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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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 2 of 10 Pages
______________________________________________________________________________
<TABLE>
<S> <C>
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
______________________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER 2,043,333
SHARES ________________________________________________________________
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 11,078,865
EACH ________________________________________________________________
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 2,043,333
WITH _______________________________________________________________
10. SHARED DISPOSITIVE POWER 11,078,865
______________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 13,122,198
_______________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
_______________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 68.1%
_______________________________________________________________________________
14. TYPE OF REPORTING PERSON IN
_______________________________________________________________________________
</TABLE>
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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, December 31, 1993 and March 1, 1994
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. 3 dated March 1,
1994.
Item 4. Purpose of the Transaction.
On May 16, 1994, James B. McClatchy sold 50,000 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 575,000 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 Mr. McClatchy
received $21.225 per share (excluding the $1.15 per share underwriting
discount).
Item 5. Interest in Securities of the Issuer.
At March 17, 1994, there were 5,368,706 shares of Class A Common Stock issued
and outstanding.
(a) Amount beneficially owned: 13,122,198
Percent of Class: 68.1%
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.
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CUSIP No. 579489-10-5 13D Page 4 of 10 Pages
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 Amendment No. 4 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: 2,043,333
(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
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
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CUSIP No. 579489-10-5 13D Page 5 of 10 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:
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.
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CUSIP No. 579489-10-5 13D Page 6 of 10 Pages
o Citizenship of William K. Coblentz: United States.
(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
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CUSIP No. 579489-10-5 13D Page 7 of 10 Pages
mandating activities subject to, federal
or state securities laws or finding any
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 proceed-
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CUSIP No. 579489-10-5 13D Page 9 of 10 Pages
ing (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 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) In the last sixty days, James B. McClatchy had only one
transaction in the Class A Common Stock, which is described in
Item 4 above.
(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 May 16, 1994.
By /s/ James B. McClatchy
James B. McClatchy
