EXHIBIT 9.1
GLOBE VOTING TRUST
VOTING TRUST AGREEMENT dated as of October 1, 1993 by
and among the stockholders of The New York Times Company (the
"Company") who execute this Agreement (the "Holders") and
William O. Taylor, Charles H. Taylor, Benjamin B. Taylor,
Alexander B. Hawes, Jr. and Davis Taylor Pillsbury
(collectively, with their successors in trust, the "Voting
Trustees"), amending, restating and extending the Taylor
Voting Trust dated as of October 1, 1954, as heretofore
amended.
RECITALS
1. This Agreement may from time to time be referred to
as the "Globe Voting Trust."
2. All the initial Holders were indirect stockholders
of Affiliated Publications, Inc. ("API"), prior to the merger
of a subsidiary of the Company into API, by reason of their
participation in the Taylor Voting Trust.
3. On October 1, 1993, the Taylor Voting Trust became
entitled to receive shares of Class A Common Stock of the
Company ("Class A Stock") upon the merger of the subsidiary
of the Company into API.
4. The Holders are unanimously of the opinion that,
throughout the term of this Agreement, the operation of this
Agreement in accordance with its terms (i) would assure the
voting of shares of Class A Stock deposited hereunder
("Deposited Stock") as a unit for the election of a Board of
Directors of the Company and on other matters as provided
herein, (ii) would be conducive to safe and prudent
management of the Company, (iii) would support the current
emphasis of the Company on maintaining the independence and
editorial excellence of its newspaper properties, including
The Boston Globe, and a long-term corporate perspective for
the benefit of its shareholders, employees, communities,
suppliers and readers and (iv) would be in the interests of
all the Holders and also in the interests of the beneficial
-2-
owners of any such additional shares of Class A Stock as may
be deposited hereunder.
5. API shares were also held by the Jordan Voting
Trust pursuant to a Voting Trust Agreement dated as of
January 29, 1987, as amended, established by the trustees of
the Jordan Trust created pursuant to the Will of Eben D.
Jordan. Such API shares have also been converted into Class
A Stock. When the Jordan Voting Trust and the Jordan Trust
terminate on January 16, 1996 in accordance with their terms,
the beneficiaries of the Jordan Trust who receive shares of
Class A Stock upon the liquidation of the Jordan Trust will
be offered the opportunity to deposit their holdings of Class
A Stock with the Voting Trustees under this Agreement.
6. The terms "Deposited Stock" and "Class A Stock" and
words of similar import wherever appearing in this Agreement
shall be taken to be synonymous and to mean and include any
voting stock of the Company (other than Class B Common Stock
of the Company), or of any entity which is a successor of the
Company or which may from time to time be issued with respect
to or in exchange for any voting stock held by the Voting
Trustees hereunder or into which any such voting stock may be
changed as a result of any reorganization, merger,
recapitalization or similar transaction. The term "Company"
wherever appearing in this Agreement shall be taken to mean
and include the issuer of any voting stock held hereunder for
the time being as "Deposited Stock."
7. "Taylor Descendant" means a descendant by blood or
adoption of Charles H. Taylor, first Treasurer of Globe
Newspaper Company, a spouse of such descendant or a trustee
or trustees holding for the benefit of any such descendant or
descendants or for the benefit of a spouse of any such
descendant or descendants or a stock corporation all the
voting stock of which is owned by the foregoing.
8. "Jordan Descendant" means a descendant by blood or
adoption of Eben D. Jordan, a spouse of such descendant or a
trustee or trustees holding for the benefit of any such
descendant or descendants or for the benefit of a spouse of
any such descendant or descendants or a stock corporation all
the voting stock of which is owned by any of the foregoing.
NOW, THEREFORE, in consideration of the premises and of
the agreements herein contained and for other good and
valuable consideration, receipt of all of which consideration
is hereby acknowledged, the parties hereto amend, restate and
extend the Taylor Voting Trust so that it reads in its
entirety as follows:
1. Initial Interests in the Voting Trust. The
-------------------------------------------
interest of each Holder is set forth in Schedule A and shall
-------- -
-3-
be reflected in transfer records maintained by the Voting
Trustees, periodic reports of which will be sent to the
Holder. Only if a Holder expressly requests that his
interest be represented by a certificate shall the Voting
Trustees issue to the Holder a Voting Trust Certificate,
registered in the name of that Holder. Certificates issued
under the Taylor Voting Trust are no longer valid and should
be destroyed.
2. Subsequent Deposits and Interests. The Voting
------------------------------------
Trustees shall accept transfer and delivery to them of
additional shares of Class A Stock from any Taylor Descendant
and from any Jordan Descendant who shall have executed a copy
of this Agreement. The interest of each person who so
becomes a Holder shall be reflected in the Voting Trustees'
transfer records. Only if such a Holder expressly so
requests shall the Voting Trustees issue a Voting Trust
Certificate. The Voting Trustees shall prepare a revised
Schedule A adding the name and address of each new Holder and
-------- -
the number of additional shares of Class A Stock so
transferred. All such additional shares shall be held by the
Voting Trustees hereunder in accordance with and subject to
the provisions of this Agreement.
3. Voting. The Voting Trustees shall vote all shares
------
of Deposited Stock as the holders of record of such shares as
follows:
(a) With respect to any shares of Class A Stock
deposited by any stockholder who is a party to the
Stockholders Agreement dated June 11, 1993 among the
Company and certain of the Stockholders (the
"Stockholders Agreement"), as required by Section 3.6 of
the Stockholders Agreement for so long as the provisions
of such Section 3.6 shall apply.
(b) On any question of selling, mortgaging,
leasing or otherwise disposing of substantially all the
assets or dissolving, merging or consolidating the
Company not governed by paragraph (a) of this Section 3,
in accordance with the written instructions of the
Holder with respect to his or her shares of Deposited
Stock.
(c) On all other matters, including the election
of directors of the Company, as recommended by the Board
of Directors of the Company.
4. Disposition of Deposited Stock by Voting Trustees.
---------------------------------------------------
The Voting Trustees shall not pledge, mortgage, sell or
otherwise dispose of any of the Deposited Stock or any
interest therein, provided, however, that if any transaction
requires the exchange or conversion of Deposited Stock, the
-4-
Voting Trustee may surrender the Deposited Stock and receive
distribution in respect thereof in accordance with the terms
of the transaction and provided, further, that any
dissenters' appraisal rights in respect of any such
transaction shall be exercised by the Voting Trustees on
behalf of any Holder in accordance with the instructions of
that Holder at the Holder's expense and provided, further,
that the Voting Trustees will exercise no right of dissent
with respect to any transaction approved in accordance with
Section 3.6 of the Stockholders Agreement.
5. Transfer of Deposited Stock to Other Holders, Other
---------------------------------------------- -----
Taylor Descendants and Other Jordan Descendants. Any Holder
------------------------------------------------
may at any time and from time to time transfer his or her
interest in any shares of Deposited Stock to any other
Holder, whether by gift or by sale. Any Holder may at any
time and from time to time transfer his or her interest in
any shares of Deposited Stock to any other Taylor Descendant
or Jordan Descendant, whether by gift, by bequest or by sale,
and each recipient of an interest shall be conclusively
deemed to have assented to all the terms of this Agreement as
fully as though the recipient had executed a copy of this
Agreement as a Holder. Promptly after receiving advice of
any such transfer, the Voting Trustees shall correct Schedule
--------
A.
-
6. Withdrawal of Deposited Stock for Sale by a
-------------------------------------------
Holder. A Holder may withdraw shares of Deposited Stock
------
for the purpose of selling them, subject to the limitations
set forth in this Section 6. Notice of withdrawal of more
than 10,000 shares in any calendar year by any Holder shall
be given by the Voting Trustees to the Company at 229 West
43rd Street, New York, New York 10036, Attention:
Secretary. No Holder may withdraw in any calendar year
more than 20% of the total number of shares of Deposited
Stock deposited by or for him or her from time to time,
computed without deducting withdrawals in prior calendar
years. In the event that the value of any interest in
shares of Deposited Stock is taxed to any person, estate or
trust by reason of the death of any person, the 20%
limitation shall not apply to the Holder or Holders of such
interest, who shall be limited instead, in the aggregate,
to the number of shares the sale of which will generate
funds in the amount of the taxes and expenses arising by
reason of such person's death, whether or not attributable
to the value of an interest in Deposited Stock. A Holder
may sell any withdrawn shares in one or more broker's
transactions or in a private transaction with the Company.
-5-
7. Withdrawal of Deposited Stock for Charitable
----------------------------------------------------
Contribution. A Holder may withdraw any number of shares for
------------
contribution to any corporation, trust of community chest,
fund or foundation, gifts to which are deductible under
Section 170(c)(2) of the Internal Revenue Code of 1986 or any
successor provisions thereto. If the contribution shall not
have been completed within six months after the withdrawal,
the remaining shares shall once again become Deposited Stock.
8. Compensation and Expenses. The Voting Trustees
---------------------------
shall serve without compensation. Each Voting Trustee shall
be entitled to reimbursement from the assets held by them
under this Agreement for such reasonable out-of-pocket
expenses as he may incur and as are reasonably incident to
the performance of his duties hereunder.
9. Dividends and Other Distributions. From all
-------------------------------------
dividends or other cash distributions received from the
Company by the Voting Trustees as record holders hereunder of
Deposited Stock, the Voting Trustees may deduct such sums as
may be required to pay any and all reasonable expenses
incurred by the Voting Trustees in the administration of this
Voting Trust Agreement. After such deductions, the Voting
Trustees shall forthwith pay to the Holders, in proportion to
their beneficial interest in the Deposited Stock, the entire
balance of the dividends and other cash distributions so
received by the Voting Trustees. Dividends and other
distributions received by the Voting Trustees in respect of
Deposited Stock in the form of voting stock of the Company
shall be held by the Voting Trustees as additional Deposited
Stock. Any other distributions of securities or property
shall be distributed by the Voting Trustees pro rata to the
Holders. In case the Company should grant to its
stockholders the right to subscribe to any securities, such
rights will be granted by the Voting Trustees pro rata to
the Holders, provided, however, that if such rights relate to
securities which would constitute Deposited Stock, such
rights may be exercised through the Voting Trustees only,
with funds provided by the respective Holders and the
securities so purchased will be retained hereunder as
additional Deposited Stock. If the Voting Trustees are
required to pay over to any government any withholding tax,
they may deduct the amount so required to be paid over from
cash distributions received and, if such distributions are
insufficient for the purpose, the Holders agree to deliver to
the Voting Trustees such amounts as they may require for the
purpose.
-6-
10. Termination. This Voting Trust Agreement (a) shall
-----------
terminate on September 30, 2003, (b) may be terminated on any
earlier date as may be fixed in a written notice to the
Voting Trustees signed by the Holders of Voting Trust
Certificates representing 66-2/3% of the Deposited Stock
delivered to the Voting Trustees at least 30 calendar days
prior to the termination date so fixed in such notice and (c)
may be terminated on any earlier date by unanimous
declaration of the Voting Trustees made by written notice
addressed to the Holders at least 15 calendar days prior to
the date of expiration fixed in such declaration. Upon
termination of this Voting Trust Agreement, the Holders who
hold certificates shall promptly surrender their certificates
to the Voting Trustees for cancellation, and the Voting
Trustees shall cause to be delivered to the Holders
certificates for the Deposited Stock.
11. Resignation and Replacement. Any Voting Trustee
-----------------------------
may resign at any time by delivering to the remaining Voting
Trustees and to the Company his written resignation, to take
effect at the time of delivery. If any Voting Trustee shall
die or resign before any Jordan Descendants shall have become
Holders, the then remaining Voting Trustees shall elect a
successor Voting Trustee from among Taylor Descendants. When
any Jordan Descendant shall have become a Holder, three of
the Voting Trustees shall resign. Two of the positions shall
be filled by the Holders who are Jordan Descendants, voting
as a class (in proportion to their interests in the Globe
Voting Trust) for Jordan Descendants; and the remaining
position (the "Fifth Trustee") shall be filled by the
executive of Globe Newspaper Company, if any, who is a
director of the Company or, if none, by vote of the other
four Voting Trustees. Thereafter, any vacancy caused by
death or resignation of a Voting Trustee who is a Taylor
Descendant (but not the Fifth Trustee) shall be filled by the
Holders who are Taylor Descendants, voting as a class for a
Taylor Descendant, any vacancy caused by the death or
resignation of a Voting Trustee who is a Jordan Descendant
(but not the Fifth Trustee) shall be filled by the Holders
who are Jordan Descendants, voting as a class for a Jordan
Descendant, and any vacancy caused by the death or
resignation of the Fifth Trustee shall be filled in the same
manner as the vacancy filled by election of the original
Fifth Trustee. Each and every power granted to a Voting
Trustee under this Voting Trust Agreement shall vest in each
and every successor Voting Trustee immediately upon his or
her appointment and acceptance of said office. Each
successor Voting Trustee shall be deemed to have accepted
said office upon delivery of a writing to that effect to the
remaining Voting Trustees and to the Company.
12. Standards of Conduct. In voting or consenting or
--------------------
taking or failing to take any action with respect to the
-7-
Deposited Stock, the Voting Trustees shall exercise their
best judgment with respect to the proper management of the
Company and the best interests of the Holders, but it is
understood and agreed that no Voting Trustee incurs any
liability as Voting Trustee hereunder, except for his own
individual malfeasance, and no Voting Trustee shall be
responsible for the acts or omissions of any other Voting
Trustee hereunder. The Voting Trustees may vote any shares
of Deposited Stock held by them in their own interests in
each case without any liability to account. The Voting
Trustees or any firms of which they may be members or any
corporations of which they may be stockholders, directors,
officers or counsel may enter into any contract or financial
arrangements with, or be pecuniarily interested in any matter
or transaction with, the Company as fully as though the
Voting Trustees were not Voting Trustees hereunder.
13. Proof of Authority of Voting Trustees. No person
--------------------------------------
dealing with the Voting Trustees or their agents shall be
bound to make any inquiry concerning the authorization or
validity of any act purporting to be done by the Voting
Trustees or their agents. Any certificate signed by the
Voting Trustees shall be conclusive evidence of the matters
contained therein in favor of all persons acting in good
faith in reliance thereon.
14. Notices. All notices to Holders shall be given by
-------
mail at the address furnished by the Holders to the Voting
Trustees. All notices to the Voting Trustees shall be c/o
Bingham, Dana & Gould, 150 Federal Street, Boston,
Massachusetts 02110, Attention: Director of Fiduciary
Services.
15. Amendments. This Agreement may be amended at any
----------
time by a written instrument executed by all of the Voting
Trustees then acting and consented to in writing by the
Holders of interests in two-thirds or more of the Deposited
Stock.
16. Securities Law Representation and Transfer
----------------------------------------------------
Restriction. Each Holder represents and warrants to the
-----------
Voting Trustees that the Holder's interest in the Voting
Trust is being acquired for the Holder's own account for
investment only and not with a view to any resale or
distribution thereof, and each Holder agrees that no interest
in the Globe Voting Trust may be sold or otherwise disposed
of in violation of the Securities Act of 1933, as amended.
The Holder understands that the Holder's interest must be
held indefinitely unless transfers are made in compliance
with applicable law and understands that any certificate that
may be issued to evidence the Holder's interest in the Globe
Voting Trust will bear the following restrictive legend:
-8-
"This security has not been registered under the
Securities Act of 1933 and may not be sold,
assigned or otherwise transferred in the absence of
an effective registration statement under that Act
or an opinion of counsel satisfactory to the issuer
that registration under that Act is not required."
17. Acceptance of Trust. The Voting Trustees hereby
--------------------
accept the trust created hereby and agree that they will in
good faith in all respects exercise the powers granted to
them hereunder or accruing to them by reason of the ownership
of Deposited Stock in trust as herein provided.
18. No Action Inconsistent with Stockholders Agreement.
---------------------------------------------------
Notwithstanding the express provisions of Sections 5, 6, 7
and 15 of this Agreement, transfer of interests in Deposited
Stock and transfer of Deposited Stock will at no time be made
by any Holder bound by the Stockholders Agreement in
violation of any of the provisions of the Stockholders
Agreement.
19. Counterparts. This Agreement may be signed in any
------------
number of counterparts, with Holders signing separate
counterparts; and all counterparts taken together shall
constitute a single instrument.
IN WITNESS WHEREOF, the Voting Trustees and the Holders
have caused this Voting Trust Agreement to be executed and
delivered on the date first written above.
s/ William O. Taylor s/ Alexander B. Hawes, Jr.
----------------------------- -----------------------------
William O. Taylor Alexander B. Hawes, Jr.
s/ Charles H. Taylor s/ Davis Taylor Pillsbury
----------------------------- -----------------------------
Charles H. Taylor Davis Taylor Pillsbury
s/ Benjamin B. Taylor
-----------------------------
Benjamin B. Taylor
Charles H. Taylor
-----------------------------
Name of Holder
s/ Charles H. Taylor
-----------------------------
Signature
SCHEDULE A
NYTCO SHS DEPOSITED TO:
** GLOBE VOTING TRUST ** 12/29/93
# of NYT A
Shs to
UNIT HOLDER GLOBE
VTG TR
C H TAYLOR 1993 GLOBE TRUST 199,656
C H TAYLOR GLOBE FAMILY TRUST 248,400
ROSAMOND T DYE REV TRUST 61,531
PAMELA S COTHEY REV TRUST 10,638
CHARLES H TAYLOR 85,560
CHARLES H TAYLOR 88 IRR TRUST 19,440
STEPHEN EMYLIN TAYLOR 10,000
E B TAYLOR STUART 13,230
PAMELA ROGERS WETZELS 127,291
KATRINA WETZELS TRUST 15,921
THOMAS T WETZELS TRUST 15,921
PETER BLACK 1,636
SYLVIA BLACK RIPLEY 20,787
EMILY TAYLOR ANDREWS 460,272
EUNICE T VANDERHOEF TRUST 248,380
ELIZABETH T FESSENDEN TRUST 625,817
LOUISE C RIEMER (MOTHER) 4,708
KARL DAVIS RIEMER 2,760
LOUISE C REIMER (DAUGHTER) 2,760
HENRY F REIMER 2,220
ELIZABETH L RIEMER REECE 2,760
KATHARINE C FEGUSON TRUST 4,708
WILLIAM DAVIS TAYLOR REV TR 289,681
ANNE MACY TAYLOR REV TRUST 26,907
WILLIAM OSGOOD TAYLOR 426
WILLIAM OSGOOD TAYLOR 20,449
WILLIAM OSGOOD TAYLOR 42,970
WILLIAM DAVIS TAYLOR II 499
EDMUND C TAYLOR 180
EDMUND C TAYLOR 630
OLIVIA P HEARFIELD TRUST 387,403
EVANS S PILLSBURY III MAR TRUST 311,318
EVANS S PILLSBURY III RES TR 192,218
TAYLOR PILLSBURY GLOBE TRUST 129,822
ELIZ SCULLY MARCHEWKA 9,570
NYTCO SHS DEPOSITED TO:
** GLOBE VOTING TRUST ** 12/29/93
# of NYT A
Shs to
UNITHOLDER GLOBE
VTG TR
MARGARET B TAYLOR FAM TRUST 22,200
BLAKE TAYLOR CHLDRN'S TRUST 184,548
JOHN I TAYLOR REV TRUST 117,734
CARSON TAYLOR 1,338
TIMOTHY B TAYLOR REV TRUST 79,864
DAVID V N TAYLOR REV TRUST 149,662
SHELLEY G HALL-TAYLOR REV TR 30,000
SUSAN D CONNER 1,000
ELIZA TAYLOR 6,676
MATTHEW VAN NESS TAYLOR 6,676
BENJAMIN B TAYLOR REV TRUST 194,312
KATHERINE S TAYLOR REV TRUST 1,338
ABIGAIL TAYLOR 1,781
SAMUEL S TAYLOR 1,781
WILLIAM I TAYLOR 1,781
LITTLE CHILDREN'S TRUST 116,098
ALEXANDER BOYD HAWES TRUST 242,852
ALEXANDER BOYD HAWES 1,330
ELIZABETH SAVAGE WRIGHT 1,526
JOHN WRIGHT 238
MATT. ARMSTRONG HAWES TR 55,384
CHRIS. DeBOUVRY HAWES TRUST 8,533
TOTAL NYTCO SHARES DEPOSITED 4,823,121
---------
---------