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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 OMB Number: 3235-0145
SCHEDULE 13D/A Expires: August 31, 1999
Under the Securities Exchange Act of 1934 Estimated average burden
(Amendment No. 8)* hours per form 14.90
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The McClatchy Company
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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.
Vice President and Corporate Secretary
The McClatchy Company
2100 Q Street, P.O. Box 15779
Sacramento, CA 95952
(916) 321-1828
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(Name, address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 14, 2000
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of (S) 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 (S) 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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SCHEDULE 13D
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CUSIP No. 579489 10 5 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James B. McClatchy
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
2,317,972
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 12,949,527
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,317,972
WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
12,949,527
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,267,499
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12 CHECK BOX IF THE AGGREGATE SHOWN IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.0
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(2 of 7)
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James B. McClatchy hereby amends his statement on Schedule 13D, as
originally filed with the Securities and Exchange Commission (the "Commission")
on February 1, 1990 and as amended, relating to his beneficial ownership of the
Class A Common Stock, $0.01 par value per share (the "Class A Common Stock"), of
The McClatchy Company:
Item 1. Security and Issuer
No amendment.
Item 2. Identity and Background
No amendment.
Item 3. Source and Amount of Funds or Other Consideration
No amendment.
Item 4. Purpose of Transaction
No amendment.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of shares of Class A Common Stock of The
McClatchy Company beneficially owned by James B. McClatchy is
15,267,999 and the percentage of the Class A Common Stock
beneficially owned is approximately 48.0, based on the most recently
available filing with the Securities and Exchange Commission by The
McClatchy Company.
(b) The number of shares of Class A Common Stock as to which James B.
McClatchy has:
(i) Sole power to vote or direct the vote: 2,317,972;
(ii) Shared power to vote or direct the vote: 12,949,527;
(iii) Sole power to dispose or direct the disposition of: 2,317,972;
(iv) Shared power to dispose or direct the disposition of:
12,949,527.
Of the 15,267,999 shares noted above: (1) 12,500,000 shares of Class
B Common Stock are held under five separate trusts each with
2,500,000 shares and different income beneficiaries. James B.
McClatchy, William Ellery McClatchy, William K. Coblentz, William M.
Roth and Erwin Potts share joint voting and investment control with
respect to these trusts. The filing of this Schedule 13D/A shall not
be construed as an admission that James B. McClatchy is, for the
purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, the beneficial owner of 10,000,000 of these shares; and (2)
449,527 shares of Class B Common Stock are held in a trust over
which James B. McClatchy, William Ellery McClatchy and William K.
Coblentz share joint voting and investment control as co-trustees of
a trust established under the will of Charles K. McClatchy. The
filing of this Schedule 13D/A shall not be construed as an admission
that James B. McClatchy is, for the purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, the beneficial owner
of any of these shares.
(3 of 7)
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The following information applies to those persons with whom the power
to vote, direct the vote, dispose of or direct the disposition of is
shared:
(A) Name: William K. Coblentz
(B) Residence or business address: 222 Kearny Street, 7/th/
Floor, San Francisco, California 94108.
(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: William
K. Coblentz is an attorney at law and senior partner in the
law firm (professional corporation) of Coblentz, Patch,
Duffy & Bass, with offices located at 222 Kearny Street,
San Francisco, California 94108.
(D) During the last five years, William K. Coblentz has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(E) During the last five years, William K. Coblentz 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.
(F) Citizenship: United States.
____________________
(A) Name: William Ellery McClatchy
(B) Residence or business address: The McClatchy Company, 2100
"Q" Street, P.O. Box 15779, Sacramento, California 95852.
(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:
Retired.
(D) During the last five years, William Ellery McClatchy has
not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(E) During the last five years, William Ellery McClatchy 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.
(F) Citizenship: United States.
____________________
(A) Name: William M. Roth.
(4 of 7)
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(B) Residence or business address: 57 Post Street, Suite 812,
San Francisco, California 94104-5027.
(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:
Retired.
(D) During the last five years, William M. Roth has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(E) During the last five years, William M. Roth 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.
(F) Citizenship: United States.
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(A) Name: Erwin Potts.
(B) Residence or business address: The McClatchy Company, 2100
"Q" Street, P.O. Box 15779, Sacramento, California 95852.
(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:
Chairman of the Board of Directors of The McClatchy
Company, with principal executive offices at 2100 "Q"
Street, P.O. Box 15779, Sacramento, California 95852.
(D) During the last five years, Erwin Potts has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(E) During the last five years, Erwin Potts 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.
(F) Citizenship: 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
None.
(5 of 7)
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Item 7. Material to be Filed as Exhibits
None.
(6 of 7)
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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: April 19, 2000 /s/ James B. McClatchy
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Signature
James B. McClatchy
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Name/Title
(7 of 7)
