<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
February 18, 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 2 of 10 Pages
_____________________________________________________________
1. NAME OF REPORTING PERSON James B. McClatchy
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
United States
_____________________________________________________________
<TABLE>
<S> <C> <C>
NUMBER OF 7. SOLE VOTING POWER 2,093,333
SHARES
BENEFICIALLY
-----------------------------------------------
OWNED BY 8. SHARED VOTING POWER 11,078,865
EACH
----------------------------------------------
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 2,093,333
WITH
-----------------------------------------------
10. SHARED DISPOSITIVE POWER 11,078,865
</TABLE>
_____________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 13,172,198
_____________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
_____________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 72%
_____________________________________________________________
14. TYPE OF REPORTING PERSON IN
_____________________________________________________________
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CUSIP No. 579489-10-5 13D Page 3 of 10 Pages
James B. McClatchy hereby amends his statement on Schedule 13D filed with the
Securities and Exchange Commission on February 1, 1990 (the "Initial
Statement") and amended on May 22, 1992 and December 31, 1993 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 James B. McClatchy's Amendment No. 2 dated December 31, 1993.
Item 3. Source and Amount of Funds or Other Consideration.
Because the shares to which this Statement relates were not acquired by
purchase, Item 3 is not applicable. See Items 4 and 5(a) below.
Item 4. Purpose of the Transaction.
On February 18, 1994, James B. McClatchy gifted 200,000 shares of Class A
Common Stock to a charitable organization.
Item 5. Interest in Securities of the Issuer.
At December 31, 1993, there were 5,100,430 shares of Class A Common Stock
issued and outstanding.
(a) Amount beneficially owned: 13,172,198
Percent of Class: 72%
11,078,865 of the shares which are the subject of this Schedule 13D 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,
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CUSIP No. 579489-10-5 13D Page 4 of 10 Pages
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 Amendment No. 1 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.
(b) The number of shares as to which James B. McClatchy has:
(i) Sole power to vote or direct the vote: 2,093,333
(ii) Shared power to vote or direct the vote: 11,078,865
(iii) Sole power to dispose or direct the disposition of: 2,093,333
(iv) Shared power to dispose or direct the disposition of: 11,078,865
The following information applies to those persons with whom the power to
vote or to direct the vote or to dispose or direct the disposition is shared:
(1) o Name: WILLIAM K. COBLENTZ
o Residence or business address:
222 Kearny Street, 7th Floor
San Francisco, CA 94108
o Present principal occupation or
employment and the name, principal
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CUSIP No. 579489-10-5 13D Page 5 of 10 Pages
business and address of any corporation or other
organization in which such employment is conducted:
William K. Coblentz is an attorney at law and senior
partner in the law firm (professional corporation)
of Coblentz, Cahen, McCabe & Breyer, with offices
located at 222 Kearny Street, San Francisco, CA 94108.
o William K. Coblentz during the last five years has not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
o William K. Coblentz during the last five years has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting
in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
o Citizenship of William K. Coblentz: United States.
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CUSIP No. 579489-10-5 13D Page 6 of 10 Pages
(2) o Name: WILLIAM ELLERY McCLATCHY
o Residence or business address:
c/o McClatchy Newspapers, Inc.
2100 Q Street
P. 0. Box 15779
Sacramento, CA 95852
o Present principal occupation or employment and the name,
principal business and address of any corporation or
other organization in which such employment is conducted:
Self-employed as a design architect with business address
of 246 Sea Spray, Palm Beach, FL 33480.
o William Ellery McClatchy during the last five years has
not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
o William Ellery McClatchy during the last five years has
not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting
in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal
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CUSIP No. 579489-10-5 13D Page 7 of 10 Pages
or state securities laws or finding any violation
with respect to such laws.
o Citizenship of William Ellery McClatchy: United States.
(3) o Name: WILLIAM M. ROTH
o Residence or business address:
57 Post Street, Suite 812
San Francisco, CA 94104-5027
o Present principal occupation or employment and the name,
principal business and address of any corporation or
other organization in which such employment is conducted:
Retired.
o William M. Roth during the last five years has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
o William M. Roth during the last five years has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting
in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities
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CUSIP No. 579489-10-5 13D Page 8 of 10 Pages
laws or finding any violation with respect to such laws.
o Citizenship of William M. Roth: United States.
(4) o Name: ERWIN POTTS
o Residence or business address:
McClatchy Newspapers, Inc.
2100 Q Street
P. 0. Box 15779
Sacramento, CA 95852
o Present principal occupation or employment and the name,
principal business and address of any corporation or
other organization in which such employment is conducted:
President and Chief Executive Officer, McClatchy
Newspapers, Inc., a Delaware corporation, with principal
offices at 2100 Q Street, Sacramento, CA 95816, the
primary business of which is newspaper publishing.
o Erwin Potts during the last five years has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
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CUSIP No. 579489-10-5 13D Page 9 of 10 Pages
o Erwin Potts during the last five years has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting
in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
o Citizenship of Erwin Potts: United States.
(c) None.
(d) Only those persons identified in Item 5(b) above.
(e) Not applicable.
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CUSIP No. 579489-10-5 13D Page 10 of 10 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 February 28, 1994.
By /s/ JAMES B. MCCLATCHY
James B. McClatchy
