SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. __)*
THE MCCLATCHY COMPANY
- --------------------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
579489-10-5
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(CUSIP Number)
Karole Morgan-Prager, Esq.
Vice President and Corporate Secretary
The McClatchy Company
2100 Q Street, P.O. Box 15779
Sacramento, CA 95852
(916) 321-1828
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 18, 1998
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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 sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See section 240.13d-7(b) 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).
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CUSIP No. 579489-10-5 13D Page 2 of 8 Pages
1. NAME OF REPORTING PERSON Brown McClatchy Maloney
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 OO
________________________________________________________________________________
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 3,730,748
SHARES ____________________________________________________________
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 1,865,000
EACH ____________________________________________________________
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 3,730,748
WITH ____________________________________________________________
10. SHARED DISPOSITIVE POWER 1,865,000
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 5,595,748
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON IN
________________________________________________________________________________
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CUSIP No. 579489-10-5 13D Page 3 of 8 Pages
ITEM 1. SECURITY AND ISSUER.
(a) Title of class of equity securities: Class A Common Stock, $0.01
par value.
(b) Name of Issuer: The McClatchy Company.
(c) Address of the principal executive office of the issuer:
2100 "Q" Street
Sacramento, California 95816
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: Brown McClatchy Maloney.
(b) Residence or business address:
Olympic View Publishing Co.
P.O. Box 1750
Sequim, WA 98382
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted: Brown McClatchy Maloney is Chairman of the Olympic View
Publishing Co., P.O. Box 1750, Sequim, WA 98382.
(d) Brown McClatchy Maloney, during the last five years, has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Brown McClatchy Maloney, 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
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CUSIP No. 579489-10-5 13D Page 4 of 8 Pages
state securities laws or finding any violation with respect to
such laws.
(f) Citizenship: United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 4.
ITEM 4. PURPOSE OF THE TRANSACTION. On June 18, 1998, Brown McClatchy Maloney
became one of two co-trustees of the Betty Lou Maloney Trust dated September 7,
1993 (the "Trust") established for the benefit of Brown McClatchy Maloney, Molly
Maloney Evangelisti and others. Brown McClatchy Maloney and Molly Maloney
Evangelisti became co-trustees by reason of the death of Betty Lou Maloney on
June 18, 1998.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
According to the most recently available Form 10-Q of The McClatchy
Company, there are 15,949,695 shares of Class A Common Stock issued and
outstanding.
(a) Amount beneficially owned: 5,595,748
Percent of class: 26%
(b) The number of shares as to which Brown McClatchy Maloney has:
(i) Sole power to vote or direct the vote: 3,730,748 shares;
(ii) Shared power to vote or direct the vote: 1,865,000 shares;
(iii) Sole power to dispose or direct the disposition of:
3,730,748 shares;
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CUSIP No. 579489-10-5 13D Page 5 of 8 Pages
(iv) Shared power to dispose or direct the disposition of:
1,865,000 shares.
5,580,748 of the shares which are the subject of this Schedule 13D are
shares of Class B Common Stock of the Issuer, which are convertible on a
one-for-one basis at any time into shares of Class A Common Stock; 15,000 shares
are subject to stock options which are currently exercisable; and 1,865,000
shares are held by the Trust, of which Brown McClatchy Maloney is a co-trustee
and beneficiary. The filing of this Schedule 13D shall not be construed as an
admission that Brown McClatchy Maloney is, for the purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, the beneficial owner of all such
1,865,000 shares held by the Trust and he expressly disclaims ownership except
to the extent of his pecuniary interest in the shares held by the Trust. In
addition, 126,440 of the shares which are the subject of this Schedule 13D are
held in four trusts for the benefit of each of the reporting person's four
children, each containing 31,610 shares. The reporting person has sole voting
and investment control with respect to these trusts and disclaims beneficial
ownership of these shares.
The following information applies to the person with whom the power to
vote or to direct the vote or to dispose or direct the disposition is shared:
o Name: Molly Maloney Evangelisti
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CUSIP No. 579489-10-5 13D Page 6 of 8 Pages
o Residence or business address:
The McClatchy Company
2100 "Q" Street
P.O. 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: Molly Maloney Evangelisti is a Director of The
McClatchy Company, a Delaware corporation, with principal executive offices at
2100 "Q" Street, Sacramento, California 95852, the primary business of which is
newspaper publishing. Ms. Evangelisti worked in various capacities for THE
SACRAMENTO BEE from October 1978 to December 1996.
o Molly Maloney Evangelisti, during the last five years, has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
o Molly Maloney Evangelisti, 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: United States.
(c) None.
(d) Not applicable.
(e) Not applicable.
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CUSIP No. 579489-10-5 13D Page 7 of 8 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as may be contemplated by that certain Stockholders' Agreement
which will terminate September 17, 2047 (unless terminated earlier in accordance
with its terms), which is described in the 1998 proxy statement of The McClatchy
Company 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, Brown McClatchy Maloney is not a party
to any contracts, arrangements, understandings or relationships with respect to
any securities of The McClatchy Company, including but not limited to the
transfer or voting of any of the securities of The McClatchy Company, 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 8 of 8 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 August 19, 1998.
/S/ BROWN MCCLATCHY MALONEY
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Brown McClatchy Maloney
