<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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
(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
Page 2 of 12 Pages 13D
_____________________________________________________________
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 2,293,333
SHARES
BENEFICIALLY --------------------------------------------
OWNED BY 8. SHARED VOTING POWER 11,078,865
EACH --------------------------------------------
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 2,293,333
WITH
--------------------------------------------
10. SHARED DISPOSITIVE POWER 11,078,865
</TABLE>
_____________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 13,372,198
_____________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
_____________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 74%
_____________________________________________________________
14. TYPE OF REPORTING PERSON IN
_____________________________________________________________
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CUSIP No. 579489-10-5 13D
Page 3 of 12 Pages
James B. McClatchy hereby amends and restates his statement on Schedule 13D
filed with the Securities and Exchange Commission on February 1, 1990 (the
"Initial Statement") and first amended on May 22, 1992 with respect to the
Class A common stock, par value $.01 per share (the "Class A Common Stock"), of
McClatchy Newspapers, Inc.
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 James B. McClatchy, a United States
citizen whose business address is McClatchy Newspapers, Inc., 2100 Q Street,
P.O. Box 15779, Sacramento, California 95852. James B. McClatchy is Publisher
of McClatchy Newspapers, Inc., a Delaware corporation, with principal offices
at 2100 Q Street, Sacramento, California 95816, the primary business of which
is newspaper publishing. During the last five years, James B. McClatchy 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
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CUSIP No. 579489-10-5 13D
Page 4 of 12 Pages
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
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, James B. McClatchy gifted 300,000 shares of Class A
Common Stock to a charitable organization.
Item 5. Interest in Securities of the Issuer.
According to the most recently available quarterly report on Form 10-Q of
McClatchy Newspapers, Inc., there are 4,755,075 shares of Class A Common Stock
issued and outstanding.
<TABLE>
<S> <C> <C>
(a) Amount beneficially owned: 13,372,198
Percent of Class: 74%
</TABLE>
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, and Letters Testamentary issued
pursuant thereto, by which James B. McClatchy, William K. Coblentz and William
Ellery McClatchy share joint voting and dispositive power.
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CUSIP No. 579489-10-5 13D
Page 5 of 12 Pages
The filing of this Amendment No. 2 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.
<TABLE>
<S> <C>
(b) The number of shares as to which James B. McClatchy has:
(i) Sole power to vote or direct the vote: 2,293,333
(ii) Shared power to vote or direct the vote: 11,078,865
(iii) Sole power to dispose or direct the disposition of: 2,293,333
(iv) Shared power to dispose or direct the disposition of: 11,078,865
</TABLE>
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 business and address of any corporation or
other organization in which such employment is conducted:
William K.
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CUSIP No. 579489-10-5 13D
Page 6 of 12 Pages
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.
(2) o Name: WILLIAM ELLERY McCLATCHY
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CUSIP No. 579489-10-5 13D
Page 7 of 12 Pages
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 or state securities laws or finding
any violation with respect to such laws.
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CUSIP No. 579489-10-5 13D
Page 8 of 12 Pages
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 laws or finding
any violation with respect to such laws.
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CUSIP No. 579489-10-5 13D
Page 9 of 12 Pages
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).
o Erwin Potts during the last five years has not been a
party to a civil proceeding of a judicial or
administrative body
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CUSIP No. 579489-10-5 13D
Page 10 of 12 Pages
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.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as may be contemplated by that certain Stockholders' Agreement
dated as of September 17, 1987, which was described in the 1992 proxy statement
of McClatchy Newspapers, Inc. and a copy of which has been made publicly
available as Exhibit 10.12 to Amendment No. 1 to the Registration Statement on
Form S-1 filed by McClatchy Newspapers, Inc. on January 26, 1988 (Registration
No. 33-17270), and except for the contracts, arrangements, understandings and
relationships described elsewhere in this Statement, as amended, James B.
McClatchy is not a party to any contracts,
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CUSIP No. 579489-10-5 13D
Page 11 of 12 Pages
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 12 of 12 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 January 3, 1994.
By JAMES B. McCLATCHY
James B. McClatchy
