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As filed with the Securities and Exchange Commission on May 19, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________
The New York Times Company
(Exact name of Registrant as specified in its charter)
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New York 13-1102020
<S> <C>
(State or other jurisdiction of _______________________ (IRS Employer
incorporation or organization) Identification No.)
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229 West 43d Street
New York, N.Y. 10036
(212) 556-1234
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
_____________
SOLOMON B. WATSON IV, Esq.
Senior Vice President and General Counsel
The New York Times Company
229 West 43d Street
New York, N.Y. 10036
(212) 556-1234
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________
Approximate date of commencement of proposed sale to the public: From time
to time after the registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for any offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered Registered unit(1) price(1) registration fee
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Class A Common Stock,
par value $.10 per share.............. 185,000 $ 71.0625 $ 13,146,563 $3,879
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</TABLE>
(1) Computed on the basis of the average of the high and low sales prices of
the Class A Common Stock reported on The New York Stock Exchange on May 14,
1998 pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the amount of the registration fee.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, dated May 19, 1998
PROSPECTUS
185,000 Shares
THE NEW YORK TIMES COMPANY
Class A Common Stock,
par value $.10 per share
________________________
This Prospectus relates to up to 185,000 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 Non-Employee Directors' Stock
Option Plan (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 May 14, 1998 the closing sale price of the
Class A Common Stock on the NYSE was 70-7/8 per share.
________________________________
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.
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.
________________________________
The date of this Prospectus is ______________, 1998
<PAGE>
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 Report on Form 10-Q for the period
ended March 29, 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 May 16, 1997 (to increase the size of
the annual option grant from 1,000 to 2,000) and on February 18, 1998 (to
provide that, under certain circumstances, Stock Options may be transferred by a
Plan participant as discussed below under "-Transferability").
3
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The purpose of the Plan is to maintain the Company's ability to attract and
retain the services of experienced and highly qualified non-employee directors
and to increase their proprietary interest in the Company's continued success.
The Plan provides for automatic annual grants of Stock Options on the date
of the Company's Annual Meeting to each individual who is elected to the Board
of Directors at such meeting, provided such individual is not also an employee
of the Company or any of its subsidiaries. Grants of Stock Options under the
Plan will continue through the 2001 Annual Meeting.
Each annual grant permits the holder, for a period of ten years from the
date of grant, to purchase from the Company 2,000 shares of the Company's Class
A Common Stock (subject to adjustment for stock splits, stock dividends,
reclassification and certain other events as provided in the Plan) at the market
value of such shares on the date the Stock Option was granted (the "Option
Exercise Price"). Each Stock Option becomes exercisable one term-year after the
date of the grant (defined to be the period from one Annual Meeting to the
next), provided the grantee continues to be a director on such date.
In the event a non-employee director terminates service on the Board by
reason of death, disability or retirement (defined to be retirement at age 65 or
thereafter), the Stock Option will become immediately exercisable and will
continue to be exercisable for the remaining term of the Stock Option. In the
event a non-employee director terminates service on the Board other than by
reason of death, disability or retirement, such person's Stock Options (to the
extent exercisable upon such termination) expire one year from the date of
termination of service, provided that in no event may a Stock Option be
exercised beyond its original expiration date.
In the event of the death of a non-employee director after terminating
service on the Board, any outstanding Stock Options expire at the later of the
expiration date determined at the time the non-employee director terminated
service or one year from the date of death, provided that in no event may a
Stock Option be exercised beyond its original expiration date.
An aggregate of 250,000 shares of Class A Common Stock were initially
reserved for issuance under the Plan. As of April 30, 1998, 185,000 shares
(subject to adjustment for stock splits, stock dividends, reclassification and
certain other events as provided in the Plan) remained reserved under the Plan.
Shares subject to Stock Options which terminate or expire unexercised will be
available for future grants.
The Plan is administered by the Board of Directors, who are authorized to
interpret the Plan but have no authority with respect to the selection of
directors to receive Stock Options, the number of shares subject to the Plan, or
the Option Exercise Price for shares subject to Stock Options. The Board may
amend the Plan as it shall deem advisable but may not, without further approval
of the stockholders, increase the maximum number of shares under the Plan,
change the Option Exercise Price provided in the Plan, extend the period during
which Stock Options may be granted or exercised, or change the class of persons
eligible to receive Stock Options. Adjustments will be made in the number and
kind of shares subject to the Plan and the number and kind of shares subject to
outstanding and subsequent option grants and in the Option Exercise Price of
outstanding Stock Options, in each case to reflect changes in the Company's
Class A Common Stock through changes in the corporate structure or
capitalization such as through a merger, stock split or stock dividend.
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 Board 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
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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 as a director (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 a
director 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. Stock Options vest on the date
of the first Annual Meeting of Stockholders subsequent to the date of grant. The
Company's Annual Meeting of Stockholders is generally held in April of each
year.
The Option Exercise Price shall be paid to the Company at the time of
exercise (i) in U.S. dollars; (ii) by transferring shares of Class A Common
Stock (but not fewer than 100 shares) already owned by the Permitted Transferee
having a total market value on the date of exercise at least equal to the Option
Exercise Price (a "stock swap"); (iii) by authorizing the Company to retain
shares of Class A Common Stock that would otherwise be issued to the Permitted
Transferee by the Company upon exercise of the transferred Stock Option having a
total market value on the date of exercise at least equal to the Option Exercise
Price (a "stock retention"); (iv) by a combination of cash and shares of Class A
Common Stock equal in value to the Option Exercise Price; or (v) by such other
means as the Board may from time to time determine.
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 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). 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
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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 directors. 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. 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.
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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 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. If the shares have been held for
over 18 months, more preferential long-term capital gains rates may apply under
recently enacted tax legislation.
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.
7
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The fees and expenses to be paid in connection with the distribution of the
securities being registered hereby are estimated as follows:
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<CAPTION>
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Registration Fee.............................................. $ 3,879
Legal fees and expenses....................................... 5,000*
Accounting fees and expenses.................................. 15,000*
Printing...................................................... 1,000*
Miscellaneous................................................. 1,000*
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Total.................................................... $ 25,879*
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* Estimated
Item 15. Indemnification of Directors and Officers.
Pursuant to the New York Business Corporation Law (the"NYBCL"), the
Registrant has the power to indemnify certain persons, including its officers
and directors, under stated circumstances and subject to certain limitations in
connection with services performed in good faith for the Registrant.
Under the Registrant's by-laws, any person made or threatened to be made a
party to any civil or criminal action or proceeding by reason of the fact that
he or she or his or her testator or intestate is or was a director or officer of
the Registrant, or served any other corporation or entity of any type or kind,
domestic or foreign, in any capacity, at the request of the Registrant, shall be
indemnified against judgments, fines, amounts paid in settlement, taxes or
penalties and expenses, including attorneys' fees, to the full extent permitted
by law, provided that no indemnification may be made in any case if a judgment
or other final adjudication adverse to the director or officer establishes that
his or her acts were committed in bad faith or were the result of active and
deliberate dishonesty and, in either case, were material to the cause of action
so adjudicated, or that he or she personally gained in fact a financial profit
or other advantage to which he or she was not legally entitled.
The Registrant's by-laws provide that such right to indemnification is not
intended to limit any right to indemnification to which any officer or director
would be entitled by law in the absence of such by-law provision, nor shall it
be deemed exclusive of any other rights such a person may have under law, any
provision of the Registrant's certificate of incorporation or by-laws, any
agreement approved by the Board of Directors, or a resolution of stockholders or
directors.
The Registrant maintains directors' and officers' liability insurance which
insures against liabilities that directors or officers of the Registrant may
incur in such capacities.
Item 16. Exhibits
4.1 Registrant's Certificate of Incorporation, as amended (filed
as an exhibit to the Registrant's Form 10-K for the fiscal
year ended December 31, 1993, and incorporated by reference
herein)
4.2 Registrant's By-laws, as amended (filed as an exhibit to the
Registrant's Form 10-K for the fiscal year ended December
28, 1997, and incorporated by reference herein)
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5 Opinion of Solomon B. Watson IV (filed herewith)
23.1 Consent of Deloitte & Touche LLP (filed herewith)
23.2 Consent of Solomon B. Watson IV (included in the opinion filed
as Exhibit 5)
24 Powers of Attorney (included on signature page hereof)
99 Registrant's Non-Employee Directors' Stock Option Plan (filed
as an exhibit to the Registrant's Form 10-Q for the fiscal
quarter ended March 29, 1998, and incorporated by reference
herein)
Item 17. Undertakings
(A) The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(B) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(C) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
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indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 19th day of May,
1998.
THE NEW YORK TIMES COMPANY
By /s/ Rhonda L. Brauer
------------------------
Rhonda L. Brauer
Assistant Secretary
Power of Attorney
Each person whose signature appears below hereby constitutes and appoints
Solomon B. Watson IV, Laura J. Corwin and Rhonda L. Brauer, and each acting
alone, his/her and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him/her and in his/her name, place and
stead, in any and all capacities, to sign any or all amendments or supplements
to this Registration Statement, whether pre-effective or post-effective, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing necessary or appropriate to be done with respect to this
Registration Statement or any amendments or supplements thereto in the premises,
as fully to all intents and purposes as he/she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Arthur O. Sulzberger, Jr. Chairman of the Board May 19, 1998
- ----------------------------- (principal executive officer)
Arthur O. Sulzberger, Jr.
/s/ John M. O'Brien Senior Vice President and May 19, 1998
- ----------------------------- Chief Financial Officer
John M. O'Brien (principal financial officer)
/s/ Stuart Stoller Vice President and May 19, 1998
- ------------------------------ Corporate Controller (principal
Stuart Stoller accounting officer)
II-4
<PAGE>
/s/ Russell T. Lewis President and Chief May 19, 1998
- ------------------------------ Executive Officer,
Russell T. Lewis Director
/s/ Michael Golden Vice Chairman and May 19, 1998
- ------------------------------ Senior Vice President,
Michael Golden Director
/s/ John F. Akers Director May 19, 1998
- ------------------------------
John F. Akers
/s/ Brenda C. Barnes Director May 19, 1998
- ------------------------------
Brenda C. Barnes
/s/ Richard L. Gelb Director May 19, 1998
- ------------------------------
Richard L. Gelb
/s/ A. Leon Higginbotham, Jr. Director May 19, 1998
- ------------------------------
A. Leon Higginbotham, Jr.
/s/ Robert A. Lawrence Director May 19, 1998
- ------------------------------
Robert A. Lawrence
/s/ Ellen R. Marram Director May 19, 1998
- ------------------------------
Ellen R. Marram
/s/ Charles H. Price II Director May 19, 1998
- ------------------------------
Charles H. Price II
/s/ George L. Shinn Director May 19, 1998
- ------------------------------
George L. Shinn
/s/ Donald M. Stewart Director May 19, 1998
- ------------------------------
Donald M. Stewart
/s/ Arthur Ochs Sulzberger Director May 19, 1998
- ------------------------------
Arthur Ochs Sulzberger
II-5
<PAGE>
/s/ Judith P. Sulzberger Director May 19, 1998
- ------------------------------
Judith P. Sulzberger
/s/ William O. Taylor Director May 19, 1998
- ------------------------------
William O. Taylor
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
4.1 Registrant's Certificate of Incorporation, as amended (filed as an exhibit
to the Registrant's Form 10-K for the fiscal year ended December 31, 1993,
and incorporated by reference herein)
4.2 Registrant's By-laws, as amended (filed as an exhibit to the Registrant's
Form 10-K for the fiscal year ended December 28, 1997, and incorporated by
reference herein)
5 Opinion of Solomon B. Watson IV (filed herewith)
23.1 Consent of Deloitte & Touche LLP (filed herewith)
23.2 Consent of Solomon B. Watson IV (included in the opinion filed as Exhibit
5)
24 Powers of Attorney (included on signature page hereof)
99 Registrant's Non-Employee Directors' Stock Option Plan (filed as an exhibit
to the Registrant's Form 10-Q for the fiscal quarter ended March 29, 1998,
and incorporated by reference herein)
II-7
<PAGE>
EXHIBIT 5
May 19, 1998
The New York Times Company
229 West 43d Street
New York, New York 10036
Ladies and Gentlemen:
As Senior Vice President and General Counsel for The New York Times
Company, a New York corporation (the "Company"), I have been requested to render
this opinion in connection with the Company's filing of a Registration Statement
on Form S-3 (the "Registration Statement") with the Securities and Exchange
Commission to register 185,000 shares (the "Shares") of Class A Common Stock,
par value $0.10 per share. The Shares being registered are expected to be
offered and sold from time to time pursuant to the exercise of transferable
nonqualified stock options granted to participants in the Company's Non-Employee
Directors' Stock Option Plan (the "Plan") and transferred by those participants
to certain permitted transferees in accordance with the terms of the Plan.
I have examined and am familiar with the Registration Statement and the
exhibits thereto and a copy of the Plan. In addition, I have made such
investigations and have reviewed such other documents as I have deemed necessary
or appropriate under the circumstances. In such examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals and the conformity with the original documents of all documents
submitted to me as copies. As to questions of fact material to such opinions, I
have, when relevant facts were not independently established by me, relied upon
certificates of public officials and certificates of officers of the Company.
Based upon the foregoing, I am of the opinion that the Shares have been
duly authorized and, upon payment therefor and issuance in accordance with the
Plan, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
<PAGE>
I am a member of the Bar of the State of New York and do not hold
myself out as being expert in, and am not opining on, the laws of any
jurisdiction other than the federal laws of the United States of America and the
laws of the State of New York.
Sincerely,
/s/ Solomon B. Watson IV
<PAGE>
EXHIBIT 23.1
Independent Auditors' Consent
We consent to the incorporation by reference in this Registration Statement
of The New York Times Company on Form S-3 of our report dated January 30,
1998, appearing in the Annual Report on Form 10-K of The New York Times
Company for the year ended December 28, 1997 and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
Deloitte & Touche LLP
New York, New York
May 15, 1998
