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
(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
(Registrant's telephone number,
including area code)
(Former name or former address,
if changed since last report)
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Exhibit Index located at page 5
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
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 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 (collectively, the "Reorganization"),
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, 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, and each outstanding
share of Cowles common stock was converted into $90.50 in cash, shares of New
McClatchy Class A Common Stock (based upon an exchange ratio of 3.01667 shares
of New McClatchy Class A Common Stock for each share of Cowles common stock) or
a combination of cash and New McClatchy Class A Common Stock. Based on elections
of Cowles stockholders, approximately 6.4 million shares of New McClatchy Class
A Common Stock were issued to Cowles stockholders and approximately $1.162
billion was paid to Cowles stockholders.
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, including, but not
limited to, the date and manner of the Reorganization, a description of the
assets involved, the nature and amount of consideration paid by McClatchy to the
stockholders of Cowles, the principle followed in determining the amount of such
consideration, the nature of any material relationships between the stockholders
of Cowles and New McClatchy or any of its affiliates, any director or officer of
New McClatchy, or any associate of any such director or officer, and the source
of funds used for the consideration paid to Cowles stockholders.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The Financial Statements required by this Item 7 will be filed by an
amendment to this Current Report on Form 8-K within the time period provided by
Item 7.
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Exhibit Index located at page 5
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required by this Item 7 will be
filed by an amendment to this Current Report on Form 8-K within the time period
provided by Item 7.
(c) EXHIBITS.
2.1 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. (Attached as Annex A to the Joint Proxy/Prospectus
included in the Registrant's Registration Statement on Form
S-4 (File No. 233-46501) and incorporated by reference here.)
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Exhibit Index located at page 5
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: April 3, 1998
The McClatchy Company
By /S/ KAROLE MORGAN-PRAGER
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Karole Morgan-Prager
General Counsel and Corporate
Secretary
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Exhibit Index located at page 5
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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2.1 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. (Attached as Annex A
to the Joint Proxy/Prospectus included in the
Registrant's Registration Statement on Form S-4 (File
No. 233-46501) and incorporated by reference here.)
Page 5 of 5
Exhibit Index located at page 5