mnischd-lbarnes.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
|
|
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
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(Name
of Issuer)
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Class
A Common Stock
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(Title
of Class of Securities)
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579489-10-5
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(CUSIP
Number)
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Karole
Morgan-Prager, Esq.
Vice
President and Corporate Secretary
The
McClatchy Company
2100
Q Street
Sacramento,
CA 95816
(916)
321-1000
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(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
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September
3, 2008
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(Date
of Event which Requires Filing of this
Statement)
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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 §§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 §240.13d-7 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).
SCHEDULE
13D
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1. Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
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2.Check
the Appropriate Box if a Member of a Group*
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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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Number
of Shares Beneficially Owned by Each Reporting Person
With
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7.Sole
Voting Power 15,950
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8.Shared
Voting Power 12,500,000
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9.Sole Dispositive
Power 15,950
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10.Shared
Dispositive Power 12,500,000
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11.Aggregate
Amount Beneficially Owned by Each Reporting
Person 12,515,950
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12.Check Box if the
Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.Percent of Class
Represented by Amount in Row (11) 17.9%
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14.Type
of Reporting Person (See Instructions)
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IN
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CUSIP
No.
579489-10-5 Schedule
13D Page 3 of
7
Item
1. Security and Issuer
This
statement relates to the Class A Common Stock, par value $0.01 per share (the
"Class A Common Stock"), of The McClatchy Company, a Delaware corporation. The
principal executive offices of The McClatchy Company are located at 2100 Q
Street, Sacramento, California 95816.
Item
2. Identity and Background
This
statement is filed on behalf of Leroy Barnes, Jr., a United States citizen,
whose business address is 2100 Q Street, Sacramento, California 95816.
Mr. Barnes is the retired vice president and treasurer of PG&E
Corporation. He currently serves as a director of The McClatchy
Company, Longs Drugs Stores Corporation, Herbalife, Ltd. and Frontier
Communications, Inc. (fka Citizen Communications, Inc.). During the
last five years, Leroy Barnes, Jr. has not been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) 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 shares to which this Statement relates were not acquired by purchase, Item 3
is not applicable. See Items 4 and 5(a) below.
Item
4. Purpose of Transaction
On
September 3, 2008, Leroy Barnes, Jr. was named one of four co-trustees of four
separate trusts established for the benefit of McClatchy family members. Each of
the four trusts holds 3,125,000 shares of Class B Common Stock. Subject to the
terms of the Stockholders' Agreement dated as of September 17, 1987, described
in Item 6 below, each holder of Class B Common Stock has the right to convert
Class B Common Stock into Class A Common Stock on a one-for-one
basis.
By
written appointment of successor trustees dated July 19, 1982, Charles K.
McClatchy appointed William Ellery McClatchy, James B. McClatchy, William K.
Coblentz, 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. Effective May 17, 2000, William M. Roth
resigned as a co-trustee and did not name a successor, which resulted in a
decrease in the number of co-trustees from five to four. Effective as of May 14,
2003, by written appointment of successor trustees, Erwin Potts appointed Gary
Pruitt to succeed him as a co-trustee. Effective as of September 3, 2008, Gary
Pruitt resigned as a co-trustee and named Leroy Barnes, Jr. as his
successor. As a result William Ellery McClatchy, William B.
McClatchy, William K. Coblentz and Leroy Barnes, Jr. currently share voting and
dispositive power over the shares in said trusts.
Leroy
Barnes, Jr. and the trusts or any of them may, from time to time, increase,
reduce or dispose of their respective investments in The McClatchy Company,
depending on general economic conditions, economic conditions in the markets in
which The McClatchy Company operates, the market price of the Class A Common
Stock, the availability of funds, borrowing costs, other opportunities available
to Leroy Barnes, Jr. (and/or the trusts), and other considerations.
Except as
set forth in this Schedule 13D, Leroy Barnes, Jr. did not become co-trustee of
the trusts, and does not currently intend to exercise his duties as co-trustee
for, the purpose of implementing any plans or proposals which relate to, or
would result in, any of the actions specified in clauses (b) through (j) of Item
4 of Schedule 13D.
CUSIP
No.
579489-10-5 Schedule
13D Page 4
of 7
Leroy
Barnes, Jr. is currently a director of The McClatchy Company, having served in
this capacity since 2000. In this role, Mr. Barnes is actively
involved in managing the business and affairs of The McClatchy Company and may
suggest or, from time to time, approve or authorize, plans or proposals which
relate to, or would result in, one or more of the actions specified in clauses
(a) through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer
(a) The
aggregate number of shares of Common Stock of The McClatchy Company beneficially
owned by Leroy Barnes, Jr. is 12,515,950 which include 18,200 shares of Class A
Common Stock (including stock options) and 12,500,000 shares of Class B Common
Stock. The percentage of Common Stock beneficially owned by Mr.
Barnes is approximately 17.9%, based on a total of 57,384,516 shares
of Class A Common Stock issued and outstanding as of August 5, 2008, as
contained in the most recently available filing with the Securities and Exchange
Commission by The McClatchy Company.
(b) The
number of shares of Common Stock as to which Leroy Barnes, Jr.
has:
(i)
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Sole
power to vote or direct the vote: 15,950 shares of Class A Common
Stock;
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(ii)
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Shared
power to vote or direct the vote: 12,500,000 shares of Class B Common
Stock;
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(iii)
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Sole
power to dispose or direct the disposition of: 15,950 shares of Class A
Common Stock;
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(iv)
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Shared power to
dispose or direct the disposition of: 12,500,000 shares of Class B
Common Stock.
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Of the
12,515,950 shares noted above: (1) 14,750 are subject to stock options which are
currently exercisable or exercisable within 60 days and (2) 12,500,000 shares of
Class B Common Stock are held under four separate trusts, each with 3,125,000
shares and different income beneficiaries. Leroy Barnes, Jr., William
B. McClatchy, William Ellery McClatchy and William K. Coblentz share joint
voting and investment control with respect to these trusts. The
filing of this Schedule 13D shall not be construed as an admission that Leroy
Barnes, Jr. 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.
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.
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Name:
William K. Coblentz
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B. Residence
or business address: One Ferry Building, Suite 200, San Francisco, California
94111.
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 One Ferry Building, Suite 200, San Francisco,
California 94111.
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.
CUSIP
No.
579489-10-5 Schedule
13D Page 5
of 7
F. Citizenship:
United States.
A. Name:
William Ellery McClatchy
B. Residence
or business address: The McClatchy Company, 2100 Q Street, Sacramento,
California 95816.
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 B. McClatchy
B. Residence
or business address: The McClatchy Company, 2100 Q Street, Sacramento,
California 95816.
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:
Editor of Index Investing’s ETFzone.com, principal business address at 2090
Centro East, Tiburon, California 94920.
D. During
the last five years, William B. McClatchy has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
E. During
the last five years, William B. 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.
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Citizenship:
United States.
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(d)
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Only
those persons identified in Item 5(b)
above.
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Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The
holders of shares of Class B Common Stock are parties to an agreement, the
intent of which is to preserve control of the company by the McClatchy family.
Under the terms of the agreement, the Class B shareholders have agreed to
restrict the transfer of any shares of Class B Common Stock to one or more
"Permitted Transferees," subject to certain exceptions. A "Permitted Transferee"
is any current holder of shares of Class B Common Stock of McClatchy; any lineal
descendant of Charles K. McClatchy; or a trust for the exclusive benefit of, or
in which all of the remainder beneficial interests are owned by, one or more of
lineal descendants of Charles K. McClatchy. Subject to the terms of the
agreement, each holder of shares of Class B Common Stock has the right to
convert Class B Common Stock into Class A Common Stock on a one-for-one
basis.
CUSIP
No.
579489-10-5 Schedule
13D Page 6
of 7
In the
event that a Class B shareholder attempts to transfer any shares of Class B
Common Stock in violation of the agreement, or upon the happening of certain
other events enumerated in the agreement as "Option Events," each of the
remaining Class B shareholders has an option to purchase a percentage of the
total number of shares of Class B Common Stock proposed to be transferred equal
to such remaining Class B shareholder's ownership percentage of the total number
of outstanding shares of Class B Common Stock. If all the shares proposed to be
transferred are not purchased by the remaining Class B shareholders, McClatchy
has the option of purchasing the remaining shares. In general, any shares not
purchased under this procedure will be converted into shares of Class A Common
Stock and then transferred freely (unless, following conversion, the outstanding
shares of Class B Common Stock would constitute less than 25% of the total
number of all outstanding shares of common stock of McClatchy). The agreement
can be terminated by the vote of the holders of 80% of the outstanding shares of
Class B Common Stock who are subject to the agreement. The agreement will
terminate on September 17, 2047, unless terminated earlier in accordance with
its terms.
In
accordance with The McClatchy Company's Amended and Restated Certificate of
Incorporation, Class A shareholders have the right, voting as a separate class,
to elect that number of directors constituting 25% (or the nearest larger whole
number) of the total number of members of the board of directors and to remove
any director elected by the Class A shareholders. On all matters other than the
election and removal of directors, each share of Class A Common Stock entitles
the holder to one-tenth (1/10) of a vote. Class B shareholders have the right,
voting as a separate class, to elect that number of directors not elected by the
Class A shareholders and to remove any director elected by the Class B
shareholders. On all matters other than the election and removal of directors,
each share of Class B Common Stock entitles the holder to one vote.
Except as
may be contemplated by the Stockholders' Agreement dated as of September 17,
1987, described above, 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. 3-17270),
and except for the contracts, arrangements, understandings and relationships
described elsewhere in this Statement, Leroy Barnes, Jr. 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
The
Stockholders’ Agreement dated as of September 17, 1987, which was filed 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. 3-17270), is
incorporated herein by reference.
CUSIP
No.
579489-10-5 Schedule
13D Page 7
of 7
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.
Date: September
3,
2008 /s/
Leroy Barnes,
Jr.
Leroy
Barnes, Jr.