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PROSPECTUS
500,000 SHARES
THE NEW YORK TIMES COMPANY
CLASS A COMMON STOCK,
PAR VALUE $.10 PER SHARE
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This Prospectus relates to up to 500,000 shares of Class A Common Stock, par
value $.10 per share (the "Class A Common Stock") of The New York Times Company
(the "Company") which may be offered and sold to immediate family members of
certain participants in the Company's 1991 Executive Stock Incentive Plan, as
amended, (the "Plan") pursuant to non-qualified stock options (the "Stock
Options") granted to such participants under such Plan, some or all of which may
be transferred by participants to immediate family members in accordance with
the Plan and the terms and conditions of such Stock Options. This Prospectus
also relates to the offer and sale of Class A Common Stock pursuant to such
Stock Options to (i) the executors, administrators or beneficiaries of the
estates of such persons, or other persons duly authorized by law to administer
the estate or assets of such persons; and (ii) partnerships or limited liability
companies whose only partners or members are immediate family members of a
participant, or trusts established by participants for the benefit of one or
more immediate family members. Under the Plan, "immediate family members" means
a participant's spouse, parents, children (including adopted and stepchildren)
and grandchildren, and the spouses of such parents, children (including adopted
and stepchildren) and grandchildren.
The Class A Common Stock is listed on the New York Stock Exchange (the
"NYSE") under the symbol "NYT." On September 23, 1998 the closing sale price of
the Class A Common Stock on the NYSE was $27 5/8 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY
IN ANY JURISDICTION IN WHICH, OR ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
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The date of this Prospectus is October 2, 1998
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AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith, files reports, and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as the following Regional Offices
of the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511, and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at the prescribed rates. The Commission maintains a Web
site at http://www.sec.gov containing reports, proxy and information statements
and other information regarding registrants, including the Company, that file
electronically with the Commission. Reports, proxy statements and other
information concerning the Company may also be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 28, 1997;
2. The Company's Quarterly Reports on Form 10-Q for the periods ended March
29, 1998 and June 28, 1998; and
3. The description of the Class A Common Stock contained in the Company's
Registration Statement on Form 10 filed under the Exchange Act on April 28,
1967, and all amendments and or reports filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the securities registered hereunder shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes hereof to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part hereof.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference in this Prospectus
(without exhibits other than exhibits specifically incorporated by reference).
Requests for such copies may be directed to The New York Times Company, 229 West
43d Street, New York, New York 10036, Attention: Corporate Secretary, (212)
556-1234.
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THE COMPANY
The Company is a diversified media company including newspapers, magazines,
television and radio stations, electronic information and publishing and forest
products investments.
The Company currently classifies its business into the following segments:
Newspapers: THE NEW YORK TIMES ("THE TIMES"); THE BOSTON GLOBE, a daily
newspaper, and the BOSTON SUNDAY GLOBE; 18 other daily and three non-daily
newspapers in Alabama, California, Florida, Louisiana, North Carolina and South
Carolina; newspaper distributors in the New York City and Boston metropolitan
areas; various newspaper on-line products; news, photo and graphics services and
news and features syndication; TIMESFAX; THE NEW YORK TIMES INDEX; and licensing
of electronic data bases and microform, CD-ROM products and the trademarks and
copyrights of THE TIMES and THE GLOBE.
Magazines: GOLF DIGEST, GOLF WORLD and GOLF SHOP OPERATIONS.
Broadcasting: television stations WTKR-TV in Norfolk, Virginia; WREG-TV in
Memphis, Tennessee; KFOR-TV in Oklahoma City, Oklahoma; WNEP-TV in
Wilkes-Barre/Scranton, Pennsylvania; WHO-TV in Des Moines, Iowa; WHNT-TV in
Huntsville, Alabama; WQAD-TV in Moline, Illinois; and KFSM-TV in Fort Smith,
Arkansas; and radio stations WQXR (FM) and WQEW (AM) in New York City.
Forest Products Investments and Other Joint Ventures: Minority equity
interests in a Canadian newsprint company and a supercalendered paper
manufacturing partnership in Maine, and a one-half interest in the INTERNATIONAL
HERALD TRIBUNE.
The Company was incorporated on August 26, 1896, under the laws of the State
of New York. Its executive offices are located at 229 West 43d Street, New York,
N.Y., 10036, and its telephone number is (212) 556-1234.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the Class A
Common Stock offered hereby for general corporate purposes.
DESCRIPTION OF THE PLAN AND THE STOCK OPTIONS
A copy of the Plan is filed as an exhibit to the Registration Statement of
which this Prospectus forms a part. The following summary of certain provisions
of the Plan does not purport to be complete and is subject to, and qualified in
its entirety by reference to, all of the provisions of the Plan, including the
definitions therein of certain terms.
GENERAL
On February 21, 1991, the Board of Directors of the Company adopted the
Plan, subject to the approval of the Class A and Class B Stockholders voting
together as one class at the 1991 Annual Meeting of Stockholders. On April 16,
1991, the Plan was approved by the Class A and Class B Stockholders. The Plan
was amended by the Board of Directors on April 13, 1993, December 15, 1994,
February 16, 1995, February 15, 1996 and February 18, 1998, and by the
stockholders on April 18, 1995, April 16, 1996, and April 16, 1998. The
amendment adopted by the Board on February 18, 1998 provided that, under certain
circumstances, stock options under the Plan may be transferred by a Plan
participant as discussed below under "--Transferability".
The Plan is administered by the Compensation Committee of the Board, each
member of which qualifies as an "outside director" as defined by federal
securities regulations and the Internal Revenue Code of 1986, as amended (the
"Code"), as required by the Plan.
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Under the Plan, the Compensation Committee may grant "key employees" options
to purchase shares of Class A Common Stock ("Stock Options"). A "key employee"
is defined under the Plan as an employee of (i) the Company, (ii) any of its 50%
or more owned subsidiaries, or (iii) (except with respect to incentive stock
options which are limited to employees of the foregoing) non-corporate entities
in which the Company owns, directly or indirectly, at least 40% of the equity
interest, in each case who has principal responsibility for, or contributes
substantially to, the management efficiency, editorial achievement or financial
success of the Company, its subsidiaries or such other entities. All executive
officers, employee directors and approximately 500 additional employees are
eligible for grants of Stock Options. Under the Plan, the Compensation Committee
may also authorize incentive stock or cash awards ("Awards") to key employees.
The Plan provides for the granting of "incentive stock options" as defined
in Section 422 of the Code and for the granting of "non-qualified stock options"
which do not meet the requirements of Section 422 of the Code.
The exercise price of a Stock Option (the "Option Exercise Price") granted
pursuant to the Plan is the market value of the Class A Common Stock at the time
the Stock Option is granted. The Option Exercise Price (plus any withholding
tax) must be paid in full when the Stock Option is exercised. Payment of the
Option Exercise Price may be made (i) in cash, (ii) by delivering shares of
Class A Common Stock, (iii) by electing to have the Company retain Class A
Common Stock which would otherwise be issued on exercise of the Stock Option, or
(iv) any combination of the foregoing forms and in such other forms as the
Compensation Committee may determine, all subject to such rules as the
Compensation Committee may adopt. In determining the number of shares of Class A
Common Stock necessary to be delivered to or retained by the Company, such
shares are valued at the market value at the time of exercise.
Each Stock Option must be exercised within ten years from the date granted.
A Stock Option may not be exercised within one year of the grant (except in the
case of retirement, death or disability of the grantee). Thereafter, Stock
Options become exercisable in such installments, if any, as specified by the
Compensation Committee at the time of grant. Upon termination of active
employment by reason of disability or retirement, or upon a participant's death,
all options generally vest and remain in effect until their expiration. Upon
termination of employment for any other reason, the participant may exercise all
exercisable Stock Options for one year after such termination (but not beyond
the original expiration date).
An aggregate of 10,000,000 shares of Class A Common Stock were initially
reserved for issuance pursuant to Stock Options under the Plan. The number of
reserved shares was increased to 20,000,000 as of April 16, 1996. After giving
effect to a two-for-one stock split effected June 17, 1998, as of June 28, 1998,
31,291,910 shares (subject to further adjustment for stock splits, stock
dividends, reclassification and certain other events as provided in the Plan)
remained reserved for Stock Options under the Plan. The Plan limits the number
of shares with respect to which Stock Options may be granted to any key employee
during any calendar year to 400,000 (similarly subject to adjustment). Shares
subject to Stock Options which terminate or expire unexercised will be available
for future grants.
The Board may, in its discretion, amend the Plan at any time; provided,
however, that any amendment that materially affects the provisions setting
maximum available amounts for Awards under the Plan must be approved by the
holders of a majority of the outstanding shares of Class A and B Common Stock
voting as a single class. In addition, the Board may make no change that would
prevent incentive stock options granted under the Plan from being incentive
stock options without the consent of the participant concerned, and the Board
may not make any amendment to the Plan that (1) changes the class of persons
eligible for incentive stock options, (2) increases the total number of shares
for which Stock Options may be granted, or (3) increases the total number of
shares authorized for stock Awards, without the approval of the holders of a
majority of the outstanding shares of Class A and Class B Common Stock entitled
to vote thereon, voting together as one class.
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TRANSFERABILITY
The Plan provides that Stock Options are generally not transferable by a
participant except by will or the laws of descent and distribution and are
exercisable during the participant's lifetime only by the participant.
Notwithstanding the foregoing, under certain circumstances, the Compensation
Committee may grant (or sanction by amending an existing grant) Stock Options
that may be transferred by the participant during his or her lifetime to any
immediate family member. Immediate family members are defined as the
participant's spouse, parents, children (including adopted and stepchildren) and
grandchildren, and the spouses of such parents, children (including adopted and
stepchildren) and grandchildren. Stock Options may also be transferred by a
participant to a partnership or limited liability company whose only partners or
members are immediate family members of such participant, or a trust established
by a participant for the benefit of one or more of immediate family members of
such participant (such entities, together with the immediate family members of a
participant, "Permitted Transferees").
Upon transfer to a Permitted Transferee, a Stock Option continues to be
governed by and subject to the terms and limitations of the Plan and the
relevant grant, and except as described in the succeeding paragraph, the
Permitted Transferee is entitled to the same rights thereunder as the
transferor, as if no transfer had taken place. Accordingly, the rights of the
Permitted Transferee are subject to the terms and limitations of the original
grant to the transferor, including the following:
NUMBER OF SHARES AND OPTION EXERCISE PRICE. The number of shares issuable
upon exercise and the Option Exercise Price are not affected by the transfer,
but are subject to future adjustment as set forth in the Plan.
TERMINATION. A Stock Option is subject to forfeiture upon the termination
of the transferor's service with the Company (other than as a result of death,
disability or retirement), as provided in the Plan. The Company has no
obligation to advise a Permitted Transferee in advance of any forfeiture of a
transferred Stock Option due to the termination of the transferor's service as
an employee or otherwise.
VESTING. A transferred Stock Option may only be exercised by the Permitted
Transferee after such Stock Option has vested.
EXPIRATION. A transferred Stock Option expires on the tenth anniversary of
the date of the initial grant, regardless of the date of transfer to the
Permitted Transferee.
Once a Stock Option has been transferred to a Permitted Transferee, it may
not be subsequently transferred except by will or the laws of descent and
distribution.
EXERCISE OF STOCK OPTIONS BY PERMITTED TRANSFEREES
A Stock Option may be exercised by a Permitted Transferee at any time from
the later of the date the transfer is effective or the date the transferred
Stock Option vests until the close of business on the expiration (or earlier
forfeiture) date of the transferred Stock Option.
The Option Exercise Price must be paid in full when the Stock Option is
exercised. The Option Exercise Price may be made (i) in cash, (ii) by delivering
shares of Class A Common Stock (a "stock swap"), (iii) by electing to have the
Company retain Class A Common Stock which would otherwise be issued on exercise
of the Stock Option (a "stock retention"), or (iv) any combination of the
foregoing forms and in such other forms as the Compensation Committee may
determine, all subject to such rules as the Compensation Committee may adopt. In
determining the number of shares of Class A Common Stock necessary to be
delivered to or retained by the Company, such shares are valued at the market
value at the time of exercise.
A Stock Option will be deemed exercised on the date the Company has received
a copy of the Transferee Stock Option Exercise Form prescribed from time to time
by the Company, completed in all
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respects in accordance with the instructions therein and signed by the Permitted
Transferee (accompanied by payment in U.S. dollars and/or shares of Class A
Common Stock and stock transfers, where applicable) and all applicable
withholding taxes have been paid. The Stock Option shares will generally be
issued to the Permitted Transferee as of the day following the date that (i) the
above conditions have been met and (ii) the funds and/or shares of Class A
Common Stock paid by the Permitted Transferee in satisfaction of the Option
Exercise Price have been received by the Company free and clear of all
restrictions.
Once the exercise is completed as described above, stock certificates for
the appropriate number of shares will be delivered to the Permitted Transferee.
Sales of shares of Class A Common Stock obtained upon the exercise of a
transferred Stock Option (and the ability of a Permitted Transferee to use
shares of Class A Common Stock to exercise a transferred Stock Option pursuant
to a stock swap or stock retention) are subject to the Company's policies
respecting trades in Class A Common Stock by employees. For certain employees,
these policies include limits on trading to specified "window periods" following
the Company's periodic release of its financial results. Transferees should
contact the Company's Corporate Secretary at (212) 556-1234 for further details
about these Company policies.
FEDERAL INCOME TAX CONSEQUENCES
Prior to making a transfer of a Stock Option, a participant should consult
with his or her personal tax advisors concerning the possible federal and state
gift, estate, inheritance and generation skipping tax consequences of such a
transfer, as well as state and local income tax consequences which are not
addressed herein. The discussion of federal income tax consequences for the
participant and the Permitted Transferee set forth below assumes that the
transfer of a Stock Option during a participant's lifetime is made by way of
gift and no consideration is received therefor.
INCOME TAX CONSEQUENCES FOR PARTICIPANT TRANSFERORS
A participant who transfers a Stock Option by way of gift to a Permitted
Transferee will not recognize income at the time of the transfer. Instead, at
the time the Permitted Transferee exercises the Stock Option, the participant
will recognize ordinary income in an amount equal to the excess of the fair
market value of the shares purchased (which will not necessarily be equal to the
price at which such shares are sold, even if sold on the same day as exercise)
over the Option Exercise Price and will be subject to withholding tax based on
such amount. Subject to certain limitations, the Company will generally be
entitled to claim a Federal income tax deduction at such time and in the same
amount that the participant realizes ordinary income. In the event the Permitted
Transferee exercises the Stock Option after the death of the participant, any
such ordinary income will be recognized by the participant's estate.
INCOME TAX CONSEQUENCES FOR PERMITTED TRANSFEREES
A Permitted Transferee will not recognize income at the time of the transfer
of the Stock Option since a gift is specifically excluded from gross income. As
described in the preceding paragraph, the participant (or the participant's
estate) and not the Permitted Transferee will recognize ordinary income at the
time the Permitted Transferee exercises the Stock Option.
INCOME TAX CONSEQUENCES ON SUBSEQUENT SALE OF STOCK
TAX BASIS.
If the Stock Option is exercised by the Permitted Transferee for cash, the
tax basis for the shares in the hands of the Permitted Transferee is the Option
Exercise Price for the Stock Option plus the amount of the income recognized by
the participant transferor (or if the exercise occurs after the participant
transferor's death, by the participant's estate) at the time of exercise. If a
Permitted Transferee surrenders shares of
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Class A Common Stock in payment of the Option Exercise Price of a transferred
Stock Option, the Permitted Transferee's tax basis in the number of shares
received equal to the number of shares surrendered is the tax basis of the
surrendered shares. The Permitted Transferee's basis in the additional shares
received is the sum of the amount recognized as income by the participant or the
participant's estate, and any cash that the Permitted Transferee pays as part of
the Option Exercise Price.
SALE OF STOCK. If shares acquired upon exercise of a Stock Option are later
sold or exchanged, then the difference between the sale price and the Permitted
Transferee's tax basis for the shares will generally be taxable to the Permitted
Transferee as long-term or short-term capital gain or loss (if the stock is a
capital asset of the taxpayer) depending upon whether the stock has been held
for more than one year after the exercise date.
VALIDITY OF OFFERED SECURITIES
The validity of the Class A Common Stock offered by this Prospectus will be
passed upon for the Company by Solomon B. Watson IV, Senior Vice President and
General Counsel of the Company.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 28, 1997 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
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