UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.  20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

 

 

 

 

 

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 Sections 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 Rule 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).

 

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*

Based on 161,394,059 shares of Class A Stock outstanding as of October 27, 2017, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 1, 2017, and 738,810 shares of Class A Stock issuable upon conversion of Class B Stock owned by the Reporting Person indirectly through the 1997 Trust.

 

 

 

 

*

Based on 161,394,059 shares of Class A Stock outstanding as of October 27, 2017, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 1, 2017, and 739,928 shares of Class A Stock issuable upon conversion of Class B Stock owned by the Reporting Person directly and indirectly through the 1997 Trust.

 

 

 

 

*

Based on 161,394,059 shares of Class A Stock outstanding as of October 27, 2017, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 1, 2017 and 738,810 shares of Class A Stock issuable upon conversion of Class B Stock owned by the Reporting Person indirectly through the 1997 Trust.

 

 

 

*

Based on 161,394,059 shares of Class A Stock outstanding as of October 27, 2017, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 1, 2017, and 738,810 shares of Class A Stock issuable upon conversion of Class B Stock owned by the Reporting Person indirectly through the 1997 Trust.

 

 

CUSIP No. 650111107

 

*

Based on 161,394,059 shares of Class A Stock outstanding as of October 27, 2017, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 1, 2017, 13,935 shares of Class A Stock underlying Restricted Stock Units (“RSUs”) awarded under The New York Times Company’s 2010 Incentive Compensation Plan that have vested and will be paid out upon the Reporting Person’s retirement from the board of directors, and 740,662 shares of Class A Stock issuable upon conversion of Class B Stock owned by the Reporting Person directly and indirectly through the 1997 Trust.

 

 

 

 

*

Based on 161,394,059 shares of Class A Stock outstanding as of October 27, 2017, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 1, 2017, 655,247 shares of Class A Stock issuable upon the exercise of options owned by the Reporting Person, and 740,662 shares of Class A Stock issuable upon conversion of Class B Stock owned by the Reporting Person directly and indirectly through the 1997 Trust.

 

 

 

 

*

Based on 161,394,059 shares of Class A Stock outstanding as of October 27, 2017, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Commission on November 1, 2017, 541 shares of Class A Stock underlying RSUs awarded under The New York Times Company’s 2010 Incentive Compensation Plan that are scheduled to vest within 60 days, and 738,810 shares of Class A Stock issuable upon conversion of Class B Stock owned by the Reporting Person indirectly through the 1997 Trust.

 

 

SCHEDULE 13D/A

 

 

           Except as described in Item 6 of this Amendment No. 11, the Reporting Persons currently have no plan or proposal, as shareholders of the Company, which relates to or would result in:

(b)          an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its subsidiaries;

(h)         a class of securities of the Company being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

1997 Trust

In addition to his indirect ownership of the shares reported above in this Item 5 under “1997 Trust,” Hays N. Golden is the direct beneficial owner of, and has sole voting and dispositive power with respect to 19,563 shares of Class A Stock.

  

(c)          On December 19, 2017, the following Reporting Persons received shares of Class A Stock in the amounts specified in connection with the distribution of certain assets of a trust of which these Reporting Persons are beneficiaries: David Golden, 2,213 shares; Hays N. Golden, 1,107 shares; and Margot Golden Tishler, 1,107 shares.

Item 6.          Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

ITEM 6 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:

Among other things, the Amended Indenture increased the number of Trustees of the 1997 Trust from five to eight, by appointing Jacqueline H. Dryfoos, Michael Golden and Arthur Sulzberger, Jr. as additional Trustees.  In addition, the Amended Indenture created a structure surrounding the succession of Trustees whereby four of them would be “appointed” (an “Appointed Trustee,” and collectively, the “Appointed Trustees”) and four of them would be “elected” (an “Elected Trustee,” and collectively, the “Elected Trustees”).  As outlined further below, Elected Trustees are replaced by Elected Trustees, and Appointed Trustees are replaced by Appointed Trustees, so that there will always be four Trustees who are Appointed Trustees and four Trustees who either are Grantors or Elected Trustees. 

 

Lynn G. Dolnick, Jacqueline H. Dryfoos, Michael Golden and Arthur Sulzberger Jr. were the initial Appointed Trustees.  Upon the death, resignation or incapacity of any Appointed Trustee, the Trustees will appoint a successor Appointed Trustee.  Currently, Steven B. Green, Hays Golden, Arthur G. Sulzberger, and Arthur Sulzberger, Jr. are the four appointed Trustees.

Upon the death, resignation or incapacity of any Grantor-Trustee (Marian S. Heiskell, Ruth S. Holmberg, Judith P. Sulzberger and Arthur Ochs Sulzberger) or any “Elected Trustee,” a successor Elected Trustee will be elected by a majority vote of those beneficiaries of the 1997 Trust who are over the age of twenty-five years and who are descendants of Iphigene Ochs Sulzberger or who are both married to and living with a descendant of Iphigene Ochs Sulzberger, and who wish to vote, in an election called by the Trustees of the 1997 Trust for that purpose.  Any determination made by the Trustees regarding the procedures and rules for such election or the outcome thereof will be conclusive as to all persons interested or claiming to be interested in the 1997 Trust.  Currently, Theresa Dryfoos, David Golden, Gertrude A.L. Golden, and Margot Golden Tishler are the Elected Trustees who have been duly elected by the eligible beneficiaries of the 1997 Trust.

 

 

The beneficiaries of the 1997 Trust are: (1) the Grantors; (2) the descendants of the Grantors other than those descendants who are excluded from the term by the provisions of Article TWO of the 1997 Trust (i.e., who request at any time after all of the Grantors are deceased, and who receive in the absolute discretion of the Trustees, a distribution of a fractional share of the 1997 Trust corpus as permitted by the Amended Indenture), and the spouse of any such descendant; (3) spouses of the Grantors or of their descendants; and (4) organizations described in Sections 170(c), 2055(a) and 2522(a) of the Internal Revenue Code.

    

Under the Amended Indenture, all actions of the Trustees of the 1997 Trust require the affirmative vote of six of the eight Trustees.  No Trustee of the 1997 Trust (other than a Grantor) may participate in any decision or other action of the Trustees with respect to any discretionary distribution of principal or income in favor of such Trustee.

 

Any Trustee may resign at any time, such resignation to be effective upon the appointment or election of a successor Trustee.  Any Trustee (other than a Grantor) may be removed without cause by vote of six Trustees.  The Original Indenture provided that each Trustee other than a Grantor would serve for a term of five years.  The Amended Indenture does not provide for any term limits apart from the above-mentioned provisions for resignation or removal.

 

The Trustees of the 1997 Trust, subject to the limited exceptions described below, are directed to retain the Class B Stock held in the 1997 Trust and not to sell, distribute or convert such shares into Class A Stock, and to vote such Class B Stock against any merger, sale of assets or other transaction pursuant to which control of The New York Times newspaper passes from the Trustees of the 1997 Trust, unless they determine that the primary objective of the 1997 Trust, which is to maintain the editorial independence and integrity of The New York Times and to continue it “as an independent newspaper, entirely fearless, free of ulterior influence and unselfishly devoted to the public welfare,” in accordance with the wishes of Adolph S. Ochs as expressed in his will, can be best achieved by the sale, distribution or conversion of such stock or by the implementation of such transaction.  If upon such determination any Class B Stock is distributed to the beneficiaries of the 1997 Trust, it must be distributed only to descendants of Iphigene Ochs Sulzberger, subject to the provisions of that certain shareholders agreement dated August 5, 1986 (the “Shareholders Agreement”).  Similarly, any sale by the 1997 Trust of Class B Stock upon such determination can be made only in compliance with the Shareholders Agreement.  See Item 6 of Amendment No. 5 to this Statement for a summary of the provisions of the Shareholders Agreement.

 

The Trustees of the 1997 Trust may make distributions of trust principal, apart from shares of Class B Stock, in such amount or amounts as the Trustees may in their absolute discretion determine to such of the beneficiaries of the 1997 Trust as the Trustees may in their absolute discretion select, provided that as long as any of the Grantors is alive, the Trustees may only distribute equal amounts to each living Grantor and to the descendants of a deceased Grantor, such descendants to take per stirpes.  In exercising this discretionary power, the Trustees of the 1997 Trust are required to bear in mind the need to retain in the 1997 Trust assets other than shares of Class B Stock of sufficient value to pay any estate, transfer, or generation-skipping taxes that may have to be paid out of the 1997 Trust.

 

The Trustees shall pay out of the net income of the 1997 Trust such amount or amounts as the Trustees may in their absolute discretion determine to such one or more of the beneficiaries of the 1997 Trust as the Trustees may in their absolute discretion select, provided that as long as any of the Grantors is alive, the Trustees shall distribute one-quarter of the income either to that Grantor or to such of the beneficiaries and in such amounts and proportions as that Grantor may from time to time in writing direct.  Any net income not so distributed shall be added to principal.

 

The Trustees of the 1997 Trust are granted various powers and rights, including among others: (i) to vote all the shares of Class A Stock and Class B Stock held by the 1997 Trust; and (ii) to amend certain provisions of the Indenture, but not the provisions relating to retaining the Class B Stock or the manner in which the Class B Stock may be distributed, sold or converted. 

 

 

The 1997 Trust will continue in existence until the expiration of 21 years after the death of the last survivor of all of the descendants of Iphigene Ochs Sulzberger in being on December 14, 2000.  Upon the termination of the 1997 Trust at the end of the stated term thereof, all of the trust property (including the shares of Class B Stock) will be divided and distributed among the descendants then living of Iphigene Ochs Sulzberger.

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

JOINT FILING AGREEMENT