UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
THE NEW YORK TIMES COMPANY
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(Name of Issuer)
Class A Common Stock of $0.10 par value
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(Title of Class of Securities)
650111 10 7
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(CUSIP Number)
Peter A. Nussbaum
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2565
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 13, 1998
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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(e), 13(d)-1(f) or 13(d)-1(g),
check the following box { }.
*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.
(Page 1 of 24 Pages)
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CUSIP No. 650111 10 7
1 NAME OF REPORTING PERSON: ARTHUR OCHS SULZBERGER
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Not Applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) {x}
(b) { }
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: 3,894,601 shares*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 3,770,476 shares**
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 3,894,601 shares*
PERSON WITH
10 SHARED DISPOSITIVE POWER: 3,770,476 shares**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,665,077 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES {x}
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.98%
14 TYPE OF REPORTING PERSON: IN
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* Includes 271,638 shares issuable upon exercise of stock
options and 1,785 shares issuable upon conversion of
1,785 shares of Class B Common Stock (as defined herein).
** Includes 369,405 shares issuable upon conversion of 369,405
shares of Class B Common Stock.
(Page 2 of 24 Pages)
<PAGE>
This Amendment No. 6 to the Statement on Schedule 13D of
Arthur Ochs Sulzberger ("Mr. Sulzberger") dated September 22, 1986 is
being filed to report, among other things, (i) the transfer by Mr.
Sulzberger of 146,000 shares of Class A Common Stock, $0.10 par value
per share (the "Class A Stock") of The New York Times Company (the
"Company") to The Arthur Ochs Sulzberger 1998 Family Trust (the "Family
Trust"), (ii) the transfer by Mr. Sulzberger of 14,000 shares of Class A
Stock to The Arthur Ochs Sulzberger 1998 GST Trust (the "GST Trust"),
(iii) the sale of an aggregate of 270,000 shares of Class A Stock,
including 110,000 shares of Class A Stock held by Mr. Sulzberger,
146,000 shares of Class A Stock held by the Family Trust, and 14,000
shares of Class A Stock held by the GST Trust, (iv) the contribution by
Mr. Sulzberger of 650,000 shares of Class A Stock to OXBOX, L.P.
("Oxbox"), a newly formed limited partnership, which is indirectly
controlled by Marujupu, L.L.C. ("Marujupu"), and whose limited partners
at the present time are Mr. Sulzberger, the Family Trust and the GST
Trust, (v) the contribution by Mr. Sulzberger of 2,000 shares of Class A
Stock to A SOCK, L.L.C. ("A Sock"), a newly formed limited liability
company which is the general partner of Oxbox, and of which the managing
member is Marujupu, (vi) the contribution by Mr. Sulzberger of 100
shares of Class A Stock to Marujupu, and (vii) the contributions,
similar to those set forth in clauses (iv), (v), and (vi) above, of
Class A Stock by each of the other three children of Iphigene Ochs
Sulzberger: Marian S. Heiskell ("Mrs. Heiskell"), Ruth S. Holmberg
("Mrs. Holmberg") and Judith P. Sulzberger ("Dr. Sulzberger", and
collectively with Mr. Sulzberger, Mrs. Heiskell and Mrs. Holmberg, the
"Third Generation") each to a separate limited partnership (similar to
Oxbox) of which such member of the Third Generation is a limited
partner, to a limited liability company (similar to A Sock) which is the
general partner of such limited partnership, and to Marujupu.
Item 4. Purpose of Transaction.
ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED BY ADDING THE FOLLOWING:
Except as set forth in Item 6 of Amendment No. 5 to this
Statement and as set forth below, Mr. Sulzberger currently has no plan
or proposal, as a shareholder of the Company, which relates to or would
result in:
(a) the acquisition by any person of additional securities
of the Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a
merger, reorganization, or liquidation, involving the Company or any of
its subsidiaries;
(c) a sale or transfer of a material amount of the assets of
the Company or any of its subsidiaries;
(Page 3 of 24 Pages)
<PAGE>
(d) any change in the present board of directors or
management of the Company, including any plan or proposals 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) causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934 (the "Exchange Act"); or
(j) any action similar to any of those enumerated above.
However, such plans or proposals may have been considered, and may from
time to time hereafter be considered, by Mr. Sulzberger in his capacity
as a director of the Company. In addition, Mr. Sulzberger may, in the
future, acquire or transfer (by gift or otherwise) additional securities
of the Company for family financial planning, charitable and other
purposes.
Item 5. Interest in Securities of the Issuer.
ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
(a) and (b) Mr. Sulzberger is the direct beneficial owner of,
and has sole voting and dispositive power with respect to, 3,144,601
shares of Class A Stock, including (i) 1,785 shares issuable upon the
conversion of 1,785 shares of Class B Stock held by him, and (ii)
271,638 shares issuable upon the exercise of options granted under the
(Page 4 of 24 Pages)
<PAGE>
Company's stock option plans, representing an aggregate of approximately
3.27% of the outstanding shares of Class A Stock.* In addition, Mr.
Sulzberger has sole voting and dispositive power with respect to the
750,000 shares of Class A Stock held by a trust, of which he is the sole
trustee. Accordingly, Mr. Sulzberger is the direct or indirect
beneficial owner, with sole voting and dispositive power, of an
aggregate of 3,894,601 shares of Class A Stock, representing
approximately 4.05% of the outstanding shares of Class A Stock.
Mr. Sulzberger is also (i) a co-trustee of a trust that holds
14,403 shares of Class A Stock, as to which shares he shares voting and
dispositive power with Mrs. Heiskell, as co-trustee, and (ii) an officer
and director of The Sulzberger Foundation, Inc. (the "Foundation"),
which holds 56,518 shares of Class A Stock, or approximately 0.06% of
the outstanding shares of Class A Stock, as to which shares Mr.
Sulzberger shares voting and dispositive power with Mrs. Heiskell, Mrs.
Holmberg and Dr. Sulzberger, all of whom are officers and directors of
the Foundation.
Mr. Sulzberger is a co-trustee of the 1997 Trust (See
Amendment No. 5 to this Statement for a description), which holds
1,069,405 shares of Class A Stock (including 369,405 shares issuable
upon the conversion of 369,405 shares of Class B Stock also owned by the
1997 Trust), representing approximately 1.12% of the outstanding shares
of Class A Stock, as to which Mr. Sulzberger shares voting and
dispositive power with Mrs. Holmberg, Mrs. Heiskell, Dr. Sulzberger, and
Dr. Dolnick, as co-trustee with them of the 1997 Trust.
Mr. Sulzberger is a member of Marujupu, the other members of
which are the three other members of the Third Generation. On May 11,
1998, Mr. Sulzberger and the other members of the Third Generation each
transferred 100 shares of Class A Stock to Marujupu. On May 12, 1998,
Marujupu transferred 100 shares to A Sock. Mr. Sulzberger also
transferred 2,000 shares of Class A Stock to A Sock on May 11, 1998 and
Mr. Sulzberger's children transferred an aggregate of 8,000 shares of
Class A Stock to A Sock. On May 12, 1998, A Sock contributed 10,100
shares of Class A Stock to Oxbox, in exchange for a general partnership
interest in Oxbox and Mr. Sulzberger contributed 650,000 shares of Class
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* Except as set forth in note ** below, all percentages of
outstanding Class A Stock herein are based on the 95,403,489 shares of
Class A Stock shown as outstanding as of May 3, 1998, in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 29,
1998, plus those unissued shares which Mr. Sulzberger and entities under
his control have the right to acquire upon exercise of options or
conversion of Class B Stock, as described in this Item 5.
(Page 5 of 24 Pages)
<PAGE>
A Stock to Oxbox in exchange for a limited partnership interest in
Oxbox. Mr. Sulzberger then sold a portion of his limited partnership
interest in Oxbox to the Family Trust and the GST Trust. The other 300
shares of Class A Stock held by Marujupu were similarly contributed to
three other limited partnerships (similar to Oxbox) organized by the
other members of the Third Generation (100 shares to each), which hold
an aggregate of 1,970,050 shares of Class A Stock (such shares having
been similarly contributed by the other members of the Third Generation
and their children). Therefore, Mr. Sulzberger shares voting and
dispositive power with Mrs. Holmberg, Mrs. Heiskell, and Dr. Sulzberger
as members of Marujupu over an aggregate of 2,630,150 shares of Class A
Stock, representing approximately 2.74% of the outstanding shares of
Class A Stock.
In summary of the foregoing, Mr. Sulzberger is the direct or
indirect beneficial owner in the aggregate of 7,665,077 shares of Class
A Stock, representing approximately 7.98% of the outstanding shares of
Class A Stock.
Allison S. Cowles, Mr. Sulzberger's wife, owns 1,870 shares of
Class A Stock, as to which shares Mr. Sulzberger disclaims beneficial
ownership.
By virtue of their being co-trustees of the 1997 Trust, Mr.
Sulzberger, Mrs. Holmberg, Mrs. Heiskell, Dr. Sulzberger and Dr. Dolnick
could be deemed to comprise a "group" within the meaning of Section
13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder. In addition,
by virtue of their being members of Marujupu, Mr. Sulzberger, Mrs.
Holmberg, Mrs. Heiskell and Dr. Sulzberger, could be deemed to comprise
a "group" within the meaning of Section 13(d)(3) of the Exchange Act and
Rule 13d-5(b) thereunder. Apart from the shared beneficial ownership
with Mr. Sulzberger by Mrs. Holmberg, Mrs. Heiskell, Dr. Sulzberger and
Dr. Dolnick of the 1,069,405 shares of Class A Stock held by the 1997
Trust and apart from the shared beneficial ownership (as members of
Marujupu) with Mr. Sulzberger by Mrs. Holmberg, Mrs. Heiskell and Dr.
Sulzberger of 2,630,150 shares of Class A Stock:
1. Mrs. Holmberg (a) is the direct beneficial owner
of, and has sole voting and dispositive power with respect
to, 2,972,462 shares of Class A Stock, including 1,185
shares issuable upon the conversion of 1,185 shares of Class
B Stock held by her and 6,000 shares issuable upon the
exercise of options granted under the Company's stock option
plans, (b) shares voting and dispositive power with her
husband, A. William Holmberg, with respect to 5,040 shares
of Class A Stock held by three trusts of which they are co-
trustees, and (c) shares voting and dispositive power with
Mrs. Heiskell, Mr. Sulzberger and Dr. Sulzberger with
respect to the 56,518 shares of Class A Stock held by the
Foundation;
(Page 6 of 24 Pages)
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2. Mrs. Heiskell (a) is the direct beneficial owner
of, and has sole voting and dispositive power with respect
to, 2,298,085 shares of Class A Stock, including 1,485
shares issuable upon the conversion of 1,485 shares Class B
Stock held by her and 4,000 shares issuable upon the
exercise of options granted under the Company's stock option
plans, (b) shares voting and dispositive power with Mr.
Sulzberger with respect to 14,403 shares of Class A Stock
held by a trust of which they are co-trustees, and (c)
shares voting and dispositive power with Mr. Sulzberger,
Mrs. Holmberg and Dr. Sulzberger with respect to the 56,518
shares of Class A Stock held by the Foundation;
3. Dr. Sulzberger (a) is the direct beneficial owner
of, and has sole voting and dispositive power with respect
to 2,969,082 shares of Class A Stock, including 1,185
shares issuable upon the conversion of 1,185 shares of Class
B Stock held by her and 6,000 shares of Class A Stock
issuable upon the exercise of options granted under the
Company's stock option plans, and (b) shares voting and
dispositive power with Mr. Sulzberger, Mrs. Heiskell and
Mrs. Holmberg with respect to the 56,518 shares of Class A
Stock held by the Foundation; and
4. Dr. Dolnick (a) has sole voting power with respect
to 564 shares of Class A Stock held by the Golden Family
Charitable Fund, Inc., (b) has sole voting and dispositive
power with respect to an aggregate of 12,254 shares of Class
A Stock held by two trusts of which Dr. Dolnick is the sole
trustee (Dr. Dolnick disclaims beneficial ownership of these
shares), and (c) shares voting and dispositive power with
her husband, Edward Dolnick, as joint holder with him, of
9,420 shares of Class A Stock, including 559 shares issuable
upon the conversion of 559 shares of Class B Stock jointly
held by them.
In summary of the foregoing, the "group" comprised of Mrs.
Holmberg, Mr. Sulzberger, Mrs. Heiskell, Dr. Sulzberger and Dr. Dolnick
is the beneficial owner in the aggregate of 15,931,420 shares of Class A
Stock, representing approximately 16.58%** of the outstanding
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** This percentage is based on the 95,403,489 shares of Class A
Stock shown as outstanding as of May 3, 1998, in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 29, 1998, plus
the 659,242 unissued shares which are issuable upon the exercise of
options or the conversion of Class B Stock by the 1997 Trust or any
member of the "group," as described above in this Item 5.
(Page 7 of 24 Pages)
<PAGE>
shares of Class A Stock, which shares include 375,604 shares issuable
upon the conversion of an aggregate of 375,604 shares of Class B Stock
held by the group members individually and by the 1997 Trust, and
283,638 shares issuable upon the exercise of options granted under the
Company's stock option plans.
The business address of Mrs. Heiskell is 229 West 43rd
Street, New York, New York 10036. The business address of Mrs. Holmberg
is The Chattanooga Times, 100 East Tenth Street, Chattanooga, Tennessee
37401. The residence address of Dr. Sulzberger is 146 Central Park
West, New York, New York 10023. The business address of Dr. Dolnick is
3001 Connecticut Avenue, Washington, D.C. 20008. The business address
of Marujupu is 229 West 43rd Street, New York, New York 10036. The
business address of A Sock is 229 West 43rd Street, New York, New York
10036. The business address of Oxbox is 229 West 43rd Street, New York,
New York 10036.
Mrs. Heiskell is principally employed as a director of
various charitable organizations. Mrs. Holmberg is principally employed
as Chairman of Times Printing Company, the publisher of The Chattanooga
Times newspaper. Dr. Sulzberger is a physician currently retired from
the active practice of medicine. Dr. Dolnick is principally employed as
Chief of the Division of Exhibition Interpretation at the National
Zoological Park of the Smithsonian Institution. The principal business
of Marujupu is to serve as the "family office" for the members of the
Third Generation. The principal business of A Sock is to serve as the
general partner of Oxbox. The principal business of Oxbox is the
management and investment of its capital assets.
None of Mrs. Holmberg, Mrs. Heiskell, Dr. Sulzberger, Dr.
Dolnick, Marujupu, Oxbox, or A Sock has, during the last five years, (i)
been convicted in a criminal proceeding or (ii) been a party to a civil
proceeding of a judicial or administrative body, as a result of which
she was or is subject to (A) a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws, or (B) a judgment, decree or final
order finding any violation with respect to such laws. Each of Mrs.
Holmberg, Mrs. Heiskell, Dr. Sulzberger and Dr. Dolnick is a citizen of
the United States. Marujupu is a Delaware limited liability company. A
Sock is a Delaware limited liability company. Oxbox is a Delaware
limited partnership.
(c) During the past 60 days, no transactions in Class A
Stock have been effected by Mr. Sulzberger, Mrs. Heiskell, Mrs.
Holmberg, Dr. Sulzberger or Dr. Dolnick, except those described above or
set forth on Schedule A hereto.
(d) See Item 6 of this Statement.
(e) Not Applicable.
(Page 8 of 24 Pages)
<PAGE>
Item 6. Contracts, Arrangements, Undertakings or relationships with
Respect to Securities of the Issuer.
ITEM 6 OF THIS STATEMENT IS HEREBY AMENDED BY ADDING THE FOLLOWING:
The Limited Partnership Agreement (the "Agreement") of Oxbox
is being filed with this Amendment No. 6 as Exhibit F to this Statement.
The following summary of the material terms of the Agreement is
qualified in its entirety by reference to Exhibit F. The limited
partnership agreements of the three additional limited partnerships
indirectly controlled by Marujupu contain substantially the same
material terms. Reference is made to the Statement on Schedule 13D
filed by Dr. Sulzberger, Mrs. Holmberg, and Mrs. Heiskell.
Oxbox was formed for the purpose of the management and
investment of its capital assets and to engage in any other activities
not prohibited by Delaware law and deemed by A Sock to be in the best
interests of Oxbox.
A Sock, as general partner, has the power to manage the
business and activities of Oxbox, including voting and dispositive power
with respect to securities held by Oxbox. A Sock is controlled by
Marujupu, as its manager, which has sole power to manage the business
and affairs of A Sock, except with respect to withdrawal from a limited
partnership as a general partner and consent to the dissolution of any
limited partnership. The members of the Third Generation are the
members of, and have power to manage the business of, Marujupu. The
members of A Sock may remove Marujupu at any time in their discretion.
Item 7. Material to be Filed as Exhibits.
Exhibit F: Limited Partnership Agreement, dated as of the
11th day of May, 1998, of OXBOX, L.P.
(Page 9 of 24 Pages)
<PAGE>
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/ Arthur Ochs Sulzberger
-------------------------
Arthur Ochs Sulzberger
Dated: May 15, 1998
(Page 10 of 24 Pages)
<PAGE
Schedule A
Date of Record Number of Shares Price Per Share
Transaction Owner Purchased/(Sold/Gifted) (including
commissions,
if any)
5/13/98 Mr.
Sulzberger (104,375) $70.25
5/13/98 The Arthur Ochs
Sulzberger
1998 Family
Trust* (146,000) $70.25
5/13/98 The Arthur Ochs
Sulzberger
1998 GST
Trust* (14,000) $70.25
5/13/98 Dr.
Sulzberger (104,375) $70.25
5/13/98 The Judith P.
Sulzberger
1998 Family
Trust* (154,700) $70.25
5/13/98 The Judith P.
Sulzberger
1998 GST Trust* (5,300) $70.25
5/13/98 Mrs.
Holmberg (104,375) $70.25
5/13/98 The Ruth S.
Holmberg
1998 Family
Trust* (146,000) $70.25
5/13/98 The Ruth S.
Holmberg
1998 GST Trust* (14,000) $70.25
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* Such shares were contributed on May 7, 1998 to such trust by the
member of the Third Generation whose name is borne by such trust. After
giving effect to such sales, the trusts own no securities of the
Company.
(Page 11 of 24 Pages)
<PAGE>
5/13/98 Mrs.
Heiskell (104,375) $70.25
5/13/98 The Marian S.
Heiskell 1998
Family Trust* (160,000) $70.25
5/12/98 Mr.
Sulzberger (5,625) $70.25
5/12/98 Dr.
Sulzberger (5,625) $72.34
5/12/98 Mrs.
Holmberg (5,625) $72.34
5/12/98 Mrs.
Heiskell (5,625) $72.34
4/2/98 Mrs. Holmberg (4,605) $0
4/2/98 Dr. Dolnick 614 $0
4/1/98 Mrs. Holmberg (384) $0
3/17/98 Mrs. Heiskell (1,538) $0
* Such shares were contributed on May 7, 1998 to such trust by the
member of the Third Generation whose name is borne by such trust. After
giving effect to such sales, the trusts own no securities of the
Company.
(Page 12 of 24 Pages)
LIMITED PARTNERSHIP AGREEMENT
FOR
OXBOX, L. P.
THIS AGREEMENT OF LIMITED PARTNERSHIP (the "Agreement") is
made and entered into as of the 11th day of May, 1998, by the general
partner, A SOCK, L.L.C. (in such capacity, the "General Partner"), a
Delaware limited liability company, and those persons identified on
Schedule A as owners of Limited Partnership Units (the "Limited
Partners"). The General Partner and the Limited Partners are referred
to as the "Partners".
The Partners desire to form a limited partnership (the
"Partnership") for the express purpose of retaining control of much of
the family's shares of the Class A common stock of The New York Times
Company, and also, by pooling investments, to develop and maintain
sufficient other assets for the payment of transfer taxes, so that the
family's ownership of The New York Times may be continued in accordance
with the desires of Adolph S. Ochs, and for such other purposes as are
set forth.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements, it is agreed as follows:
ARTICLE I
ESTABLISHMENT OF THE PARTNERSHIP
1.1. Formation. The Partners form the Partnership as a
limited partnership pursuant to the provisions of The Revised Uniform
Limited Partnership Act as adopted in the State of Delaware (the "Act")
upon the terms and conditions set forth in this Agreement. The Partners
shall promptly take all actions necessary or appropriate to allow the
Partnership to carry on its business in accordance with the terms of
this Agreement.
1.2. Name. The name of the Partnership is OXBOX, L.P.
or such other name selected by the General Partner as may be acceptable
to the appropriate recording officials of the State of Delaware.
1.3. Purposes. The Partnership is formed for the
following purposes:
1.3 (a) the management and investment of its capital assets;
and
(Page 13 of 24 Pages)
<PAGE>
1.3 (b) to engage in any other activities not
prohibited by law which are determined by the General Partner to be in
the best interests of the Partnership and its Partners.
1.4. Powers. The Partnership shall have the power to do
all things necessary or desirable in the conduct of its business to the
fullest possible extent.
1.5. Principal Place of Business. The principal place
of business of the Partnership is c/o Marujupu, The New York Times
Company, Room 1031, 229 West 43rd Street, New York, New York 10036
and/or such other place or places as the General Partner may from time
to time determine.
1.6. Term. The term of the Partnership shall continue
until December 31, 2047, unless terminated at an earlier date as
hereinafter provided.
1.7. Registered Agent. The address of the Partnership's
registered office in the State of Delaware is The Corporation Service
Company, 1013 Centre Road, Wilmington, Delaware 19805. The name of its
registered agent at that address is The Corporation Service Company.
ARTICLE II
CAPITAL CONTRIBUTIONS; PARTNERSHIP UNITS;
WITHDRAWALS; AND CAPITAL ACCOUNTS
2.1. Initial Capital Contributions and Partnership
Units. Each Partner shall make an initial contribution to the capital
of the Partnership, simultaneously with the execution of this Agreement,
consisting of the property described in Schedule A. In consideration
therefor, each Partner shall be issued such number of units of
Partnership interest ("Partnership Units") as are indicated on Schedule
A, consisting of such number of units of General Partnership interest
(each a "General Partnership Unit") and units of Limited Partnership
interest (each a "Limited Partnership Unit") as indicated. Each
Partnership Unit shall represent equivalent economic interests in the
Partnership.
2.2. Subsequent Capital Contributions. If the General
Partner has a deficit balance in its capital account at the time of the
liquidation of the Partnership, it agrees to contribute to the capital
of the Partnership an amount of cash equal to the amount by which zero
exceeds such General Partner's capital account at such time. Such
(Page 14 of 24 Pages)
<PAGE>
amount shall be paid to the Partnership by the later of the end of the
taxable year in question or 90 days after the date of the Partnership's
liquidation and shall be available for payment to the creditors of the
Partnership or for distribution to Partners having positive capital
account balances.
2.3. Additional Contributions. No Partner shall be
required to make any capital contributions in addition to those called
for by Section 2.1 and Section 2.2.
2.4. Capital Accounts. A single capital account
("Capital Account") shall be maintained for each Partner (regardless of
whether such Partner is a General Partner or a Limited Partner or both
and regardless of the time or manner in which such interests were
acquired) in accordance with the capital accounting rules of Section
704(b) of the Internal Revenue Code (the "Code"). Each Partner's
opening Capital Account balance shall be the amount (as set forth in
Schedule A) of such Partner's initial Capital Contribution made pursuant
to Section 2.1. Thereafter, a Partner's Capital Account shall be
credited with (a) such Partner's subsequent cash capital contributions;
(b) the agreed value of any property subsequently contributed to the
capital of the Partnership by such Partner; (c) such Partner's share of
partnership realized and unrealized profits as provided in Article III;
and (d) such other amounts as may be required in order for the Capital
Account to be considered to be determined and maintained in accordance
with the rules of Treas. Reg. Sec. 1.704-1 (b)(2)(iv) (including Treas.
Reg. Sec. 1.704-1(b)(2)(iv)(g)) or any successor section of similar
import. A Partner's Capital Account shall be debited with (a) such
Partner's share of partnership realized and unrealized losses as
provided in Article III, (b) distributions made to such Partner, and (c)
such other amounts as may be required for the Capital Account to be
considered to be determined and maintained in accordance with the rules
of Treas. Reg. Sec. 1.704-1(b)(2)(iv) (including Treas. Reg. Sec.
1.704-1(b)(2)(iv)(g)) or any successor section of similar import.
ARTICLE III
PROFIT AND LOSS
3.1. Definitions of Net Profit and Net Loss. Profits
and losses for a particular Operations Period shall be computed in the
same manner as the Partnership reports its income for Federal income tax
purposes, except that (i) for purposes of gain, loss, depreciation and
otherwise, property shall be considered to have a book value equal to
its fair market value as most recently determined pursuant to Section
3.2(c); (ii) income of the Partnership exempt from tax, and expenses not
deductible for tax purposes under the Code shall be included in the
computation; and (iii) unrealized gain or loss shall be taken into
(Page 15 of 24 Pages)
<PAGE>
account as provided in Section 3.2(c) hereof. The principles of Treas.
Reg. Sec. 1.704-l(b)(4)(i) shall be applied when necessary to prevent
duplication or omission of Capital Account adjustments, including
without limitation those arising from deemed sales under Section 3.2(c).
3.2. Allocation of Profits and Losses.
3.2 (a) The Partnership's net profits and
losses for any Operations Period shall be allocated to each of the
Partners pro rata for each Operations Period according to the ratio of
(i) the number of Partnership Units owned by each Partner to (ii) the
aggregate number of Partnership Units outstanding.
3.2 (b) The Partnership's items of income,
gain, loss and deduction shall be allocated for Federal, state and local
income tax purposes among the Partners proportionately to the allocation
of net profits and losses among the Partners, except that each Partner's
distributive share of depreciation, amortization, and gain or loss, as
computed for tax purposes, with respect to any property shall be
determined so as properly to reflect the varying interests of the
Partners in unrealized profit or loss for prior Operations Periods, and
otherwise to take into account the variation between the adjusted basis
and the book value of the property in the same manner as under Section
704(c) of the Code and the Treasury Regulations thereunder.
3.2 (c) On each Adjustment Date, as defined in
Section 3.4, the properties of the Partnership (including in the case of
a distribution, any property being distributed) shall be considered to
have been sold at fair market value, as determined by the General
Partner using its reasonable business judgment. The deemed gain or loss
for the Operations Period in question upon such deemed sale shall be
allocated in accordance with Section 3.2. The amount of any
distribution in kind shall be considered to be the fair market value of
the property, as so determined.
3.2 (d) If any Partnership Unit is transferred
during an Operations Period, the net profit or loss attributable to such
Partnership Unit for the Operations Period shall be allocated between
the transferor and transferee on a monthly basis based on actual monthly
profit or loss. For this purpose, (i) if a transfer occurs on or before
the 15th day of the month the transferee shall be treated as the owner
of the Partnership Unit for the entire month and (ii) if a transfer
occurs after the 15th day of the month the transferor shall be treated
as the owner of the Partnership Unit for the entire month.
3.3. Qualified Income Offset and Related Provisions.
Notwithstanding any other provision:
(Page 16 of 24 Pages)
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3.3 (a) Net losses for any Operations Period
that would otherwise be allocated with respect to Partnership Units
owned by a Limited Partner and which would cause such Limited Partner to
have an Adjusted Capital Account Deficit with respect to his interest as
a Limited Partner shall instead be allocated to the General Partner.
3.3 (b) If any Limited Partner receives an
adjustment, allocation, or distribution described in Treas. Reg. Sec.
1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership gross income
shall be specifically allocated to such Limited Partner in an amount and
manner sufficient to eliminate any Adjusted Capital Account Deficit
created by such adjustments, allocations, or distributions as quickly as
possible. The provisions of this Section 3.3(b) are intended to
constitute a "qualified income offset" within the meaning of Treas. Reg.
Sec. 1.704-1(b)(2)(ii)(d) and shall be interpreted and implemented as
therein provided.
3.3 (c) After satisfaction of any allocations
required by Section 3.3(b), net profit for an Operations Period shall be
allocated to the General Partner until the General Partner has received
allocations of net profit equal in the aggregate to any net losses
previously allocated to it pursuant to Section 3.3(a).
3.3 (d) An "Adjusted Capital Account Deficit"
exists with respect to a Limited Partner if the Limited Partner's
Capital Account, determined for this purpose by reducing the Capital
Account by the items described in Treas. Reg. Sec. 1.704-1(b)(2)(ii)(d),
(4), (5) and (6) and by increasing the Capital Account by the amount
described in Treas. Reg. Sec. 1.704-1(b)(2)(ii)(c) the Partner is
obligated to restore, is a negative amount.
3.4. Adjustment Date; Operations Period.
3.4 (a) The "Adjustment Dates" of the
Partnership shall be the date of dissolution of the Partnership and each
other date on which there is a distribution in kind of property of the
Partnership, a contribution of money or other property (other than a de
minimis amount) to the Partnership by a new or existing Partner as
consideration of an interest in the Partnership, or a distribution of
money (other than a de minimis amount) by the Partnership to a retiring
or continuing Partner as consideration for an interest in the
Partnership.
3.4 (b) An "Operations Period" of the
Partnership shall be the period beginning on the date hereof, the first
day of a fiscal year or an Adjustment Date (as the case may be) and
ending on the earlier of the next succeeding Adjustment Date or the last
day of a fiscal year.
(Page 17 of 24 Pages)
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ARTICLE IV
DISTRIBUTIONS
4.1. Distributions Other Than Upon Winding-Up.
Partnership property may be distributed to the Partners from time to
time at the sole discretion of the General Partner; provided, however ,
that distributions shall be made to each Partner pro rata according to
the ratio of (a) the number of Partnership Units owned by such Partner
to (b) the aggregate number of Partnership Units outstanding, determined
at the end of such Operations Period. After application of Section
3.2(c), in the discretion of the General Partner, property of the
Partnership may be distributed in kind.
4.2. Distributions Upon Winding-Up. Upon the
dissolution and winding up of the Partnership, the assets of the
Partnership, after application of Section 3.2(c), shall be distributed
in the following order of priority:
4.2 (a) To the payment of the debts and
liabilities of the Partnership and the expenses of winding-up, including
the establishment of any reserves against liabilities or obligations of
the Partnership which the General Partner in its sole discretion deem
appropriate, such reserves to be charged against the Partners' Capital
Accounts according to the ratio of (i) the number of Partnership Units
owned by each Partner, to (ii) the aggregate number of Partnership Units
outstanding, and, prior to payment of such liabilities and obligations,
shall be placed in the hands of an escrow agent for such period of time
and upon such terms as the General Partners shall determine; and, then,
4.2 (b) To the payment of the Capital Accounts
of the Partners.
ARTICLE V
WITHDRAWALS
5.1. Withdrawals. No Partner may withdraw from the
Partnership prior to its dissolution.
ARTICLE VI
DISSOLUTION AND WINDING-UP
6.1. Events Occasioning Dissolution. The Partnership
shall dissolve and terminate upon the occurrence of any of the
following, whichever shall first occur:
(Page 18 of 24 Pages)
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(a) December 31, 2047.
(b) The unanimous written consent of all the
Partners to dissolve the Partnership.
(c) The occurrence of an event of withdrawal by the
General Partner under Section 17-402 of the Act, unless, within 90
(ninety) days from the occurrence of such event of withdrawal, a
majority in interest of the then existing Limited Partnership interests
agree to continue the business of the Partnership and to appoint,
effective as of the date of withdrawal, a new General Partner.
(d) The entry of a decree of judicial dissolution
under Section 17-802 of the Act.
6.2. Winding-Up. The Partnership shall be allowed one
year from the date of any event occasioning dissolution for the
winding-up of its affairs and shall be allowed such additional time as
may be reasonable for the orderly sale of the Partnership's properties.
ARTICLE VII
MANAGEMENT
7.1. Management by the General Partner. The business
affairs of the Partnership shall be managed by the General Partner. The
General Partner shall have all necessary powers to carry out the
purposes of the Partnership.
7.2. Liabilities of the General Partner, Other
Interests. The General Partner and its agents shall not be liable,
responsible or accountable in damages or otherwise to the Partnership or
to any of the Partners for any acts performed or omitted to be performed
in good faith. The General Partner and the Limited Partners may engage
in or possess interests in other business ventures of every nature and
description, whether or not competitive with the business of the
Partnership, independently or with others, and neither the Partnership
nor any of its Partners shall, by virtue of this Agreement, have any
rights in or to such other ventures or the income or profits derived
therefrom.
7.3. Limited Partners. No person in such person's
capacity as a Limited Partner shall take part in the management of the
business or affairs of the Partnership or have the right or authority to
act for or bind the Partnership. Notwithstanding any provision of this
Agreement, the Limited Partners shall not be liable for any of the
losses, debts or liabilities of the Partnership in excess of their
respective Capital Contributions, except as otherwise expressly provided
by law. The General Partner may also be a Limited Partner.
(Page 19 of 24 Pages)
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ARTICLE VIII
SUBSTITUTION; ADDITIONAL PARTNERS
8.1. Substituted Limited Partners. The transferee of a
Limited Partnership Unit may not be admitted as a substituted Limited
Partner unless all of the following conditions have been met:
(a) The transfer is made pursuant to the written
consent of the General Partner, which consent may be given or withheld
in the sole discretion of the General Partner.
(b) There has been filed with the General Partner a
written instrument, executed by the transferor, in form and substance
satisfactory to the General Partner, transferring to the transferee all
or part of the transferor's Partnership Units;
(c) The transferee has approved and adopted all of
the provisions of this Agreement, as the same may have been amended,
which approval and adoption may be evidenced in such manner as is
required by the General Partner; and
(d) The transferee has paid or agreed to pay, as
the General Partner may determine, all reasonable expenses relating to
such admission.
8.2. Transfers of General Partnership Units. The
transferee of a General Partnership Unit may not be admitted as a
substituted General Partner without (a) the written consent of all the
Limited Partners, which consent shall be given or withheld in the sole
discretion of a Limited Partner and (b) satisfaction of the requirements
of Section 8.1 in respect to a transfer of Limited Partnership Units;
provided, however, that if the requirements of clause (b), but not
clause (a), are met, such General Partnership Units shall be deemed
Limited Partnership Units in the hands of the transferee, and such
transferee shall be admitted only as a substituted Limited Partner with
respect thereto, and shall not be deemed a General Partner for any
purpose but provided further, that no such transfer shall be permitted
if the Partnership would have no General Partnership Units outstanding
after the transfer.
8.3. Additional Partners. Additional Partnership Units
may be issued and sold by the General Partner to any person, including
but not limited to a natural person, trust, corporation, partnership or
other association, for fair market value, as determined by the General
Partner, using their reasonable business judgment, and under such terms
as deemed advisable by the General Partner, including but not limited to
(Page 20 of 24 Pages)
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terms relating to the applicability of this Agreement to such additional
Partnership Units. Admission of any Partner shall not be a cause of
dissolution.
ARTICLE IX
ACCOUNTING
9.1. Books and Records. The General Partner shall
maintain the general accounts of the Partnership. The books of the
Partnership shall be kept on a basis consistent with the provisions of
this Agreement and shall be open to the inspection and examination of
all Partners, in person or by their duly authorized representatives, at
reasonable times. The books of the Partnership shall be maintained
using the accrual method of accounting.
9.2. Fiscal Year. The fiscal year of the Partnership
shall be the calendar year.
9.3. Reports. As soon as practicable after the close of
each fiscal year the Partnership shall furnish each Partner with a copy
of the Partnership's financial statements for such year and with a
statement of such Partner's Capital Account, as reflected on the books
of the Partnership. Each Partner shall also be supplied with all
information with respect to the Partnership required in connection with
the preparation of such Partner's tax returns.
9.4. Federal Income Tax Elections. All elections
required or permitted to be made by the Partnership under the Internal
Revenue Code shall be made by the General Partner in such manner as
will, in its opinion, be most advantageous to a majority in interest of
the Limited Partners.
9.5. Tax Matters Partner. The General Partner shall
from time to time designate a Tax Matters Partner pursuant to Section
6231 (a)(7) of the Code. The initial Tax Matters Partner shall be the
general partner, A Sock, L.L.C.
ARTICLE X
MISCELLANEOUS
10.1. Amendments. This Agreement may be amended from
time to time upon the written consent of all of the Partners.
10.2. Notices. All notices to the Partnership or any
Partner under this Agreement shall be in writing, duly signed by the
(Page 21 of 24 Pages)
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party giving such notice, and transmitted postage prepaid by first class
certified mail, return receipt requested, to such Partner's address set
forth on Schedule A of this Agreement, or to any such other address as
may hereafter be designated by a Partner upon giving notice thereof to
the Partnership. All notices shall be deemed given when dispatched.
10.3. No Delivery of Certificates. The General Partner
is not required to deliver copies of any Certificate of Limited
Partnership or amendment or cancellations thereof to the Limited
Partners.
10.4. Governing Law. This Agreement shall be construed
in accordance with and governed by the laws of the State of Delaware
applicable in the case of agreements made and to be performed entirely
within such State.
10.5. Counterparts. This Agreement and any consents
required hereunder may be executed in counterparts, all of which, taken
together, shall be deemed one original.
(Page 22 of 24 Pages)
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IN WITNESS WHEREOF, the General Partner and the Limited
Partner have caused this document to be executed in their names as of
the day and year first above written.
A SOCK, L.L.C., General Partner
By: MARUJUPU, L.L.C., Manager
By: /s/ Kathryn M. McCarthy
----------------------------
Name: Kathryn M. McCarthy
Title: President
/s/ Arthur Ochs Sulzberger
-----------------------------
Arthur Ochs Sulzberger, Limited
Partner
(Page 23 of 24 Pages)
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Schedule A
General Limited
Capital Partner Partner
Partner Address Contribution Units Units
A SOCK, L.L.C. C/o Marujupu 10,100 shares of 404 -0-
Room 1031 New York Times
229 West 43rd Street Co. stock
New York, NY 10036
Arthur Ochs C/o Marujupu 650,000 shares of -0- 26,000
Sulzberger Room 1031 New York Times
229 West 43rd Street Co. stock
New York, NY 10036
Total Units: 404 26,000
(Page 24 of 24 Pages)
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