<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
December 31, 1993 and 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 [X].
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 17 Pages
_____________________________________________________________
1. NAME OF REPORTING PERSON
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
_____________________________________________________________
<TABLE>
<S> <C>
NUMBER OF 7. SOLE VOTING POWER 500,000
SHARES
--------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH
--------------------------------------------
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 500,000
WITH
-------------------------------------------
10. SHARED DISPOSITIVE POWER 0
- -------------------------------------------------------------
</TABLE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 500,000
_____________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
_____________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 9.4%
_____________________________________________________________
14. TYPE OF REPORTING PERSON CO
_____________________________________________________________
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CUSIP No. 579489-10-5 13D Page 3 of 17 Pages
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, par value $.01 per share
(the "Class A Common Stock"), of McClatchy Newspapers, Inc., a Delaware
corporation. The principal executive offices of McClatchy Newspapers, Inc. are
located at 2100 Q Street, Sacramento, California 95816.
Item 2. Identity and Background.
This statement is filed on behalf of The Central Valley Foundation, a
California nonprofit public benefit corporation (the "Foundation"), whose
principal business and principal office are located at 235 Montgomery Street,
Suite 1120, San Francisco, CA 94104. The specific and primary purpose of the
Foundation is to engage in charitable and educational activities within the
meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended,
or the corresponding provisions of any future United States internal revenue
law, to support, benefit, and carry out the purposes of that class of
organizations described in Internal Revenue Code Sections 501(c)(3) and either
509(a)(1) or 509(a)(2) whose charitable activities are to (1) defend free
speech within the meaning of the First Amendment and without geographical
limit, or (2) provide educational assistance to children resident in the
Central Valley region of California with particular emphasis on those from
bilingual backgrounds, or (3) promote human and civil rights secured by law,
primarily in the Central Valley and elsewhere as determined by its Board of
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CUSIP No. 579489-10-5 13D Page 4 of 17 Pages
Directors. During the last five years, the Foundation has not been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to 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.
The following information applies to the executive officers and directors of
the Foundation:
(1) o Name: JAMES B. McCLATCHY
o Foundation office: President and Director
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:
Publisher, McClatchy Newspapers, Inc., a Delaware
corporation, with a principal business address of 2100 Q
Street, Sacramento, CA
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CUSIP No. 579489-10-5 13D Page 5 of 17 Pages
95816, the primary business of which is newspaper
publishing.
o James B. McClatchy during the last five years has not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
o James B. 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 or state securities laws or finding
any violation with respect to such laws.
o Citizenship of James B. McClatchy: United States.
(2) o Name: SUSAN McCLATCHY
o Foundation office: Treasurer and Director
o Residence or business address:
1885 Mountain View Drive
Tiburon, CA 94920
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CUSIP No. 579489-10-5 13D Page 6 of 17 Pages
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:
None.
o Susan McClatchy during the last five years has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
o Susan 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 or state securities laws or finding
any violation with respect to such laws.
o Citizenship of Susan McClatchy: United States.
(3) o Name: WILLIAM K. COBLENTZ
o Foundation office: Secretary and Director
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CUSIP No. 579489-10-5 13D Page 7 of 17 Pages
o Residence or business address:
222 Kearny Street, 7th Floor
San Francisco, CA 94108
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:
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
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CUSIP No. 579489-10-5 13D Page 8 of 17 Pages
laws or finding any violation with respect to such laws.
o Citizenship of William K. Coblentz: United States.
(4) o Name: ANNETTE LEIFER
o Foundation office: Director
o Residence or business address:
Fresno Regional Foundation
1999 Tuolumne Street, Suite 600
Fresno, CA 93721
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:
Executive Director, Fresno Regional Foundation, with a
principal business address of 1999 Tuolumne Street, Suite
600, Fresno CA, 93721, the primary business of which is
philanthropy.
o Annette Leifer during the last five years has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
o Annette Leifer 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 Annette Leifer: United States.
(5) o Name: DONALD R. FRANSON, JR.
o Foundation office: Director
o Residence or business address:
Jory, Peterson & Sagaser
555 West Shaw, Suite C-1
P.O. Box 5394
Fresno, CA 93755
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:
Donald R. Franson, Jr. is an attorney at law in the law
firm of Jory, Peterson & Sagaser, with offices located at
555 West Shaw, Suite C-1, P.O. Box 5394, Fresno, CA
93755.
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CUSIP No. 579489-10-5 13D Page 9 of 17 Pages
o Donald R. Franson, Jr. during the last five years has not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
o Donald R. Franson, Jr. 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 Donald R. Franson, Jr.: United States.
(6) o Name: A. ALAN POST
o Foundation office: Director
o Residence or business address:
1900 Rockwood Drive
Sacramento, CA 95864
o Present principal occupation or employment and the name,
principal business and address of any corporation or other
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CUSIP No. 579489-10-5 13D Page 10 of 17 Pages
organization in which such employment is conducted:
A. Alan Post is retired.
o A. Alan Post during the last five years has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
o A. Alan Post 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 A. Alan Post: United States.
(7) o Name: MERRILY F. WONG
o Foundation office: Director
o Residence or business address:
Vortran Medical Technologies
3941 J Street, Suite 354
Sacramento, CA 95819
o Present principal occupation or employment and the name,
principal business and
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CUSIP No. 579489-10-5 13D Page 11 of 17 Pages
address of any corporation or other organization in
which such employment is conducted: Merrily F. Wong
is Director of Communications for Vortran Medical
Technologies, a research, development and
manufacturing company of aerosol delivery systems
for medical uses. Vortran Medical Technologies is
located at 3941 J Street, Suite 354, Sacramento, CA 95819.
o Merrily F. Wong during the last five years has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
o Merrily F. Wong 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.
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CUSIP No. 579489-10-5 13D Page 12 of 17 Pages
o Citizenship of Merrily F. Wong: United States.
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 December 31, 1993, the Foundation received 300,000 shares of Class A
Common Stock as a gift from Mr. James B. McClatchy. On February 18, 1994, the
Foundation received an additional 200,000 shares of Class A Common Stock as a
gift from Mr. James B. McClatchy. Depending on market conditions and the needs
of the Foundation, the Foundation may continue to hold the shares for
investment purposes, or it may from time to time sell all or any part of the
shares in privately negotiated transactions, open market sales or in a managed
distribution and reinvest or dispose of the proceeds in furtherance of the
charitable purposes of the Foundation. In addition, from time to time, the
Foundation may acquire additional shares of Class A Common Stock by gift or
open market purchases, and hold or dispose of such shares in the same manner
and for the same purposes as the shares previously acquired.
Other than as set forth above, the Foundation has no plans or proposals which
relate to or would result in the
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CUSIP No. 579489-10-5 13D Page 13 of 17 Pages
acquisition by any person of additional securities of the issuer, or the
disposition of securities of the issuer, or any other of the matters enumerated
in Item 4 of Schedule 13D.
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: 500,000
Percent of Class: 9.4%
(b) The number of shares as to which the Foundation has:
(i) Sole power to vote or direct the vote: 500,000
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 500,000
(iv) Shared power to dispose or direct the disposition of: 0
(c) None.
(d) None.
(e) Not applicable.
The following information as required by Item 5 applies to the Foundation's
executive officers and directors:
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CUSIP No. 579489-10-5 13D Page 14 of 17 Pages
o James B. McClatchy
(a) Amount beneficially owned: 13,172,198
Percent of Class: 72%
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.
(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
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CUSIP No. 579489-10-5 13D Page 15 of 17 Pages
(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 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.
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CUSIP No. 579489-10-5 13D Page 16 of 17 Pages
(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 any shares of Class A Common
Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Foundation, its directors and its executive officers are not parties to
any contracts, arrangements, understandings or relationships with respect to
any securities of McClatchy Newspapers, Inc., including but not limited to the
transfer or voting of any of the securities of McClatchy Newspapers, Inc.,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
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CUSIP No. 579489-10-5 13D Page 17 of 17 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 23, 1994.
By /s/ James B. McClatchy
Title President
