UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
THE NEW YORK TIMES COMPANY
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(Name of Issuer)
Class A Common Stock of $.10 par value
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(Title of Class of Securities)
650111 10 7
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(CUSIP Number)
Theodore R. Wagner
Carter, Ledyard & Milburn
2 Wall Street, New York, New York 10005
(212) 732-3200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 19, 1996
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(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the reporting
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.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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.
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The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 650111 10 7
1 NAME OF REPORTING PERSON: ARTHUR OCHS SULZBERGER
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS: NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF 7 SOLE VOTING POWER: 4,263,384 shares*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 3,763,053 shares**
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 4,263,384 shares*
PERSON WITH
10 SHARED DISPOSITIVE POWER: 3,763,053 shares**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,026,437 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.28%
14 TYPE OF REPORTING PERSON: IN
___________
* Includes 309,400 shares issuable upon exercise of employee
stock options and 1,785 shares issuable upon conversion of
1,785 shares of Class B Common Stock.
** Includes 369,405 shares issuable upon conversion of 369,405
shares of Class B Common Stock.
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This Amendment No. 4 to the Statement on Schedule 13D of
Arthur Ochs Sulzberger is being filed to report (i) amendments to
the Trust Indentures creating the 1986 Trusts (see Item 4) to
provide in each case for an additional (fifth) trustee, and (ii)
the appointment of Lynn G. Dolnick on December 19, 1996, as the
fifth trustee of each of the 1986 Trusts. Pursuant to Rule
101(a)(2)(ii) of Regulation S-T, the entire text of this
Statement on Schedule 13D is being restated.
Item 1. Security and Issuer.
The class of equity securities to which this Statement
relates is the Class A Common Stock of 10 cents par value (the "Class
A Stock").
The issuer of the Class A Stock is The New York Times
Company (the "Company"), a New York corporation whose principal
executive offices are located at 229 West 43rd Street, New York,
New York 10036.
Item 2. Identity and Background.
(a) The person filing this statement is Arthur Ochs
Sulzberger ("Mr. Sulzberger").
(b) The business address of Mr. Sulzberger is 229 West 43rd
Street, New York, New York 10036.
(c) The present principal occupation of Mr. Sulzberger is
Chairman, Chief Executive Officer and a director of the Company.
The principal businesses of the Company comprise diversified
activities in the communications field, including: the
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publication of newspapers and magazines (such as The New York
Times and The Boston Globe); newspaper distribution in the New
York City and Boston metropolitan areas; news, photo and graphics
services and news and features syndication; distribution of
TimesFax (a six-to-eight page synopsis of The New York Times
delivered to customers' facsimile machines or personal
computers); production of The New York Times Index; the licensing
of electronic data bases and microform, CD-ROM products and the
trademarks and copyrights of The New York Times; and television
and radio broadcasting. The address of the Company is 229 West
43rd Street, New York, New York 10036.
(d) Mr. Sulzberger has never been convicted in a criminal
proceeding.
(e) Mr. Sulzberger has never been a party to a civil
proceeding of a judicial or administrative body, as a result of
which he was or is subject to (i) a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or (ii)
a judgment, decree or final order finding any violation with
respect to such laws.
(f) Mr. Sulzberger is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
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Item 4. Purpose of Transaction.
The original version of this Statement, dated September 26,
1986, was filed by Mr. Sulzberger jointly with the trust created
under the will of Adolph S. Ochs (the "Ochs Trust"), George L.
Shinn and Iphigene Ochs Sulzberger. Mr. Sulzberger, George Shinn
and Iphigene Ochs Sulzberger were the trustees of the Ochs Trust.
This Statement was originally filed as a result of the acquisi-
tion by the Ochs Trust, on September 22, 1986, of 3,324,645
additional shares of Class A Stock, pursuant to a reclassifica-
tion of the common stock of the Company in which each share of
the Company's issued Class B Common Stock of 10 cents par value (the
"Class B Stock") was changed into 1/10th of a share of Class B
Stock and 9/10ths of a share of Class A Stock (the "Reclassifica-
tion"). As a result of the Reclassification, the Ochs Trust was
the beneficial owner of 17,859,450 shares of Class A Stock,
including 369,405 shares issuable upon conversion of 369,405
shares of Class B Stock, or approximately 22% of the shares of
Class A Stock then outstanding.
Amendment No. 1 to this Statement, dated March 1, 1990, was
filed as a result of the death of Iphigene Ochs Sulzberger on
February 26, 1990, and the consequent termination of the Ochs
Trust.
Amendment No. 2 to this Statement, dated June 13, 1990, was
filed as a result of the distribution by the Ochs Trust, on June
11, 1990, of: (i) 14,165,400 shares of Class A Stock in
substantially equal one-quarter shares to each of the four
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children of Iphigene Ochs Sulzberger: Mr. Sulzberger, Marian S.
Heiskell ("Mrs. Heiskell"), Ruth S. Holmberg ("Mrs. Holmberg")
and Judith P. Sulzberger ("Dr. Sulzberger" and collectively with
Mr. Sulzberger, Mrs. Heiskell and Mrs. Holmberg, the "children");
and (ii) 3,324,645 shares of Class A Stock and 369,405 shares of
Class B Stock in substantially equal one-quarter shares to four
trusts (the "1986 Trusts") severally created by Trust Indentures
each dated August 5, 1986 (the "Indentures"), made by each of the
four children. As a result of the said distribution, the Ochs
Trust and George L. Shinn ceased to be the beneficial owner of
more than five percent of the Class A Stock and accordingly
ceased to be reporting persons in this Statement.
Amendment No. 3 to this Statement, dated August 22, 1990,
was filed as a result of the creation by Mrs. Heiskell, on August
1, 1990, of a trust for the benefit of herself and her children
(the "Heiskell Trust"), and the transfer by Mrs. Heiskell of
750,000 shares of Class A Stock to the Heiskell Trust as part of
her estate planning. Mr. Sulzberger is the sole trustee of the
Heiskell Trust.
The amendments to the Indentures, and the appointment of Ms.
Dolnick as a trustee of the 1986 Trusts, which are the subject of
this Amendment No. 4 were made pursuant to a determination by the
children, as trustees of the 1986 Trusts, that the primary
purpose of the 1986 Trusts to maintain the editorial independence
of The New York Times and perpetuate it "as an independent
newspaper, entirely fearless, free of ulterior influence and
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unselfishly devoted to the public welfare" - in accordance with
the wishes of Adolph S. Ochs as expressed in his will - can best
be effectuated by maintaining control of The New York Times in
the hands of a relatively small number of descendants of Adolph
S. Ochs acting as trustees of the 1986 Trusts.
Except as set forth in Item 6 of this Amendment No. 4, Mr.
Sulzberger currently has no plan or proposal, as a shareholder of
the Company, which relates to or would result in:
(a) the acquisition by any person of additional
securities of the Company, or the disposition of securities
of the Company;
(b) an extraordinary corporate transaction, such as a
merger, reorganization, or liquidation, involving the
Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of the
assets of the Company or any of its subsidiaries;
(d) any change in the present board of directors or
management of the Company, including any plan or proposal to
change the number or term of directors or to fill any
existing vacancies on the board;
(e) any material change in the present capitalization
or dividend policy of the Company;
(f) any other material change in the Company's
business or corporate structure;
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(g) changes in the Company's charter or by-laws or
other actions which may impede the acquisition of control of
the Company by any person;
(h) a class of securities of the Company being de-
listed from a national securities exchange or ceasing to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
(i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934
(the "Exchange Act"); or
(j) any action similar to any of those enumerated
above.
However, such plans or proposals may have been considered, and
may from time to time hereafter be considered, by Mr. Sulzberger
in his capacity as a director and executive officer of the
Company.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Mr. Sulzberger is the direct beneficial owner
of, and has sole voting and dispositive power with respect to,
3,513,384 shares of Class A Stock, including (i) 1,785 shares
issuable upon the conversion of 1,785 shares of Class B Stock
held by him, and (ii) 309,400 shares issuable upon the exercise
of options granted under the Company's stock option plans, repre-
senting an aggregate of approximately 3.64% of the outstanding
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shares of Class A Stock.* In addition, Mr. Sulzberger has sole
voting and dispositive power with respect to the 750,000 shares
of Class A Stock owned by the Heiskell Trust, of which he is the
sole trustee. Accordingly, Mr. Sulzberger is the beneficial
owner, with sole voting and dispositive power, of an aggregate of
4,265,204 shares of Class A Stock, representing approximately
4.41% of the outstanding shares of Class A Stock.
Mr. Sulzberger is also (i) a co-trustee of a trust that
beneficially owns 14,403 shares of Class A Stock, as to which
shares he shares voting and dispositive power with Mrs. Heiskell,
as co-trustee, and (ii) an officer and director of The Sulzberger
Foundation, Inc. (the "Foundation"), which owns 54,600 shares of
Class A Stock, or approximately 0.06% of the outstanding shares
of Class A Stock, as to which shares Mr. Sulzberger shares voting
and dispositive power with Mrs. Heiskell, Mrs. Holmberg and Dr.
Sulzberger, all of whom are officers and directors of the Founda-
tion.
Mr. Sulzberger is also a co-trustee of the four 1986 Trusts.
The 1986 Trusts beneficially own in the aggregate 3,694,050
shares of Class A Stock (including 369,405 shares issuable upon
the conversion of 369,405 shares of Class B Stock also held by
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*All percentages of outstanding Class A Stock herein are
based on the 96,314,646 shares of Class A Stock shown as out
standing as of September 30, 1996, in the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996,
plus those unissued shares which Mr. Sulzberger and entities
under his control have the right to acquire upon exercise of
options or conversion of Class B Stock, as described in this Item
5.
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the 1986 Trusts) representing approximately 3.82% of the
outstanding shares of Class A Stock, as to which shares Mr. Sulz-
berger shares voting and dispositive power with Mrs. Heiskell,
Mrs. Holmberg, Dr. Sulzberger and Lynn G. Dolnick ("Ms. Dol-
nick"), as co-trustees of each 1986 Trust.
Mr. Sulzberger also holds 67,047 retirement units under the
Company's Executive Incentive Compensation Plan and the Company's
1991 Executive Stock Incentive Plan. Such units entitle Mr.
Sulzberger to receive one share of Class A Stock per unit in ten
annual installments upon his retirement from the Company. Mr.
Sulzberger disclaims beneficial ownership of the shares of Class
A Stock underlying these retirement units, which shares are
excluded from the aggregate number of shares shown herein as
being beneficially owned by Mr. Sulzberger.
In summary of the foregoing, Mr. Sulzberger is the direct or
indirect beneficial owner in the aggregate of 8,026,437 shares of
Class A Stock, representing approximately 8.28% of the
outstanding shares of Class A Stock.
Allison S. Cowles, Mr. Sulzberger's wife, owns 3,480 shares
of Class A Stock, as to which shares Mr. Sulzberger disclaims
beneficial ownership.
The business address of Mrs. Heiskell is 229 West 43rd
Street, New York, New York 10036. The business address of Mrs.
Holmberg is The Chattanooga Times, 100 East Tenth Street,
Chattanooga, Tennessee 37401. The residence address of Dr.
Sulzberger is 146 Central Park West, New York, New York 10023.
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The business address of Ms. Dolnick is 3001 Connecticut Avenue,
Washington, D.C. 20008.
Mrs. Heiskell's present principal occupation is director of
the Company and various charitable organizations. Mrs. Holmberg
is principally employed as Chairman of Times Printing Company,
the publisher of The Chattanooga Times newspaper, the address of
which is 100 East Tenth Street, Chattanooga, Tennessee 37401.
Dr. Sulzberger is a physician currently retired from the active
practice of medicine. Ms. Dolnick is principally employed as
Chief of the Division of Exhibition Interpretation at the
National Zoological Park of the Smithsonian Institution, the
address of which is 3001 Connecticut Avenue, Washington, D.C.
20008.
None of Mrs. Heiskell, Mrs. Holmberg, Dr. Sulzberger and Ms.
Dolnick has, during the last five years, (i) been convicted in a
criminal proceeding or (ii) been a party to a civil proceeding of
a judicial or administrative body, as a result of which she was
or is subject to (A) a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or (B) a judgment,
decree or final order finding any violation with respect to such
laws. Each of Mrs. Heiskell, Mrs. Holmberg, Dr. Sulzberger and
Ms. Dolnick is a citizen of the United States.
(c) During the past 60 days, no transactions in the Class A
Stock have been effected by Mr. Sulzberger, Mrs. Heiskell, Mrs.
Holmberg, Dr. Sulzberger and Ms. Dolnick, except that (i) on
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November 20, 1996, Mr. Sulzberger exercised an employee stock
option to purchase 8,820 shares of Class A Stock at a price of
$36.4375 per share, exercised an employee stock option to
purchase 11,391 shares of Class A Stock at a price of $30.75 per
share, and paid the exercise price of such options, and the
withholding taxes payable upon such exercises, by authorizing the
Company to retain 18,829 Shares of Class A Stock issuable upon
such exercises, such shares having a market value on the date of
exercise of $37.4375 per share, (ii) on December 9, 1996, Mr.
Sulzberger made a gift of 5,300 shares of Class A Stock to his
wife, who in turn made gifts of 1,820 such shares on December 19,
1996, and on January 9, 1997, Mr. Sulzberger made seven gifts of
260 shares to each of his grandchildren, (iii) on November 20,
1996, Mrs. Holmberg made a gift of 2,709 shares of Class A Stock
to the Public Education Foundation, on December 6, 1996, she made
a gift of 5,306 shares of Class A Stock to one of her family's
charitable foundations, and on December 16, 1996, she made a gift
of 5,416 shares of Class A Stock to the University of Tennessee
at Chattanooga, (iv) on November 22, 1996, Dr. Sulzberger made a
gift of 678 shares of Class A Stock to the Rainforest Alliance;
and (v) on December 30, 1996, Ms. Dolnick and her husband
transferred 1,040 shares of Class A Stock to two trusts for the
benefit of their sons.
(d) See Item 6 of this Statement.
(e) Not Applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Upon the death of Iphigene Ochs Sulzberger on February 26,
1990, the Ochs Trust terminated, and on June 11, 1990, the
17,490,455 shares of Class A Stock and 369,405 shares of Class B
Stock held by the Ochs Trust were distributed in substantially
equal one-quarter shares to the children. Each of the children
had previously executed a separate Indenture creating a 1986
Trust, to which he or she assigned his or her interest in the
Class B Stock held by the Ochs Trust plus his or her interest in
3,324,645 of the 17,490,455 shares of Class A Stock held by the
Ochs Trust (i.e., those shares of Class A Stock received by the
Ochs Trust in the Reclassification). Accordingly, on June 11,
1990, the Ochs Trust distributed 3,324,645 shares of Class A
Stock and 369,405 shares of Class B Stock in substantially equal
one-quarter shares to the 1986 Trusts. The children were and are
the initial trustees of the 1986 Trusts. On December 5, 1996,
the Indenture for each of the 1986 Trusts was amended to provide
for an additional (fifth) trustee. On December 19, 1996, the
children appointed Ms. Dolnick, a daughter of Mrs. Holmberg, as
the fifth trustee of each of the 1986 Trusts.
The Company, the children, the children's children and the
children as trustees of the 1986 Trusts (collectively, "the
Shareholders") also entered into a Shareholders Agreement dated
as of August 5, 1986 (the "Shareholders Agreement"). The Share-
holders Agreement restricts the transfer of the 369,405 shares of
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Class B Stock distributed from the Ochs Trust by requiring that,
prior to any sale or transfer of any shares of such Class B Stock
by the 1986 Trusts, the 1986 Trusts shall offer to sell such
shares first to the other Shareholders (including the other 1986
Trusts) and then to the Company, at the market price of the Class
A Stock then prevailing (or if the Company is the purchaser, at
the option of the selling 1986 Trust, in exchange for Class A
Stock on a share-for-share basis). The Shareholders Agreement
further requires that if any shares of Class B Stock so offered
are not purchased by the other Shareholders or the Company, such
shares must be converted into Class A Stock before being trans-
ferred to any person other than a Shareholder or the Company.
There are certain exceptions for gifts and other transfers within
the family of Adolph S. Ochs, provided that the recipients become
parties to the Shareholders Agreement.
In addition, the Shareholders Agreement provides that if the
Company is a party to a merger (other than a merger solely to
change the Company's jurisdiction of incorporation), a consolida-
tion or a plan of liquidation in which the Class B Stock is
exchanged for cash, stock, securities or any other property of
the Company or of any other corporation or entity, each 1986
Trust will convert its shares of Class B Stock that are subject
to the Shareholders Agreement into shares of Class A Stock prior
to the effective date of such transaction so that a holder of
such shares will receive the same cash, stock or other
consideration that a holder of Class A Stock would receive in
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such a transaction. Except as described previously herein, each
Shareholder agreed not to convert any shares of Class B Stock
received from the Ochs Trust into Class A Stock. The
Shareholders Agreement will terminate upon the expiration of 21
years after the death of the survivor of all descendants of
Iphigene Ochs Sulzberger living on August 5, 1986.
The trustees of each 1986 Trust, subject to the limited
exceptions described below, are directed to retain the Class B
Stock held in such Trust and not to sell, distribute or convert
such shares into Class A Stock, and to vote such Class B Stock
against any merger, sale of assets or other transaction pursuant
to which control of The New York Times newspaper passes from the
trustees unless they unanimously determine that the primary
objective of the 1986 Trusts, which is to maintain the editorial
independence and integrity of The New York Times and to continue
it "as an independent newspaper, entirely fearless, free of
ulterior influence and unselfishly devoted to the public
welfare," can be achieved better by the sale, distribution or
conversion of such stock or by the implementation of such
transaction. If upon such determination any Class B Stock is
distributed to the beneficiaries of the 1986 Trusts, it must be
distributed only to descendants of Iphigene Ochs Sulzberger,
subject to the provisions of the Shareholders Agreement.
Similarly, any sale by the 1986 Trusts of Class B Stock upon such
determination can be made only in compliance with the
Shareholders Agreement.
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The Indentures also permit the trustees after the death of
one of the children to set apart from his or her 1986 Trust a
separate trust (a "Separate Trust") for the benefit of a descen-
dant of such child, his or her spouse, his or her descendants and
the spouses of such descendants. Any such Separate Trust would
be held on the same terms and conditions as the 1986 Trusts and
would continue for the same period. The trustees of the 1986
Trusts would be the trustees of any Separate Trust holding shares
of Class B Stock. Any such Separate Trust will receive its pro
rata share of Class B Stock unless the descendant for whom it is
set apart is over the age of 25 and consents to receipt of dif-
ferent Trust assets.
As previously stated herein, the 1986 Trusts also received
from the Ochs Trust the 3,324,645 shares of Class A Stock
acquired by the Ochs Trust in the Reclassification. The trustees
of a 1986 Trust may make distributions of Class A Stock but are
required to bear in mind the need to retain property in such
Trust (other than shares of Class B Stock) of sufficient value to
pay any estate, transfer or generation skipping taxes for which
such 1986 Trust may be liable.
The trustees of each 1986 Trust and each Separate Trust are
granted various powers and rights, including among others: (i) to
vote all the shares of Class A Stock and Class B Stock held by
such 1986 Trust; (ii) to remove any successor trustee; and (iii)
to amend certain provisions of the Indenture creating such 1986
Trust, but not the provisions relating to retaining the Class B
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Stock or the manner in which the Class B Stock may be distrib-
uted, sold or converted. The trustees act by the affirmative
vote of four trustees, except that prior to any sale or distribu-
tion of Class B Stock outside of the 1986 Trusts, any conversion
of Class B Stock or a vote to approve a merger, sale of assets or
other transaction pursuant to which control of The New York Times
newspaper passes from the trustees, the trustees must unanimously
determine that the primary purpose of the 1986 Trusts as de-
scribed above is best achieved by such distribution, sale,
conversion or other transaction. Unanimity is also required for
the amendment of those provisions of the Indenture of Trust which
may be amended.
The children may not be removed as trustees unless physi-
cally or mentally incapable of discharging the duties of trustee.
When a future vacancy in the position of trustee occurs, the
remaining trustees shall appoint an individual to act as succes-
sor trustee, such appointment to be for a term of not more than
five nor less than three years and upon such conditions as the
then trustees shall determine. The trustees shall appoint as
successor trustee an individual selected by majority election of
a council comprised of all descendants of Adolph S. Ochs and
their spouses who are over the age of 25 years and who wish to
participate in such council, provided that at all times the five
trustees must include Mrs. Heiskell or a descendant of hers, Mrs.
Holmberg or a descendant of hers, Dr. Sulzberger or a descendant
of hers, and Mr. Sulzberger or a descendant of his.
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The beneficiaries of the 1986 Trusts and the Separate Trusts
who are descendants of Iphigene Ochs Sulzberger are given certain
limited powers to appoint trust principal. Any appointment of
Class B Stock must be in further trust. All such appointive
trusts continue for the same term as the 1986 Trusts and Separate
Trusts, upon the same terms and conditions and with the same
trustees, and permit trust principal consisting of Class B Stock
to vest only in descendants of Iphigene Ochs Sulzberger and only
at the end of the trust term.
Each of the 1986 Trusts will continue in existence until the
expiration of 21 years after the death of the survivor of all
descendants of Iphigene Ochs Sulzberger living on August 5, 1986.
Upon the termination of the 1986 Trusts and Separate Trusts at
the end of the stated term thereof, the shares of Class B Stock
will be distributed to the descendants then living of Iphigene
Ochs Sulzberger.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Shareholders Agreement dated as of August 5,
1986, filed as Exhibit B to the original filing of this
Statement.*
Exhibit B: Trust Indentures, each dated August 5, 1986,
relating to the 1986 Trusts, filed as Exhibit C to the
original filing of this Statement.*
Exhibit C: Indenture dated August 1, 1990, between Marian S.
Heiskell, as grantor, and Arthur Ochs Sulzberger, as
trustee, filed as Exhibit A to Amendment No. 3 to this
Statement.*
Exhibit D: Amendment, dated December 5, 1996, to Trust
Indenture dated August 5, 1986, made by Arthur Ochs
Sulzberger, as Grantor, and Marian S. Heiskell, Ruth S.
Holmberg, Judith P. Sulzberger and Arthur Ochs Sul-
zberger, as Trustees. (Note: The amendments to the
other three Indentures for the 1986 Trusts are substan-
tially identical to this Amendment and accordingly are
not being filed herewith.)
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*Omitted from this Amendment No. 4 pursuant to Rule 101(a)
(2)(ii) of Regulation S-T.
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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 state-
ment is true, complete and correct.
/S/Arthur Ochs Sulzberger
------------------------------
Arthur Ochs Sulzberger
Dated: January 15, 1997
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EXHIBIT INDEX
Exhibit D: Amendment, dated December 5, 1996, to Trust Indenture
dated August 5, 1986, made by Arthur Ochs Sulzberger, as
Grantor, and Marian S. Heiskell, Ruth S. Holmberg, Judith P.
Sulzberger and Arthur Ochs Sulzberger, as Trustees. (Note:
The amendments to the other three Indentures for the 1986
Trusts are substantially identical to this Amendment and
accordingly are not being filed herewith.)
<PAGE>
EXHIBIT D
AMENDMENT TO TRUST INDENTURE
DATED
AUGUST 5, 1986
made by ARTHUR OCHS SULZBERGER, as grantor,
and
MARIAN S. HEISKELL, RUTH S. HOLMBERG, JUDITH P. SULZBERGER
and ARTHUR OCHS SULZBERGER, as trustees
By an indenture dated August 5, 1986, Marian S. Heiskell
created a trust with the undersigned Marian S. Heiskell, Ruth S.
Holmberg, Judith P. Sulzberger and Arthur Ochs Sulzberger, as
trustees; and
ARTICLE SIX of said indenture provides as follows:
"The grantor declares that each trust
held hereunder is irrevocable, and that this
Article SIX and the preceding provisions of
this indenture may not be altered, amended or
modified. All four trustees, acting
unanimously, may in their absolute discretion
amend the subsequent provisions of this
indenture;" and
The trustees have determined that the primary purpose of the
trust of maintaining the editorial independence of The New York
Times, and perpetuating it " as in independent newspaper,
entirely fearless, free of ulterior influence and unselfishly
devoted to the public welfare", in accordance with the wishes of
Adolph S. Ochs as expressed in his will can best be effectuated
at this time by maintaining control of The New York Times in the
hands of a relatively small number of descendants of Adolph S.
Ochs acting as trustees;
<PAGE>
NOW, THEREFORE, the undersigned trustees hereby amend the
indenture to revoke Article EIGHT thereof and to substitute
therefor the following:
"ARTICLE EIGHT: There shall at all times
be five trustees acting hereunder. Any
action of the trustees hereunder relating to
or affecting the Stock shall require the
affirmative vote of four trustees, except for
a sale, distribution, conversion or other
transaction described in Article FIVE, which
shall require a unanimous vote of all five
trustees. No trustee (other than the
grantor) shall participate in any decision or
other action of the trustees with respect to
any discretionary distribution of principal
or income of a trust of which such trustee is
a person to whom income or principal may then
be distributed.
"Any individual may resign at any time
as trustee of any trust held under this
indenture by an instrument signed and
acknowledged by him or her and delivered to
his or her then acting co-trustees, such
resignation to be effective upon the
appointment of a successor trustee.
"Neither the grantor nor any of the
grantor's siblings may be removed as a
trustee hereunder unless the remaining four
trustees determine that the trustee to be
removed is incapable, by reason of mental or
physical infirmity, to perform adequately as
a trustee. Any other trustee acting
hereunder may be removed without cause by the
unanimous agreement of the remaining four
trustees. Any such removal shall be effected
by an instrument of removal signed and
acknowledged by the remaining four trustees
and delivered to the trustee to be removed.
"When a vacancy in the position of
trustee occurs, the individuals then acting
as trustees shall appoint an individual to
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<PAGE>
act as successor trustee, such appointment to
be for such term, of not more than five nor
less than three years, and upon such
conditions, as the then acting trustees shall
determine in writing, the appointment to be
by an acknowledged instrument stating the
term and listing the conditions of the
appointment and filed with the trust records.
The trustees shall appoint as trustee the
individual selected by majority election of
the family council, such council to be made
up of all descendants of Adolph S. Ochs and
their spouses, who are over the age of
twenty-five years and wish to participate,
each such individual having one vote.
"There shall at all times be five
trustees acting hereunder, including Marian
S. Heiskell or a descendant of hers, Ruth S.
Holmberg or a descendant of hers, Judith P.
Sulzberger or a descendant of hers, and
Arthur Ochs Sulzberger or a descendant of
his, and those trustees shall be the same
individuals for each trust holding shares of
the Stock administered hereunder and for each
trust holding shares of the Stock
administered under the trust indentures of
even date made by the grantor's siblings, and
no appointment of a different trustee shall
be effective. Different individuals may act
as trustees of any trust created hereunder
that does not hold any share of the Stock.
Each successor trustee appointed pursuant to
the provisions of this Article shall accept
such appointment by an acknowledged
instrument, filed with the trust records,
agreeing to faithfully discharge all duties
of the office of trustee and accepting the
conditions set forth in the instrument of
appointment, and executing and becoming a
party, as trustee, to the Shareholders'
Agreement.
"All commissions shall be paid from
trust income. No trustee who is a descendant
of Iphigene Ochs Sulzberger or a spouse of
any such descendant shall be entitled to
receive any commissions for acting as such
trustee.
-3-
<PAGE>
"The grantor, and any beneficiary to
whom such power is granted by the grantor,
may appoint one or more individuals to act as
additional trustees with respect to any
property held in any trust other than shares
of the Stock and with respect to
discretionary powers to distribute income to
and among the beneficiaries of such trust.
Such additional trustees shall have no
responsibility or liability for the exercise
of powers granted the initial five trustees
and their successors, and, if so directed by
the grantor or any such beneficiary, the
initial five trustees and their successors
shall delegate the additional trustees all
rights and powers that they may have with
respect to any property held by them other
than the Stock and such discretionary powers
over the distribution of trust income, and
shall thereupon have no further
responsibility with respect to such other
property or such distributions.
"Each trustee shall be exempt from
giving any bond or other
security in any jurisdiction."
Dated: December 5, 1996
/s/ Marian S. Heiskell
------------------------------------
Marian S. Heiskell
/s/ Ruth S. Holmberg
------------------------------------
Ruth S. Holmberg
/s/ Judith P. Sulzberger
------------------------------------
Judith P. Sulzberger
/s/ Arthur Ochs Sulzberger
------------------------------------
Arthur Ochs Sulzberger
Trustees
-4-
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 2nd day of December, 1996, before me personally came
MARIAN S. HEISKELL, to me known and known to me to be the
individual described in and who executed the foregoing
instrument, and duly acknowledged to me that she executed the
same as trustee.
/s/ Douglas J. Hoffman
------------------------------------
Notary Public
(Notarial Seal) DOUGLAS J. HOFFMAN
NOTARY PUBLIC, STATE OF NEW YORK
NO. 31-4921132
QUALIFIED IN NEW YORK COUNTY
COMMISSION EXPIRES JANUARY 25, 1998
<PAGE>
STATE OF TENNESSEE )
: ss.:
COUNTY OF HAMILTON )
On the 22nd day of NOVEMBER, 1996, before me personally came
RUTH S. HOLMBERG, to me known and known to me to be the
individual described in and who executed the foregoing
instrument, and duly acknowledged to me that she executed the
same as trustee.
/s/ Mona N. Allday
------------------------------------
Notary Public
MY COMMISSION EXPIRES MARCH 5, 1997
(Notarial Seal)
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 5th day of December, 1996, before me personally came
JUDITH P. SULZBERGER, to me known and known to me to be the
individual described in and who executed the foregoing
instrument, and duly acknowledged to me that she executed the
same as trustee.
/s/ Douglas J. Hoffman
------------------------------------
Notary Public
(Notarial Seal) DOUGLAS J. HOFFMAN
NOTARY PUBLIC, STATE OF NEW YORK
NO. 31-4921132
QUALIFIED IN NEW YORK COUNTY
COMMISSION EXPIRES JANUARY 25, 1998
-7-
<PAGE>
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 26th day of November, 1996, before me personally came
ARTHUR OCHS SULZBERGER, to me known and known to me to be the
individual described in and who executed the foregoing
instrument, and duly acknowledged to me that he executed the same
as trustee.
/s/ Theodore R. Wagner
------------------------------------
Notary Public
(Notarial Seal) THEODORE R. WAGNER
Notary Public, State of New York
No. 31-4122350
Qualified in New York County
Commission Expires November 30, 1997
