| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
The New York Times Company (the “Issuer”) |
| (Name of Issuer) |
Class A Common Stock, par value $0.10 per share (“Class A Common Shares”) |
| (Title of Class of Securities) |
| 650111107 |
| (CUSIP Number) |
| December 31, 2017 |
| (Date of Event Which Requires Filing of this Statement) |
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒ Rule 13d-1(c) ☐ Rule 13d-1(d)
|
| *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 the disclosures provided in a prior cover page. |
| The information required in 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). |
| CUSIP No. 650111107 | Page 2 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Carlos Slim Helú | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| México | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER | |
| 6 |
SHARED VOTING POWER 27,191,500 Class A Common Shares (see Item 4(c)) | ||
| 7 | SOLE DISPOSITIVE POWER | ||
| 8 |
SHARED DISPOSITIVE POWER 27,191,500 Class A Common Shares (see Item 4(c)) | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,191,500 Class A Common Shares (see Item 4(a)) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐* | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.8% of the Class A Common Shares (see Item 4(b)) | ||
| 12 |
TYPE OF REPORTING PERSON* IN | ||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 650111107 | Page 3 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Carlos Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| México | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER | |
| 6 |
SHARED VOTING POWER 27,191,500 Class A Common Shares (see Item 4(c)) | ||
| 7 | SOLE DISPOSITIVE POWER | ||
| 8 |
SHARED DISPOSITIVE POWER 27,191,500 Class A Common Shares (see Item 4(c)) | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,191,500 Class A Common Shares (see Item 4(a)) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐* | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.8% of the Class A Common Shares (see Item 4(b)) | ||
| 12 |
TYPE OF REPORTING PERSON* IN | ||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 650111107 | Page 4 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Marco Antonio Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| México | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER | |
| 6 |
SHARED VOTING POWER 27,191,500 Class A Common Shares (see Item 4(c)) | ||
| 7 | SOLE DISPOSITIVE POWER | ||
| 8 |
SHARED DISPOSITIVE POWER 27,191,500 Class A Common Shares (see Item 4(c)) | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,191,500 Class A Common Shares (see Item 4(a)) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐* | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.8% of the Class A Common Shares (see Item 4(b)) | ||
| 12 |
TYPE OF REPORTING PERSON* IN | ||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 650111107 | Page 5 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Patrick Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| México | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER | |
| 6 |
SHARED VOTING POWER 27,191,500 Class A Common Shares (see Item 4(c)) | ||
| 7 | SOLE DISPOSITIVE POWER | ||
| 8 |
SHARED DISPOSITIVE POWER 27,191,500 Class A Common Shares (see Item 4(c)) | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,191,500 Class A Common Shares (see Item 4(a)) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐* | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.8% of the Class A Common Shares (see Item 4(b)) | ||
| 12 |
TYPE OF REPORTING PERSON* IN | ||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 650111107 | Page 6 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS
María Soumaya Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| México | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER | |
| 6 |
SHARED VOTING POWER 27,191,500 Class A Common Shares (see Item 4(c)) | ||
| 7 | SOLE DISPOSITIVE POWER | ||
| 8 |
SHARED DISPOSITIVE POWER 27,191,500 Class A Common Shares (see Item 4(c)) | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,191,500 Class A Common Shares (see Item 4(a)) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐* | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.8% of the Class A Common Shares (see Item 4(b)) | ||
| 12 |
TYPE OF REPORTING PERSON* IN | ||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 650111107 | Page 7 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Vanessa Paola Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| México | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER | |
| 6 |
SHARED VOTING POWER 27,191,500 Class A Common Shares (see Item 4(c)) | ||
| 7 | SOLE DISPOSITIVE POWER | ||
| 8 |
SHARED DISPOSITIVE POWER 27,191,500 Class A Common Shares (see Item 4(c)) | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,191,500 Class A Common Shares (see Item 4(a)) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐* | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.8% of the Class A Common Shares (see Item 4(b)) | ||
| 12 |
TYPE OF REPORTING PERSON* IN | ||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 650111107 | Page 8 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Johanna Monique Slim Domit | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| México | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER | |
| 6 |
SHARED VOTING POWER 27,191,500 Class A Common Shares (see Item 4(c)) | ||
| 7 | SOLE DISPOSITIVE POWER | ||
| 8 |
SHARED DISPOSITIVE POWER 27,191,500 Class A Common Shares (see Item 4(c)) | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,191,500 Class A Common Shares (see Item 4(a)) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐* | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.8% of the Class A Common Shares (see Item 4(b)) | ||
| 12 |
TYPE OF REPORTING PERSON* IN | ||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 650111107 | Page 9 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Inversora Carso, S.A. de C.V., formerly known as Inmobiliaria Carso, S.A. de C.V. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| México | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER | |
| 6 |
SHARED VOTING POWER 19,241,500 Class A Common Shares (see Item 4(c)) | ||
| 7 | SOLE DISPOSITIVE POWER | ||
| 8 |
SHARED DISPOSITIVE POWER 19,241,500 Class A Common Shares (see Item 4(c)) | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,241,500 Class A Common Shares (see Item 4(a)) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐* | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.92% of the Class A Common Shares (see Item 4(b)) | ||
| 12 |
TYPE OF REPORTING PERSON* HC
| ||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 650111107 | Page 10 of 15 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Grupo Financiero Inbursa, S.A.B. de C.V. | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| México | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER | |
| 6 |
SHARED VOTING POWER 7,950,000 Class A Common Shares (see Item 4(c)) | ||
| 7 | SOLE DISPOSITIVE POWER | ||
| 8 |
SHARED DISPOSITIVE POWER 7,950,000 Class A Common Shares (see Item 4(c)) | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,950,000 Class A Common Shares (see Item 4(a)) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐* | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.93% of the Class A Common Shares (see Item 4(b)) | ||
| 12 |
TYPE OF REPORTING PERSON* HC | ||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 650111107 | Page 11 of 15 Pages |
Item 1.
| (a) | Name of Issuer: |
The New
York Times Company (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
620
Eighth Avenue
New
York, NY 10018
Item 2.
| (a) | Name of Persons Filing: |
This statement is filed pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended (the “Act”), by the persons listed below (the “Reporting Persons”).
(1)
Carlos Slim Helú, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, María Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (collectively, the “Slim Family”), each of whom is a Mexican citizen. The members of the Slim Family are beneficiaries of a Mexican trust which in turn owns all of the outstanding voting securities of Inversora Carso, S.A. de C.V., formerly known as Inmobiliaria Carso, S.A. de C.V. (“Inversora Carso”) and a majority of the outstanding voting equity securities of Grupo Financiero Inbursa, S.A.B. de C.V. (“GFI”).
(2)
Inversora Carso, a sociedad anónima de capital variable organized under the laws of the United Mexican States (“Mexico”), is a holding company with portfolio investments in various companies. Inversora Carso owns all of the outstanding voting securities of Control Empresarial de Capitales S.A. de C.V. (“CEC”).
(3)
GFI, a sociedad anónima bursátil de capital variable organized under the laws of Mexico, is a financial services holding company. GFI owns the majority of the outstanding voting equity securities of several financial institutions organized in México, including a broker-dealer, a bank, an insurance company and a surety bonding company.
| (b) | Address of Principal Business Office: |
(i)
The principal business address for each member of
the Slim Family is:
Paseo de las
Palmas 736
Colonia
Lomas de Chapultepec
11000 México,
D.F.
México
(ii)
Inversora Carso’s principal business address is:
Paseo de
las Palmas 781
Lomas de Chapultepec
Ciudad de Mexico, 11000
México
| CUSIP No. 650111107 | Page 12 of 15 Pages |
(iii) GFI’s principal business address is:
Paseo de
las Palmas 736
Colonia
Lomas de Chapultepec
11000 México, D.F.
México
| (c) | Citizenship: |
Each member of the Slim Family is a Mexican citizen and each of Inversora Carso and GFI is a Mexican corporation.
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.10 per share (“Class A Common Shares”)
| (e) | CUSIP Number: 650111107 |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
| (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; | |
| (e) | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
| (g) | Parent holding company or control person in accordance with Rule 13d-1(b)(1)(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; or
| |
| (j) | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| CUSIP No. 650111107 | Page 13 of 15 Pages |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: |
As of the date of this filing, (i) Inversora Carso, directly or indirectly, owns 19,241,500 Class A Common Shares and (ii) GFI, directly or indirectly, owns 7,950,000 Class A Common Shares. These numbers reflect the sales of Class A Common Shares by Inversora Carso, as reported on Form 4 filed by Inversora Carso with the Securities and Exchange Commission on February 12, 2018.
Of the aforementioned shares, (i) Inversora Carso has pledged 8,247,175 Class A Common Shares to the 2017 Mandatory Exchangeable Trust (the “Trust”) pursuant to forward agreements dated December 15, 2017 among the Trust and each of Inversora Carso and CEC and (ii) GFI has pledged 7,950,000 Class A Common Shares (together with the pledged shares by Inversora Carso, the “Pledged Shares”) to the Trust pursuant to a forward agreement dated December 15, 2017 among the Trust and Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa (“Inbursa”). Inversora Carso and Inbursa retain voting rights to the Pledged Shares and now share dispositive power with U.S. Bank National Association (“U.S. Bank”) as collateral agent for the benefit of the Trust, who has been granted a security interest in the Pledged Shares pursuant to collateral agreements dated December 15, 2017 among U.S. Bank, the Trust and each of Inversora, CEC and Inbursa.
Because the members of the Slim Family are beneficiaries of a Mexican trust which in turn owns all of the outstanding voting securities of Inversora Carso and a majority of the outstanding voting equity securities of GFI, the Slim Family may be deemed to beneficially own indirectly the Class A Common Shares beneficially owned, directly or indirectly, by Inversora Carso and GFI.
| (b) | Percent of Class: |
The Class A Common Shares beneficially owned by the Slim Family constitute approximately 16.8% of the 161,394,059 issued and outstanding Class A Common Shares, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 1, 2017.
The Class A Common Shares beneficially owned by Inversora Carso constitute approximately 11.92% of the 161,394,059 issued and outstanding Class A Common Shares, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 1, 2017.
The Class A Common Shares beneficially owned by GFI constitute approximately 4.93% of the 161,394,059 issued and outstanding Class A Common Shares, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 1, 2017.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: -0- |
| (ii) | Shared power to vote or to direct the vote: |
As to the Slim Family: 27,191,500 Class A Common Shares
As to Inversora Carso: 19,241,500 Class A Common Shares
As to GFI: 7,950,000 Class A Common Shares
| (iii) | Sole power to dispose or to direct the disposition of: -0- |
| (iv) | Shared power to dispose or direct the disposition of: |
As to the Slim Family: 27,191,500 Class A Common Shares, of which disposition power for 16,197,175 shares is shared with U.S. Bank
| CUSIP No. 650111107 | Page 14 of 15 Pages |
As to Inversora Carso: 19,241,500 Class A Common Shares, of which disposition power for 8,247,175 shares is shared with U.S. Bank
As to GFI: 7,950,000 Class A Common Shares, which disposition power is shared with U.S. Bank
| 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: ☐
| 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. |
Class A Common Shares reported as beneficially owned by Inversora Carso include Class A Common Shares owned by its subsidiary CEC. Class A Common Shares reported as beneficially owned by GFI include Class A Common Shares owned by its subsidiary Inbursa.
| Item 8. | Identification and Classification of Members of the Group. |
The identity of each member of the group filing this schedule is as follows: Carlos Slim Helú, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, María Soumaya Slim Domit, Vanessa Paola Slim Domit, Johanna Monique Slim Domit, Inversora Carso, S.A. de C.V. and Grupo Financiero Inbursa, S.A.B. de C.V.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my 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.
The Powers of Attorney for the members of the Slim Family, Inversora Carso and GFI, which are filed as exhibits to the report on Form 4 filed by the Reporting Persons with the Securities and Exchange Commission on February 12, 2018 in respect of the sales of Class A Common Stock, par value $0.10 per share of The New York Times Company, and the Joint Filing Agreement among the Slim Family, Inversora Carso and GFI, which is filed as an exhibit to Amendment No. 1 to the Schedule 13G in respect of their ownership of Class A Common Shares of the Issuer filed by the Reporting Persons with the Commission on January 22, 2009, are hereby incorporated herein by reference.
| CUSIP No. 650111107 | Page15 of 15 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.
| Carlos Slim Helú | |
| Carlos Slim Domit | By: /s/ Javier Foncerrada |
| Javier Foncerrada | |
| Marco Antonio Slim Domit | Attorney-in-Fact |
| February 14, 2018 | |
| Patrick Slim Domit | |
| María Soumaya Slim Domit | |
| Vanessa Paola Slim Domit | |
| Johanna Monique Slim Domit | |
| INVERSORA CARSO, S.A. DE C.V. | |
|
/s/ Javier Foncerrada |
|
|
By: Javier Foncerrada Title: Attorney-in-Fact |
|
| GRUPO FINANCIERO INBURSA, S.A. B DE C.V. | |
/s/ Javier Foncerrada |
|
By: Javier Foncerrada Title: Attorney-in-Fact |