UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13-d2(a)
(Amendment No. 8)*
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THE NEW YORK TIMES COMPANY |
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(Name of Issuer) |
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Class A Common Stock (par value $0.10 per share) |
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(Title of Class of Securities) |
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650111107 |
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(CUSIP Number) |
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Philip Falcone |
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(Name, Address and Telephone Number of Person |
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NOVEMBER 17, 2009 |
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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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. (THE “MASTER FUND”). ALL OTHER ENTITIES AND PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH THE MASTER FUND.
* 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. 650111107 |
Page 2 of 9 |
SCHEDULE 13D/A
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1 |
NAME OF REPORTING PERSONS |
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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 |
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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 |
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7 |
SOLE VOTING POWER
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8 |
SHARED VOTING POWER
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9 |
SOLE DISPOSITIVE POWER
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10 |
SHARED DISPOSITIVE POWER
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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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) |
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14 |
TYPE OF REPORTING PERSON |
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CUSIP No. 650111107 |
Page 3 of 9 |
SCHEDULE 13D/A
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1 |
NAME OF REPORTING PERSONS |
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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 |
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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 |
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7 |
SOLE VOTING POWER
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8 |
SHARED VOTING POWER
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9 |
SOLE DISPOSITIVE POWER
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10 |
SHARED DISPOSITIVE POWER
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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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) |
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14 |
TYPE OF REPORTING PERSON |
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CUSIP No. 650111107 |
Page 4 of 9 |
SCHEDULE 13D/A
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1 |
NAME OF REPORTING PERSONS |
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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 |
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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 |
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7 |
SOLE VOTING POWER
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8 |
SHARED VOTING POWER
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9 |
SOLE DISPOSITIVE POWER
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10 |
SHARED DISPOSITIVE POWER
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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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) |
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14 |
TYPE OF REPORTING PERSON |
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CUSIP No. 650111107 |
Page 5 of 9 |
SCHEDULE 13D/A
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1 |
NAME OF REPORTING PERSONS |
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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 |
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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 |
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7 |
SOLE VOTING POWER
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8 |
SHARED VOTING POWER
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9 |
SOLE DISPOSITIVE POWER
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10 |
SHARED DISPOSITIVE POWER
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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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) |
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14 |
TYPE OF REPORTING PERSON |
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CUSIP No. 650111107 |
Page 6 of 9 |
SCHEDULE 13D/A
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Item 1 |
Security and Issuer |
This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons on February 11, 2008 (the “Schedule 13D”), as amended by Amendment No. 1 filed on February 19, 2008, Amendment No. 2 filed on February 21, 2008, Amendment No. 3 filed on February 25, 2008, Amendment No. 4 filed on March 17, 2008, Amendment No. 5 filed on November 17, 2008, Amendment No. 6 filed on March 6, 2009 and Amendment No. 7 filed on Setpember 21, 2009, with respect to the Class A common stock, $0.01 par value per share (the “Shares”), of The New York Times Company, a New York corporation (the “Issuer”). The address of the Issuer is 620 Eighth Avenue, New York, NY 10018.
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Item 2 |
Identity and Background. |
No material change.
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Item 3. |
Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
“As of the date hereof the Master Fund may be deemed to beneficially own 21,038,434 Shares.
As of the date hereof Harbinger LLC may be deemed to beneficially own 21,038,434 Shares.
As of the date hereof Harbinger Holdings may be deemed to beneficially own 21,038,434 Shares.As of the date hereof Philip Falcone may be deemed to beneficially own 21,038,434 Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.”
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Item 4. |
Purpose of Transaction. |
No material change.
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CUSIP No. 650111107 |
Page 7 of 9 |
SCHEDULE 13D/A
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Item 5. |
Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended by deleting paragraphs (a), (b) and (c) thereof and replacing such items with the following:
“References to percentage ownerships of Shares in this Schedule 13D are based upon the 143,714,518 Shares stated to be outstanding as of October 30, 2009 by the Issuer in the Issuer's Quarterly Report on Form 10-Q for the quarter period ended September 27, 2009.
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 21,038,434 Shares, constituting 14.64% of the Shares outstanding of the Issuer.
The Master Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 21,038,434 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 21,038,434 Shares.
The Master Fund specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, Harbinger LLC may be deemed to be the beneficial owner of 21,038,434 Shares, constituting 14.64% of the Shares outstanding of the Issuer.
Harbinger LLC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 21,038,434 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 21,038,434 Shares.
Harbinger LLC specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the beneficial owner of 21,038,434 Shares, constituting 14.64% of the Shares outstanding of the Issuer.
Harbinger Holdings has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 21,038,434 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 21,038,434 Shares.
Harbinger Holdings specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
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CUSIP No. 650111107 |
Page 8 of 9 |
SCHEDULE 13D/A
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial owner of 21,038,434 Shares, constituting 14.64% of the Shares outstanding of the Issuer.
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 21,038,434 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 21,038,434 Shares.
Mr. Falcone specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(c) On November 17, 2009, the Master Fund sold 2,500,000 Shares at a price of $9.00 per Share.”
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
No material change.
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Item 7. |
Material to be Filed as Exhibits. |
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Exhibit Q: |
Joint Filing Agreement |
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CUSIP No. 650111107 |
Page 9 of 9 |
SCHEDULE 13D/A
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.
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HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. |
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By: |
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Name: Philip Falcone |
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HARBINGER CAPITAL PARTNERS LLC |
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By: |
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Name: Philip Falcone |
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HARBINGER HOLDINGS, LLC |
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By: |
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Name: Philip Falcone |
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Philip Falcone |
November 19, 2009
Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001)
EXHIBIT Q
JOINT FILING AGREEMENT
The undersigned agree that this Amendment No. 8 relating to the Class A Common Stock ($0.10 par value per share) of The New York Times Company shall be filed on the date hereof on behalf of the undersigned.
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HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. |
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By: |
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Name: Philip Falcone |
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HARBINGER CAPITAL PARTNERS LLC |
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By: |
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Name: Philip Falcone |
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HARBINGER HOLDINGS, LLC |
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By: |
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Name: Philip Falcone |
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Philip Falcone |
November 19, 2009
Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001)