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CUSIP No. 579489-10-5 13D Page 1 of 8 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
McCLATCHY NEWSPAPERS, INC.
____________________________________________________________________________
(Name of Issuer)
Class A Common Stock
____________________________________________________________________________
(Title of Class of Securities)
579489-10-5
____________________________________________________________________________
(CUSIP Number)
Wilma C. Flach
Legal Administrative Director and Corporate Secretary
McClatchy Newspapers, Inc.
2100 Q Street
P.O. Box 15779
Sacramento, CA 95852
Telephone: (916) 321-1828
____________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 16, 1994
____________________________________________________________________________
(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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
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 ("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).
(Continued on following pages)
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CUSIP No. 579489-10-5 13D Page 3 of 8 Pages
<TABLE>
<S> <C>
- -------------------------------------------------------------
1. NAME OF REPORTING PER The Central Valley Foundation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- -------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------
4. SOURCE OF FUNDS Not Applicable
- -------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
- -------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- -------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 0
SHARES -------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH -------------------------------------------------
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 0
WITH -------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
- -------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0
- -------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- -------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 0%
- -------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- -------------------------------------------------------------
</TABLE>
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CUSIP No. 579489-10-5 13D Page 4 of 8 Pages
The Central Valley Foundation hereby amends its statement on Schedule 13D filed
with the Securities and Exchange Commission on February 24, 1994 (the "Initial
Statement") with respect to the Class A Common Stock, par value $.01 per share
(the "Class A Common Stock"), of McClatchy Newspapers, Inc. Items not included
herein are hereby incorporated from the Foundation's Initial Statement.
Item 4. Purpose of the Transaction.
On May 16, 1994, the Foundation sold 500,000 shares of Class A Common Stock
in an underwritten public offering. The public offering, which included the
sale of 750,000 shares of Common Stock by the Company and 125,000 shares by
other selling stockholders, was underwritten by Goldman Sachs, Inc. and Merrill
Lynch & Co. The price to public was $22.375 per share and the Foundation
received $21.225 per share (excluding the $1.15 per share underwriting
discount).
Item 5. Interest in Securities of the Issuer.
(a) Amount beneficially owned: 0
Percent of Class: 0%
(b) The number of shares as to which the Foundation has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 0
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CUSIP No. 579489-10-5 13D Page 5 of 8 Pages
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 0
(c) In the last sixty days, the Foundation had only one transaction
in the Class A Common Stock, which is described in Item 4 above.
(d) None.
(e) Not applicable.
The following information as required by Item 5 applies to the
Foundation's executive officers and directors:
o James B. McClatchy
(a) Amount beneficially owned: 13,122,198
Percent of Class: 68.1%
11,078,865 of such shares are beneficially owned pursuant to the provisions
of (i) five trusts over which James B. McClatchy, William K. Coblentz, William
Ellery McClatchy, William M. Roth and Erwin Potts share joint voting and
dispositive power; and (ii) the Will of Charles K. McClatchy, deceased, and
Letters Testamentary issued pursuant thereto, by which James B. McClatchy,
William K. Coblentz and William Ellery McClatchy share joint voting and
dispositive power.
The filing of this Schedule 13D shall not be construed as an admission that
James B. McClatchy is, for the purposes of Section 13(d) or 13(g) of the Act,
the beneficial owner of such 11,078,865 shares.
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CUSIP No. 579489-10-5 13D Page 6 of 8 Pages
(b) The number of shares as to which James B. McClatchy has:
(i) Sole power to vote or direct the vote: 2,043,333
(ii) Shared power to vote or direct the vote: 11,078,865
(iii) Sole power to dispose or direct the disposition of: 2,043,333
(iv) Shared power to dispose or direct the disposition of: 11,078,865
(c) None.
(d) None.
(e) Not applicable.
o Susan McClatchy is the spouse of James B. McClatchy and may as a result be
deemed to own the shares owned by James B. McClatchy.
o William K. Coblentz
(a) Amount beneficially owned: 11,218,240
Percent of Class: 70.2%
11,215,240 of such shares are beneficially owned pursuant to the provisions
of (i) five trusts over which William K. Coblentz, James B. McClatchy, William
Ellery McClatchy, William M. Roth and Erwin Potts share joint voting and
dispositive power; (ii) one trust over which William K. Coblentz, Malcolm
Weintraub and R. Burnett Miller share joint voting and dispositive power; and
(iii) the Will of Charles
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CUSIP No. 579489-10-5 13D Page 7 of 8 Pages
K. McClatchy, deceased, and Letters Testamentary issued pursuant thereto, by
which William K. Coblentz, James B. McClatchy and William Ellery McClatchy
share joint voting and dispositive power.
The filing of this Schedule 13D shall not be construed as an admission that
William K. Coblentz is, for the purposes of Section 13(d) or 13(g) of the Act,
the beneficial owner of such 11,215,240 shares.
(b) The number of shares as to which William K. Coblentz has:
(i) Sole power to vote or direct the vote: 3,000
(ii) Shared power to vote or direct the vote: 11,215,240
(iii) Sole power to dispose or direct the disposition of: 3,000
(iv) Shared power to dispose or direct the disposition of: 11,215,240
(c) None.
(d) None.
(e) Not Applicable.
o Annette Leifer does not beneficially own any shares of Class A Common
Stock.
o Donald R. Franson, Jr. does not beneficially own any shares of
Class A Common Stock.
o A. Alan Post does not beneficially own any shares of Class A Common Stock.
o Merrily F. Wong does not beneficially own shares of Class A Common Stock.
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CUSIP No. 579489-10-5 13D Page 8 of 8 Pages
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.
Dated as of May 16, 1994. The Central Valley Foundation
By /s/ James B. McClatchy
Title President
