0000950142-08-000310.txt : 20080211 0000950142-08-000310.hdr.sgml : 20080211 20080211080416 ACCESSION NUMBER: 0000950142-08-000310 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20080211 DATE AS OF CHANGE: 20080211 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: 08591163 BUSINESS ADDRESS: STREET 1: 620 EIGHTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 620 EIGHTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. CENTRAL INDEX KEY: 0001233563 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: HARBERT DISTRESSED INVESTMENT MASTER FUND LTD DATE OF NAME CHANGE: 20030516 SC 13D 1 sc13d_nytimes.htm SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)

(Amendment No. _ )*

The New York Times Company

(Name of Issuer)

Class A Common Stock (par value $0.10 per share)

(Title of Class of Securities)

650111107

(CUSIP Number)

William R. Lucas, Jr.

One Riverchase Parkway South

Birmingham, Alabama 35244

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

January 30, 2008

(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 o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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. 650111107

Page 2 of 24

1	NAME OF REPORTING PERSONS

Harbinger Capital Partners Master Fund I, Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	o
	(b)	x
3	SEC USE ONLY

4	SOURCE OF FUNDS

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 8,017,608 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 8,017,608

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,017,608

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.61%

14	TYPE OF REPORTING PERSON*

CUSIP No. 650111107

Page 3 of 24

1	NAME OF REPORTING PERSONS

	Harbinger Capital Partners Offshore Manager, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

7 SOLE VOTING POWER
0

8 SHARED VOTING POWER
8,017,608

9 SOLE DISPOSITIVE POWER
0

10 SHARED DISPOSITIVE POWER
8,017,608


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,017,608

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.61%

14	TYPE OF REPORTING PERSON*

CUSIP No. 650111107

Page 4 of 24

1	NAME OF REPORTING PERSONS

HMC Investors, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

7 SOLE VOTING POWER
0

8 SHARED VOTING POWER
8,017,608

9 SOLE DISPOSITIVE POWER
0

10 SHARED DISPOSITIVE POWER
8,017,608


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,017,608

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.61%

14	TYPE OF REPORTING PERSON*

CUSIP No. 650111107

Page 5 of 24

1	NAME OF REPORTING PERSONS

Harbinger Capital Partners Special Situations Fund, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

7 SOLE VOTING POWER
0

8 SHARED VOTING POWER
6,232,392

9 SOLE DISPOSITIVE POWER
0

10 SHARED DISPOSITIVE POWER
6,232,392

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,232,392

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.36%

14	TYPE OF REPORTING PERSON*

CUSIP No. 650111107

Page 6 of 24

1	NAME OF REPORTING PERSONS

Harbinger Capital Partners Special Situations GP, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

7 SOLE VOTING POWER
0

8 SHARED VOTING POWER
6,232,392

9 SOLE DISPOSITIVE POWER
0

10 SHARED DISPOSITIVE POWER
6,232,392

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,232,392

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.36%

14	TYPE OF REPORTING PERSON*

CUSIP No. 650111107

Page 7 of 24

1	NAME OF REPORTING PERSONS

HMC - New York, Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

7 SOLE VOTING POWER
0

8 SHARED VOTING POWER
6,232,392

9 SOLE DISPOSITIVE POWER
0

10 SHARED DISPOSITIVE POWER
6,232,392

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,232,392

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.36%

14	TYPE OF REPORTING PERSON*

CUSIP No. 650111107

Page 8 of 24

1	NAME OF REPORTING PERSONS

Harbert Management Corporation

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION

Alabama

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

7 SOLE VOTING POWER
0

8 SHARED VOTING POWER
14,250,000

9 SOLE DISPOSITIVE POWER
0

10 SHARED DISPOSITIVE POWER
14,250,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,250,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.96%

14	TYPE OF REPORTING PERSON*

CUSIP No. 650111107

Page 9 of 24

1	NAME OF REPORTING PERSONS

Philip Falcone

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

7 SOLE VOTING POWER
0

8 SHARED VOTING POWER
14,250,000

9 SOLE DISPOSITIVE POWER
0

10 SHARED DISPOSITIVE POWER
14,250,000


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,250,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.96%

14	TYPE OF REPORTING PERSON*

CUSIP No. 650111107

Page 10 of 24

1	NAME OF REPORTING PERSONS

Raymond J. Harbert

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

7 SOLE VOTING POWER
0

8 SHARED VOTING POWER
14,250,000

9 SOLE DISPOSITIVE POWER
0

10 SHARED DISPOSITIVE POWER
14,250,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,250,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.96%

14	TYPE OF REPORTING PERSON*

CUSIP No. 650111107

Page 11 of 24

1	NAME OF REPORTING PERSONS

Michael D. Luce

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

7 SOLE VOTING POWER
0

8 SHARED VOTING POWER
14,250,000

9 SOLE DISPOSITIVE POWER
0

10 SHARED DISPOSITIVE POWER
14,250,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,250,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.96%

14	TYPE OF REPORTING PERSON*

CUSIP No. 650111107

Page 12 of 24

1	NAME OF REPORTING PERSONS

Harbinger Capital Partners NY, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

7 SOLE VOTING POWER
0

8 SHARED VOTING POWER
10,599,717

9 SOLE DISPOSITIVE POWER
0

10 SHARED DISPOSITIVE POWER
10,599,717

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,599,717

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.41%

14	TYPE OF REPORTING PERSON*

CUSIP No. 650111107

Page 13 of 24

1	NAME OF REPORTING PERSONS

Firebrand Investments, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

7 SOLE VOTING POWER
0

8 SHARED VOTING POWER
0

9 SOLE DISPOSITIVE POWER
0

10 SHARED DISPOSITIVE POWER
0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14	TYPE OF REPORTING PERSON*

CUSIP No. 650111107

Page 14 of 24

1	NAME OF REPORTING PERSONS

Scott Galloway

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)

3	SEC USE ONLY

4	SOURCE OF FUNDS

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

7 SOLE VOTING POWER
0

8 SHARED VOTING POWER
0

9 SOLE DISPOSITIVE POWER
0

10 SHARED DISPOSITIVE POWER
0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14	TYPE OF REPORTING PERSON*

CUSIP No. 650111107

Page 15 of 24

Item 1. Security and Issuer.

This Schedule 13D is being filed by the undersigned with respect to the Class A Common Stock, $0.10 par value per share (the “Shares”), of The New York Times Company, a New York corporation (the “Issuer”). The address of the Issuer is 620 Eighth Avenue, New York, NY 10018.

Item 2. Identity and Background.

(a-c, f) This Schedule 13D is being filed by Harbinger Capital Partners Master Fund I, Ltd. (the “Master Fund”), an investment fund and a holder of membership interests in Harbinger NY (as defined below), Harbinger Capital Partners Offshore Manager, L.L.C. (“Harbinger Manager”), the investment manager of the Master Fund, HMC Investors, L.L.C., its managing member (“HMC Investors”), Harbinger Capital Partners Special Situations Fund, L.P. (the “Special Fund”), an investment fund and a holder of membership interests in Harbinger NY (as defined below), Harbinger Capital Partners Special Situations GP, LLC, the general partner of the Special Fund (“HCPSS”), HMC - New York, Inc., the managing member of HCPSS (“HMCNY”), Harbert Management Corporation (“HMC”), the managing member of HMC Investors and the parent of HMCNY, Philip Falcone, a shareholder of HMC and the portfolio manager of the Master Fund and the Special Fund, Raymond J. Harbert, a shareholder of HMC, Michael D. Luce, a shareholder of HMC, Harbinger Capital Partners NY, LLC (formerly Firebrand/Harbinger, LLC) (“Harbinger NY”), an investment fund, Firebrand Investments, LLC (“Firebrand”), an investment fund and a holder of membership interests in Harbinger NY, and Scott Galloway, a Clinical Associate Professor at the New York University Stern School of Business and the sole member and manager of Firebrand (each of the Master Fund, Harbinger Manager, HMC Investors, the Special Fund, HCPSS, HMCNY, HMC, Harbinger NY, Firebrand and Messrs. Falcone, Harbert, Luce and Galloway, a “Reporting Person”, and collectively, the “Reporting Persons”).

The Master Fund is a Cayman Islands corporation with its principal business address at c/o International Fund Services (Ireland) Limited, Third Floor, Bishop’s Square, Redmond’s Hill, Dublin 2, Ireland. Each of Harbinger Manager, HMC Investors and HCPSS is a Delaware limited liability company. The Special Fund is a Delaware limited partnership. HMC is an Alabama corporation. HMCNY is a New York corporation. Each of Philip Falcone, Raymond J. Harbert, Michael D. Luce and Scott Galloway is a United States citizen. The principal business address for each of the Special Fund, HCPSS, HMCNY and Philip Falcone is 555 Madison Avenue, 16th Floor, New York, New York 10022. The principal business address for each of Harbinger Manager, HMC Investors, HMC, Raymond J. Harbert and Michael D. Luce is One Riverchase Parkway South, Birmingham, Alabama 35244. Harbinger NY is a Delaware limited liability company with its principal business address at c/o Harbinger Capital Partners Offshore Manager, LLC, One Riverchase Parkway South, Birmingham, AL, 35244. Firebrand is a Delaware limited liability company with its principal business address at c/o Scott Galloway, 210 Little Noyac Path, Water Mill, New York 11976. The principal business address for Mr. Galloway is 40 West 4th Street, New York, NY 10014.

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

As of the date hereof the Master Fund may be deemed to beneficially own 8,017,608 Shares.

As of the date hereof Harbinger Manager may be deemed to beneficially own 8,017,608 Shares.

As of the date hereof HMC Investors may be deemed to beneficially own 8,017,608 Shares.

As of the date hereof the Special Fund may be deemed to beneficially own 6,232,392 Shares.

As of the date hereof HCPSS may be deemed to beneficially own 6,232,392 Shares.

CUSIP No. 650111107

Page 16 of 24

As of the date hereof HMCNY may be deemed to beneficially own 6,232,392 Shares.

As of the date hereof HMC may be deemed to beneficially own 14,250,000 Shares.

As of the date hereof Philip Falcone may be deemed to beneficially own 14,250,000 Shares.

As of the date hereof Raymond J. Harbert may be deemed to beneficially own 14,250,000 Shares.

As of the date hereof Michael D. Luce may be deemed to beneficially own 14,250,000 Shares.

As of the date hereof Harbinger NY may be deemed to beneficially own 10,599,717 Shares.

As of the date hereof Firebrand may be deemed to beneficially own 0 Shares.

As of the date hereof Scott Galloway may be deemed to beneficially own 0 Shares.

No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

Item 4. Purpose of Transaction.

On January 25, 2008, the Master Fund and the Special Fund (collectively, the “HCP Funds”) delivered a notice (the “Notice”) to the Corporate Secretary of the Issuer to propose the nomination of and nominate for election to the board of directors of the Issuer at the 2008 annual meeting of stockholders of the Issuer (the “2008 Annual Meeting”) the following four individuals: Scott Galloway, James A. Kohlberg, Allen L. Morgan and Gregory Shove (each, a “Nominee”). As indicated in the Notice, the entire expense of soliciting proxies in connection with the 2008 Annual Meeting is being borne by Harbinger NY. Harbinger NY intends to seek reimbursement of the costs of this solicitation from the Issuer but does not intend to submit the question of reimbursement to a vote of the Issuer’s security holders. A copy of the Notice is attached hereto as Exhibit A.

On February 8, 2008, representatives of Firebrand, the HCP Funds and certain of the Nominees met with representatives of the Issuer. On February 11, 2008, Firebrand delivered to the Issuer a letter, a copy of which is attached as Exhibit B.

Except as described in this Item 4 and in Item 6 herein, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions required to be reported herein. However, each Reporting Person expects to evaluate on an ongoing basis the Issuer’s financial condition and prospects and its interest in, and intentions with respect to, the Issuer. Accordingly, each Reporting Person reserves the right to change its intentions and develop plans or proposals at any time, as it deems appropriate. In particular, each Reporting Person may at any time and from time to time, in privately negotiated transactions or otherwise, acquire additional securities of the Issuer, including additional Shares; dispose of all or a portion of the securities of the Issuer, including the Shares, that the Reporting Persons now own or may hereafter acquire; and/or enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities. In addition, the Reporting Persons may engage in discussions with management, the Board, other stockholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer.

IMPORTANT INFORMATION

HARBINGER NY INTENDS TO MAKE A PRELIMINARY FILING WITH THE SECURITIES AND EXCHANGE COMMISSION OF A PROXY STATEMENT AND AN

CUSIP No. 650111107

Page 17 of 24

ACCOMPANYING PROXY CARD TO BE USED TO SOLICIT PROXIES IN CONNECTION WITH THE 2008 ANNUAL MEETING. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES FROM STOCKHOLDERS OF THE ISSUER FOR USE AT THE 2008 ANNUAL MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF THE ISSUER AND WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN THE NOTICE ATTACHED HERETO AS EXHIBIT A AND WILL BE CONTAINED IN SUBSEQUENT FILINGS BY HARBINGER NY WITH THE SECURITIES AND EXCHANGE COMMISSION AND IN AMENDMENTS THERETO.

Item 5. Interest in Securities of the Issuer.

(a, b) As of the date hereof, the Master Fund, by virtue of its control over the voting and disposition of the Shares acquired by Harbinger NY with capital contributed to Harbinger NY by the Master Fund, may be deemed to be the beneficial owner of 8,017,608 Shares, constituting 5.61% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.

The Master Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 8,017,608 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 8,017,608 Shares.

(a, b) As of the date hereof, Harbinger Manager may be deemed to be the beneficial owner of 8,017,608 Shares (such Shares held by the Master Fund and acquired by Harbinger NY with capital contributed to Harbinger NY by the Master Fund), constituting 5.61% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.

Harbinger Manager has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 8,017,608 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 8,017,608 Shares.

Harbinger Manager specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.

(a, b) As of the date hereof, HMC Investors may be deemed to be the beneficial owner of 8,017,608 Shares (such Shares held by the Master Fund and acquired by Harbinger NY with capital contributed to Harbinger NY by the Master Fund), constituting 5.61% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.

HMC Investors has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 8,017,608 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 8,017,608 Shares.

HMC Investors specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.

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(a, b) As of the date hereof, the Special Fund, by virtue of its control over the voting and disposition of the Shares acquired by Harbinger NY with capital contributed to Harbinger NY by the Special Fund, may be deemed to be the beneficial owner of 6,232,392 Shares, constituting 4.36% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.

The Special Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 6,232,392 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 6,232,392 Shares.

The Special Fund specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.

(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of 6,232,392 Shares (such Shares held by the Special Fund and acquired by Harbinger NY with capital contributed to Harbinger NY by the Special Fund), constituting 4.36% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.

HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 6,232,392 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 6,232,392 Shares.

HCPSS specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.

(a, b) As of the date hereof, HMCNY may be deemed to be the beneficial owner of 6,232,392 Shares (such Shares held by the Special Fund and acquired by Harbinger NY with capital contributed to Harbinger NY by the Special Fund), constituting 4.36% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.

HMCNY has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 6,232,392 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 6,232,392 Shares.

HMCNY specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.

(a, b) As of the date hereof, HMC may be deemed to be the beneficial owner of 14,250,000 Shares (such Shares held by the Master Fund and the Special Fund and acquired by Harbinger NY with capital contributed to Harbinger NY by the Master Fund and the Special Fund, respectively), constituting 9.96% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.

HMC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 14,250,000 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 14,250,000 Shares.

HMC specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.

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(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial owner of 14,250,000 Shares (such Shares held by the Master Fund and the Special Fund and acquired by Harbinger NY with capital contributed to Harbinger NY by the Master Fund and the Special Fund, respectively), constituting 9.96% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.

Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 14,250,000 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 14,250,000 Shares.

Mr. Falcone specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.

(a, b) As of the date hereof, Raymond J. Harbert may be deemed to be the beneficial owner of 14,250,000 Shares (such Shares held by the Master Fund and the Special Fund and acquired by Harbinger NY with capital contributed to Harbinger NY by the Master Fund and the Special Fund, respectively), constituting 9.96% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.

Mr. Harbert has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 14,250,000 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 14,250,000 Shares.

Mr. Harbert specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.

(a, b) As of the date hereof, Michael D. Luce may be deemed to be the beneficial owner of 14,250,000 Shares (such Shares held by the Master Fund and the Special Fund and acquired by Harbinger NY with capital contributed to Harbinger NY by the Master Fund and the Special Fund, respectively), constituting 9.96% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.

Mr. Luce has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 14,250,000 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 14,250,000 Shares.

Mr. Luce specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.

(a, b) As of the date hereof, Harbinger NY may be deemed to be the beneficial owner of 10,599,717 Shares, constituting 7.41% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.

Harbinger NY has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 10,599,717 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 10,599,717 Shares.

(a, b) As of the date hereof, Firebrand may be deemed to be the beneficial owner of 0 Shares, constituting less than 1% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.

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Firebrand has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 0 Shares.

(a, b) As of the date hereof, Scott Galloway may be deemed to be the beneficial owner of 0 Shares, constituting less than 1% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.

Mr. Galloway has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 0 Shares.

The description of the LLC Agreement (defined below) contained in Items 6 herein is incorporated by reference.

(c) The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares by the Reporting Persons in the past 60 days are set forth in Exhibit E.

(d) Not applicable.

(e) Not applicable.

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

On January 17, 2008, the Master Fund entered into three equity swap transactions with Monecor (London) Limited (t/a TradIndex) (“TradIndex”) effective on January 17, 2008, January 28, 2008 and January 29, 2008, respectively, under which TradIndex agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 229,545, 450,000 and 585,720 notional shares, respectively, above or below an initial reference price of US$ 15.3044, US$ 15.8483 and US$ 15.9616, respectively, per share upon close-out of any transaction. The equity swap transactions do not contemplate interim payments of appreciation or depreciation of the shares, and the Master Fund is not entitled to any dividends on the shares or equivalent thereof. All balances will be cash settled, and neither party shall acquire any ownership interest, voting or similar rights, or dispositive power over any Share under the equity swap transactions. Each equity swap transaction may be closed out by the Master Fund at any time.

On January 17, 2008, the Special Fund entered into three equity swap transactions with Monecor (London) Limited (t/a TradIndex) (“TradIndex”) effective on January 17, 2008, January 28, 2008 and January 29, 2008, respectively, under which TradIndex agreed to pay the Special Fund an amount equal to any increase, and the Special Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 320,455, 300,000 and 390,480 notional shares, respectively, above or below an initial reference price of US$ 15.3044, US$ 15.8483 and US$ 15.9616, respectively, per share upon close-out of any transaction. The equity swap transactions provide for the payment by the Special Fund to TradIndex of an upfront commission based on the number of shares transacted. The equity swap transactions do not contemplate interim payments of appreciation or depreciation of the shares, and the Special Fund is not entitled to any dividends on the shares or equivalent thereof. All balances will be cash settled, and neither party shall acquire any ownership interest, voting or similar rights, or dispositive power over any Shares under the equity swap transactions. Each equity swap transaction may be closed out by the Special Fund at any time.

On January 25, 2008, the HCP Funds and Firebrand formed Harbinger NY. As of the date hereof, the HCP Funds are the “Class A-1 Members” of Harbinger NY and Firebrand is the “Class B-1 Member” of Harbinger NY. Firebrand has agreed to transfer five percent of the Class B-1 membership interests in Harbinger NY to each of the Nominees other than Mr. Galloway. Pursuant to the terms of the

CUSIP No. 650111107

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limited liability company agreement of Harbinger NY (the “LLC Agreement”), attached hereto as Exhibit C, each member of Harbinger NY, with the approval of the Class A-1 Members, may make capital contributions with respect to particular investments. The Class A-1 Members will allocate capital contributions amongst themselves and approve capital contributions by the Class B-1 Members such that the Master Fund shall at all times be entitled to at least 50% of all distributions and allocations. Each HCP Fund has the exclusive right of every kind to control and bind Harbinger NY with respect to investments of capital contributions to Harbinger NY attributable to such person. Firebrand has the exclusive right of every kind to control and bind Harbinger NY with respect to investments of capital contributions to Harbinger NY attributable to the Class B-1 Members. Other than as set forth above, Harbinger NY is managed by the Master Fund. The HCP Funds have the right to consult with Firebrand and Mr. Galloway with respect to the investment of their capital contributions to Harbinger NY, and Firebrand and Mr. Galloway have agreed to provide such consulting services. With respect to particular investments, the quarterly consulting compensation payable to Firebrand by the HCP Funds will be the lesser of $25,000 and 0.125% of the average fair market value of such investment made by Harbinger NY with capital contributions from the Class A-1 Members. With respect to the distribution of investment proceeds, amounts apportioned to the Class B-1 Members are distributed to such Class B-1 Members. Amounts apportioned to the Class A-1 Members are distributed to such Class A-1 Members and Class B-1 Members as follows: first to the Class A-1 Members, up to the amount of their respective capital contributions (less previous distributions), then to the Class B-1 Members (in such proportion as may be specified by Firebrand with the consent of the Master Fund), until the cumulative past and present distributions made to the Class B-1 Members are equal to 10% of the net profits (less certain expenses) realized by the HCP Funds (and/or any of their affiliates) and Harbinger NY, and then the remainder to the Class A-1 Members.

Item 7. Material to be Filed as Exhibits.

	Exhibit A:	Notice of Nomination

	Exhibit B:	Letter to the Issuer

	Exhibit C:	The LLC Agreement

	Exhibit D:	Joint Filing Agreement

	Exhibit E:	Transactions in the Class A Common Stock ($0.10 par value per share)

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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.

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

By:

Harbinger Capital Partners Offshore Manager, L.L.C.

By:

HMC Investors, L.L.C.,

Managing Member

By:

/s/ William R. Lucas, Jr.

Name: William R. Lucas, Jr.

Title: Executive Vice President

HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C.*

By:

HMC Investors, L.L.C.,

Managing Member

By:

/s/ William R. Lucas, Jr.

Name: William R. Lucas, Jr.

Title: Executive Vice President

HMC INVESTORS, L.L.C.*

	By:	/s/ William R. Lucas, Jr.
		Name: William R. Lucas, Jr. Title: Executive Vice President

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HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

By:

Harbinger Capital Partners Special Situations GP, LLC

By:

HMC – New York, Inc.

Managing Member

By:

/s/ William R. Lucas, Jr.

Name: William R. Lucas, Jr.

Title: Executive Vice President

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC.*

By:

HMC – New York, Inc.

Managing Member

By:

/s/ William R. Lucas, Jr.

Name: William R. Lucas, Jr.

Title: Executive Vice President

HMC – NEW YORK, INC.*

By:

/s/ William R. Lucas, Jr.

Name: William R. Lucas, Jr.

Title: Executive Vice President

HARBERT MANAGEMENT CORPORATION*

By:

/s/ William R. Lucas, Jr.

Name: William R. Lucas, Jr.

Title: Executive Vice President

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/s/ Philip Falcone*

Philip Falcone

/s/ Raymond J. Harbert*

Raymond J. Harbert

/s/ Michael D. Luce*

Michael D. Luce

/s/ Scott Galloway*

Scott Galloway

HARBINGER CAPITAL PARTNERS NY, LLC

By:

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., its manager

By:

HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C., its investment manager

By:

HMC INVESTORS, L.L.C., its managing member

/s/ William R. Lucas, Jr.

Name: William R. Lucas, Jr.

Title: Executive Vice President

FIREBRAND INVESTMENTS, LLC*

By:

/s/ Scott Galloway

Name: Scott Galloway

Title: Founder and CIO

February 11, 2008

*The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein.

EX-99.A 2 exa-sc13d_nytimes.htm NOTICE OF NOMINATION

EXHIBIT A

Harbinger Capital Partners Funds

555 Madison Avenue, 16th Floor

New York, New York 10022

January 25, 2008

By Hand and Facsimile

The New York Times Company

620 Eighth Avenue

New York, NY 10018

Attention: Corporate Secretary

Re:

Notice of Nomination of Candidates for Election

to the Board of Directors at the 2008 Annual Meeting

of The New York Times Company

Dear Secretary:

This notice (including Appendix I and Exhibit A attached hereto, the “Notice”) of the decision of Harbinger Capital Partners Master Fund I, Ltd. (the “Master Fund”) and Harbinger Capital Partners Special Situations Fund, L.P. (the “Special Fund” and, together with the Master Fund, the “HCP Funds”), the direct and beneficial owners of shares (the “Shares”) of the Class A common stock, par value $0.10 (“Class A Stock”), of The New York Times Company, a New York corporation (the “Company”), to propose the nomination of and nominate candidates for election to the Board of Directors of the Company (the “Board”) at the 2008 Annual Meeting of stockholders of the Company, including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof (the “2008 Annual Meeting”), is being delivered in accordance with the requirements set forth under Section 7 of Article I regarding director nominations (the “Nomination Requirements”) of the By-laws of the Company (the “By-laws”). The Master Fund is the direct record owner of 100 of the Shares and is the beneficial owner of an additional 2,433,422 of the Shares held in street name. The Special Fund is the direct record owner 100 of the Shares and is the beneficial owner of an additional 1,216,661 of the Shares held in street name. In addition, Firebrand/Harbinger, LLC (“Firebrand/Harbinger”), a limited liability company formed by the HCP Funds and Firebrand Investments, LLC (“Firebrand”), is the beneficial owner of 3,327,000 of the Shares held in street name.

Notice of Nomination of Candidates

Page 2

Pursuant to the Nomination Requirements, this Notice sets forth with respect to each of the Nominees (as defined below) all information relating to such person that would be required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

In addition, pursuant to the Nomination Requirements, this Notice sets forth for the HCP Funds (as record owner and beneficial owner of Shares) and Firebrand/Harbinger (as beneficial owner of Shares): (a) the name and address of each such entity, as they appear on the Company’s books; and (b) the class and number of shares of capital stock of the Company which are owned beneficially and of record by each such entity.

This Notice also attaches as Exhibit A hereto a copy of signed consents executed by each of the Nominees to being named as nominees and to serving as directors of the Company, if elected.

Notice of Nomination of Candidates for Election to the Board

The HCP Funds hereby propose the nomination of and nominate the following individuals (the “Nominees”) for election to the Board as Class A directors (as defined in the By-laws) to succeed the current Class A directors whose terms expire at the 2008 Annual Meeting (or any director named to fill any vacancy created by the death, retirement, resignation or removal of any such directors):

•

Scott Galloway

•

James A. Kohlberg

•

Allen L. Morgan

•

Gregory Shove

The HCP Funds reserve the right to nominate, substitute or add additional persons (a) in the event that the Company purports to increase the number of directorships to each additional directorship created, (b) if the Company makes or announces any changes to its By-laws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any of the Nominees or any additional nominee nominated pursuant to the preceding clause (a) and/or (c) in the event any of the Nominees named in Appendix I are unable or hereafter become unwilling for any reason to serve as a director. Additional nominations made pursuant to the preceding clauses (a) and/or (b) are without prejudice to the position of the HCP Funds and Firebrand/Harbinger that any attempt to increase the size of the Board or disqualify any of the Nominees through By-law amendments or otherwise constitutes unlawful manipulation of the Company’s corporate machinery.

Notice of Nomination of Candidates

Page 3

As required by Section 7 of Article I of the By-laws, the following information constitutes all of the information relating to the Nominees that would be required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Exchange Act. Such information includes all information required to be set forth in this Notice pursuant to the Nomination Requirements. To the extent that information set forth at any point in this Notice is responsive to a specific item below, each such item shall be deemed to incorporate such information, no matter where such information appears in this Notice. The information set forth in Appendix I is incorporated herein by reference. All information set forth herein relating to any person other than the HCP Funds and Firebrand/Harbinger is given only to the knowledge of the HCP Funds and Firebrand/Harbinger. Information required by Section 7 of Article I of the By-laws regarding (for both record owners and beneficial owners of capital stock of the Company) the name and address of the persons making the nomination, as they appear on the Company’s books, and the class and number of shares of the Company owned beneficially and of record by each such person is as set forth herein, including Appendix I and Exhibit A attached hereto. To the extent additional information is provided regarding the persons making the solicitation, such information is provided voluntarily for context or completeness.

Item 4. Persons Making the Solicitation

(b). The solicitation for election of the Nominees will be made by Firebrand/Harbinger. By virtue of Instruction 3 of Item 4 of Schedule 14A, Firebrand/Harbinger, Firebrand, the Harbinger Persons (as defined below) and the Nominees (collectively, the “Participants”) may be considered participants in the solicitation. Firebrand and the HCP Funds are the members of Firebrand/Harbinger.

Proxies may be solicited by mail, facsimile, telephone, telegraph, electronic mail, in person and by advertisements. Solicitations may also be made by certain of the respective directors, officers, members and employees of each of the HCP Funds and Firebrand/Harbinger, none of whom will, except as described in Appendix I attached hereto, receive additional compensation for such solicitation. The Nominees may make solicitations of proxies but, except as described herein and in Appendix I attached hereto, will not receive compensation for acting as nominees.

None of the Participants has, as of the date hereof, retained any person to provide proxy solicitation or advisory services in connection with the solicitation. Firebrand/Harbinger expects to retain a proxy solicitation firm in connection with the solicitation, but has not yet retained such firm. Firebrand/Harbinger intends to request banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares of Class A Stock they hold of record. Firebrand/Harbinger intends to reimburse these record holders for their reasonable out-of-pocket expenses in so doing.

The costs of this solicitation of proxies, and other costs specifically related to this solicitation, are currently estimated to be approximately $750,000.

Notice of Nomination of Candidates

Page 4

Firebrand/Harbinger estimates that through the date hereof, the total expenditures to date for, in furtherance of, or in connection with, this solicitation are approximately $50,000. The entire expense of soliciting proxies is being borne by Firebrand/Harbinger. Firebrand/Harbinger intends to seek reimbursement of the costs of this solicitation from the Company but does not intend to submit the question of reimbursement to a vote of the Company’s security holders.

Item 5. Interest of Certain Persons in Matters to be Acted Upon

(b)(1). Information as to any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the 2008 Annual Meeting with respect to the Participants is set forth herein. Except as set forth in Appendix I, none of the Participants beneficially owns any securities of the Company or has any personal ownership interest, direct or indirect, in any securities of the Company.

The direct and indirect security holdings of the HCP Funds and Firebrand/Harbinger are as follows: (x) the Master Fund is the direct record owner of 100 of the Shares and is the beneficial owner of an additional 2,433,422 of the Shares held in street name, (y) the Special Fund is the direct record owner 100 of the Shares and is the beneficial owner of an additional 1,216,661 of the Shares held in street name, and (z) Firebrand/Harbinger is the beneficial owner of 3,327,000 Shares held in street name.

In addition (i) the HCP Funds, by virtue of their control over the voting and disposition of the Shares acquired by Firebrand/Harbinger with capital contributed to Firebrand/Harbinger by the HCP Funds, may be deemed to beneficially own such Shares held by Firebrand/Harbinger, (ii) Harbinger Capital Partners Offshore Manager, L.L.C. (“Harbinger Manager”), the investment manager of the Master Fund, and HMC Investors, L.L.C., the managing member of Harbinger Manager (“HMC Investors”) may be deemed to beneficially own Shares held by the Master Fund and Shares acquired by Firebrand/Harbinger with capital contributed to Firebrand/Harbinger by the Master Fund, (iii) Harbinger Capital Partners Special Situations GP, LLC, the general partner of the Special Fund (“HCPSS”), and HMC - New York, Inc., the managing member of HCPSS (“HMCNY”), may be deemed to beneficially own Shares held by the Special Fund and Shares acquired by Firebrand/Harbinger with capital contributed to Firebrand/Harbinger by the Special Fund, and (iv) Harbert Management Corporation (“HMC”), the managing member of HMC Investors and the parent of HMCNY, Philip A. Falcone, a stockholder of HMC and the portfolio manager of the Master Fund and the Special Fund, Raymond J. Harbert, a stockholder of HMC, and Michael D. Luce, a stockholder of HMC, may be deemed to beneficially own Shares held by the Master Fund and the Special Fund and Shares acquired by Firebrand/Harbinger with capital contributed to Firebrand/Harbinger by the HCP Funds (the Master Fund, Harbinger Manager, HMC Investors, HMC, Special Fund, HCPSS, HMCNY, Philip A. Falcone, Raymond J. Harbert and Michael D. Luce are collectively referred to herein as the “Harbinger Persons”). Each of Harbinger Manager, HMC Investors, HMC, HCPSS, HMCNY, Mr. Falcone, Mr. Harbert and Mr. Luce disclaim beneficial ownership of the Shares.

Notice of Nomination of Candidates

Page 5

The Nominees may be deemed to have an interest in their nominations for election to the Board by virtue of compensation the Nominees will receive from the Company as a director, if elected to the Board, and as described herein and in Appendix I attached hereto.

(i) Set forth in Appendix I attached hereto, which is incorporated herein by reference, are the names and business addresses of each of the Participants.

(ii) Set forth in Appendix I attached hereto, which is incorporated herein by reference, is (a) the present principal occupation or employment of Firebrand/Harbinger, Firebrand and each of the Harbinger Persons and (b) the present principal occupation or employment of each of the Nominees, and the name, principal business and address of any corporation or other organization in which such employment is carried on.

(iii) During the past ten years, no Participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(iv), (v), (vi), (vii), (ix) and (x) Except as set forth in this Item 5(b)(1) or in Appendix I hereto, which is incorporated herein by reference, no Participant, and no associate of any Participant, owns beneficially, directly or indirectly, or of record but not beneficially, any securities of the Company, or any parent or subsidiary of the Company, nor has any Participant purchased or sold any securities of the Company within the last two years. Set forth in Appendix I hereto are transactions in the Company’s securities effected by each of the Participants within the past two years. The Shares owned by Firebrand/Harbinger were acquired by Firebrand/Harbinger with capital contributed to Firebrand/Harbinger by the HCP Funds. The Shares owned by the HCP Funds were purchased by the HCP Funds using assets of the HCP Funds. The Shares owned by Firebrand/Harbinger and the HCP Funds may be held in brokerage custodian accounts which, from time to time in the ordinary course, may utilize margin borrowing in connection with purchasing, borrowing or holding of securities, and such Shares may thereby have been, or in the future may become, subject to the terms and conditions of such margin debt and terms, together with all other securities held therein. As of the date hereof, no part of the purchase price or market value of any of the Shares is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such Shares.

(viii) Except as set forth in Appendix I hereto, no Participant is, or has been within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profit, or the giving or withholding of proxies.

(xi) Item 5(b)(xi) cross-references the information required by Item 404(a) of Regulation S-K of the Exchange Act with respect to each participant in the solicitation or any associates of such participant.

Notice of Nomination of Candidates

Page 6

Item 404(a) of Regulation S-K. Except as set forth in Appendix I hereto, no Participant and no related person of any Participant has had or will have a direct or indirect material interest in any transaction since the beginning of the Company’s last fiscal year or any currently proposed transactions in which the Company was or is to be a participant and the amount involved exceeds $120,000.

(xii)(A) and (B). According to the Company’s public filings, under the Company’s compensation plan for directors, who hold office following their election and qualification until the next annual meeting of stockholders and until their successors are elected and qualified, non-employee directors receive compensation comprised of cash compensation and equity compensation. Cash compensation payable to non-employee directors elected at the 2007 annual meeting of stockholders was comprised of an annual retainer of $45,000 per director and an annual cash committee retainer payable to the chairs of certain committees. The aforementioned annual cash committee retainer payable to committee chairs was $20,000 for the audit committee, $10,000 for the compensation committee, $10,000 for the finance committee, $6,000 for the nominating and governance committee and $3,000 for the foundation committee. The Company’s Non-Employee Director Deferral Plan allows non-employee directors to defer the receipt of a portion of their cash compensation, with deferred amounts credited to a cash account or a phantom Class A Stock unit account, as elected by the director.

Equity compensation payable to non-employee directors elected at the 2007 annual meeting of stockholders was comprised of a grant of phantom Class A Stock stock units and options to purchase the Class A Stock. For directors elected at the 2007 annual meeting, the discretionary grant of phantom stock units was valued at $35,000 per director. Options to purchase 4,000 shares of the Class A Stock are granted annually to non-employee directors. According to the Company’s public filings, stock options are generally awarded annually to non-employee directors on the date of the annual meeting of stockholders at which they are elected under the Company’s Non-Employee Directors’ Stock Incentive Plan; options vest on the date of the next succeeding annual meeting of stockholders and have a term of ten years from the date of grant. The Company reimburses reasonable expenses incurred for attendance at Board and committee meetings and matches 150% of charitable contributions made by directors to colleges, schools, cultural, journalism or environmental organizations, up to a maximum Company contribution of $4,500 per person per year.

The Company maintains directors’ and officers’ insurance coverage for the directors of the Company. The Company also provides directors with Company-provided indemnification to the fullest extent permitted by law and the Company’s certificate of incorporation of the Company, as amended and restated on September 29, 1993, and as amended on June 19, 1998 and June 22, 2007 (the “Certificate of Incorporation”), and legal protection from personal liability to the Company and its stockholders, as provided by state law and the Certificate of Incorporation. The HCP Funds and Firebrand/Harbinger expect that the Nominees, if elected, will be indemnified for service as directors of the Company to the same extent indemnification is provided to the current directors of the Company under the By-laws and Certificate of Incorporation.

Notice of Nomination of Candidates

Page 7

The HCP Funds and Firebrand/Harbinger also believe that upon election, the Nominees will be covered by the Company’s officer and director liability insurance.

The Participants disclaim any responsibility for the accuracy of the foregoing information extracted from the Company’s public filings.

Except as set forth in Item 5(b)(1) above or in Appendix I, the Nominees will not receive any compensation from the HCP Funds or Firebrand/Harbinger to serve as nominees for election or as a director, if elected, of the Company. The HCP Funds have agreed to indemnify the Nominees against losses incurred in connection with their service as nominees for election as directors of the Company and in connection with the solicitation of proxies in respect thereof, to the extent that indemnification is not otherwise available, including from the Company. The HCP Funds have also agreed to reimburse the Nominees for out-of-pocket expenses incurred in their capacity as nominees, including, without limitation, reimbursement for reasonable travel expenses. Each Nominee has executed a written consent agreeing to be a nominee for election as a director of the Company and to serve as a director if so elected, which consents are attached hereto as Exhibit A. Other than as set forth herein or in Appendix I, no Participant and no associate of any Participant has any arrangements or understandings with any person or persons with respect to any future employment by the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.

Under the terns of the limited liability company agreement of Firebrand/Harbinger, the HCP Funds have agreed to indemnify Scott Galloway and Firebrand and its managers, members and officers from and against all liabilities and expenses incurred in connection with the defense or disposition of any claim, action, suit or proceeding in which any such person is involved or with which any such person may be threatened relating to or arising out of activities relating to any investment by Firebrand/Harbinger or otherwise relating to or arising out of the limited liability company agreement of Firebrand/Harbinger to the extent such liabilities and expenses are not otherwise covered by insurance or indemnification from another source.

(b)(2) The information required to be disclosed in this item with respect to the Participants is disclosed in response to Item 5(b)(1) above.

Item 7. Directors and Executive Officers

(a) Item 7(a) cross-references the information required by instruction 4 to Item 103 of Regulation S-K of the Exchange Act with respect to nominees of the persons making the solicitation. Such information is set forth below:

Instruction 4 of Item 103 to Regulation S-K. There are no material proceedings in which the Nominees or any of their associates is a party adverse to the Company or any of its subsidiaries, or material proceedings in which such nominee or

Notice of Nomination of Candidates

Page 8

any such associate has a material interest adverse to the Company or any of its subsidiaries.

(b) Item 7(b) cross-references the information required by Item 401, Items 404(a) and (b), Item 405, and Items 407(d)(4) and (d)(5) of Regulation S-K of the Exchange Act with respect to nominees of the person making the solicitation. Such information is set forth below:

Item 401 of Regulation S-K.

(a) and (e). Each Nominee has executed a consent to being named as a Nominee and to serving as a director of the Company, if so elected. Copies of such consents are attached hereto as Exhibit A. The initial term of each Nominee, if elected, would be for a period of one year in accordance with the By-laws.

The following information is set forth in Appendix I attached hereto with respect to each Nominee: name, age, any position and office with the Company held by each such nominee and the term thereof, business experience during the past five years (including principal occupation and employment during the past five years and the name and principal business of any corporation or other organization in which such occupation or employment was carried on) and any directorships held by such person in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940, as amended. Except as set forth in Appendix I, no occupation or employment is or was, during such period, carried on by any Nominee with the Company or any corporation or organization which is or was a parent, subsidiary or other affiliate of the Company, and none of the Nominees has ever served on the Board.

The HCP Funds have agreed to indemnify the Nominees, and to reimburse the Nominees for certain expenses, as described above.

Other than as disclosed in the response to Item 5(b) above or in Appendix I attached hereto, there are no arrangements or understandings between the Nominees and any other party pursuant to which any such nominee was or is to be selected as a director or nominee.

(b), (c), and (g). These provisions of Item 401 of Regulation S-K are not applicable to the Nominees.

(d). There exist no family relationships between any Nominee and any director or executive officer of the Company.

(f). During the last five years, the Nominees were not involved in any of the events described in Item 401(f) of Regulation S-K and that are material

Notice of Nomination of Candidates

Page 9

to an evaluation of the ability or integrity of any such nominee to become a director of the Company.

Item 404(a) of Regulation S-K. The response to Item 5(b)(1)(xi) above is incorporated herein by reference.

Item 404(b) of Regulation S-K. This provision is not applicable to the Nominees.

Item 405 of Regulation S-K. This provision is not applicable to the Nominees because the Nominees are not directors, officers or ten percent holders of the Company.

Item 407(d)(4) and (d)(5) of Regulation S-K. These provisions are not applicable to the Nominees.

(c) Item 7(c) cross-references the information required by Item 407(a) of Regulation S-K of the Exchange Act.

Item 407(a) of Regulation S-K. The corporate governance guidelines of the Company, which are available on the Company’s website at www.nytco.com, provide that determinations of independence shall be made in accordance with the criteria for independence required by the New York Stock Exchange. The HCP Funds and Firebrand/Harbinger have no knowledge of any facts that would prevent the determination that each of the Nominees is independent.

(d) Item 7(d) cross-references the information required by Item 407(b), (c)(1), (c)(2), (d)(1), (d)(2), (d)(3), (e)(1), (e)(2), (e)(3) and (f) of Regulation S-K of the Exchange Act . These provisions are not applicable to the Nominees.

(e) Item 7(e) applies only to registered investment companies and is not applicable to the Nominees.

Item 8. Compensation of Directors and Executive Officers

Item 8 cross-references the information required by Item 402 and paragraphs (e)(4) and (e)(5) of Item 407 of Regulation S-K of the Exchange Act with respect to each nominee of the person making the solicitation and associates of such nominee. Such information is set forth below:

Item 402 of Regulation S-K

(a)-(j). None of the Nominees or any of their associates has received any cash compensation, cash bonuses, deferred compensation, compensation pursuant to plans, or other compensation, from, or in respect of, services rendered on behalf of the Company that is required to be disclosed under,

Notice of Nomination of Candidates

Page 10

or is subject to any arrangement described in, these paragraphs of Item 402 of Regulation S-K.

(k). The response to Item 5(b)(1)(xii)(A) and (B) above is incorporated herein by reference. Other than as set forth herein, the HCP Funds and Firebrand/Harbinger are not aware of any other arrangements pursuant to which any director of the Company was to be compensated for services during the Company’s last fiscal year.

Item 407(e)(4) of Regulation S-K. There are no interlocking relationships that would have required disclosure under these paragraphs of Item 407 of Regulation S-K, had the Nominees been directors of the Company.

Item 407(e)(5) of Regulation S-K. This provision is not applicable to the Nominees.

* * *

The information included herein represents the best knowledge of the HCP Funds and Firebrand/Harbinger as of the date hereof. The HCP Funds and Firebrand/Harbinger reserve the right, in the event such information shall be or become inaccurate, to provide corrective information to the Company as soon as reasonably practicable, although the HCP Funds and Firebrand/Harbinger do not commit to update any information which may change from and after the date hereof.

If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of the Nominees at the 2008 Annual Meeting, or if any individual nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to any replacement nominees selected by the HCP Funds and Firebrand/Harbinger.

The HCP Funds and Firebrand/Harbinger reserve the right to give further notice of additional nominations or business to be made or conducted at the 2008 Annual Meeting or any other meeting of the Company’s stockholders.

Please direct any questions regarding the information contained in this Notice to Robert B. Schumer, Esq., Raphael M. Russo, Esq. and Steven J. Williams, Esq., Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019-6064, (212) 373-3000 (Phone), (212) 757-3990 (Facsimile).

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Notice to be duly executed on the date first above written.

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

By:

Harbinger Capital Partners Offshore

Manager, L.L.C.

By:	/s/ William R. Lucas, Jr.
	Name: William R. Lucas, Jr.
	Title: Executive Vice President

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

By:

Harbinger Capital Partners Special

Situations GP, LLC

By:	/s/ William R. Lucas, Jr.
	Name: William R. Lucas, Jr.
	Title: Executive Vice President

Appendix I: Additional Information

Certain Information Relating to Firebrand/Harbinger,

Firebrand and each of the Harbinger Persons

Firebrand/Harbinger, a Delaware limited liability company, was formed to invest from time to time in securities of various companies identified by its members. The address of its office is c/o Harbinger Capital Partners Offshore Manager, LLC, One Riverchase Parkway South, Birmingham, Alabama 35244. As of the date hereof, the HCP Funds are the “Class A Members” of Firebrand/Harbinger and Firebrand is the “Class B Member” of Firebrand/Harbinger. Firebrand has agreed to transfer five percent of the Class B membership interests in Firebrand/Harbinger to each of the Nominees other than Mr. Galloway. Each member of Firebrand/Harbinger, with the approval of the Class A Members, may make capital contributions with respect to particular investments. The Class A Members will allocate capital contributions amongst themselves and approve capital contributions by the Class B Members such that the Master Fund shall at all times be entitled to at least 50% of all distributions and allocations. Each HCP Fund has the exclusive right of every kind to control and bind Firebrand/Harbinger with respect to investments of capital contributions to Firebrand/Harbinger attributable to such person. Firebrand has the exclusive right of every kind to control and bind Firebrand/Harbinger with respect to investments of capital contributions to Firebrand/Harbinger attributable to the Class B Members. Other than as set forth above, Firebrand/Harbinger is managed by the Master Fund. The HCP Funds have the right to consult with Firebrand and Scott Galloway with respect to the investment of their capital contributions to Firebrand/Harbinger, and Firebrand and Scott Galloway have agreed to provide such consulting services. With respect to particular investments, the quarterly consulting compensation payable to Firebrand by the HCP Funds will be the lesser of $25,000 and 0.125% of the average fair market value of such investment made by Firebrand/Harbinger with capital contributions from the Class A Members. With respect to the distribution of investment proceeds, amounts apportioned to the Class B Members are distributed to such Class B Members. Amounts apportioned to the Class A Members are distributed to such Class A Members and Class B Members as follows: first to the Class A Members, up to the amount of their respective capital contributions (less previous distributions), then to the Class B Members (in such proportion as may be specified by Firebrand with the consent of the Master Fund), until the cumulative past and present distributions made to the Class B Members are equal to 10% of the net profits (less certain expenses) realized by the HCP Funds (and/or any of their affiliates) and Firebrand/Harbinger, and then the remainder to the Class A Members.

Firebrand, a Delaware limited liability company, was formed to invest from time to time in securities of various companies identified by its manager. The address of its office is c/o Scott Galloway, 210 Little Noyac Path, Water Mill, New York 11976. Scott Galloway is the sole member of Firebrand. Scott Galloway is the sole manager with the exclusive right of every kind to control and bind Firebrand, including, without limitation, with respect to investments of capital contributions. Firebrand also receives consideration from parties with whom it is working that invest in companies in which Firebrand has invested. Distributions are made on a pro rata basis in accordance with

I - 1

capital contributions. Scott Galloway is currently the only member and the only person that has made capital contributions to Firebrand.

The Master Fund, a Cayman Islands corporation, is an investment fund with its principal business and record address at c/o International Fund Services (Ireland) Limited, Third Floor, Bishop’s Square, Redmond’s Hill, Dublin 2, Ireland.

The Special Fund, a Delaware limited partnership, is an investment fund with its principal business address at 555 Madison Avenue, 16th Floor, New York, New York 10022. The address of the Special Fund in the records of the Company is One Riverchase Parkway South, Birmingham, Alabama 35244.

Harbinger Manager, a Delaware limited liability company, is the investment manager of the Master Fund; HMC Investors, a Delaware limited liability company, is the managing member of Harbinger Manager; HCPSS, a Delaware limited liability company, is the general partner of the Special Fund; HMCNY, a New York corporation, is the managing member of HCPSS; HMC, an Alabama corporation, is the managing member of HMC Investors and the parent of HMCNY; Philip Falcone, a United States citizen, is a stockholder of HMC and the portfolio manager of the Master Fund and the Special Fund; Raymond J. Harbert, a United States citizen, is a stockholder of HMC; and Michael D. Luce, a United States citizen, is a stockholder of HMC. The principal business address for each of HCPSS, HMCNY and Philip Falcone is 555 Madison Avenue, 16th Floor, New York, New York 10022. The principal business address for each of Harbinger Manager, HMC Investors, HMC, Raymond J. Harbert and Michael D. Luce is One Riverchase Parkway South, Birmingham, Alabama 35244.

I - 2

Certain Information Relating to the Nominees

The following table sets forth the name, age, present principal occupation, business address and business experience for the past five years and certain other information, with respect to the Nominees. This information has been furnished to the HCP Funds and Firebrand/Harbinger by the Nominees.

Name, Age and Business and Residential Address

Principal Occupation or Employment During the Last Five Years; Public Company Directorships

Scott Galloway (Age: 43)

Business Address:

40 West 4th Street,
New York, NY 10014

Mr. Galloway is a Clinical Associate Professor at the New York University Stern School of Business where he teaches brand strategy to second year M.B.A. students. Mr. Galloway is also the Founder and CIO of Firebrand Partners LLC, an operational activist investment firm. In 1992, Mr. Galloway founded Prophet Brand Strategy, Inc., a brand consulting firm that employs over 100 professionals in the United States, Europe and Asia. Mr. Galloway served as the Chief Executive Officer of Prophet from 1992 to 2000 and Chairman until 2002. In 1997, Mr. Galloway founded Red Envelope where he serves on the board of directors. Mr. Galloway also serves on the board of directors of EcoAmerica, an environmental non-profit. In 1999, Mr. Galloway was elected to the World Economic Forum’s “Global Leaders of Tomorrow,” which recognizes 100 individuals under the age of forty “whose accomplishments have had impact on a global level.” Mr. Galloway received an M.B.A. from the Haas School of Business at the University of California at Berkeley and a B.A. in Economics from the University of California at Los Angeles.

I - 3

Name, Age and Business and Residential Address

Principal Occupation or Employment During the Last Five Years; Public Company Directorships

James A. Kohlberg (Age: 50)

Business Address:

3000 Alpine Road #100
Menlo Park, CA 94028

Mr. Kohlberg co-founded Kohlberg & Company, a leading middle market private equity firm, which recently raised its sixth private equity fund of $1.5 billion dollars, in 1987. The firm has completed nearly 100 platform investments of undervalued and/or underperforming companies. Mr. Kohlberg is a member of the board of directors of Kohlberg Capital Corporation (formerly known as Kohlberg Capital, LLC). Mr. Kohlberg is an active venture investor in internet media, entertainment, and alternative energy, including ClearEdge Power, a fuel cell company (chairman), Essential Entertainment, a film finance and foreign sales company (chairman) and CurrentTV, an Emmy winning interactive content cable company. Most recently he co-founded an internet media firm, Helium Group LLC (which does business as HalogenGuides.com). Mr. Kohlberg is also active in educational philanthropy through his foundation and is on the board of directors of EcoAmerica, an environmental non-profit.

Allen L. Morgan (Age: 54)

Business Address:

2800 Sand Hill Road, Suite 250
Menlo Park, CA 94025

Since January 1999, Mr. Morgan has been a General Partner or Managing Director of Mayfield Fund, a venture capital fund based in Menlo Park, California. From May 1997 to December 1998, Mr. Morgan was a partner in the corporate department of Latham & Watkins LLP in Menlo Park, California. From November 1982 to May 1997, Mr. Morgan was an associate and a partner in the corporate department of Wilson, Sonsini, Goodrich & Rosati, P.C. in Palo Alto, California. He received an A.B. from Dartmouth College in 1976, a B.A. and M.A. from Oxford University in 1978 and 1983, respectively, and a J.D. from the University of Virginia in 1981. Since February 1999, Mr. Morgan has served as a member of the board of directors of Varsity Group Inc. From 2001 to 2007, Mr. Morgan was a member of the board of directors of PlanetOut Inc. From 2005 to 2006, Mr. Morgan was a member of the board of directors of ValueVision Media, Inc.

I - 4

Name, Age and Business and Residential Address

Principal Occupation or Employment During the Last Five Years; Public Company Directorships

Gregory Shove (Age: 46)

Business Address:

625 Second St, 3rd Floor
San Francisco, CA
94107

Mr. Shove has served as a member of the board of directors of RedEnvelope, Inc. since May 2007. Mr. Shove co-founded and since 2005 has been the CEO of Helium Group LLC (which does business as HalogenGuides.com), a San Francisco-based internet media company focusing on the luxury travel, real estate and financial services markets. From 2001 to 2005, Mr. Shove was an active private and public company investor, with a focus on consumer markets. Mr. Shove was also the co-founder of 2Market, a Silicon Valley start-up that pioneered the development of interactive shopping and which was acquired by America Online in 1995. Mr. Shove spent over four years at America Online, where he was the first Vice President of Electronic Commerce in 1996. Prior to America Online, Mr. Shove worked at Digital Equipment Corp and Sun Microsystems. Mr. Shove graduated as a Sloan Fellow from Stanford University, Graduate School of Business in 1993 and holds a B.A. in Economics from the University of Western Ontario.

I - 5

Transactions in the Securities of the Company

Other than as set forth herein or in the Notice, none of the Participants is the record or beneficial owner of any securities of the Company, or any parent or subsidiary of the Company.

The Master Fund and the Special Fund have entered into total return swap agreements (cash settlement) relating to the Class A Stock. These swap agreements have the effect of increasing or decreasing the Harbinger Persons’ economic exposure to the Class A Stock without conferring voting or dispositive power over the notional number of shares referred to in such agreements. The Master Fund and the Special Fund have changed, and may from time to time change, the notional number of shares referred to in such agreements.

Other than as set forth herein, none of the Participants has effected any transactions in any securities of the Company in the last two years.

Transactions by Firebrand/Harbinger

Date of Transaction	Number of Shares of Class A Stock Purchased/(Sold)	Price Per Share
1/16/2008	250,000.00	$15.4501
1/17/2008	970,455.00	$15.1033
1/17/2008	1,354,545.00	$15.1033
1/18/2008	2,000.00	$15.1415
1/18/2008	350,000.00	$15.0355
1/22/2008	88,000.00	$14.3176
1/22/2008	312,000.00	$14.4644

Transactions by Master Fund

Date of Transaction	Number of Shares of Class A Stock Purchased/(Sold)	Price Per Share
12/21/2007	33,333.00	$17.7152
12/21/2007	641,334.00	$17.6895
12/24/2007	91,333.00	$17.5041
12/26/2007	159,305.00	$17.4562
12/27/2007	266,667.00	$17.3064
12/28/2007	178,017.00	$17.3161
12/31/2007	266,667.00	$17.5549
1/2/2008	306,666.00	$17.3648
1/3/2008	333,333.00	$17.5436

I - 6

Date of Transaction	Number of Shares of Class A Stock Purchased/(Sold)	Price Per Share
1/4/2008	120,200.00	$17.2644
1/7/2008	36,667.00	$17.0952

Transactions by Special Fund

Date of Transaction	Number of Shares of Class A Stock Purchased/(Sold)	Price Per Share
12/21/2007	16,667.00	$17.7152
12/21/2007	320,666.00	$17.6895
12/24/2007	45,667.00	$17.5041
12/26/2007	79,652.00	$17.4562
12/27/2007	133,333.00	$17.3064
12/28/2007	89,009.00	$17.3161
12/31/2007	133,333.00	$17.5549
1/2/2008	153,334.00	$17.3648
1/3/2008	166,667.00	$17.5436
1/4/2008	60,100.00	$17.2644
1/7/2008	18,333.00	$17.0952

I - 7

Exhibit A

Consents to Being Named as Nominees and

to Serve as Directors of The New York Times Company

[Attached]

A - 1

Consent to Being Named as a Nominee and

to Serve as Director of The New York Times Company

To:

Secretary of The New York Times Company

The undersigned hereby consents (x) to being named as a nominee for election to the Board of Directors of The New York Times Company, a New York corporation (the “Company”), (y) to be named in the proxy soliciting materials as such and (z) if duly elected by the stockholders of the Company, to serve as a director of the Company.

Dated: January 18, 2008.

/s/ Scott Galloway

Scott Galloway

Consent to Being Named as a Nominee and

to Serve as Director of The New York Times Company

To:

Secretary of The New York Times Company

Dated: January 15, 2008.

/s/ James A. Kohlberg

James A. Kohlberg

Consent to Being Named as a Nominee and

to Serve as Director of The New York Times Company

To:

Secretary of The New York Times Company

Dated: January 23, 2008.

/s/ Allen Morgan

Allen Morgan

Consent to Being Named as a Nominee and

to Serve as Director of The New York Times Company

To:

Secretary of The New York Times Company

Dated: January 19, 2008.

/s/ Gregory Shove

Gregory Shove

EX-99.B 3 exb-sc13d_nytimes.htm LETTER TO THE ISSUER

EXHIBIT B

February 11, 2008

Mr. Arthur O. Sulzberger

Chairman and Publisher

Ms. Janet L. Robinson

President and Chief Executive Officer

The New York Times Company

620 Eighth Avenue

New York, New York 10018

Arthur and Janet,

On behalf of Harbinger Capital Partners and Firebrand Partners, I am writing to thank you again for taking the time to meet with us last Friday.

We are looking forward to continuing a productive and positive dialog. Accordingly, as we discussed on Friday, each of our director nominees is free to meet with the members of your nominating committee at their convenience.

Regards,

/s/ Scott Galloway
Scott Galloway
Firebrand Partners

GRAPHIC 4 img1.gif GRAPHIC begin 644 img1.gif M1TE&.#EA6@!V`'<``"'_"TU33T9&24-%.2XP#0````%S4D="`*[.'.D`(?\+ M35-/1D9)0T4Y+C`8````#&US3U!-4T]&1DE#13DN,$!I2Y0J`"P`````6@!V M`(7SLFG>2GRE2W:;2;FIH+MC"OVPX7G@2G07"38:B;D?2GSJE7VRI/YHB_[ MLT?PDBSA=R?]XK/SRJ/PF3CLNYWLE#O7=4?UW,WXJ$+=@U'<>#O@=2?]\-_R MNG[____2:#?EBT36:B[\OUSOCRS<<";JARG79R7^^._WGB[[T(OPO)'NOY[M MP*STT+;39"WNH%/8;RX&_\"6<$@L&H_(I'+);#J?T*AT2JU:K]BL=LOM>K_@ ML'A,+IO/Z+1ZS6Z[W_"X?$ZOV^]2&SXLV'\'`WY>!8)=*SB%7`4@B5L&C5H" M,9!9'8B45BL&?9A5!0:!G50=!GJB4B`&CZ=2GZNL3S:JK[!-`APK8H,#TI\^80YGHBP?OTAP%3+-2<#HR:A(!"?O!`PFG M0H.S6IO^O$AVB#Z$_/JU=0/@K-T&:;?^K'!D!4F,^^:V\4'CKMV\>C7L'"(@ MZ$6$@MF0>$"CLF&T>66P:/<2:-`(#.D\&#VZ_''TRGT0"4'!/7SI$,PW'WWE M57==92044===_\&AP`,@`+:7[LP@;FPF+"#`R7`?74)#HR]B]T.!"[X!#SXO?/AB">N^.*,-^[X 5XY!'+OGDE%=N^>689Z[YYG($`0`[ ` end EX-99.C 5 exc-sc13d_nytimes.htm THE LLC AGREEMENT

EXHIBIT C

Limited Liability Company Agreement ^*

Harbinger Capital Partners NY, LLC

In consideration of the mutual covenants herein made and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the undersigned parties agree as follows:

1. Formation and Name. Harbinger Capital Partners Master Fund I, Ltd. (“Master Fund”) and Harbinger Capital Partners Special Situations Fund, L.P. (together with the Master Fund, “Harbinger Capital Partners”), Firebrand Investments, LLC (“Galloway Entity”), and the other members party hereto (together with Harbinger Capital Partners and Galloway Entity, the “Members”) have formed a limited liability company (the “LLC”) under the laws of the State of Delaware with the name “Harbinger Capital Partners NY, LLC”.

2. Purpose and Powers. The LLC was formed to invest from time to time in securities of various companies identified by the Members (the aggregate investment in each such company is referred to herein as an “Investment”).

The LLC shall have the power, to the extent consistent with any of the foregoing purposes, (i) to acquire, own, hold, maintain, operate, manage, lease, sell and otherwise deal with property of every kind and description, whether real, personal or mixed, and whether tangible or intangible, (ii) to maintain bank accounts, to make investments and, with the approval of Class A Members, to borrow money and to make and issue, notes, drafts, guarantees and other instruments evidencing indebtedness and to secure the payment thereof by mortgage, pledge, assignment or other security interest, (iii) to enter into and perform all contracts, agreements and other undertakings, and (iv) to engage in any other activity or business directly related or incidental to the foregoing, and to do all things necessary, advisable, incidental or convenient to the foregoing.

3. Office and Resident Agent. The address of the office of the LLC is c/o Harbinger Capital Partners Offshore Manager, LLC, One Riverchase Parkway South, Birmingham, AL 35244, or such other address as may be determined from time to time by the Manager (as defined below) with notice to the other Members. The name and address of the resident agent for service of process on the LLC in Delaware is the Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 County of New Castle.

4. Members. The LLC shall have two Class A Members and such number of Class B Members as may be admitted with the consent of the Class A Members. The Manager shall maintain a schedule showing the name, address, classification as a Class A or Class B Member, total capital contributions, capital account balance and Percentage Interest (as defined below) of each Member with respect to each Investment (as defined below).

_________________________

^*	This document reflects the name change effected by the Amendment to the Limited Liability Company Agreement dated as of February 6, 2008 by and among the parties hereto.

Capital Contributions, Capital Accounts and Percentage Interests.

(a) Each Member, with the approval of the Class A Members, shall make capital contributions with respect to a particular Investment (each, a “Capital Contribution”) from time to time in the form of cash or, if approved by the Manager in all cases and with the approval of Galloway Entity with respect to Class B Members, securities. Any cash contributions shall be effected by wire transfer to a bank or brokerage account of the LLC. The percentage interest of each Member with respect to an Investment (each, a “Percentage Interest”) shall equal such Member’s Capital Contributions divided by the sum of all Members’ Capital Contributions with respect to such Investment, as of the date of any such calculation. The Class A Members shall allocate capital contributions amongst themselves and approve capital contributions by the Class B Members so that the Master Fund shall at all times be entitled to at least 50% of all distributions and allocations, whether upon liquidation and dissolution, or otherwise.

(b) The LLC shall maintain a capital account (a “Capital Account”) for each Member with respect to each Investment. Such Capital Account shall initially equal zero, and shall be increased by each Capital Contribution with respect to such Investment, increased or decreased by items of gain, loss, income and expense allocated to such Member with respect to such Investment in accordance with Paragraph 7 and decreased by the cash or fair market value of assets distributed to such Member with respect to such Investment in accordance with Paragraph 7.

(c) All assets of the LLC shall be valued at their fair market value as reasonably determined by the Manager; provided that each publicly-traded security held by the LLC shall be valued at the last sale price on the valuation date during regular trading hours on the principal exchange or market on which such security is traded.

Management.

(a) Each Harbinger Capital Partner shall have exclusive rights of every kind to control and bind the LLC with respect to investments of the Capital Contributions attributable to such Harbinger Capital Partner, including, without limitation, with respect to any purchasing, selling, holding, managing and/or voting decisions relating in any way to any securities purchased with such Capital Contributions. Manager shall not have any right to control such decisions except as to such authority as may be delegated to Manager by a Harbinger Capital Partner.

(b) Galloway Entity shall have exclusive rights of every kind to control and bind the LLC with respect to investments of the Capital Contributions by the Class B Members, including, without limitation, with respect to any purchasing, selling, holding, managing and/or voting decisions relating in any way to any securities purchased with such Capital Contributions. Manager shall not have any right to control such decisions except as to such authority as may be delegated to Manager by Class B Members.

(c) Except as provided in Sections 6(a) and 6(b) above, the LLC shall be managed by a Manager, who shall have authority to exercise all powers of the LLC, including with respect to any matters arising out of, or relating to, Section 10 (Liquidation and Dissolution) below, provided, however, that any decision that would have a material adverse impact on any Member may only be made by Manager with the prior written consent of the affected Member. The Master Fund is hereby appointed the Manager of the LLC. The Manager may appoint officers, of the LLC with such titles and responsibilities as Manager determines. The initial officer of the LLC shall be Scott Galloway, President. The Manager may delegate such powers and responsibilities to such officers or other persons as the Manager may determine from time to time.

(d) (i) Harbinger Capital Partners may, in their sole discretion, elect to consult with Galloway Entity and Scott Galloway as to matters relating to Section 6(a) above, as Harbinger Capital Partners may determine from time to time; provided that, notwithstanding any such consultation, each Harbinger Capital Partner shall retain exclusive final decision authority over all decisions relating in any way to investment of Capital Contributions of such Harbinger Capital Partner.

(ii) Galloway Entity and Scott Galloway shall promptly provide such consulting services as Harbinger Capital Partners may reasonably request under Section 6(d)(i) from time to time during the term of this Agreement.

(e) Scott Galloway and Galloway Entity shall work exclusively with Harbinger Capital Partners in connection with any investment, consulting or other activities directly or indirectly relating to any company in which the LLC has made an Investment. Prior to a sale by LLC of stock in a company in which the LLC has made an Investment that results in a reduction of the beneficial ownership by Harbinger Capital Partners in such company’s common stock to less than 2.5% of such company’s outstanding common stock (“HCP’S EXIT”), in no event shall Galloway Entity (or any affiliate thereof, including Scott Galloway), directly or indirectly, raise additional capital, become involved with any new investment or otherwise form alliances with or perform services for any other existing or future investors in connection with such company, in each case without the express prior written consent of Harbinger Capital Partners. The provisions of this Section 6(e) shall survive termination of this Agreement until the time of HCP’s Exit.

(f) Scott Galloway shall develop for Harbinger Capital Partners an active strategy to unlock value at each company in which the LLC has made an Investment. Such strategy shall include proposed strategy, proposals and interactions with the company’s management and board (as well as such other matters as Harbinger Capital Partners shall reasonably request). Scott Galloway shall not communicate with any such company’s management or board without the Manager’s consent.

(g) No Class B Member or any of its related persons who may be considered a member of a “group” (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) with any Class B Member or with Harbinger Capital Partners shall acquire or dispose of beneficial ownership of any equity security of a company in which the LLC has made an Investment without giving prior notice to Harbinger Capital Partners.

(h) Except as otherwise expressly provided in this Section 6, neither Galloway Entity nor any of its affiliates (including, without limitation, Scott Galloway) nor any other Class B Member shall have any authority to bind, represent or otherwise act as agent for Harbinger Capital Partners.

7.	Allocations.
	(a)	Capital Account Allocations.

(i) All items of income, gain, expense and loss (including the expense of organizing the LLC) shall be allocated to the Capital Accounts in a manner so that as nearly as possible, consistent with, and subject to, any applicable laws, rules and regulations, the balance of the Capital Account of each Member with respect to each Investment is equal to the Target Capital Account of each Member.

(ii) “Target Capital Account” means, with respect to any Member and with respect to any Investment for any Fiscal Year or other period, an amount (which may be either a positive or negative balance) equal to the difference between (i) the hypothetical distribution (if any) such Member would receive from the LLC (regardless of whether such distributions would be held in reserve by the LLC) if the LLC were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value (as defined below), all LLC liabilities were satisfied (limited with respect to each nonrecourse liability to the Carrying Value of the assets securing such liability), and the net assets of the LLC were distributed, in accordance with Section 8 to the Members immediately after making such allocation minus (ii) such Member’s share of Partnership minimum gain and partner minimum gain, determined in accordance with applicable law immediately prior to such deemed sale. “Carrying Value” means, with respect to any LLC asset, except as set forth below, the asset’s adjusted basis for United Stated federal income tax purposes, reduced by any amounts attributable to the inclusion of liabilities in such basis pursuant to Section 752 of the Internal Revenue Code of 1986, as amended (the “Code”), except that the Carrying Values of all LLC assets may, at the discretion of the Manager, be adjusted to equal their respective fair market values (as determined by the Manager, in accordance with Paragraph 5(c)) in accordance with the rules and at the times set forth in Regulation Section 1.704-1(b)(2)(iv)(f).

(iii) Deductions attributable to LLC Expenses, as defined in Section 8(d) below, shall be allocated to the Class B Members, all other expenses of the LLC shall be allocated to the Members in accordance with their Percentage Interests.

(b) Tax Allocations. For United States federal, state and local income tax purposes, items of income, gain, loss, deduction and credit shall be allocated to the Members in accordance with the allocations of the corresponding items for Capital Account purposes under Section 7(a) except that items with respect to which there is a difference between tax and book basis will be allocated in accordance with Section 704(c) of the Code, the Regulations thereunder and Regulation Section 1.704-1(b)(4)(i). Specifically, any loss realized for United States federal, state or local income tax purposes that was previously reflected as an unrealized loss shall be allocated to the Members in accordance with the allocation of the corresponding unrealized loss for Capital Account purposes.

Distributions

(a) Timing of Distributions. Except as otherwise provided in this Section 8, distributions shall be made in the case of cash or any securities received by the LLC in connection with any disposition of, or receipt of other income attributable to an Investment held by the LLC, (“Investment Proceeds”), or any other cash received by the LLC, as soon as reasonably practicable following the receipt of such cash or securities. Distributions of non-cash proceeds shall be made as if cash in an amount equal to their value, as provided in Section 5(c) of this Agreement, were to be distributed.

(b) Amounts and Priority of Distributions of Investment Proceeds. Investment Proceeds with respect to each Investment for computational purposes shall be apportioned among the Members in proportion to their Percentage Interests, and distributed or applied as follows:

(i) the amount so apportioned to each Class B Member shall be distributed to such Class B Member;

(ii) the amount so apportioned to each Class A Member shall, be divided between each such Class A Member and the Class B Members and distributed as follows:

(A)

First to the Class A Member, up to an amount equal to the excess of (x) the Capital Contributions made by such Class A Member with respect to such Investment that has been disposed of over (y) the amounts previously distributed to such Class A Member with respect to such Investment pursuant to this clause (A);

(B)

Second to the Class B Members, in such proportion as may be specified by the Galloway Entity (with the consent of the Master Fund), until the cumulative past and present distributions made to the Class B Members with respect to such Investment pursuant to this clause (B) are equal to the Target Amount (as defined below) (determined as of the date of the distribution) with respect to such Investment; and

(C)

Thereafter, 100% to the Class A Member.

(c) Distributions of other income. All cash received by the LLC other than Investment Proceeds shall be distributed to the Members in accordance with their Percentage Interests.

(d) (i) “Target Amount” with respect to any Investment means (A) 10% of Net Profits (as defined below) realized by Harbinger Capital Partners (and/or its any of its affiliates) and the LLC on any of its (or their) equity investments in the company that is the

subject of the Investment during the term hereof whether or not made through the LLC, including without limitation, any Investments in such company by the LLC made with Capital Contributions of the Class A Members (“Equity Investment”), as calculated by Harbinger Capital Partners in good faith minus (B) an amount equal to the LLC Expenses. “LLC Expenses” means, with respect to each Investment, expenses paid by Harbinger Capital Partners but only to the extent Harbinger Capital Partners would not have incurred such expenses had the Investment in the company by Harbinger Capital Partners been structured as a direct acquisition of securities of such company by each Harbinger Capital Partner (assuming such investment was subject to a profit participation payment to the Galloway Entity calculated in the same manner as the Target Amount) instead of being structured as indirect investment through the LLC. LLC Expenses not associated with a particular Investment shall be allocated pro rata among Investments based on the total amount invested in each Investment at the time the expense is incurred.

(ii) “Net Profit” with respect to any Investment means, on an aggregate basis, (A) the sale price actually realized by Harbinger Capital Partners or he LLC, minus the purchase price paid by Harbinger Capital Partners or the LLC for the shares sold, plus (B) the amount or fair market value of any distribution received in respect of the total Equity Investment not otherwise reflected in Net Profits, minus (C) 1.5 percent per annum on Harbinger Capital Partners’ Equity Investment, minus (D) any expenses (including, without limitation, legal, financial, public relations, advisory or other professional expenses, etc.) incurred or otherwise reimbursable by Harbinger Capital Partners in connection with its Equity Investment, which expenses shall include without limitation any Consulting Compensation (as defined below), shall not include any general overhead expense of Harbinger Capital Partners and shall not include any expenses paid for out of the deduction referred to in clause (C) above, minus (E) any realized loss for a prior period for which a deduction was not previously made. For purposes of clause (B) above, any in-kind distribution shall not be included in Net Profits until the property received in such in-kind distribution is sold or distributed to the Members. Any calculation of Net Profit will assume that the shares sold were those most recently acquired, unless Harbinger Capital Partners uses some other method (such as first-in-first-out or specific identification) for its own accounting purposes, in which case such other method may be used to determine Net Profits.

(iii) Holdback. Notwithstanding the foregoing provisions of this Section 8 or any other provision of this Agreement, 25% of the Target Amount otherwise distributable to the Class B Members pursuant to Section 8(b)(ii)(B) with respect to any Investment shall be held back in a reserve account (the “Holdback Account”) until the LLC is terminated (as provided in Section 10 below), at which time a final computation of the Target Amount will be made by the Class A Members (the “Final Target Amount”) with respect to each Investment. If the Final Target Amount with respect to any Investment is less than the aggregate amounts previously distributed by the LLC to the Class B Members pursuant to Section 8(b)(ii)(B) with respect to such Investment (other than any amount deposited in the Holdback Account) (the “Class B Distributed Amount”), then the balance of the Holdback Account with respect to such Investment shall be distributed to the Class A Members in accordance with their relative Percentage Interests. If the Final Target Amount is greater than or equal to the Class B Distributed Amount, then the difference between the Final Target Amount and the Class B Distributed Amount shall be distributed to the Class B Members in accordance with their relative Percentage Interests, and the balance of the Holdback Account shall be distributed to the Class A

Members in accordance with their relative Percentage Interests. In addition, at the election of the Class A Members, a portion or all of the balance in the Holdback account may be distributed to the Class B Members prior to the termination of the LLC in an amount and at the time determined by the Class A Members (in their sole discretion).

9. Transfer. No Member shall sell, assign or otherwise transfer, in whole or in part, such Member’s interest in the LLC, without the prior written consent of Harbinger Capital Partners and the Galloway Entity (provided that it is a Member at the time); provided that no consent shall be required in the case of a transfer by Harbinger Capital Partners to one or more of their respective affiliates.

10. Liquidation and Dissolution. (a) The LLC shall continue to exist unless terminated earlier as follows:

(i) the LLC may be terminated at the election of the Master Fund pursuant to any termination of this Agreement in accordance with Section 18 (Termination) hereof;

(ii) the LLC may be terminated at the election of the Galloway Entity pursuant to any termination of the Agreement in accordance with Section 18 (Termination) hereof; and

(iii) the LLC may be terminated at any time upon the consent of a majority of the Class B Members (determined by capital accounts) and the Master Fund.

(b) Distributions in liquidation may be paid in cash or in kind or a combination thereof, as determined by the Manager. Any shares of common stock of Company or other publicly-traded security distributed in liquidation in connection with a withdrawal shall be valued as provided in Section 5 (Capital Contributions) hereof.

(c) Distributions Upon Winding Up. Within a reasonable period of time following the termination of the LLC, after allocating all items of income, gain, loss or deduction pursuant to Section 7, the LLC’s assets shall be applied and distributed in the following manner and order of priority:

(i) the claims of all creditors of the LLC (including Members except to the extent not permitted by law) shall be paid and discharged other than liabilities for which reasonable provision for payment has been made; and

(ii) thereafter to the Members, in the same manner as distributions under Section 8.

11.

Indemnification, etc.

(a) Neither the Manager nor any officer shall be liable for any act or omission made or done in good faith, except for reckless or grossly negligent acts or omissions.

(b) Harbinger Capital Partners shall, to the fullest extent permitted by law, indemnify Scott Galloway, Galloway Entity, its managers, members and officers, (each such person an “Indemnified Person”) from and against all liabilities and expenses (including, without limitation, judgment, fines, penalties, amounts paid in settlement, attorneys’ fees and costs of investigation) incurred in connection with the defense or disposition of any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, in which the Indemnified Person is involved, as a party or otherwise, or with which the Indemnified Person may be threatened, either during the Indemnified Person’s incumbency or thereafter, relating to or arising out of the activities undertaken hereunder relating to any Investment or otherwise relating to or arising out of this Agreement, other than as a result of conduct on the part of such person that would constitute Cause hereunder and only to the extent such liabilities and expenses are not otherwise covered by insurance or indemnification from another source (including, without limitation, any company in which the LLC has made an Investment). Expenses incurred by an indemnified person in defense or settlement of any claim that is subject to a right of indemnification hereunder shall be advanced by the indemnifying person prior to the final disposition thereof, but only upon receipt of a written undertaking by or on behalf of the indemnified person to repay such amount if it shall be determined that the indemnified person is not entitled to be indemnified hereunder.

(c) Indemnification Procedures. Promptly after receipt by an indemnified person of notice of its involvement in any action, proceeding or investigation, such indemnified person shall, if a claim for indemnification in respect thereof is to be made against an indemnifying person under this Agreement, notify the indemnifying person in writing of such involvement. If any person is entitled to indemnification under this Agreement with respect to any action or proceeding brought by a third party, the indemnifying person shall be entitled to assume the defense of any such action or proceeding with counsel reasonably satisfactory to the indemnified person. Upon assumption by the indemnifying person of the defense of any such action or proceeding, the indemnified person shall have the right to participate in such action or proceeding and to retain its own counsel, but the indemnifying person shall not be liable for any legal fees and expenses of other counsel or for the fees and expenses of other providers of professional services subsequently incurred by such indemnified person in connection with the defense thereof unless (i) the indemnifying person has separately agreed to pay such fees and expenses, (ii) the indemnifying person shall have failed to employ counsel reasonably satisfactory to the indemnified person in a timely manner, or (iii) the indemnified person shall have been advised by counsel that there are actual or potential conflicting interests between the indemnifying person and the indemnified person, including situations in which there are one or more legal defenses available to the indemnified person that are different from or additional to those available to the indemnifying person; provided, however, that the indemnifying person shall not, in connection with any one action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all indemnified persons except to the extent that local counsel (limited to one firm in each applicable jurisdiction), in addition to its regular counsel, is required in order to effectively defend against such action or proceeding. The indemnifying person shall not be required to indemnify any indemnified person for any amount paid or payable by such indemnified person in the settlement of any action, proceeding or investigation without the written consent of the indemnifying person, which consent shall not be unreasonably withheld if such settlement (i) includes an explicit and

unconditional release of the indemnifying person and its affiliates from the party bringing such lawsuit, claim or other proceeding and (ii) does not place any future limitations on the conduct of the indemnifying person’s business.

12. Admission of New Members. A new Member may be admitted to the LLC only with the approval of, and upon terms and conditions approved by, the existing Class A Members.

13. Amendment. This Agreement shall not be amended, modified or waived except by written instrument signed by the Master Fund and a majority of the Class B Members (determined by capital accounts).

14. Custody of LLC Assets. All cash and securities owned by the LLC shall be deposited and held in an account in the name of the LLC with instructions to provide duplicate confirms, monthly account statements and web access to account information to such persons, if any, as the Class A Members may designate to the LLC.

15.

Consulting/Expenses.

(a) Consulting compensation (“Consulting Compensation”) with respect to a particular Investment will be paid to Galloway Entity by Harbinger Capital Partners in advance on the first day of each fiscal quarter or a portion thereof in cash. Consulting Compensation shall be the lesser of (A) the product obtained by multiplying and.125% times the average fair market value of such Investment made by the LLC with the Capital Contributions of the Class A Members, and (B) $25,000.

(b) Except as expressly set forth herein, each party to this Agreement shall bear their own expenses with respect to matters arising out of relating to this Agreement.

16.

[Reserved].

17. Confidentiality. Each Class B Member acknowledges that in connection with the transactions contemplated hereunder Harbinger Capital Partners may provide it with confidential information regarding Harbinger Capital Partners or the Company. Each Class B Member agrees, and agrees to cause its principals, officers, employees and other agents (collectively, its “Representatives”), to keep all such information strictly confidential other than information that (a) was or becomes generally available to the public other than as a result of a disclosure by the Class B Member or its Representatives in violation of this Agreement, (b) was or becomes available to the Class B Member or its Representatives on a non-confidential basis from a source other than Harbinger Capital Partners (provided that such source was not known by the Class B Member or its Representatives to be bound by any agreement with or other duty to Harbinger Capital Partners or an adviser of any of such parties to keep such information confidential) or (c) has been independently acquired or developed by the Class B Member or its Representatives without using confidential material provided by Harbinger Capital Partners or the Company or otherwise obtained in violation of the Class B Member’s obligations under this Agreement.

18.

Termination.

(a) Master Fund shall have the right to terminate this Agreement at any time upon prior written notice to Galloway Entity and the Class B Members; provided that, if Master Fund terminates this Agreement other than for Cause (as defined below), such termination shall not be effective with respect to Section 7 (Allocation), 8 (Distributions) and 10 (Liquidation and Dissolution) and any other provisions of this Agreement relating thereto and Harbinger Capital Partners shall be responsible for payment of any amounts payable or which may become payable under Section 8 (Distributions) with respect to each Equity Investment as of such date.

(b) For the purpose of this Agreement, “Cause” shall mean fraud, willful misconduct, material breach of its obligations hereunder or material violation of applicable laws in each case, if curable, that are not cured within five days of notification to Galloway Entity.

(c) Galloway Entity shall have the right to terminate this Agreement with respect to any Investment or all Investments at any time upon 5 business days prior written notice to Harbinger Capital Partners and the other Class B Members; provided that such termination shall not be effective with respect to Sections 7 (Allocation), 8 (Distributions) and 10 (Liquidation and Dissolution) and any other provisions of this Agreement relating thereto and Harbinger Capital Partners shall be responsible for payment of any amounts payable under Section 8 (Distributions) with respect to each Equity Investment made as of such termination, subject further to Galloway Entity not being in material breach of its obligations hereunder at the time of termination and to the continued compliance by Galloway Entity (and its affiliates) with Sections 6(e) and 6(g) with respect to each Investment until HCP’s Exit with respect to such Investment; provided, further, that if Galloway Entity terminates this Agreement pursuant to this Section 18, the aggregate amount, if any, required to be paid to Galloway Entity shall not exceed the amount that would have been payable if Harbinger Capital Partners and/or any of its affiliates effected a sale of all Equity Investments at fair market value on the date Galloway Entity provides written notice of termination to Harbinger Capital Partners. For the purpose of this paragraph 18, “fair market value” shall be determined based on the closing price of the Company stock on the principal market for the Company’s common stock on the date Galloway Entity provides notice of termination under this Section 18. Galloway Entity may elect to receive an advance distribution of its Target Amount with respect to any Investment with respect to which it has terminated this agreement, in an amount equal to one-third of the Target Amount with respect to such Investment, calculated as if Harbinger Capital Partners had sold all Equity Investments with respect to such Investment at fair market value on the date Galloway Entity provides written notice of such termination to Harbinger Capital Partners. Such advance shall be deducted from the Target Amount ultimately determined for such Investment.

19. Section 16(b). Each party agrees to indemnify and hold harmless the other parties for any loss or expense that they incur due to a loss or expense incurred by the LLC by reason of its engaging transactions that entitle Company or any other person to recover “short-swing” profits under Section 16(b) of the 1934 Act from any transactions authorized by such party pursuant to Section 6(b) or Section 6(c), as applicable, excluding any such liability to the extent that it is covered by purchases or sales of securities by such party directly or through entities other than the LLC.

20. Tax Reporting. The Master Fund shall serve as the “tax matters member” for the LLC, and shall use commercially reasonable efforts to cause the LLC to send to each person who was a Member at any time during any fiscal year within 90 days following the end of such fiscal year a copy of Schedule K-1 to Internal Revenue Service Form 1065 (or any successor form), indicating such Member’s share of the LLC’s income, loss, gain, expense and other relevant items for the purposes of federal, state and local income taxes.

21. Governing Law. This Agreement, including all controversies arising from or relating to performance hereunder, shall be governed by, construed and interpreted in accordance with the internal laws of the State of Delaware, without giving effect to its rules concerning conflicts of laws. The parties consent to the jurisdiction and venue of the federal and state courts sitting in New York County in the State of New York.

22. Miscellaneous. This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to the subject mater hereof. The section headings herein are for convenience of reference only, are not part of this Agreement and shall have no effect on the interpretation of this Agreement or the provisions hereof. This Agreement shall be binding upon, inure to the benefit of, the parties and their respective successors and permitted assigns. This Agreement may be executed (including by facsimile) in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned have signed this Agreement as of January 25, 2008.

CLASS A MEMBERS:		CLASS B MEMBERS:
Harbinger Capital Partners Master Fund I, Ltd.		Firebrand Investments, LLC
By:	Harbinger Capital Partners Offshore	By:	/s/ Scott Galloway
	Manager, L.L.C. as Investment Manager		Scott Galloway Founder and CIO

By:

/s/ William R. Lucas, Jr.

William R. Lucas, Jr.

Executive Vice President

Harbinger Capital Partners Special Situations Fund, L.P.

By:	Harbinger Capital Partners Offshore Manager, L.L.C. as Investment Manager

By:

/s/ William R. Lucas, Jr.

William R. Lucas, Jr.

Executive Vice President

EX-99.D 6 exd-sc13d_nytimes.htm JOINT FILING AGREEMENT

CUSIP No. 650111107

EXHIBIT D

AGREEMENT

The undersigned agree that this Schedule 13D dated February 11, 2008 relating to the Class A Common Stock ($0.10 par value per share) of The New York Times Company shall be filed on behalf of the undersigned.

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

By:

Harbinger Capital Partners Offshore Manager, L.L.C.

By:

HMC Investors, L.L.C.,

Managing Member

By:

/s/ William R. Lucas, Jr.

Name: William R. Lucas, Jr.

Title: Executive Vice President

HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C.*

By:

HMC Investors, L.L.C.,

Managing Member

By:

/s/ William R. Lucas, Jr.

Name: William R. Lucas, Jr.

Title: Executive Vice President

HMC INVESTORS, L.L.C.*

By:

/s/ William R. Lucas, Jr.

Name: William R. Lucas, Jr.

Title: Executive Vice President

D-1

CUSIP No. 650111107

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

By:

Harbinger Capital Partners Special Situations GP, LLC

By:

HMC – New York, Inc.

Managing Member

By:

/s/ William R. Lucas, Jr.

Name: William R. Lucas, Jr.

Title: Executive Vice President

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC.*

By:

HMC – New York, Inc.

Managing Member

By:

/s/ William R. Lucas, Jr.

Name: William R. Lucas, Jr.

Title: Executive Vice President

HMC – NEW YORK, INC.*

By:

/s/ William R. Lucas, Jr.

Name: William R. Lucas, Jr.

Title: Executive Vice President

HARBERT MANAGEMENT CORPORATION*

By:

/s/ William R. Lucas, Jr.

Name: William R. Lucas, Jr.

Title: Executive Vice President

D-2

CUSIP No. 650111107

/s/ Philip Falcone*

Philip Falcone

/s/ Raymond J. Harbert*

Raymond J. Harbert

/s/ Michael D. Luce*

Michael D. Luce

/s/ Scott Galloway*

Scott Galloway

HARBINGER CAPITAL PARTNERS NY, LLC

By:

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., its manager

By:

HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C., its investment manager

By:

HMC INVESTORS, L.L.C., its managing member

/s/ William R. Lucas, Jr.

Name: William R. Lucas, Jr.

Title: Executive Vice President

FIREBRAND INVESTMENTS, LLC*

By:

/s/ Scott Galloway

Name: Scott Galloway

Title: Founder and CIO

February 11, 2008

*The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein.

D-3

EX-99.E 7 exe-sc13d_nytimes.htm TRANSACTIONS IN THE CLASS A COMMON STOCK

CUSIP No. 650111107

EXHIBIT E

Transactions in the Class A Common Stock ($0.10 par value per share) of the Issuer

TRANSACTIONS BY HARBINGER CAPITAL PARTNERS NY, LLC

Date of
Transaction

Number of Shares
Purchase (Sold)

Price per Share

1/16/2008	250,000	$15.4501
1/17/2008	970,455	$15.1033
1/17/2008	1,354,545	$15.1033
1/18/2008	2,000	$15.1415
1/18/2008	350,000	$15.0355
1/22/2008	88,000	$14.3176
1/22/2008	312,000	$14.4644
1/30/2008	717,414	$16.5082
1/30/2008	478,276	$16.5082
1/31/2008	930,000	$16.2382
1/31/2008	620,000	$16.2382
2/1/2008	616,020	$17.0328
2/1/2008	410,680	$17.0328
2/4/2008	572,400	$16.7763
2/4/2008	381,600	$16.7763
2/5/2008	572,552	$16.8026
2/5/2008	381,702	$16.8026
2/6/2008	367,620	$16.7731
2/6/2008	245,080	$16.7731
2/7/2008	370,837	$16.6895
2/7/2008	247,224	$16.6895
2/8/2008	216,788	$16.4372
2/8/2008	144,524	$16.4372

TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

Date of
Transaction

Number of Shares
Purchase (Sold)

Price per Share

12/21/2007	33,333	$17.7152
12/21/2007	641,334	$17.6895
12/24/2007	91,333	$17.5041
12/26/2007	159,305	$17.4562
12/27/2007	266,667	$17.3064
12/28/2007	178,017	$17.3161
12/31/2007	266,667	$17.5549
1/2/2008	306,666	$17.3648
1/3/2008	333,333	$17.5436
1/4/2008	120,200	$17.2644
1/7/2008	36,667	$17.0952

E-1

CUSIP No. 650111107

TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

Date of
Transaction

Number of Shares
Purchase (Sold)

Price per Share

12/21/2007	16,667	$17.7152
12/21/2007	320,666	$17.6895
12/24/2007	45,667	$17.5041
12/26/2007	79,652	$17.4562
12/27/2007	133,333	$17.3064
12/28/2007	89,009	$17.3161
12/31/2007	133,333	$17.5549
1/2/2008	153,334	$17.3648
1/3/2008	166,667	$17.5436
1/4/2008	60,100	$17.2644
1/7/2008	18,333	$17.0952

E-2