SECURITIES AND EXCHANGE COMMISSION
|
|
Washington, D.C. 20549
|
|
SCHEDULE 13G*
|
|
Under the Securities Exchange Act of 1934
|
|
(Amendment No. ___)*
|
|
The McClatchy Company
|
|
(Name of Issuer)
|
|
Class A Common Stock, $0.01 par value
|
|
(Title of Class of Securities)
|
|
579489105
|
|
(CUSIP Number)
|
|
November 29, 2011
|
|
(Date of event which requires filing of this statement)
|
|
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
|
|
¨
|
Rule 13d-1(b)
|
x
|
Rule 13d-1(c)
|
¨
|
Rule 13d-1(d)
|
(Page 1 of 11 Pages)
|
CUSIP No. 579489105
|
13G
|
Page 2 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Saba Capital Management, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
||||
6
|
SHARED VOTING POWER
2,482,351
|
|||||
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||||
8
|
SHARED DISPOSITIVE POWER
2,482,351
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,482,351
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1%
|
|||||
12
|
TYPE OF REPORTING PERSON**
PN; IA
|
CUSIP No. 579489105
|
13G
|
Page 3 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Saba Capital Master Fund, Ltd.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
||||
6
|
SHARED VOTING POWER
1,963,540
|
|||||
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||||
8
|
SHARED DISPOSITIVE POWER
1,963,540
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,963,540
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.2%
|
|||||
12
|
TYPE OF REPORTING PERSON**
CO
|
CUSIP No. 579489105
|
13G
|
Page 4 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Saba Capital Leveraged Master Fund, Ltd.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
||||
6
|
SHARED VOTING POWER
118,160
|
|||||
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||||
8
|
SHARED DISPOSITIVE POWER
118,160
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
118,160
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
|||||
12
|
TYPE OF REPORTING PERSON**
CO
|
CUSIP No. 579489105
|
13G
|
Page 5 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Saba Capital Master Fund II, Ltd.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
||||
6
|
SHARED VOTING POWER
351,749
|
|||||
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||||
8
|
SHARED DISPOSITIVE POWER
351,749
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
351,749
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
|
|||||
12
|
TYPE OF REPORTING PERSON**
CO
|
CUSIP No. 579489105
|
13G
|
Page 6 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Boaz Weinstein
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
||||
6
|
SHARED VOTING POWER
2,482,351
|
|||||
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
|||||
8
|
SHARED DISPOSITIVE POWER
2,482,351
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,482,351
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1%
|
|||||
12
|
TYPE OF REPORTING PERSON**
IN
|
CUSIP No.
|
13G
|
Page 7 of 11 Pages
|
Item 1 (a).
|
NAME OF ISSUER.
|
The name of the issuer is The McClatchy Company (the “Company”).
|
Item 1(b).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
|
The Company’s principal executive offices are located at 2100 “Q” Street, Sacramento, CA 95816.
|
Item 2 (a).
|
NAME OF PERSON FILING:
|
This statement is filed by:
|
||
(i)
|
Saba Capital Master Fund, Ltd., a Cayman Islands exempted company (“SCMF”), with respect to the Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”) directly owned by it;
|
|
(ii)
|
Saba Capital Leveraged Master Fund, Ltd., a Cayman Islands exempted company (the “SCLMF”), with respect to the shares of Class A Common Stock directly owned by it;
|
|
(iii)
|
Saba Capital Master Fund II, Ltd., a Cayman Islands exempted company (“SCMFII”), with respect to the shares of Class A Common Stock directly owned by it;
|
|
(iv)
|
Saba Capital Management, L.P., a Delaware limited partnership (“Saba Capital”), which serves as Investment Manager of SCMF, SCLMF, SCMFII and as Investment Adviser to a managed account, with respect to the shares of Class A Common Stock directly owned by SCMF, SCLMF, SCMFII and such managed account; and
|
|
(v)
|
Boaz Weinstein (“Mr. Weinstein”), a limited partner of Saba Capital, with respect to the shares of Class A Common Stock directly owned by SCMF, SCLMF, SCMFII and such managed account.
|
|
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Class A Common Stock reported herein.
|
Item 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
|
The address of the business office of Saba Capital and Mr. Weinstein is 405 Lexington Avenue, 58th Floor, New York, New York 10174.
|
|
The address of the registered office of SCMF, SCLMF, SCMFII is Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9005, Cayman Islands.
|
Item 2(c).
|
CITIZENSHIP:
|
SCMF, SCLMF, and SCMFII are each a Cayman Islands exempted company. Saba Capital is a Delaware limited partnership. Mr. Weinstein is a United States citizen.
|
Item 2(d).
|
TITLE OF CLASS OF SECURITIES:
|
Class A Common Stock
|
CUSIP No.
|
13G
|
Page 8 of 11 Pages
|
Item 2(e).
|
CUSIP NUMBER:
|
579489105
|
Item 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
|
(a)
|
¨
|
Broker or dealer registered under Section 15 of the Act,
|
|
(b)
|
¨
|
Bank as defined in Section 3(a)(6) of the Act,
|
|
(c)
|
¨
|
Insurance Company as defined in Section 3(a)(19) of the Act,
|
|
(d)
|
¨
|
Investment Company registered under Section 8 of the Investment Company Act of 1940,
|
|
(e)
|
¨
|
Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
|
|
(f)
|
¨
|
Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F),
|
|
(g)
|
¨
|
Parent Holding Company or control person in accordance with Rule 13d-1(b)(ii)(G),
|
|
(h)
|
¨
|
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
|
|
(i)
|
¨
|
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
|
|
(j)
|
¨
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
(k)
|
¨
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution: ____________________________
|
CUSIP No.
|
13G
|
Page 9 of 11 Pages
|
Item 4.
|
OWNERSHIP.
|
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
|
||
On the date of the event which requires the filing of this Schedule 13G, each of the Reporting Persons may have been deemed to be the beneficial owner of more than five percent of the shares of Class A Common Stock. | ||
Since December 8, 2011, the Reporting Person disposed of a portion of its shares of Common Stock such that as of the date hereof, the Reporting Person ceased to be the beneficial owner of more than 5% of the shares of Class A Common Stock of the Company.
|
||
The Company's Form 10-Q filed on November 3, 2011, indicates that the total number of outstanding shares of Class A Common Stock as of October 28, 2011 was 60,605,396. The percentages used herein and in the rest of the Schedule 13G are based upon such number of shares of Class A Common Stock outstanding.
|
||
Item 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
|
Item 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
Not applicable.
|
Item 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
|
Not applicable.
|
Item 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
|
Not applicable.
|
Item 9.
|
NOTICE OF DISSOLUTION OF GROUP.
|
Not applicable.
|
Item 10.
|
CERTIFICATION.
|
Each of the Reporting Persons hereby makes the following certification:
|
|
By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
CUSIP No.
|
13G
|
Page 10 of 11 Pages
|
SABA CAPITAL MASTER FUND, LTD.
|
|||
/s/ Kenneth Weiller | |||
Name: Kenneth Weiller | |||
Title: Director | |||
SABA CAPITAL LEVERAGED MASTER FUND, LTD.
|
|||
/s/ Kenneth Weiller | |||
Name: Kenneth Weiller | |||
Title: Director | |||
SABA CAPITAL MASTER FUND II, LTD.
|
|||
/s/ Kenneth Weiller | |||
Name: Kenneth Weiller | |||
Title: Director | |||
SABA CAPITAL MANAGEMENT, L.P.
|
|||
By:
|
Saba Capital Management GP, LLC
|
||
its general partner
|
|||
By:
|
/s/ Boaz Weinstein
|
||
Name: Boaz Weinstein | |||
Title: Managing Member | |||
BOAZ WEINSTEIN, INDIVIDUALLY
|
|||
/s/ Boaz Weinstein
|
|||
CUSIP No.
|
13G
|
Page 11 of 11 Pages
|
SABA CAPITAL MASTER FUND, LTD.
|
|||
/s/ Kenneth Weiller | |||
Name:
|
Kenneth Weiller
|
||
Title:
|
Director
|
||
SABA CAPITAL LEVERAGED MASTER FUND, LTD.
|
|||
/s/ Kenneth Weiller | |||
Name: Kenneth Weiller | |||
Title: Director | |||
SABA CAPITAL MASTER FUND II, LTD.
|
|||
/s/ Kenneth Weiller | |||
Name: Kenneth Weiller | |||
Title: Director | |||
SABA CAPITAL MANAGEMENT, L.P.
|
|||
By:
|
Saba Capital Management GP, LLC
|
||
its general partner
|
|||
By: | /s/ Boaz Weinstein | ||
Name: Boaz Weinstein | |||
Title: Managing Member | |||
BOAZ WEINSTEIN, INDIVIDUALLY
|
|||
/s/ Boaz Weinstein
|
|||