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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
McCLATCHY NEWSPAPERS, INC.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
579489-10-5
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(CUSIP Number)
Karole Morgan-Prager, Esq.
General Counsel and Corporate Secretary
McClatchy Newspapers, Inc.
2100 Q Street
P.O. Box 15779
Sacramento, CA 95852
Telephone: (916) 321-1828
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 30, 1996
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(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 11 Pages
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1. NAME OF REPORTING PERSON James B. McClatchy
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS Not Applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
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NUMBER OF 7. SOLE VOTING POWER 2,043,333
SHARES
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BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 10,878,865
EACH
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REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 2,043,333
WITH
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10. SHARED DISPOSITIVE POWER 10,878,865
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 12,922,198
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 65.5%
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14. TYPE OF REPORTING PERSON IN
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CUSIP No. 579489-10-5 13D Page 3 of 11 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 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 4. Purpose of the Transaction.
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James B. McClatchy is one of five co-trustees of five separate trusts
established for the benefit of McClatchy family members. Sole voting and
dispositive power of the five trusts, each containing 2,000,000 shares of Class
B Common Stock of McClatchy Newspapers, Inc., was held by Charles K. McClatchy
until his death on April 16, 1989. By written appointment of successor trustees
dated July 19, 1982, Charles K. McClatchy appointed William K. Coblentz, James
B. McClatchy, William Ellery McClatchy, William M. Roth and Erwin Potts to
succeed him as co-trustees. Said persons became co-trustees of each of said
trusts by reason of the death of Charles K. McClatchy on April 16, 1989, and as
a result share voting and dispositive power over the shares in said trusts.
Mr. McClatchy is one of two co-executors under the will of Charles K.
McClatchy, deceased. Mr. McClatchy as co-executor has joint voting and
dispositive power over the 1,078,865 shares held by the estate. On January 30,
1996, the estate distributed 600,000 shares of Class B Common Stock, 200,000
each to one of three trusts for the benefit of McClatchy family members.
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CUSIP No. 579489-10-5 13D Page 4 of 11 Pages
Mr. McClatchy and Messrs. William Ellery McClatchy and William K. Coblentz are
trustees of the trusts and share voting and dispositive power over the shares
held by the trusts. One of the three trusts simultaneously distributed 200,000
shares to the beneficiary of the trust.
Item 5. Interest in Securities of the Issuer.
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According to the most recently available quarterly report on Form 10-Q of
McClatchy Newspapers, Inc., there are 6,829,765 shares of Class A Common Stock
issued and outstanding.
(a) Amount beneficially owned: 12,922,198
Percent of Class: 65.5%
10,878,865 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; (ii) the Will of
Charles K. McClatchy, deceased, and Letters Testamentary issued pursuant
thereto, by which James B. McClatchy and William K. Coblentz share joint voting
and dispositive power; and (iii) three trusts over which James B. McClatchy,
William K. Coblentz and William Ellery McClatchy share joint voting and
dispositive power.
The filing of this Amendment No. 5 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 10,878,865 shares.
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CUSIP No. 579489-10-5 13D Page 5 of 11 Pages
(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: 10,878,865
(iii) Sole power to dispose or direct the disposition of:
2,043,333
(iv) Shared power to dispose or direct the disposition of:
10,878,865
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) - Name: WILLIAM K. COBLENTZ
- Residence or business address:
222 Kearny Street, 7th Floor
San Francisco, CA 94108
- 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.
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CUSIP No. 579489-10-5 13D Page 6 of 11 Pages
- William K. Coblentz during the last five years has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
- 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.
- Citizenship of William K. Coblentz: United States.
(2) - Name: WILLIAM ELLERY McCLATCHY
- Residence or business address:
c/o McClatchy Newspapers, Inc.
2100 Q Street
P. 0. Box 15779
Sacramento, CA 95852
- 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.
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CUSIP No. 579489-10-5 13D Page 7 of 11 Pages
- William Ellery McClatchy during the last five years has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
- 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.
- Citizenship of William Ellery McClatchy: United States.
(3) - Name: WILLIAM M. ROTH
- Residence or business address:
57 Post Street, Suite 812
San Francisco, CA 94104-5027
- 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.
- William M. Roth 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 8 of 11 Pages
- 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.
- Citizenship of William M. Roth: United States.
(4) - Name: ERWIN POTTS
- Residence or business address:
McClatchy Newspapers, Inc.
2100 Q Street
P. 0. Box 15779
Sacramento, CA 95852
- Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted: Chairman of
the Board, McClatchy Newspapers, Inc., a Delaware corporation,
with principal offices at 2100 Q Street, Sacramento, CA 95816,
the primary business of which is newspaper publishing.
- 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 11 Pages
- 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.
- 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
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to Securities of the Issuer.
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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, 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
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CUSIP No. 579489-10-5 13D Page 10 of 11 Pages
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.
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None.
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CUSIP No. 579489-10-5 13D Page 11 of 11 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 31, 1996.
By /s/ James B. McClatchy
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James B. McClatchy
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