SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)(1)
THESTREET.COM, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
88368Q103
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(CUSIP Number)
Kevin W. English
TheStreet.com, Inc.
Two Rector Street
New York, New York 10006
(212) 271-4004
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 14, 1999
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
- ----------------
(1) 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.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 10 Pages
<PAGE>
CUSIP No. 88368Q103 13D Page 2 of 10 Pages
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THE NEW YORK TIMES COMPANY
13-1102020
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
N/A (b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,552,555 shares of Common Stock
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0 shares of Common Stock
PERSON --------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,552,555 shares of Common Stock
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
--------------------------------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,552,555 shares of Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
================================================================================
Item 1. Security and Issuer.
This statement relates to common stock, $0.01 par value per share ("Common
Stock"), of TheStreet.com, Inc., a Delaware corporation ("Issuer"). The address
of the Issuer's principal executive office is Two Rector Street, New York, New
York 10006.
Item 2. Identity and Background.
(a) - (c), (f) This statement is being filed by The New York Times Company, a
New York corporation ("The Times"). The Times is a diversified media company
including newspapers, magazines, television and radio stations, and electronic
information and publishing. The address of The Times's principal business is 229
West 43d Street, New York, New York 10036. The address of The Times's executive
office is the same as the address of its principal business.
Attached as Appendix 1 hereto is a chart setting forth, with respect to each
director and executive officer of The Times and each trustee of a trust
established for the benefit of certain stockholders of The Times (the "1997
Trust"), his or her name, business address and present principal occupation or
employment.
(d) - (f) During the last five years prior to the date of this filing, neither
The Times nor, to its knowledge, any person named on Appendix 1 hereto has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction ending in a judgment, decree or
final order enjoining future violations or prohibiting or mandating the
activities subject to, Federal or State securities laws or finding a violation
with respect to such laws. To The Times's knowledge, except for Raul E. Cesan, a
member of The Times's board of directors who is a citizen of Argentina, each of
the individuals identified on Appendix 1 is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Times entered into a Subscription Agreement dated as of February 22, 1999,
with the Issuer (the "Subscription Agreement") which is set forth as Exhibit 1
hereto and is incorporated by reference herein, pursuant to which The Times
purchased 37,728 shares of the Issuer's Series B 9 1/2% Cumulative Preferred
Stock, par value $0.01 per share (the "Preferred Stock"), and
Page 3 of 10 Pages
<PAGE>
1,320,901 (as adjusted to reflect a subsequent one-for-three reverse Common
Stock split) shares of the Issuer's Common Stock. The Times purchased these
shares for an aggregate purchase price of $15,000,000, consisting of $3,000,000
in cash and $12,000,000 in an irrevocable advertising credit provided to the
Issuer pursuant to the Advertising Credit Agreement dated as of February 24,
1999, between the Issuer and The Times. The Preferred Stock that was acquired by
The Times was converted into 200,454 shares of Common Stock as of May 14, 1999.
The Times financed the cash portion of the aforementioned consideration for the
Preferred Stock and the Common Stock with cash on hand.
On May 14, 1999, The Times acquired 31,200 additional shares of Common Stock at
a purchase price of $19 per share pursuant to the Issuer's Directed Share
Purchase Program offered in connection with its initial public offering of
5,500,000 shares of its Common Stock. The Times financed the purchase price for
these shares with cash on hand.
Item 4. Purpose of Transaction.
(a) - (j) The shares of the Common Stock owned by The Times were acquired for,
and are being held for, investment purposes. The Times may dispose of or acquire
securities of the Issuer, including the Common Stock, depending upon the
position of the market, the Issuer and other factors.
Except as set forth above, neither The Times nor, to its knowledge, any person
listed in Appendix 1 hereto, has any plans or proposals which relate to or would
result in any other acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer.
In connection with The Times's investment in February 1999, Mr. Michael Golden,
the Vice Chairman, Senior Vice President and a director of The Times, became a
director of the Issuer.
Except as set forth above, neither The Times nor, to its knowledge, any person
listed in Appendix 1 hereto, has any plans or proposals which relate to or would
result in any other changes in the board of directors or management of the
Issuer, or which relate to or would result in any of the results specified in
paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) - (b) The number of shares of Common Stock owned by The Times is 1,552,555,
which constitutes, based on information received from the Issuer as of May 14,
1999, 6.3% of the Common Stock. The Times has sole voting and dispositive power
with respect to all of its shares of Common Stock.
To The Times's knowledge, none of the persons listed in Appendix 1 hereto owns
any shares of the Common Stock.
Page 4 of 10 Pages
<PAGE>
(c) Except as set forth in Item 3 above, to The Times's knowledge as of the date
hereof, neither The Times nor any person listed in Appendix 1 hereto has
effected any transactions in the Common Stock during the past 60 days.
(d) No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock held by The Times.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
the Securities of the Issuer.
The Times entered into the Subscription Agreement as described in Item 3. In
addition, The Times entered into a Lock-Up Agreement dated February 1, 1999 with
Goldman, Sachs & Co., on behalf of the underwriters of the Issuer's public
offering consummated as of May 14, 1999 (the "Lock-Up"), which is attached
hereto as Exhibit 2 and incorporated herein by reference. Pursuant to the
Lock-Up, The Times agreed that it would not transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for shares of Common Stock, for a period of 180 days
following May 10, 1999, the date of the commencement of the public offering,
subject to the exceptions described therein.
Item 7. Material to be Filed as Exhibits.
EXHIBIT 1. Subscription Agreement dated as of February 22, 1999 between
TheStreet.com, Inc. and The New York Times Company.
EXHIBIT 2. Lock-Up Agreement dated February 1, 1999 between The New York
Times Company and Goldman, Sachs & Co.
Page 5 of 10 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 24, 1999
The New York Times Company
By: /s/ LAURA J. CORWIN
-----------------------------------
Name: Laura J. Corwin
Title: Vice President and Secretary
Page 6 of 10 Pages
<PAGE>
APPENDIX 1
The following table sets forth the name, business address and
present principal occupation or employment of each director and executive
officer of The New York Times Company ("The Times") and each trustee of a trust
(the "1997 Trust") established for the benefit of certain shareholders of The
Times. Except as indicated below, the business address of each such person is
229 West 43d Street, New York, New York 10036.
Name and Title Present Principal Occupation and Address
John F. Akers, Director Director of various corporations
Brenda C. Barnes, Director Director of various corporations
Raul E. Cesan, Director President and Chief Operating Officer of
Schering-Plough Corporation
Richard L. Gelb, Director Consultant and Director of various
corporations and not-for-profit entities
Michael Golden, Director Vice Chairman and Senior Vice President
of The Times
Robert A. Lawrence, Director Director of various corporations and
not-for-profit entities
Russell T. Lewis, Director President and Chief Executive Officer of
The Times
Ellen R. Marram, Director Director of various corporations and
not-for-profit entities
The Honorable Charles H. Price II, Director of various corporations and
Director not-for-profit entities
Henry B. Schacht, Director Director and Senior Advisor, E.M.
Warburg, Pincus & Co., LLC
Dr. Donald M. Stewart, Director President of The College Board
(association of high schools and
colleges, sponsor of Scholastic
Assessment Tests and other academic
activities)
Arthur Ochs Sulzberger, Director and Chairman Emeritus of The Times
Trustee, 1997 Trust
Page 7 of 10 Pages
<PAGE>
Name and Title Present Principal Occupation and Address
Dr. Judith P. Sulzberger, Director and Physician, Columbia College of
Trustee, 1997 Trust Physicians & Surgeons
Arthur Sulzberger, Jr., Director Chairman of The Times and Publisher of
The New York Times
Cynthia H. Augustine Senior Vice President - Human Resources
of The Times
Laura J. Corwin Vice President and Secretary of The
Times
Leonard P. Forman Senior Vice President - Magazine Group
The New York Times Company Magazine
Group, Inc.
5520 Park Avenue
Trumbull, CT 06611
Stephen Golden Vice President - Forest Products,
Health, Safety and Environmental Affairs
of The Times
John M. O'Brien Senior Vice President and Chief
Financial Officer of The Times
C. Frank Roberts Vice President - Broadcasting of The
Times The New York Times Broadcasting
Group
803 Channel 3 Drive
Memphis, TN 38103
Janet L. Robinson President and General Manager of The New
York Times
Stuart Stoller Vice President and Controller of The
Times
Ellen Taus Vice President and Treasurer of The
Times
Benjamin Taylor Chairman and Chief Executive Officer of
Globe Newspaper Company, Inc. and
Publisher of The Boston Globe
135 Morrissey Blvd.
P. O. Box 2378
Boston, MA 02107
Page 8 of 10 Pages
<PAGE>
Name and Title Present Principal Occupation and Address
Solomon B. Watson IV Senior Vice President and General
Counsel of The Times
James C. Weeks President of The New York Times Regional
Newspaper Group
1100 Monarch Plaza
3414 Peachtree Road, N.E.
Atlanta, GA 30326
Dr. Lynn G. Dolnick, Trustee, Chief of the Division of Exhibition
1997 Trust Interpretation at the National
Zoological Park of the Smithsonian
Institution
Marian S. Heiskell, Trustee, Director of various charitable
1997 Trust organizations
Ruth S. Holmberg, Trustee, 1997 Trust Chairman of Times Printing Company, the
publisher of The Chattanooga Times
100 East 10th Street
Chattanooga, TN 37402
Page 9 of 10 Pages
<PAGE>
EXHIBIT INDEX
Exhibit No. Title
EXHIBIT 1. Subscription Agreement dated as of February 22, 1999
between TheStreet.com, Inc. and The New York Times
Company.
EXHIBIT 2. Lock-Up Agreement dated February 1, 1999 between The New
York Times Company and Goldman, Sachs & Co.
Page 10 of 10 Pages
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT, dated as of February 22, 1999 (this
"Agreement") between THESTREET.COM, INC., a Delaware corporation (the
"Company"), and THE NEW YORK TIMES COMPANY, a New York corporation (the
"Buyer").
1. Sale of Securities and Terms of Payment. In consideration of the
foregoing, the parties hereto agree that, subject to the conditions contained
herein, on February 26, 1999 or such later date as the Company and the Buyer
shall agree (the "Closing Date"), the Buyer will purchase from the Company and
the Company will sell to the Buyer 37,728 shares (the "Preferred Shares") of the
Company's Series B 9 1/2% Cumulative Preferred Stock, par value $.01 per share
and 3,962,703 shares (the "Common Shares" and, together with the Preferred
Shares, the "Shares") of the Company's Common Stock, par value $.01 per share
(the "Common Stock").
(a) Upon the terms and subject to the conditions contained in
this Agreement, and in consideration of the aforesaid issuance, sale and
delivery of the Shares, on the Closing Date, the Buyer will pay or cause to be
paid to the Company $15,000,000, of which $3,000,000 shall be in cash and
$12,000,000 shall be an irrevocable advertising credit (the "Advertising
Credit"), provided to the Company pursuant to the Advertising Credit Agreement,
dated the Closing Date, between the Company and the Buyer (the "Advertising
Credit Agreement"), for purchasing its advertisements on all the Buyer's
traditional (i.e., print, radio and television) and online publications and
properties (collectively, the "Media"), at the best available advertising
contract rates then being charged by the Buyer to advertisers spending
comparable amounts on advertising on the Media during the four year period
beginning from the Closing Date and ending on February 22, 2003 (such period
being hereinafter referred to as the "Advertising Period").
(b) Upon the terms and subject to the conditions of this
Agreement, on the Closing Date the Company will issue, sell and deliver to the
Buyer, and the Buyer will accept and purchase from the Company the Shares.
(c) The Company and the Buyer agree that the number of Shares
issuable under this Agreement has not been adjusted for the three to one reverse
stock split approved by the Company's Board of Directors on February 16, 1999,
but which has not as of the date hereof been approved by the Company's
stockholders. Any Shares issued by the Company
<PAGE>
or sold by the Buyer pursuant to clause (b) above shall be adjusted for any
stock splits or stock dividends or combination of shares or recapitalizations,
mergers, consolidation or other reorganization or otherwise.
(d) Each of the Shares issued pursuant to this Agreement shall
bear the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATES, AND THESE
SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND LAWS, IF
APPLICABLE."
2. Representations of the Company. The Company represents and
warrants to the Buyer that as of the Closing Date:
(a) This Agreement has been duly executed and delivered by the
Company and constitutes the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as may be
limited by bankruptcy, insolvency, fraudulent transfer or other similar laws
affecting creditors generally and subject to general principles of equity
regardless of whether enforceability is considered in a proceeding in equity or
at law.
(b) The Shares have been duly authorized and, when issued in
accordance with this Agreement, will be validly issued, fully paid and
nonassessable.
(c) Except for 250,000 shares of the Common Stock sold by the
Company to a third party, the Company had (i) 41,291,515 issued and outstanding
shares of the Common Stock and 7,581,818 shares of the Common Stock reserved for
issuance pursuant to the Company's 1998 Stock Incentive Plan; (ii) 118,441
issued and outstanding shares of its Series A 9 1/2% Cumulative Preferred Stock;
(iii) 345,366 issued and outstanding shares of its Series B 9 1/2% Cumulative
Preferred Stock and (iv) 1,500 issued and outstanding shares of its Series C
Preferred Stock.
3. Representations of the Buyer. The Buyer represents and warrants
to the Company that:
(a) This Agreement has been duly executed and delivered by the
Buyer and constitutes the legal, valid and binding obligation of the Buyer,
enforceable against the Buyer in accordance with its terms, except as may be
limited by bankruptcy, insolvency, fraudulent transfer or other similar laws
affecting creditors generally and subject to general principles of equity
regardless of whether enforceability is considered in a proceeding in equity or
at law.
(b) The Buyer has purchased the Shares for investment purposes
without a view to resell the Shares.
<PAGE>
4. Agreement of the Company to Provide Financial Information. The
Company covenants and agrees with the Buyer that until the earlier of (i)
consummation of an underwritten public offering of the Common Stock conducted by
a nationally recognized reputable underwriter with gross proceeds of at least
$20,000,000 (a "Qualified Public Offering"), and (ii) the first date on which
the Buyer no longer holds Common Shares representing 5% of the outstanding
Common Stock (clause (i) and (ii) are collectively referred to herein as the
"Termination Date") the Company shall furnish to the Buyer:
(a) within ninety (90) days after the end of each fiscal year
of the Company, an audited consolidated balance sheet of the Company and its
subsidiaries, if any, as of the end of such fiscal year and the related audited
consolidated statements of income, stockholders' equity and cash flows for the
fiscal year then ended, prepared in accordance with generally accepted
accounting principles and certified by a firm of independent public accountants
of recognized national standing selected by the Board of Directors of the
Company; and
(b) within forty (45) days after the end of each fiscal
quarter (other than the last fiscal quarter of each fiscal year) of the Company
a consolidated balance sheet of the Company and its subsidiaries, if any, and
the related consolidated statements of income, stockholders' equity and cash
flows, unaudited but prepared in accordance with generally accepted accounting
principles and certified by the Chief Financial Officer of the Company as fairly
presenting, in all material respects, the financial position of the Company and
its subsidiaries and results of operating and cash flow on a consolidated basis,
in each case in accordance with generally accepted accounting principles, such
consolidated balance sheet to be as of the end of such fiscal quarter and such
consolidated statements of income, stockholders' equity and cash flows to be for
such fiscal quarter and for the period from the beginning of the fiscal year to
the end of such quarter, in each case with comparative statements for the prior
fiscal year.
5. Agreement by the Company to Amend the Stockholders' Agreement to
Appoint an Additional Director to Board of Directors. The Company agrees to
amend the certain Amended and Restated Stockholders' Agreement, dated December
21, 1998, between the Company and the Stockholders named therein to provide
that:
(a) Until the Termination Date, at each annual meeting of the
stockholders of the Company, and at each special meeting of the stockholders of
the Company called for the purpose of electing directors of the Company, and at
any time at which stockholders of the Company shall have the right to, or shall,
vote for directors of the Company, then, and in each event, the Buyer shall have
the right to designate one person to the Board of Directors of the Company. The
Buyer hereby initially designates Michael Golden, Vice Chairman and Senior Vice
President of the Buyer as a member of the Company's Board of Directors.
(b) Any vacancy on the Board of Directors created by the
resignation, removal, incapacity or death of any person designated under this
Section 5 shall be filled by another person designated by the Buyer.
<PAGE>
6. Agreement to Negotiate Joint Venture Agreement. The parties
hereto agree that, as soon as practicable after the Closing Date, they will
enter into good faith negotiations to enter into a joint venture agreement and
any necessary additional agreements to, among other things, establish a joint
business and financial news site.
7. Lockup Agreement. The Buyer hereby agrees that in the event of a
Qualified Public Offering, it will execute a standard form of underwriter's
lock-up agreement under which it will agree not to transfer or dispose of,
directly or indirectly, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for shares of Common Stock, for a period of
180 days after the date of the commencement of the public offering.
<PAGE>
IN WITNESS WHEREOF, each of the Company and the Buyer has caused
this Agreement to be signed by its duly authorized officers as of the date first
above written.
THESTREET.COM, INC.
By: /s/ Kevin W. English
----------------------------------------
Name: Kevin W. English
Title: Chairman and CEO
THE NEW YORK TIMES COMPANY
By: /s/ John M. O'Brien
----------------------------------------
Name: John M. O'Brien
Title: Senior Vice President and Chief
Financial Officer
TheStreet.com, Inc.
Lock-Up Agreement
February 1, 1999
Goldman, Sachs & Co.
Hambrecht & Quist LLC
Thomas Weisel Partners LLC
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Re: TheStreet.com, Inc. - Lock-Up Agreement
Ladies and Gentlemen:
The undersigned understands that you, as representatives (the
"Representatives"), propose to enter into an Underwriting Agreement on behalf of
the several Underwriters named in Schedule I to such agreement (collectively,
the "Underwriters"), with TheStreet.com, Inc., a Delaware corporation (the
"Company"), providing for a public offering (the "Offering") of the Common Stock
of the Company (the "Shares") pursuant to a Registration Statement on Form S-1
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "SEC").
In consideration of the agreement by the Underwriters to offer and sell
the Shares, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees that, during
the period beginning from the date of the final Prospectus covering the public
offering of the Shares and continuing to and including the date 180 days after
the date of such final Prospectus, the undersigned will not offer, sell,
contract to sell, pledge, grant any option to purchase, make any short sale or
otherwise dispose of any shares of Common Stock of the Company, or any options
or warrants to purchase any shares of Common Stock of the Company, or any
securities convertible into, exchangeable for or that represent the right to
receive shares of Common Stock of the Company, whether now owned or hereinafter
acquired, owned directly by the undersigned (including holding as a custodian)
or with respect to which the undersigned has beneficial ownership within the
rules and regulations of the SEC (collectively the "Undersigned's Shares").
The foregoing restriction is expressly agreed to preclude the undersigned
from engaging in any hedging or other transaction which is designed to or
reasonably expected to lead to or result in a sale or disposition of the Shares
even if such Shares would be disposed of by someone other than the undersigned.
Such prohibited hedging or other transactions would include without
<PAGE>
limitation any short sale or any purchase, sale or grant of any right (including
without limitation any put or call option) with respect to any of the Shares or
with respect to any security that includes, relates to, or derives any
significant part of its value from such Shares.
Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee
or donees thereof agree to be bound by the restrictions set forth herein, (ii)
to any trust for the direct or indirect benefit of the undersigned or the
immediate family of the undersigned, provided that the trustee of the trust
agrees to be bound by the restrictions set forth herein, and provided further
that any such transfer shall not involve a disposition for value, or (iii) with
the prior written consent of Goldman, Sachs & Co. on behalf of the Underwriters.
For purposes of this Lock-Up Agreement, "immediate family" shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin.
In addition, notwithstanding the foregoing, the undersigned may transfer the
capital stock of the Company solely to the persons set forth in the following
clauses if the undersigned is (i) a corporation, to any of its wholly owned
subsidiaries, (ii) a limited liability company, to any of its members or
managers or (iii) a partnership or a limited liability partnership, to any of
its partners; provided, however, that in any such case, it shall be a condition
to the transfer that the transferee execute an agreement stating that the
transferee is receiving and holding such capital stock subject to the provisions
of this Agreement and there shall be no further transfer of such capital stock
except in accordance with this Agreement, and provided further that any such
transfer shall not involve a disposition for value. The undersigned now has,
and, except as contemplated by clause (i), (ii), or (iii) above, for the
duration of this Lock-Up Agreement will have, good and marketable title to the
Undersigned's Shares, free and clear of all liens, encumbrances, and claims
whatsoever. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent and registrar against
the transfer of the Undersigned's Shares except in compliance with the foregoing
restrictions.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
Offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns. Notwithstanding anything to the
contrary contained in this Lock-Up Agreement, you agree that this Lock-Up
Agreement shall terminate and the undersigned shall be released from all its
obligations hereunder if the initial closing of the Offering does not occur by
the end of the fifteenth business day immediately following the day the
Registration Statement is declared effective by the SEC.
Very truly yours,
THE NEW YORK TIMES COMPANY
--------------------------
Exact Name of Stockholder
/s/ Rhonda L. Brauer
--------------------
Authorized Signature
Assistant Secretary
-------------------
Title
2
