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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12 (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE NEW YORK TIMES COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
New York 13-1102020
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(State of Incorporation or Organization) (IRS Employer
Identification no.)
229 West 43d Street, New York, New York 10036
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. / / registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Class A Common Stock of New York Stock Exchange
$.10 par value
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The capital stock of The New York Times Company (the "Registrant") to
be registered on the New York Stock Exchange, Inc. is the Registrant's Class A
Common Stock.
The description of the Class A Common Stock is set forth in the
Certificate of Incorporation as amended by the Class A and Class B
stockholders and restated on September 29, 1993, filed as Exhibit 3.1 to the
Registrant's Form 10-K dated March 21, 1994, and is hereby incorporated by
reference in response to this Item.
In summary, the capital stock of the Registrant consists of
200,910,000 shares, of which 110,000 shares of the par value of $100 each are
5 1/2% Cumulative Prior Preference Stock, 200,000 shares of the par value of
$1 each are Serial Preferred Stock, 200,000,000 shares of the par value of
$0.10 each are Class A Common Stock and 600,000 of the par value $0.10 each
are Class B Common Stock.
The Registrant has two classes of outstanding voting securities, the
Class A Common Stock and the Class B Common Stock. The Class A stockholders
have limited voting rights, which, in summary, entitle Class A stockholders to
vote for (i) the election of 30% of the Registrant's board of directors; (ii)
the ratification of the selection of the Registrant's independent certified
accountants, certain interested party transactions and certain acquisitions
involving the issuance of stock; and (iii) the reservation of stock for options
to be granted to officers, directors and employees.
Except as outlined above, and except as otherwise provided by the laws
of the State of New York, the Registrant's Certificate of Incorporation provides
that:
...the entire voting power shall be vested solely and exclusively in
the holders of the shares of Class B Common Stock, the holders of
Class B Common Stock to be entitled to 1 vote each for 1 share thereof
held upon all matters requiring a vote of stockholders of the
Corporation and the holders of the 5 1/2% Cumulative Prior Preference
Stock or of the Class A Common Stock shall have no voting power, and
shall not have the right to participate in any meeting of stockholders
or to have notice thereof.
ITEM 2. EXHIBITS.
The securities being registered hereby are to be registered on an
exchange on which no other securities of the Registrant are registered.
Therefore, all exhibits required by Instruction II
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to Item 2 will be supplied to the New York Stock Exchange, Inc. and are not
filed with or incorporated by reference to this Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
THE NEW YORK TIMES COMPANY
Date: September 2, 1997 By: /s/ Rhonda L. Brauer
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Name: Rhonda L. Brauer
Title: Assistant Secretary
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