SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 17, 2002
Date of Report (Date of earliest event reported)
THE NEW YORK TIMES COMPANY
(Exact Name of Registrant as Specified in Charter)
New York 1-5837 13-1102020
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation File Number) Identification No.)
229 West 43rd Street, New York, New York 10036
(Address of principal executive offices) (Zip Code)
(212) 556-1234
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. OTHER EVENTS.
On July 26, 2002, The New York Times Company (the "Company" or the
"Registrant") filed with the Securities and Exchange Commission (the "SEC") a
Registration Statement on Form S-3 (File No. 333-97199) (the "Registration
Statement") relating to the issuance by the Company from time to time its
unsecured debt securities consisting of notes, debentures or other evidences
of indebtedness at an aggregate initial offering price of not more than
$300,000,000. The Registration Statement was declared effective by the SEC on
August 6, 2002. The Company filed with the SEC a Prospectus Supplement dated
September 17, 2002 relating to the offer and sale of up to $300,000,000
aggregate initial offering price of the Company's Medium-Term Notes, Series B
Due More Than Nine Months from Date of Issue (the "Notes"). The Notes are
being issued under an Indenture dated as of March 29, 1995 as supplemented by
the First Supplemental Indenture dated as of August 21, 1998 and the Second
Supplemental Indenture dated as of July 26, 2002. On September 17, 2002, the
Company entered into the following agreements in connection with the Notes:
(i) a Distribution Agreement with J.P. Morgan Securities Inc., Banc of
America Securities LLC and Banc One Capital Markets, Inc. relating to the
distribution of the Notes (the "Distribution Agreement") and (ii) a
Calculation Agent Agreement with JPMorgan Chase Bank (the "Calculation Agent
Agreement"). Copies of the Distribution Agreement and the Calculation Agent
Agreement are filed as exhibits hereto and are incorporated herein.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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99.1 Distribution Agreement, dated as of
September 17, 2002 by and among The New York
Times Company, J.P. Morgan Securities Inc.,
Banc of America Securities LLC and Banc One
Capital Markets, Inc.
99.2 Calculation Agent Agreement, dated as of
September 17, 2002 by and between The New
York Times Company and JPMorgan Chase Bank
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE NEW YORK TIMES COMPANY
(Registrant)
Dated: September 18, 2002 By: /s/ Rhonda L. Brauer
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Name: Rhonda L. Brauer
Title: Assistant Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Distribution Agreement, dated as of
September 17, 2002 by and among The New
York Times Company, J.P. Morgan Securities
Inc., Banc of America Securities LLC and
Banc One Capital Markets, Inc.
99.2 Calculation Agent Agreement, dated as of
September 17, 2002 by and between The New
York Times Company and JPMorgan Chase Bank
4