<PAGE> 1
3057
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
McCLATCHY NEWSPAPERS, INC.
- --------------------------------------------------------------------------------
(Name of issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of class of securities)
579489-10-5
- --------------------------------------------------------------------------------
(CUSIP number)
Ms. Kathleen G. McGuiness, Vice President and General Counsel
The Times Mirror Company, Times Mirror Square, Los Angeles, CA 90053
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
December 1, 1995
- --------------------------------------------------------------------------------
(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 the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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.
(Continued on following pages)
(Page 1 of 6 Pages)
- ----------------
(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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 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).
(Bulletin No. 150, 4-09-93)
<PAGE> 2
3058 Schedule 13D
- -------------------------------------------------------------------------------
CUSIP No. 579489-10-5 13D Page 2 of 6 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE TIMES MIRROR COMPANY
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A -- DISPOSITION OF SHARES
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER NONE
NUMBER OF
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER NONE
PERSON WITH
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER NONE
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Bulletin No. 150, 4-09-93)
<PAGE> 3
Page 3 of 6
AMENDMENT TO SCHEDULE 13D
Times Mirror hereby amends and restates the information on its paper formatted
Schedule 13D filed with the Securities and Exchange Commission on July 7,
1989 (the "Statement") and hereinafter restated in its entirety in accordance
with Rule 13d-2(c).
Item 1. Security and Issuer
This Statement relates to the shares of Class A Common Stock,
$.01 par value (the "Shares"), of McClatchy Newspapers, Inc., a Delaware
corporation ("McClatchy Newspapers"). The principal executive offices of
McClatchy Newspapers are located at 2100 Q Street, Sacramento, California
95816.
Item 2. Identity and Background
This Statement is being filed by The Times Mirror Company, a
Delaware corporation having its principal business and office address located
at Times Mirror Square, Los Angeles, California 90053 ("Times Mirror"). Times
Mirror is engaged principally in newspaper publishing, professional information
and magazine publishing businesses. Times Mirror publishes the Los Angeles
Times, Newsday, The Sun, The Hartford Courant, The Morning Call, The Advocate,
the Greenwich Times, and several smaller newspapers. Times Mirror also
publishes a variety of books, special interest and trade magazines and other
media through its subsidiaries.
During the last five years, Times Mirror has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and has not been 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.
Item 3. Source and Amount of Funds or Other Consideration
Because the transaction was solely a disposition of Shares to
which this Statement relates, Item 3 is not applicable.
Item 4. Purpose of Transaction
Times Mirror disposed of all of its Shares based upon its
determination that the sale price of such Shares represented their fair value.
Item 5. Interest in Securities of the Issuer
The exact date on which Times Mirror ceased to be the
beneficial owner of more than 5% of the class is unknown; however, according to
the quarterly filings on Form 10-Q of McClatchy Newspapers, Times Mirror ceased
<PAGE> 4
Page 4 of 6
to own more than 5% sometime after May 1, 1994 but before August 8, 1994, and
most likely around May 9, 1994, the date on which McClatchy Newspapers filed
and priced its secondary offering. By December 1, 1995, Times Mirror had sold
all of its Shares of McClatchy Newspapers Shares. The table below sets forth
all sale transactions in Shares effected by Times Mirror within the past 60
days. All such transactions were effected on the New York Stock Exchange by
Goldman Sachs acting on behalf of Times Mirror.
<TABLE>
<CAPTION>
Price per Share (net of fees
Date of Transaction Number of Shares Sold and brokerage commissions)
------------------- --------------------- ----------------------------
<S> <C> <C>
10/12/95 5,000 21.45
10/13/95 10,200 21.11
10/16/95 500 21.11
10/17/95 65,000 20.58
10/19/95 7,900 20.58
10/20/95 17,200 20.52
10/23/95 600 20.52
10/24/95 3,500 20.49
10/25/95 58,800 20.03
10/30/95 1,200 20.03
10/31/95 100 20.03
11/01/95 1,500 20.03
11/02/95 3,100 20.02
11/07/95 800 20.02
11/08/95 10,900 20.02
11/09/95 3,100 20.02
11/13/95 10,600 20.01
11/16/95 21,300 20.08
11/17/95 1,500 20.08
11/20/95 20,000 20.10
11/24/95 1,500 20.11
11/27/95 3,200 20.11
11/28/95 8,400 20.12
11/29/95 15,500 20.13
11/30/95 13,500 20.15
12/01/95 9,000 20.17
</TABLE>
<PAGE> 5
Page 5 of 6
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Times Mirror and any person with
respect to any securities of McClatchy Newspapers, including but not limited to
transfer or voting of any of the securities, 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.
<PAGE> 6
Page 6 of 6
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: December 21, 1995 THE TIMES MIRROR COMPANY
By KATHLEEN G. McGUINNESS
-----------------------------
Kathleen G. McGuinness
Vice President and
General Counsel
<PAGE> 7
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
McCLATCHY NEWSPAPERS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
57948910
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Daniel A. Curry, Vice President and General Counsel,
The Times Mirror Company, Times Mirror Square, Los Angeles, CA 90053
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 27, 1989
- --------------------------------------------------------------------------------
(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 the statement /X/.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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 remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
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).
<PAGE> 8
SCHEDULE 13D
CUSIP No. 57948910 Page 2 of 6 Pages
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE TIMES MIRROR COMPANY
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(E) / /
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 293,900
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 293,900
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,900
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
C
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 9
Page 3 of 6 Pages
Item 1. Security and Issuer
This Statement relates to the shares of Class A Common Stock, $.01 par
value (the "Shares"), of McClatchy Newspapers, Inc., a Delaware corporation
("McClatchy Newspapers"). The principal executive offices of McClatchy
Newspapers are located at 2100 Q Street, Sacramento, California 95816, and the
principal executive officers of McClatchy Newspapers are the following:
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
James B. McClatchy Chairman of the Board
Erwin Potts President and Chief Executive
Officer
Robert D. Byerly Vice President, Operations
James P. Smith Vice President, Finance, and
Treasurer
</TABLE>
Item 2. Identity and Background
This Statement is being filed by The Times Mirror Company, a Delaware
corporation having its principal business and office address located at Times
Mirror Square, Los Angeles, California 90053 ("Times Mirror"). Times Mirror is
engaged principally in newspaper publishing, book, magazine and other
publishing, broadcast television and cable television. Other operations
include management training services and the management of its timberlands.
Times Mirror publishes The Los Angeles Times, Newsday, New York Newsday, The
Hartford Courant, The Morning Call and The Baltimore Sun newspapers and two
community newspapers, The Advocate and The Greenwich Time. Other media
operations include four network-affiliated television stations, cable
television systems serving subscribers in 14 states and publication of several
special interest consumer and other magazines. Times Mirror publishes journals
and books for the legal, medical, engineering, dental and nursing professions,
college business and economics textbooks and art books. Times Mirror also
publishes aeronautical charts and training materials.
During the last five years, Times Mirror has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
has not been 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
<PAGE> 10
Page 4 of 6 Pages
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
Times Mirror purchased its Shares with its working capital and paid an
aggregate of $6,526,794, including brokerage commissions, for such Shares.
Item 4. Purpose of Transaction
Times Mirror purchased its Shares for investment based upon its
determination that the purchase price of such Shares represented their fair
value. Times Mirror currently holds its Shares solely for such purpose and has
no other plans or proposals. Depending upon the future business performance of
McClatchy Newspapers and the future market price of the Shares, Times Mirror
may in the future consider the possibility of disposing of all or a portion of
its current holdings or acquiring additional Shares or other securities of
McClatchy Newspapers.
Item 5. Interest in Securities of the Issuer
Times Mirror beneficially owns an aggregate of 293,900 Shares,
representing 7.0% of the class, and has the sole power to vote or to direct the
vote of, and the sole power to dispose or to direct the disposition of, such
Shares. The table below sets forth all transactions in Shares effected by
Times Mirror within the past 60 days. All such transactions were effected on
the New York Stock Exchange by a broker acting on behalf of Times Mirror,
except the June 27, 1989 purchase of 150,000 Shares, which was effected in a
private sale through a broker acting on the seller's behalf.
<TABLE>
<CAPTION>
Price per Share
Date of Number of (net of brokerage
Transaction Shares Purchased commissions)
- ----------- ---------------- ------------
<S> <C> <C>
May 16, 1989 300 $19.250
May 24, 1989 15,000 23.375
May 25, 1989 3,000 23.000
May 25, 1989 2,000 22.875
May 25, 1989 102,100 22.750
June 27, 1989 150,000 22.000
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Times Mirror and any person with respect to any
securities of McClatchy
<PAGE> 11
Page 5 of 6 Pages
Newspapers, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, put 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
<PAGE> 12
Page 6 Of 6 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: July 6, 1989 THE TIMES MIRROR COMPANY
By Daniel A. Curry
------------------------------
Daniel A. Curry
Vice President
