SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 19, 1998
THE MCCLATCHY COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 1-9824 52-2080478
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
2100 "Q" STREET, SACRAMENTO, CA 95816
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(Address of principal executive offices) (Zip Code)
(916) 321-1846
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(Registrant's telephone number,
including area code)
MNI NEWCO, INC.
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(Former name or former address,
if changed since last report)
Page 1 of 4
Exhibit Index located at page 4
Item 5. Other Events.
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Effective March 19, 1998, McClatchy Newspapers, Inc. ("McClatchy"), a
Delaware corporation, merged with and into MNI Mergerco, Inc. ("MNI Merger
Sub"), a Delaware corporation and wholly owned subsidiary of a newly formed
holding company, The McClatchy Company (formerly named MNI Newco, Inc.) ("New
McClatchy"), a Delaware corporation, and Cowles Media Company ("Cowles"), a
Delaware corporation, merged with and into CMC Mergerco, Inc. ("CMC Merger
Sub"), a Delaware corporation and wholly owned subsidiary of New McClatchy,
pursuant to the Agreement and Plan of Merger and Reorganization (the
"Reorganization Agreement"), dated as of November 13, 1997 and amended and
restated as of February 13, 1998, by and among McClatchy, Cowles, New McClatchy,
MNI Merger Sub and CMC Merger Sub. Pursuant to the terms of the Reorganization
Agreement and transactions contemplated thereby (the "Reorganization"), each
outstanding share of McClatchy Class A common stock, par value $0.01 per share,
and McClatchy Class B common stock, par value $0.01 per share, was converted,
respectively, into shares of New McClatchy Class A common stock, par value $0.01
per share (the "New McClatchy Class A Common Stock"), and New McClatchy Class B
common stock, par value $0.01 per share (the "New McClatchy Class B Common
Stock"), and each outstanding share of Cowles common stock was converted into
$90.50 in cash, shares of New McClatchy Class A Common Stock or a combination of
cash and New McClatchy Class A Common Stock. Based upon an exchange ratio of
3.01667, pursuant to elections of Cowles stockholders, approximately 6.4 million
shares of New McClatchy Class A Common Stock will be issued to the former
holders of Cowles Common Stock. A copy of the press release announcing the
closing of the mergers and the Reorganization is filed as exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
New McClatchy, the registrant for this Current Report on Form 8-K,
filed a Registration Statement on Form S-4 (Registration No. 333-46501) (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") on February 18, 1998 which was declared effective by the SEC on February
19, 1998. The Registration Statement sets forth certain information regarding
the Reorganization, McClatchy, Cowles, and New McClatchy.
As a result of the Reorganization, New McClatchy has become the
successor corporation to McClatchy under the Securities Exchange Act of
1934 and has succeeded to all of McClatchy's reporting obligations thereunder.
Item 7. Financial Statements and Exhibits.
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The following exhibit is filed herewith:
99.1 Press Release dated March 19, 1998.
Page 2 of 4
Exhibit Index located at page 4
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 hereunto duly authorized.
Dated: March 19, 1998
The McClatchy Company
By /s/ Karole Morgan-Prager
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Karole Morgan-Prager
General Counsel and Corporate
Secretary
Page 3 of 4
Exhibit Index located at page 4
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated March 19, 1998
Page 4 of 4
Exhibit Index located at page 4