UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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: RUTH S. HOLMBERG
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: 3,308,095 shares*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 3,753,690 shares**
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 3,308,095 shares*
PERSON WITH
10 SHARED DISPOSITIVE POWER: 3,753,690 shares**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,061,785 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.3%
14 TYPE OF REPORTING PERSON: IN
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* Includes 5,000 shares issuable upon exercise of director stock options
and 1,185 shares issuable upon conversion of 1,185 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. 1 to the Statement on Schedule 13D of Ruth S.
Holmberg 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(cent) 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 Ruth S. Holmberg
("Mrs. Holmberg").
(b) The business address of Mrs. Holmberg is The
Chattanooga Times, 100 East Tenth Street, Chattanooga, Tennessee
37401.
(c) Mrs. Holmberg 's present principal occupation is
Chairman of Times Printing Company, the publisher of The
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Chattanooga Times newspaper. Mrs. Holmberg is also a director of
the Company.
(d) Mrs. Holmberg has never been convicted in a criminal
proceeding.
(e) Mrs. Holmberg has never been a party to a civil proceeding of a
judicial or administrative body, as a result of which she 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) Mrs. Holmberg is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
The original version of this Statement, dated June 13, 1990,
was filed as a result of the distribution on June 11, 1990, by
the trust created under the will of Adolph S. Ochs (the "Ochs
Trust"), of: (i) 14,165,400 shares of Class A Stock in substantially
equal one-quarter shares to each of the four children of
Iphigene Ochs Sulzberger: Mrs. Holmberg, Arthur Ochs Sulzberger
("Mr. Sulzberger"), Marian S. Heiskell ("Mrs. Heiskell") and
Judith P. Sulzberger ("Dr. Sulzberger" and collectively with Mrs.
Holmberg, Mr. Sulzberger and Mrs. Heiskell, the "children"); and
(ii) 3,324,645 shares of Class A Stock and 369,405 shares of the
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Company's Class B Common Stock of 10(cent) par value (the "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.
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. 1 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 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. 1, Mrs. Holmberg
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;
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(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;
(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 delisted 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 Mrs. Holmberg in her capacity as a director of
the Company.
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<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) and (b) Mrs. Holmberg is the direct beneficial owner of, and has
sole voting and dispositive power with respect to, 3,308,095 shares of Class A
Stock, including (i) 1,185 shares issuable upon the conversion of 1,185 shares
of Class B Stock held by her, and (ii) 5,000 shares issuable upon the exercise
of options granted under the Company's stock option plans, representing an
aggregate of approximately 3.43% of the outstanding shares of Class A Stock.*
Mrs. Holmberg is also (i) a co-trustee of three trusts which own an
aggregate of 5,040 shares of Class A Stock, as to which shares she shares voting
and dispositive power with her husband, A. William Holmberg, 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 Mrs. Holmberg
shares voting and dispositive power with Mr. Sulzberger, Mrs. Heiskell and Dr.
Sulzberger, all of whom are officers and directors of the Foundation.
Mrs. Holmberg is also a co-trustee of the four 1986 Trusts.
The 1986 Trusts beneficially own in the aggregate 3,694,050
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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 outstanding 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 Mrs. Heiskell and entities
under her 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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<PAGE>
shares of Class A Stock (including 369,405 shares issuable upon the conversion
of 369,405 shares of Class B Stock also held by the 1986 Trusts) representing
approximately 3.82% of the outstanding shares of Class A Stock, as to which
shares Mrs. Holmberg shares voting and dispositive power with Mr. Sulzberger,
Mrs. Heiskell, Dr. Sulzberger and Lynn G. Dolnick ("Ms. Dolnick"), as
co-trustees of each 1986 Trust.
In summary of the foregoing, Mrs. Holmberg is the direct or indirect
beneficial owner in the aggregate of 7,061,785 shares of Class A Stock,
representing approximately 7.3% of the outstanding shares of Class A Stock.
The business address of Mr. Sulzberger is 229 West 43rd
Street, New York, New York 10036. The business address of Mrs.
Heiskell is 229 West 43rd Street, New York, New York 10036. The
residence address of Dr. Sulzberger is 146 Central Park West, New
York, New York 10023. The business address of Ms. Dolnick is
3001 Connecticut Avenue, Washington, D.C. 20008.
Mrs. Heiskell is principally employed as a director of the
Company and various charitable organizations. 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. Mr. Sulzberger's present
principal occupation is Chairman, Chief Executive Officer and a
director of the Company. The principal businesses of the Company
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<PAGE>
comprise diversified activities in the communications field, including: the
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.
None of Mr. Sulzberger, Mrs. Heiskell, 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 he or 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 Mr. Sulzberger,
Mrs. Heiskell, 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
November 20, 1996, Mr. Sulzberger exercised an employee stock
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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, Allison S. Cowles, 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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<PAGE>
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 a reclassification of the common stock of the
Company effective September 22, 1986 (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
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as of August 5, 1986 (the "Shareholders Agreement"). The Shareholders Agreement
restricts the transfer of the 369,405 shares of 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 transferred 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 consolidation 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
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such shares will receive the same cash, stock or other consideration that a
holder of Class A Stock would receive in 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 trans action. 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
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sale by the 1986 Trusts of Class B Stock upon such determination can be made
only in compliance with the Shareholders Agreement.
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 descendant 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 different 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)
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to amend certain provisions of the Indenture creating such 1986 Trust, but not
the provisions relating to retaining the Class B Stock or the manner in which
the Class B Stock may be distributed, sold or converted. The trustees act by the
affirmative vote of four trustees, except that prior to any sale or distribution
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 described 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 physically 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 successor 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.
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Holmberg or a descendant of hers, Dr. Sulzberger or a descendant
of hers, and Mr. Sulzberger or a descendant of his.
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 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.)
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*Omitted from this Amendment No. 1 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 statement is true, complete and
correct.
/s/Ruth S. Holmberg
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Ruth S. Holmberg
Dated: January 21, 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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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
<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
<PAGE>
