various factors including, without limitation, the Issuer's
financial position and investment strategy, the price levels of the Class A
Common Stock, conditions in the securities markets and general economic and
industry conditions, the Reporting Persons may in the future take such actions
with respect to its investment in the Issuer as it deems appropriate including,
without limitation, seeking Board representation, engaging financial, legal and
other advisors, making proposals to the Issuer concerning changes to the
capitalization, ownership structure or operations of the Issuer, changes to the
overall strategic direction of the Issuer, merger and/or sale opportunities,
communicating with other shareholders regarding the company, purchasing
additional Class A Common Stock, selling some or all of its Class A Common
Stock, engaging in short selling of or any hedging or similar transaction with
respect to the Class A Common Stock or changing its intention with respect to
any and all matters referred to in Item 4.

                  Except as set forth herein, no contract, arrangement,
relationship or understanding (either oral or written) exists with the Reporting
Persons as to the acquisition, disposition, voting or holding of shares. Except
as set forth herein, the Reporting Person has no present plan or proposal that
would result in or relate to any of the transactions required to be described in
Item 4 of Schedule 13D.



Item 5.           Interest in Securities of the Issuer.
- ------            ------------------------------------

                  (a) For the purposes of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), MS may be
deemed to beneficially own 8,063,165 shares of Class A Common Stock, or
approximately 5.6% of the outstanding shares of Class A Common Stock. MS does
not have any voting power over 937,518 shares of such Class A Common Stock. MS
is filing solely in its capacity as parent company of, and indirect beneficial
owner of securities held by, its investment management business units.

                      For the purposes of Rule 13d-3 promulgated under the
Exchange Act, MSIM may be deemed to beneficially own 7,512,370 shares of Class A
Common Stock, or approximately 5.2% of the outstanding shares of Class A Common
Stock. MSIM does not have any voting power over 688,663 shares of such Class A
Common Stock.

                      The Reporting Persons do not affirm the existence of a
group and are filing this statement jointly pursuant to Rule 13d-1(k)(1)
promulgated under the Exchange Act.

                  (b) By virtue of the relationship previously reported under
Item 2 of this statement, MS may be deemed to have shared voting and dispositive
power with respect to the shares of Class A Common Stock owned by MS and MSIM.


 ---------------------------                               --------------------
| CUSIP Number    650111107 |         13D                 | PAGE 7 OF 17 PAGES |
 ---------------------------                               --------------------

                  (c) During the past 60 days MSIM has effected the transactions
in the Class A Common Stock set forth in Schedule C.

                  (d) By virtue of the relationships described in Item 2 of this
statement, MS may be deemed to have the power to direct the receipt of dividends
declared on the shares of Class A Common stock held by MSIM and the proceeds
from the sale of the shares of Class A Common Stock.

                  (e) Not applicable.

Item 6.           Contracts, Arrangements, Understandings or Relationships With
- ------            --------------------------------------------------------------
                  Respect to Securities of the Issuer.
                  ---------- ------------------------

                  None.


Item 7.           Material to be Filed as Exhibits.
- ------            --------------------------------

                  Exhibit 2: Joint Filing Agreement



 ---------------------------                               --------------------
| CUSIP Number    650111107 |         13D                 | PAGE 8 OF 17 PAGES |
 ---------------------------                               --------------------

SIGNATURES

                  After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Dated:  April 18, 2006           Morgan Stanley


                                 /s/ Dennine Bullard
                                 ---------------------------------------------
                                 By: Dennine Bullard
                                 Title: Authorized Signatory

                                 Morgan Stanley Investment Management Limited



                                 /s/ Hywel D. George
                                 ---------------------------------------------
                                 By: Hywel D. George
                                 Title:  Authorized Signatory



 ---------------------------                               --------------------
| CUSIP Number    650111107 |         13D                 | PAGE 9 OF 17 PAGES |
 ---------------------------                               --------------------


                                   SCHEDULE A

               EXECUTIVE OFFICERS AND DIRECTORS OF MORGAN STANLEY


         The names of the Directors and the names and titles of the Executive
Officers of Morgan Stanley and their principal occupations are set forth below.
The business address of each of the Directors or Executive Officers is that of
Morgan Stanley at 1585 Broadway, New York, New York 10036. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
Morgan Stanley and each individual is a United States citizen.



Name, Business Address                    Present Principal Occupation
- ----------------------                    ----------------------------


*Roy J. Bostock                           Chairman of the Partnership for a Drug Free America

*Erskine B. Bowles                        President of the University of North Carolina

*Sir Howard J. Davies(1)                  Director, London School of Economics and Political Science

*C. Robert Kidder                         Principal, Stonehenge Partners, Inc.

*John J. Mack                             Chairman of the Board and Chief Executive Officer

*Donald T. Nicolaisen                     Director

*Charles H. Noski                         Director

*Hutham S. Olayan                         President and Chief Executive Officer  and Director of Olayan America
                                          Corporation

*O. Griffith Sexton                       Adjunct Professor of finance at Columbia Business School

*Dr. Laura D'Andrea Tyson                 Dean of the London Business School

*Dr. Klaus Zumwinkel(2)                   Chairman of the Board of Management, Deutsche Post AG

Walid A. Chammah                          Head of Investment Banking

Jonathan Chenevix-Trench(3)               Chairman, Morgan Stanley International

Zoe Cruz                                  Co-President

Thomas Daula                              Chief Risk Officer

James P. Gorman                           President and COO, Global Wealth Management Group

David Heleniak                            Vice Chairman

- -----------------------------------------------
(1)  Sir Howard Davies is a citizen of the United Kingdom

(2)  Klaus Zumwinkel is a German citizen

(3)  Jonathan Chenevix-Trench is a citizen of the United Kingdom

 ---------------------------                              --------------------
| CUSIP Number    650111107 |         13D                | PAGE 10 OF 17 PAGES |
 ---------------------------                              --------------------



Roger C. Hochschild                       President and COO, Discover Financial Services

Jerker Johansson(4)                       Co-Head of Institutional Sales and Trading

Gary G. Lynch                             Chief Legal Officer

Alasdair Morrison(5)                      Chairman and CEO, Morgan Stanley Asia

Eileen Murray                             Head of Global Operations and Technology

David W. Nelms                            Chairman and CEO, Discover Financial Services

Thomas Nides                              Chief Administrative Officer and Secretary

Robert W. Scully                          Co-President

Neal A. Shear                             Co-Head of Institutional Sales and Trading

David H. Sidwell                          Executive Vice President and Chief Financial Officer

Cordell G. Spencer(6)                     Deputy Head of Investment Banking

Owen D. Thomas                            President and COO, Investment Management




* Director











- -----------------------------------------------
(4)  Jerker Johansson is a Swedish citizen

(5)  Alasdair Morrison is a citizen of the United Kingdom

(6)  Cordell Spencer is a Canadian citizen

 ---------------------------                              --------------------
| CUSIP Number    650111107 |         13D                | PAGE 11 OF 17 PAGES |
 ---------------------------                              --------------------



                                   SCHEDULE B

          EXECUTIVE OFFICERS AND DIRECTORS OF MORGAN STANLEY INVESTMENT
                               MANAGEMENT LIMITED

         The names of the Directors and the names and titles of the Executive
Officers of MSIM and their principal occupations are set forth below. The
business address of each of the Directors or Executive Officers is that of MSIM
at 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to MSIM and each individual is a citizen of the United Kingdom.



Name, Business Address                    Present Principal Occupation*
- ----------------------                    -----------------------------


Michael S. Green                          Chief Executive Officer

Hywel D. George                           Chief Investment Officer, London Equity Group

J. David Germany                          Chief Investment Officer, Fixed Income Group

Peter Wright                              Co-Head, International Equity Group

Andrew Onslow                             Head of Operations

**Stefano Russo                           Head of Sales



*  All of the individuals set forth above are Directors.
** Stefano Russo is a citizen of Italy.


 ---------------------------                              --------------------
| CUSIP Number    650111107 |         13D                | PAGE 12 OF 17 PAGES |
 ---------------------------                              --------------------


                                   SCHEDULE C*

MSIM has effected the following sales of Class A Common Stock during the past 60
days:

DATE                       AMOUNT                 PRICE
- ----                       -------                -----
02/21/06                   489                    $27.91
02/22/06                   32                     $28.29
02/23/06                   2,471                  $28.50
02/23/06                   1,782                  $28.43
02/24/06                   86                     $28.29
02/24/06                   173                    $28.29
02/24/06                   1,772                  $28.29
02/24/06                   374                    $28.29
02/27/06                   2                      $28.90
02/27/06                   1                      $28.90
02/27/06                   12                     $28.90
02/28/06                   300                    $28.20
02/28/06                   6                      $28.28
03/01/06                   100                    $28.17
03/01/06                   703                    $27.93
03/01/06                   188                    $27.93
03/01/06                   222                    $28.17
03/02/06                   108                    $28.50
03/02/06                   123                    $28.16
03/02/06                   92                     $28.50
03/02/06                   104                    $27.87
03/07/06                   5                      $27.59
03/07/06                   3                      $27.59
03/09/06                   11                     $27.13
03/09/06                   2                      $27.13
03/10/06                   144                    $26.99
03/10/06                   4                      $27.11
03/10/06                   1                      $27.11
03/10/06                   4                      $27.11
03/10/06                   1                      $27.11
03/10/06                   3                      $27.11
03/10/06                   4                      $27.11
03/10/06                   4                      $27.11
03/13/06                   5                      $27.27
03/14/06                   1,689                  $27.23
03/14/06                   183                    $27.23
03/15/06                   211                    $26.17
03/16/06                   101                    $26.75
03/16/06                   18,264                 $26.64
03/17/06                   28,811                 $26.71
03/17/06                   2,762                  $26.45
03/17/06                   414                    $26.23
03/20/06                   7                      $26.08
03/21/06                   3,806                  $25.82
03/22/06                   2                      $25.17
03/22/06                   1                      $25.17
03/22/06                   1                      $25.17
03/23/06                   489                    $25.28
03/23/06                   3                      $25.48
03/23/06                   1                      $25.47
03/23/06                   1                      $25.48
03/23/06                   2                      $25.48
03/23/06                   80                     $25.28
03/23/06                   479                    $25.28
03/23/06                   42,635                 $25.22
03/27/06                   9,667                  $25.34
03/27/06                   14                     $25.33
03/28/06                   2,343                  $25.27
03/28/06                   1,275                  $25.27
03/29/06                   530                    $25.28
03/29/06                   190                    $25.28
03/29/06                   428                    $25.28



 ---------------------------                              --------------------
| CUSIP Number    650111107 |         13D                | PAGE 13 OF 17 PAGES |
 ---------------------------                              --------------------

03/29/06                   1,599                  $25.28
03/29/06                   15                     $25.28
03/29/06                   148                    $25.28
03/29/06                   273                    $25.28
03/29/06                   156                    $25.28
03/29/06                   3,004                  $25.28
03/29/06                   1,093                  $25.28
03/29/06                   50                     $25.31
03/30/06                   7,257                  $25.35
03/30/06                   4                      $25.32
03/31/06                   68                     $25.28
03/31/06                   75                     $25.28
03/31/06                   71                     $25.28
03/31/06                   300                    $25.29
03/31/06                   239                    $25.28
03/31/06                   187                    $25.28
04/03/06                   86                     $25.41
04/03/06                   86                     $25.41
04/03/06                   200                    $25.41
04/05/06                   447                    $25.25
04/05/06                   1                      $25.18
04/05/06                   27                     $25.25
04/05/06                   8                      $25.18
04/06/06                   1                      $25.44
04/06/06                   2                      $25.44
04/06/06                   1                      $25.44
04/06/06                   9                      $25.44
04/07/06                   59                     $25.49
04/07/06                   243                    $25.49
04/07/06                   59                     $25.49
04/07/06                   4                      $25.27
04/07/06                   428                    $25.49
04/07/06                   147                    $25.49
04/10/06                   187                    $24.82
04/11/06                   431                    $25.08
04/17/06                   438                    $25.00

MSIM has effected the following purchases of Class A Common Stock during the
past 60 days:

DATE                       AMOUNT                 PRICE
- ----                       -------                -----
02/21/06                   278                    $28.13
02/22/06                   97                     $28.31
02/22/06                   267                    $28.31
03/01/06                   200                    $28.37
03/01/06                   316                    $28.08
03/01/06                   11,588                 $28.05
03/02/03                   200                    $28.05
03/02/06                   14,624                 $27.91
03/02/06                   186                    $27.89
03/02/06                   13,142                 $27.91
03/03/06                   200                    $28.06
03/06/06                   4                      $27.79
03/07/06                   5,316                  $27.67



 ---------------------------                              --------------------
| CUSIP Number    650111107 |         13D                | PAGE 14 OF 17 PAGES |
 ---------------------------                              --------------------

03/07/06                   15,950                 $27.67
03/07/06                   249                    $27.67
03/07/06                   149                    $27.67
03/07/06                   168                    $27.67
03/07/06                   215                    $27.67
03/10/06                   3,395                  $27.04
03/13/06                   182                    $27.31
03/16/06                   3,943                  $26.78
03/16/06                   18,264                 $26.64
03/16/06                   79                     $26.67
03/17/06                   17                     $26.06
03/17/06                   12,357                 $26.24
03/17/06                   487                    $26.30
03/17/06                   2,607                  $26.30
03/17/06                   7,643                  $26.30
03/20/06                   11,279                 $26.17
03/20/06                   259                    $26.18
03/20/06                   1,193                  $26.17
03/20/06                   16,199                 $26.30
03/27/06                   7,059                  $25.35
03/28/06                   70                     $25.32
03/30/06                   11,268                 $25.35
03/30/06                   3,681                  $25.35
03/31/06                   311                    $25.36
03/31/06                   10,924                 $25.35
04/03/06                   100                    $25.39
04/06/06                   921                    $25.17
04/06/06                   3,115                  $25.17
04/06/06                   5                      $25.31
04/11/06                   222                    $25.02


         Other than the transactions described above, to the best of the
Reporting Persons' knowledge, none of the executive officers and directors of
the Reporting Persons (listed on attached Schedules A and B) nor any other
Reporting Person have effected any transactions in the Class A Common Stock
during the past 60 days.

EX-1 2 file002.htm EXHIBIT 1


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                                    EXHIBIT 1

Unless the context otherwise requires, the term "Morgan Stanley" means Morgan
Stanley and its consolidated subsidiaries.

         (a) In April 2003, Morgan Stanley & Co. Incorporated ("MS&Co."), along
         with nine other financial services firms operating in the U.S., reached
         a settlement with the Securities and Exchange Commission ("SEC"), the
         New York State Attorney General's Office, the New York Stock Exchange
         ("NYSE"), the National Association of Securities Dealers, Inc.
         ("NASD"), and the North American Securities Administrators Association
         (on behalf of state securities regulators) to resolve their
         investigations relating to alleged research conflicts of interest.
         Without admitting or denying allegations with respect to violations of
         certain rules of the NYSE and NASD relating to investment research
         activities (there were no allegations of fraud or federal securities
         law violations made against MS&Co.), Morgan Stanley agreed, among other
         things, to (1) pay $25 million as a penalty, (2) pay $25 million as
         disgorgement of commissions and other monies, (3) provide $75 million
         over five years to make available independent third-party research to
         clients and (4) be permanently enjoined from violating certain rules of
         the NYSE and NASD relating to investment research activities.

         (b) In November 2003, Morgan Stanley DW Inc. ("MSDWI") consented,
         without admitting or denying the findings, to an entry of an order (the
         "Order") that resolved the SEC's and NASD's investigations into certain
         practices relating to MSDWI's offer and sale of certain mutual funds
         from January 1, 2000 to the date of the Order. Pursuant to the Order,
         MSDWI was ordered to (1) cease and desist from committing any
         violations and any future violations of Section 17(a)(2) of the
         Securities Act of 1933, as amended, and Rule 10b-10 under the
         Securities Exchange Act of 1934, as amended, (2) distribute for the
         benefit of certain customers who purchased funds through MSDWI pursuant
         to marketing arrangements between MSDWI and certain mutual fund
         complexes the amount of $50 million and (3) make certain disclosures
         and take certain other actions with respect to proprietary mutual
         funds.

         (c) In November 2004, Morgan Stanley reached a settlement with the SEC
         to resolve an informal accounting investigation by executing an offer
         of settlement and agreeing to entry of a cease-and-desist order. The
         SEC found that Morgan Stanley valued certain impaired aircraft in its
         aircraft leasing business in late 2001, late 2002 and early 2003, and
         certain bonds in its high-yield bond portfolio in late 2000, in a
         manner that did not comply with generally accepted accounting
         principles, and thus violated financial reporting, recordkeeping and
         internal control provisions of the federal securities laws. The
         resolution did not involve any restatement of past financial
         statements, any monetary penalty or any allegation of fraud.

         (d) In December 2004, MS&Co. and MSDWI reached a settlement with the
         NYSE under which Morgan Stanley executed two stipulations of facts and
         consent to penalty. The first stipulation was with respect to Morgan
         Stanley's failure to comply with certain prospectus delivery
         requirements, operational deficiencies and other matters, and


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         included a fine of $13 million. The second stipulation was with respect
         to employee defalcations, and included a fine of $6 million.

         (e) In January 2005, the SEC announced a settlement with MS&Co. and
         Goldman Sachs & Co. resolving the SEC's investigation relating to
         initial public offering ("IPO") allocation practices. The SEC filed a
         settled civil injunction action in the United States District Court for
         the District of Columbia against MS&Co. relating to the allocation of
         stock to institutional customers in IPOs underwritten during 1999 and
         2000. Under the terms of the settlement, Morgan Stanley agreed, without
         admitting or denying the allegations, to the entry of a judgment
         enjoining it from violating Rule 101 of Regulation M and the payment of
         a $40 million civil penalty. The court approved the settlement on
         February 4, 2005. The complaint alleges that MS&Co. violated Rule 101
         of Regulation M by attempting to induce certain customers who received
         allocations of IPOs to place purchase orders for additional shares in
         the aftermarket.

In addition, MS&Co. and MSDWI have been involved in a number of civil
proceedings which concern matters arising in connection with the conduct of its
business. Certain of such proceedings have resulted in findings of violation of
federal or state securities laws. Each of these proceedings was settled by
MS&Co. and MSDWI consenting to the entry of an order without admitting or
denying the allegations in the complaint. All of such proceedings are reported
and summarized in the MS&Co. Form BD and the MSDWI Form BD filed with the SEC,
which descriptions are hereby incorporated by reference.

EX-2 3 file003.htm JOINT FILING STATEMENT


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                                    EXHIBIT 2

         In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, each of the persons named below agrees to the joint filing of
Statement on Schedule 13D (including amendments thereto) with respect to the
Class A Common Stock, par value $0.10, of the New York Times Company, a New York
corporation, and further agrees that this Joint Filing Agreement be included as
an exhibit to such filings provided that, as contemplated by Section
13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of
the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate. This
Joint Filing Agreement may be executed in any number of counterparts, all of
which together shall constitute one and the same instrument.

Dated:  April 18, 2006              Morgan Stanley


                                    /s/ Dennine Bullard
                                    -------------------------------------------
                                    By: Dennine Bullard
                                    Title: Authorized Signatory

                                    Morgan Stanley Investment Management Limited



                                    /s/ Hywel D. George
                                    -------------------------------------------
                                    By: Hywel D. George
                                    Title:  Authorized Signatory

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