mni8kmiamicover.htm
UNITED
STATES
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 (Date of earliest event reported): December 30, 2008
The
McClatchy Company
(Exact
name of registrant as specified in its charter)
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DELAWARE
(State
or other jurisdiction of
incorporation
or organization)
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1-9824
(Commission
File
Number)
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52-2080478
(I.R.S.
Employer
Identification
No.)
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2100
Q Street
Sacramento,
CA 95816
(Address
of principal executive offices, zip code)
Registrant’s
telephone number, including area code (916) 321-1846
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01
Entries Into a Material Definitive Agreement
On
December 30, 2008, The McClatchy Company, a Delaware corporation (“McClatchy” or
the “Company”), and its subsidiary Richwood, Inc., a Florida corporation,
entered into an agreement with Citisquare Group, LLC, a Florida limited
liability company (the “Buyer”) to amend (the “Amendment”) the Contract for
Purchase and Sale of Real Property effective as of March 3, 2005 (the “Original
Agreement”), as amended by that certain First Amendment dated August 10, 2007,
and as further modified by that certain Second Amendment dated as of December
20, 2007.
Pursuant
to the Amendment, the parties have agreed to extend the closing date of the sale
of certain real property located in Miami, Florida (as described in the Original
Agreement) from December 31, 2008 to June 30, 2009. The Buyer has the
right to extend the closing date for up to an additional six months to December
31, 2009, conditioned upon an increase in the termination fee payable to
McClatchy in the event the transaction fails to close from $2 million to $6
million. In addition, under the terms of the Amendment, the Buyer has
relinquished its right of first refusal to purchase The Miami Herald’s building
and underlying land, which right was included in the Original
Agreement. The purchase price under the Original Agreement remains
unchanged at $190 million. McClatchy has received $10 million in
non-refundable deposits from Buyer which will be applied toward the purchase
price.
Except as
provided in the Amendment and prior amendments, all provisions of the Original
Agreement remain in full force and effect. The foregoing description
of the Amendment does not purport to be complete and is qualified in its
entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit
10.1 Third
Amendment to Contract for Purchase and Sale of Real Property dated as of
December 30, 2008, by and between The McClatchy Company, a Delaware corporation,
Richwood, Inc., a Florida corporation, and Citisquare Group, LLC, a Florida
limited liability company.
SIGNATURES
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.
January
5,
2008 The
McClatchy Company
By:
/s/Patrick J.
Talamantes
By:
Patrick J. Talamantes
Vice
President and Chief Financial Officer
INDEX
TO EXHIBITS
Exhibit
Number Description
Exhibit
10.1
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Third
Amendment to Contract for Purchase and Sale of Real Property dated as of
December 30, 2008, by and between The McClatchy Company, a Delaware
corporation, Richwood, Inc., a Florida corporation, and Citisquare Group,
LLC, a Florida limited liability
company.
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