SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
THE NEW YORK TIMES COMPANY
--------------------------
(Name of Issuer)
CLASS A COMMON STOCK
--------------------
(Title of Class of Securities)
No. 650111107
-------------
(CUSIP Number)
Check the following box if a fee is being paid with this
statement (X). (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See
Rule 13d-7.)
*The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 7 Pages
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13G
CUSIP No. 650111107 Page 2 of 7 Pages
- ----------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William O. Taylor
###-##-####
- ----------------------------------------------------------------------------
2. Check The Appropriate Box If A Member Of A Group*
(a)
(b) (X)
- ----------------------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------------------
4. Citizenship or Place of Organization
- ----------------------------------------------------------------------------
5. Sole Voting Power
Number of 104,172
Shares
Beneficially 6. Shared Voting Power
Owned By 8,308,477
Each
Reporting 7. Sole Dispositive Power
Person 104,598
with
8. Shared Dispositive Power
8,308,051
- ----------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned By Each Reporting Person
8,412,649
- ----------------------------------------------------------------------------
10. Check Box If The Aggregate Amount in Row (9) Excludes Certain Shares*
See Exhibit I.
- ----------------------------------------------------------------------------
11. Percent of Class Represented By Amount in Row 9
8.66%
- ----------------------------------------------------------------------------
12. Type of Reporting Person*
IN
- ----------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
13G
CUSIP No. 650111107 Page 3 of 7 Pages
Item 1(a). Name of Issuer:
The New York Times Company
Item 1(b). Address of Issuer's Principal Executive Offices:
229 West 43rd Street
New York, NY 10036
Item 2(a). Name of Person Filing:
William O. Taylor
Item 2(b). Address of Principal Business office or, if none, Residence:
135 Morrissey Boulevard
P.O. Box 2378
Boston, MA 02107-2378
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Class A Common Stock, $.10 par value.
Item 2(e). CUSIP Number:
650111107
Item 3. This statement is not filed pursuant to Rules 13(d)-1(b)
or 13d-2(b).
Item 4. Ownership:
(a) Amount beneficially owned:
8,412,649 (see Exhibit I attached hereto).
(b) Percent of class:8.66% (see Exhibit I attached hereto).
(c) Number of shares owned by William O. Taylor:
(i) Sole power to vote or to direct the vote:
104,172.
(ii) Shared power to vote or to direct the vote:
8,308,477.
(iii) Sole power to dispose or to direct the
disposition of: 104,598.
(iv) Shared power to dispose of or to direct the
disposition of: 8,308,051.
Item 5. Ownership of Five Percent or less of a Class:
Not Applicable.
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13G
CUSIP No. 650111107 Page 4 of 7 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Other persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds
from the sale of, some but not all of the securities
listed in Item 4(a), but except as indicated on Exhibit
I attached hereto, no one person to the extent of more
than five percent of the outstanding shares of the
Issuer's Class A Common Stock.
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent
Holding Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of the Group:
Not applicable.
Item 10. Certification:
Not applicable.
Signature:
- ---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 6, 1996
Signature: /s/ William O. Taylor
---------------------------
Name/Title: William O. Taylor
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13G
CUSIP No. 650111107 Page 5 of 7 Pages
EXHIBIT I
---------
The New York Times Company (the "Company") has one class of common
stock, Class A Common Stock $.10 per value ("A Stock"), registered pursuant to
Section 12 of the Securities Exchange Act.
As of December 31, 1995, deeming the shares of A Stock subject to
options exercisable at any time within 60 days of December 31, 1995, to be
issued and outstanding shares of A Stock as of that date, I beneficially owned
8,412,649 shares of the Company's A Stock, or 8.66% of the A Stock outstanding
on that date.
I have the voting and dispositive power for certain shares of A Stock of
which I am a beneficial owner as indicated below:
Sole Shared Sole Shared
Beneficial Voting Voting Investment Investment
Holder Power Power Power Power
- ---------- ------ ------ ---------- ----------
William O. Taylor 68,445 68,445
William O. Taylor Trust
Trustees: Fiduciary Trust Company
William O. Taylor 8,437 8,437
James D. Colt
William O. Taylor 35,727 35,727
(options to acquire shares of
A Stock exercisable within 60 days
of 12/31/95)
Evans S. Pillsbury III Unitrust 50,000 50,000
Trustees: William O. Taylor
Boston Safe Deposit
& Trust Co.
At December 31, 1995, I was one of the three trustees (the "Jordan
Trustees") under the will (the "Jordan Will") of the late Eben D. Jordan, who
died in 1895. The other trustees were Roland D. Grimm and Robert A. Lawrence.
At January 1, 1995, the Jordan Trust held 6,608,787 shares of Class A Common
Stock of the issuer. All of these shares were held in the Jordan Voting Trust,
pursuant to which the Jordan Trustees shared the power to vote and dispose of
the shares. A corresponding number of Jordan Voting Trust certificates were
issued and also held in trust by the Jordan Trustees.
During 1995, 2,182,275 Jordan Voting Trust certificates formerly held in
trust by the Jordan Trustees, corresponding to 2,182,275 shares of Class A
Common Stock of the issuer, were transferred to the 1995 Symonds-Clay Trust.
There were four sub-trusts under the 1995 Symonds-Clay Trust which combined
assets formerly held in other sub-trusts under the Jordan Will (the "Symonds-
Clay Sub-trusts"). In the first Symonds-Clay Sub-trust there were 1,009,506
shares of Class A Common Stock. The income beneficiary of the first Symonds-
Clay Sub-trust was Jeremy Clay. In the second Symonds-Clay Sub-trust there
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13G
CUSIP No. 650111107 Page 6 of 7 Pages
were 1,009,507 shares of Class A Common Stock. The income beneficiaries of the
second Symonds-Clay Sub-trust (formerly Bridget Symonds) were Peter and Lucilla
Clay Stephenson. In each of the third and fourth Symonds-Clay Sub-trusts there
were 81,631 shares of Class A Common Stock. The income beneficiaries of the
third and fourth Symonds-Clay Sub-trusts were Peter Clay and Lucilla Clay
Stephenson, respectively.
As of December 31, 1995, there remained two sub-trusts under the Jordan
Will (the"Jordan Sub-trusts") for the benefit of the issue of the
testator, both of which terminated on January 16, 1996. One Jordan Sub-trust
(the "Kidder Sub-trust") held 2,213,256 shares of Class A Common Stock. The
income beneficiaries (formerly Dorothy R. Kidder) were certain lineal
descendants of Dorothy R. Kidder. The second Jordan Sub-trust (the "Talbot-
Baker Sub-trust") held 2,213,256 shares of Class A Common Stock. There were
seven income beneficiaries of this sub-trust, no one of whom was entitled to
more than 1/6th of the income of the trust.
At December 31, 1995, Mr. Lawrence, Mr. Grimm and I were the voting
trustees under the Jordan Voting Trust and shared all voting rights with
respect to the shares held in the Voting Trust (i.e., all shares under the 1995
Symonds-Clay Trust and under both Jordan Sub-trusts). Dispositive power with
respect to the shares in the Jordan Sub-trusts, but not the Symonds-Clay Sub-
trusts, was shared by the same three persons as trustees under the Jordan Will.
The Jordan Voting Trust terminated effective January 16, 1996.
I am one of the five voting trustees of the Globe Voting Trust. As of
December 31, 1995, the Globe Voting Trust was the record holder of 4,543,172
shares of A Stock. The Globe Voting Trust had outstanding on that date an
equal number of Units. Each Unit in effect represents one share of A Stock.
The certificates representing Units are held principally by various descendants
of General Charles H. Taylor or by trusts for their benefits. The Globe Voting
Trust will terminate on September 30, 2003, but may be terminated sooner, by a
unanimous vote of the Globe Voting Trust voting trustees or by action of the
holders of 66-2/3% or more of the outstanding Globe Voting Trust Units. Except
for major corporate transactions such as mergers or dispositions of
substantially all of the Company's property, the Globe Voting Trust voting
trustees have sole power to exercise voting rights of stockholders with respect
to shares of A Stock held by the trust. The trustees of the Globe Voting Trust
have no power to dispose of or to direct the disposition of shares of A Stock
held by the Globe Voting Trust. Holders of Globe Voting Trust Units, subject
to disposition restrictions of the Globe Voting Trust, have the power to
dispose of or to direct the disposition of Globe Voting Trust Units or the
underlying shares of A Stock.
I have voting and dispositive power with respect to shares of A Stock held
in the Globe Voting Trust as indicated in the following table:
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CUSIP No. 650111107 Page 7 of 7 Pages
Shared Sole Shared
Holders of Globe Voting Investment Investment
Voting Trust Units Power Power Power
- ------------------ ------ ---------- ----------
William O. Taylor 426 426
C.H. Taylor 1993 Globe Trust 199,656 199,656
Trustees: Charles H. Taylor, Jr.
William O. Taylor
Boston Safe Deposit & Trust Co.
C.H. Taylor Globe Family Trust 248,400 248,400
Trustees: Charles H. Taylor, Jr.
William O. Taylor
Boston Safe Deposit & Trust Co.
Elizabeth T. Fessenden Trust 625,816 625,816
Trustees: William O. Taylor
Edward L. Bigelow
Neil W. Rice
Evans S. Pillsbury III Marital Trust 311,318 311,318
Trustees: William O. Taylor
Boston Safe Deposit & Trust Co.
Evans S. Pillsbury III Residual Trust 192,218 192,218
Trustees: William O. Taylor
Boston Safe Deposit & Trust Co.
William O. Taylor Trust 63,419 63,419
Trustees: Fiduciary Trust Company
William O. Taylor
James D. Colt
In computing the aggregate number of shares beneficially owned by me, I
have excluded those shares of A Stock in which I have beneficial interest
solely because I am a voting trustee of the Globe Voting Trust, since as a
voting trustee of the Globe Voting Trust, I expressly disclaim a beneficial
interest in such shares.
Under the terms of the Globe Voting Trust, persons other than myself
have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, Units of the Globe Voting Trust,
but no one person to the extent of more than five percent of the
outstanding shares of A Stock.
