As filed with the Securities and Exchange Commission on June 10, 2010

Registration No. 333-167345

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

FORM S-4

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

THE MCCLATCHY COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		2711		52-2080478
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

2100 “Q” Street,

Sacramento, California 95816

(916) 321-1846

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Karole Morgan-Prager, Esq.

Corporate Secretary and General Counsel

The McClatchy Company

2100 Q Street

Sacramento, CA 95816

(916) 321-1828

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Katharine A. Martin, Esq.

Michael A. Occhiolini, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

 

 

 

(Exact name of additional registrant as specified in its charter)		(State or other jurisdiction of incorporation or formation)		(Primary Standard Industrial  Classification Code)		(I.R.S. Employer Identification  Number)
Aboard Publishing, Inc.		Florida		2711		65-1051606
Anchorage Daily News, Inc.		Alaska		2711		92-0071348
Bellingham Herald Publishing, LLC		Delaware		2711		59-0184700
Belton Publishing Company, Inc.		Missouri		2711		43-1412853
Biscayne Bay Publishing, Inc.		Florida		2711		65-1051521
Cass County Publishing Company		Missouri		2711		43-0891076
Columbus Ledger-Enquirer, Inc.		Georgia		2711		58-0376130
Cypress Media, Inc.		New York		2711		37-0742453
Cypress Media, LLC		Delaware		2711		65-0764225
East Coast Newspapers, Inc.		South Carolina		2711		68-0201685
Gulf Publishing Company, Inc.		Mississippi		2711		64-0469077
HLB Newspapers, Inc.		Missouri		2711		43-1675371
Idaho Statesman Publishing, LLC		Delaware		2711		59-0184700
Keltatim Publishing Company, Inc.		Kansas		2711		48-1161908
Keynoter Publishing Company, Inc.		Florida		2711		59-0789679
Lee’s Summit Journal, Incorporated		Missouri		2711		44-0534462
Lexington H-L Services, Inc.		Kentucky		2711		61-1353956
Macon Telegraph Publishing Company		Georgia		2711		58-0333650
Mail Advertising Corporation		Texas		2711		75-2588187
McClatchy Interactive LLC		Delaware		2711		52-2360845
McClatchy Interactive West		Delaware		2711		65-0683075
McClatchy Investment Company		Delaware		2711		51-0274877
McClatchy Management Services, Inc.		Delaware		2711		52-2360846
McClatchy Newspapers, Inc.		Delaware		2711		94-0666175
McClatchy U.S.A., Inc.		Delaware		2711		65-0732197
Miami Herald Media Company		Delaware		2711		38-0723657
Newsprint Ventures, Inc.		California		2711		68-0041100
Nittany Printing and Publishing Company		Pennsylvania		2711		24-0676050
Nor-Tex Publishing, Inc.		Texas		2711		75-1109443
Olympian Publishing, LLC		Delaware		2711		59-0184700
Olympic-Cascade Publishing, Inc.		Washington		2711		68-0098889
Pacific Northwest Publishing Company, Inc.		Florida		2711		59-0184700
Quad County Publishing, Inc.		Illinois		2711		37-1225856
San Luis Obispo Tribune, LLC		Delaware		2711		20-5001401
Star-Telegram, Inc.		Delaware		2711		22-3148254
Tacoma News, Inc.		Washington		2711		68-0099037
The Bradenton Herald, Inc.		Florida		2711		59-1487839
The Charlotte Observer Publishing Company		Delaware		2711		56-0612746
The News and Observer Publishing Company		North Carolina		2711		56-0338580
The State Media Company		South Carolina		2711		57-0477517
The Sun Publishing Company, Inc.		South Carolina		2711		57-0564988
Tribune Newsprint Company		Utah		2711		87-0415831
Wichita Eagle and Beacon Publishing Company, Inc.		Kansas		2711		48-0571718
Wingate Paper Company		Delaware		2711		68-0068249

(Address, including zip code, and telephone number, including area code, of each additional Registrant’s principal executive offices)

2100 “Q” Street,

Sacramento, California 95816

(916) 321-1846

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

 

¨		Large accelerated filer		x		Accelerated filer
¨		Non-accelerated filer (Do not check if a smaller reporting company)		¨		Smaller reporting company

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

¨  Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨  Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered		Proposed Maximum Offering Price Per Unit(1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee(1)
11.50% Senior Secured Notes due 2017		$875,000,000		100%		$875,000,000		$62,387.50(4)
Guarantees of 11.50% Senior Secured Notes due 2017(2)		— (3)		— (3)		— (3)		— (3)

(1)	Represents the maximum principal amount at maturity of 11.50% Senior Secured Notes due 2017 that may be issued pursuant to the exchange offer described in this registration statement. The statement fee was calculated pursuant to Rule 457(f) under the Securities Act of 1933.

(2)	The guarantors are U.S. wholly-owned subsidiaries of The McClatchy Company and have guaranteed the notes being registered.

(3)	Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable for the guarantees of the notes.

(4)	Previously paid.

 

 

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

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Explanatory Note

This Amendment No. 2 is being filed for the purpose of filing Exhibit 5.2.3 to the Registration Statement (Commission File No. 333-167345). No changes or additions are being made hereby to the Prospectus constituting Part I of the Registration Statement (not included herein) or to Items 20 or 22 of Part II of the Registration Statement.

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 20.

Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of Delaware permits a corporation to include in its charter documents, and in agreements between the corporation and its directors and officers, provisions expanding the scope of indemnification beyond that specifically provided by the current law.

Article Seventh of the registrant’s Restated Certificate of Incorporation provides for the indemnification of directors for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

The registrant has entered into indemnification agreements with its directors and executive officers, in addition to indemnification provided for in the registrant’s Restated Certificate of Incorporation, and intends to enter into indemnification agreements with any new directors and executive officers in the future.

The general effect of Section 145 of the General Corporation Law of the State of Delaware, the registrant’s charter documents and the indemnification agreements is to provide indemnification to officers and directors for liabilities that may arise by reason of their status as officers or directors, other than liabilities arising from willful or intentional misconduct, acts or omissions not in good faith, unlawful distributions of corporate assets or transactions from which the officer or director derived an improper personal benefit.

There is no litigation pending or, to the best of the registrant’s knowledge, threatened which might or could result in a claim for indemnification by a director or officer.

 

Item 21.

Exhibits and Financial Statement Schedules

(a) Exhibits

The following is a list of all exhibits filed as a part of this registration statement on Form S-4, including those incorporated by reference:

 

Exhibit Number		Description of Exhibit		If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
3.1.1		Restated Certificate of Incorporation of The McClatchy Company		Incorporated by reference from Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q filed July 27, 2006
3.1.2		Articles of Incorporation of Aboard Publishing, Inc.		Previously filed
3.1.3		Articles of Incorporation of Anchorage Daily News, Inc.		Previously filed
3.1.4		Certificate of Formation of Bellingham Herald Publishing, LLC		Previously filed
3.1.5		Articles of Incorporation of Belton Publishing Company, Inc.		Previously filed
3.1.6		Articles of Incorporation of Biscayne Bay Publishing, Inc.		Previously filed
3.1.7		Articles of Incorporation of Cass County Publishing Company		Previously filed

 

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Exhibit Number		Description of Exhibit		If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
3.1.8		Articles of Incorporation of Columbus Ledger-Enquirer, Inc.		Previously filed
3.1.9		Certificate of Incorporation of Cypress Media, Inc.		Previously filed
3.1.10		Certificate of Formation of Cypress Media, LLC		Previously filed
3.1.11		Articles of Incorporation of East Coast Newspapers, Inc.		Previously filed
3.1.12		Articles of Incorporation of Gulf Publishing Company, Inc.		Previously filed
3.1.13		Articles of Incorporation of HLB Newspapers, Inc.		Previously filed
3.1.14		Certificate of Formation of Idaho Statesman Publishing, LLC		Previously filed
3.1.15		Articles of Incorporation of Keltatim Publishing Company, Inc.		Previously filed
3.1.16		Certificate of Incorporation of Keynoter Publishing Company, Inc.		Previously filed
3.1.17		Articles of Incorporation of Lee’s Summit Journal, Incorporated		Previously filed
3.1.18		Articles of Incorporation of Lexington H-L Services, Inc.		Previously filed
3.1.19		Articles of Incorporation of Macon Telegraph Publishing Company		Previously filed
3.1.20		Articles of Incorporation of Mail Advertising Corporation		Previously filed
3.1.21		Certificate of Formation of McClatchy Interactive LLC		Previously filed
3.1.22		Certificate of Incorporation of McClatchy Interactive West		Previously filed
3.1.23		Certificate of Incorporation of McClatchy Investment Company		Previously filed
3.1.24		Certificate of Incorporation of McClatchy Management Services, Inc.		Previously filed
3.1.25		Certificate of Incorporation of McClatchy Newspapers, Inc.		Previously filed
3.1.26		Certificate of Incorporation of McClatchy U.S.A., Inc.		Previously filed
3.1.27		Certificate of Incorporation of Miami Herald Media Company		Previously filed
3.1.28		Articles of Incorporation of Newsprint Ventures, Inc.		Previously filed
3.1.29		Articles of Incorporation of Nittany Printing and Publishing Company		Previously filed
3.1.30		Articles of Incorporation of Nor-Tex Publishing, Inc.		Previously filed
3.1.31		Certificate of Formation of Olympian Publishing, LLC		Previously filed
3.1.32		Articles of Incorporation of Olympic-Cascade Publishing, Inc.		Previously filed
3.1.33		Certificate of Incorporation of Pacific Northwest Publishing Company, Inc.		Previously filed
3.1.34		Articles of Incorporation of Quad County Publishing, Inc.		Previously filed
3.1.35		Certificate of Formation of San Luis Obispo Tribune, LLC		Previously filed
3.1.36		Certificate of Incorporation of Star-Telegram, Inc.		Previously filed
3.1.37		Articles of Incorporation of Tacoma News, Inc.		Previously filed
3.1.38		Articles of Incorporation of The Bradenton Herald, Inc.		Previously filed

 

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Exhibit Number		Description of Exhibit		If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
3.1.39		Certificate of Incorporation of The Charlotte Observer Publishing Company		Previously filed
3.1.40		Articles of Incorporation of The News and Observer Publishing Company		Previously filed
3.1.41		Certificate of Incorporation of The State Media Company		Previously filed
3.1.42		Articles of Incorporation of The Sun Publishing Company, Inc.		Previously filed
3.1.43		Articles of Incorporation of Tribune Newsprint Company		Previously filed
3.1.44		Restated and Amended Articles of Incorporation of Wichita Eagle and Beacon Publishing Company, Inc.		Previously filed
3.1.45		Certificate of Incorporation of Wingate Paper Company		Previously filed
3.2.1		Amended and Restated Bylaws of The McClatchy Company		Incorporated by reference from Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed June 28, 2006
3.2.2		Bylaws of Aboard Publishing, Inc.		Previously filed
3.2.3		Bylaws of Anchorage Daily News, Inc.		Previously filed
3.2.4		Limited Liability Company Agreement of Bellingham Herald Publishing, LLC		Previously filed
3.2.5		Amended and Restated Bylaws of Belton Publishing Company, Inc.		Previously filed
3.2.6		Bylaws of Biscayne Bay Publishing, Inc.		Previously filed
3.2.7		Amended and Restated Bylaws of Cass County Publishing Company		Previously filed
3.2.8		Bylaws of Columbus Ledger-Enquirer, Inc.		Previously filed
3.2.9		Amended and Restated Bylaws of Cypress Media, Inc.		Previously filed
3.2.10		Limited Liability Company Agreement of Cypress Media, LLC		Previously filed
3.2.11		Bylaws of East Coast Newspapers, Inc.		Previously filed
3.2.12		Bylaws of Gulf Publishing Company, Inc.		Previously filed
3.2.13		Amended and Restated Bylaws of HLB Newspapers, Inc.		Previously filed
3.2.14		Limited Liability Company Agreement of Idaho Statesman Publishing, LLC		Previously filed
3.2.15		Bylaws of Keltatim Publishing Company, Inc.		Previously filed
3.2.16		Bylaws of Keynoter Publishing Company, Inc.		Previously filed
3.2.17		Bylaws of Lee’s Summit Journal, Incorporated		Previously filed
3.2.18		Amended and Restated Bylaws of Lexington H-L Services, Inc.		Previously filed
3.2.19		Bylaws of Macon Telegraph Publishing Company		Previously filed
3.2.20		Amended and Restated Bylaws of Mail Advertising Corporation		Previously filed
3.2.21		Limited Liability Company Operating Agreement of McClatchy Interactive LLC		Previously filed
3.2.22		Bylaws of McClatchy Interactive West		Previously filed

 

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Exhibit Number		Description of Exhibit		If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
3.2.23		Bylaws of McClatchy Investment Company		Previously filed
3.2.24		Bylaws of McClatchy Management Services, Inc.		Previously filed
3.2.25		Bylaws of McClatchy Newspapers, Inc.		Previously filed
3.2.26		Bylaws of McClatchy U.S.A., Inc.		Previously filed
3.2.27		Bylaws of Miami Herald Media Company		Previously filed
3.2.28		Bylaws of Newsprint Ventures, Inc.		Previously filed
3.2.29		Bylaws of Nittany Printing and Publishing Company		Previously filed
3.2.30		Bylaws of Nor-Tex Publishing, Inc.		Previously filed
3.2.31		Limited Liability Company Agreement of Olympian Publishing, LLC		Previously filed
3.2.32		Bylaws of Olympic-Cascade Publishing, Inc.		Previously filed
3.2.33		Bylaws of Pacific Northwest Publishing Company, Inc.		Previously filed
3.2.34		Bylaws of Quad County Publishing, Inc.		Previously filed
3.2.35		Operating Agreement of San Luis Obispo Tribune, LLC		Previously filed
3.2.36		Bylaws of Star-Telegram, Inc.		Previously filed
3.2.37		Bylaws of Tacoma News, Inc.		Previously filed
3.2.38		Bylaws of The Bradenton Herald, Inc.		Previously filed
3.2.39		Bylaws of The Charlotte Observer Publishing Company		Previously filed
3.2.40		Bylaws of The News and Observer Publishing Company		Previously filed
3.2.41		Amended and Restated Bylaws of The State Media Company		Previously filed
3.2.42		Bylaws of The Sun Publishing Company, Inc.		Previously filed
3.2.43		Bylaws of Tribune Newsprint Company		Previously filed
3.2.44		Bylaws of Wichita Eagle and Beacon Publishing Company, Inc.		Previously filed
3.2.45		Bylaws of Wingate Paper Company		Previously filed
4.1		Indenture dated February 11, 2010, among The McClatchy Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee		Incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed February 17, 2010
4.2		Form of 11.50% Senior Secured Notes due 2017		Contained in Exhibit 4.1
4.3		Form of Guaranty of 11.50% Senior Secured Notes due 2017		Contained in Exhibit 4.1
4.4		Registration Rights Agreement, dated as of February 11, 2010, among The McClatchy Company, the guarantors from time to time party thereto, and J.P. Morgan Securities Inc., as representative of the several initial purchasers		Incorporated by reference from Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed February 17, 2010
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”) relating to the validity of the securities registered hereby		Previously filed
5.2.1		Opinion of Davis Wright Termaine LLP		Previously filed
5.2.2		Opinion of Holland & Knight LLP		Previously filed
5.2.3		Opinion of Carlton Fields, P.A.		Contained herein
5.2.4		Opinion of Lewis, Rice & Fingersh, L.C. (Illinois)		Previously filed
5.2.5		Opinion of Fleeson, Gooing, Coulson & Kitch, L.L.C.		Previously filed
5.2.6		Opinion of Stoll Keenon Ogden PLLC		Previously filed
5.2.7		Opinion of Watkins Ludlam Winter & Stennis, P.A.		Previously filed
5.2.8		Opinion of Lewis, Rice & Fingersh, L.C. (Missouri)		Previously filed
5.2.9		Opinion of McGuire Woods LLP		Previously filed
5.2.10		Opinion of Eisenstein & Bower, LLP		Previously filed
5.2.11		Opinion of Wyche, Burgess, Freeman & Parham, P.A.		Previously filed
5.2.12		Opinion of Holland & Hart LLP		Previously filed

 

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Exhibit Number		Description of Exhibit		If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
10.1		Security Agreement, dated as of February 11, 2010, among The McClatchy Company, each other grantor from time to time party thereto, and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent		Previously filed
10.4		First Lien Intercreditor Agreement, dated as of February 11, 2010, among The McClatchy Company, the other grantors party thereto, Bank of America, N.A., as Credit Agreement Collateral Agent, The Bank of New York Mellon Trust Company, as Senior Secured Notes Collateral Agent, and each additional collateral agent from time to time party thereto		Previously filed
12.1		Statement of Computation of Ratio of Earnings to Fixed Charges		Previously filed
23.1		Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm		Previously filed
23.2		Consent of WSGR		Contained in Exhibit 5.1
24.1		Power of Attorney (see page II-17 of the original filing of this Form S-4)		Previously filed
25.1		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A. to act as Trustee under the Indenture		Previously filed
99.1		Form of Letter of Transmittal		Previously filed
99.2		Form of Notice of Guaranteed Delivery		Previously filed
99.3		Form of Letter to Clients		Previously filed
99.4		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees		Previously filed
99.5		Guideline for Certification of Taxpayer Identification Number on Substitute IRS Form W-9		Previously filed

(b) Financial Statement Schedules: All schedules have been incorporated herein by reference or omitted because they are not applicable or not required.

 

Item 22.

Undertakings

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the

 

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matter has been settled by the controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired or involved therein, that was not the subject of and included in the registration statement when it became effective.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sacramento, State of California, on the 10th day of June, 2010.

 

 

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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/S/    GARY B. PRUITT         Gary B. Pruitt (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12)		Chairman, President and Chief Executive Officer (Principal Executive Officer)		June 10, 2010
/S/    PATRICK J. TALAMANTES         Patrick J. Talamantes (1) (3) (4) (5) (7) (8) (9) (13)		Vice President, Finance and Chief Financial Officer (Principal Financial Officer)		June 10, 2010
* Hai Nguyen		Controller (Principal Accounting Officer)		June 10, 2010
* Elizabeth Ballantine		Director		June 10, 2010
* Leroy Barnes, Jr.		Director		June 10, 2010
* Molly Maloney Evangelisti		Director		June 10, 2010
* Kathleen Foley Feldstein		Director		June 10, 2010
* R. Larry Jinks		Director		June 10, 2010
Brown McClatchy Maloney		Director
* Kevin S. McClatchy		Director		June 10, 2010
* William McClatchy		Director		June 10, 2010
* Theodore R. Mitchell		Director		June 10, 2010
* S. Donley Ritchey		Director		June 10, 2010

 

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Signature		Title		Date
Frederick R. Ruiz		Director
* Frank Whittaker (1) (4) (6) (9) (10) (11)		Director, certain of the Co-Registrants listed above		June 10, 2010
* Robert Weil (2) (3) (4) (6) (9) (10)		Director, certain of the Co-Registrants listed above and President (Principal Executive Officer) of HLB Newspapers, Inc.		June 10, 2010
* Karole Morgan-Prager (5) (9) (10) (11)		Director, certain of the Co-Registrants listed above		June 10, 2010
* Chris Hendricks (7)		Director, certain of the Co-Registrants listed above and President (Principal Executive Officer) of McClatchy Interactive West		June 10, 2010
* David Landsberg		President (Principal Executive Officer), certain of the Co-Registrants listed above		June 10, 2010
* J. Patrick Doyle		President (Principal Executive Officer), Anchorage Daily News, Inc.		June 10, 2010
* Mark Zieman		President (Principal Executive Officer), certain of the Co-Registrants listed above		June 10, 2010
* Valerie Canepa		President and Publisher (Principal Executive Officer), Columbus Ledger-Enquirer, Inc.		June 10, 2010
* Glen Nardi		President and Publisher (Principal Executive Officer), Gulf Publishing Company, Inc.		June 10, 2010
* Gary Wortel		President (Principal Executive Officer), certain of the Co-Registrants listed above		June 10, 2010
* Skip Hidlay		President and Publisher (Principal Executive Officer), certain of the Co-Registrants listed above		June 10, 2010
* Timothy Kelly		President and Publisher (Principal Executive Officer), Lexington H-L Services, Inc.		June 10, 2010
* George McCanless		President and Publisher (Principal Executive Officer), Macon Telegraph Publishing Company		June 10, 2010
* Susan Leath		President and Publisher (Principal Executive Officer), Nittany Printing and Publishing Company		June 10, 2010
* George LeMasurier		President (Principal Executive Officer), Olympic-Cascade Publishing, Inc.		June 10, 2010

 

II-18

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Signature		Title		Date
* David Zeeck		President and Publisher (Principal Executive Officer), Tacoma News, Inc.		June 10, 2010
* Robert G. Turner		President and Publisher (Principal Executive Officer), The Bradenton Herald, Inc.		June 10, 2010
* Ann Caulkins		President and Publisher (Principal Executive Officer), The Charlotte Observer Publishing Company		June 10, 2010
* Henry Haitz		President and Publisher (Principal Executive Officer), The State Media Company		June 10, 2010
* Pamela Browning		President and Publisher (Principal Executive Officer), The Sun Publishing Company, Inc.		June 10, 2010
* Elaine Lintecum		Treasurer (Principal Financial and Accounting Officer), certain of the Co-Registrants listed above		June 10, 2010

*By:		/S/    GARY B. PRUITT				June 10, 2010
		Gary B. Pruitt Attorney-in-fact

 

(1)

Mr. Pruitt, Mr. Talamantes and Mr. Whittaker comprise the entirety of the board of directors of Aboard Publishing, Inc., Newsprint Ventures, Inc., Wingate Paper Company, The Charlotte Observer Publishing Company, Miami Herald Media Company, Pacific Northwest Publishing Company, Inc., The Bradenton Herald, Inc., Keynoter Publishing Company, Inc., Biscayne Bay Publishing, Inc., Macon Telegraph Publishing Company, Quad County Publishing, Inc., Lexington H-L Services, Inc., The News and Observer Publishing Company, The State Media Company and The Sun Publishing Company, Inc.

(2)	Mr. Pruitt and Mr. Weil comprise the entirety of the board of directors of Anchorage Daily News, Inc.

(3)

Mr. Pruitt, Mr. Talamantes and Mr. Weil comprise the entirety of the board of directors of Macon Telegraph Publishing Company, Columbus Ledger-Enquirer, Inc., Wichita Eagle and Beacon Publishing Company, Inc., Keltatim Publishing Company, Inc., Gulf Publishing Company, Inc., Lee’s Summit Journal, Incorporated, Belton Publishing Company, Inc., Cass County Publishing Company, Nor-Tex Publishing, Inc., Mail Advertising Corporation, Tacoma News, Inc., Olympic-Cascade Publishing, Inc., Star-Telegram, Inc., Tribune Newsprint Company, Idaho Statesman Publishing, LLC, Bellingham Herald Publishing, LLC and Olympian Publishing, LLC.

(4)	Mr. Pruitt, Mr. Talamantes, Mr. Whittaker and Mr. Weil comprise the entirety of the board of directors of McClatchy Newspapers, Inc. and Cypress Media, LLC.

(5)	Mr. Pruitt, Mr. Talamantes and Mrs. Morgan-Prager comprise the entirety of the board of directors of McClatchy Management Services, Inc.

(6)	Mr. Pruitt, Mr. Whittaker and Mr. Weil comprise the entirety of the board of directors of San Luis Obispo Tribune, LLC.

(7)	Mr. Pruitt, Mr. Talamantes and Mr. Hendricks comprise the entirety of the board of directors of McClatchy U.S.A., Inc., McClatchy Interactive West and Nittany Printing and Publishing Company.

(8)	Mr. Pruitt and Mr. Talamantes comprise the entirety of the board of directors of McClatchy Investment Company.

 

II-19

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(9)	Mr. Pruitt, Mr. Whittaker, Mr. Weil and Mrs. Morgan-Prager comprise the entirety of the board of directors of HLB Newspapers, Inc.

(10)	Mr. Pruitt, Mr. Talamantes, Mr. Whittaker, Mr. Weil and Mrs. Morgan-Prager comprise the entirety of the board of directors of Cypress Media, Inc.

(11)	Mr. Pruitt, Mr. Whittaker and Mrs. Morgan-Prager comprise the entirety of the board of directors of East Coast Newspapers, Inc.

(12)	Mr. Pruitt is also executing this power of attorney in his capacity as the Principal Executive Officer of certain of the Co-Registrants as listed above.

(13)	Mr. Talamantes is also executing this power of attorney in his capacity as the Principal Executive Officer or the Principal Financial and Accounting Officer of certain of the Co-Registrants as listed above.

 

II-20

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Exhibit Number		Description of Exhibit		If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
3.1.1		Restated Certificate of Incorporation of The McClatchy Company		Incorporated by reference from Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q filed July 27, 2006
3.1.2		Articles of Incorporation of Aboard Publishing, Inc.		Previously filed
3.1.3		Articles of Incorporation of Anchorage Daily News, Inc.		Previously filed
3.1.4		Certificate of Formation of Bellingham Herald Publishing, LLC		Previously filed
3.1.5		Articles of Incorporation of Belton Publishing Company, Inc.		Previously filed
3.1.6		Articles of Incorporation of Biscayne Bay Publishing, Inc.		Previously filed
3.1.7		Articles of Incorporation of Cass County Publishing Company		Previously filed
3.1.8		Articles of Incorporation of Columbus Ledger-Enquirer, Inc.		Previously filed
3.1.9		Certificate of Incorporation of Cypress Media, Inc.		Previously filed
3.1.10		Certificate of Formation of Cypress Media, LLC		Previously filed
3.1.11		Articles of Incorporation of East Coast Newspapers, Inc.		Previously filed
3.1.12		Articles of Incorporation of Gulf Publishing Company, Inc.		Previously filed
3.1.13		Articles of Incorporation of HLB Newspapers, Inc.		Previously filed
3.1.14		Certificate of Formation of Idaho Statesman Publishing, LLC		Previously filed
3.1.15		Articles of Incorporation of Keltatim Publishing Company, Inc.		Previously filed
3.1.16		Certifacate of Incorporation of Keynoter Publishing Company, Inc.		Previously filed
3.1.17		Articles of Incorporation of Lee’s Summit Journal, Incorporated		Previously filed
3.1.18		Articles of Incorporation of Lexington H-L Services, Inc.		Previously filed
3.1.19		Articles of Incorporation of Macon Telegraph Publishing Company		Previously filed
3.1.20		Articles of Incorporation of Mail Advertising Corporation		Previously filed
3.1.21		Certificate of Formation of McClatchy Interactive LLC		Previously filed
3.1.22		Certificate of Incorporation of McClatchy Interactive West		Previously filed
3.1.23		Certificate of Incorporation of McClatchy Investment Company		Previously filed
3.1.24		Certificate of Incorporation of McClatchy Management Services, Inc.		Previously filed
3.1.25		Certificate of Incorporation of McClatchy Newspapers, Inc.		Previously filed
3.1.26		Certificate of Incorporation of McClatchy U.S.A., Inc.		Previously filed
3.1.27		Certificate of Incorporation of Miami Herald Media Company		Previously filed
3.1.28		Articles of Incorporation of Newsprint Ventures, Inc.		Previously filed
3.1.29		Articles of Incorporation of Nittany Printing and Publishing Company		Previously filed

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Exhibit Number		Description of Exhibit		If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
3.1.30		Articles of Incorporation of Nor-Tex Publishing, Inc.		Previously filed
3.1.31		Certificate of Formation of Olympian Publishing, LLC		Previously filed
3.1.32		Articles of Incorporation of Olympic-Cascade Publishing, Inc.		Previously filed
3.1.33		Certificate of Incorporation of Pacific Northwest Publishing Company, Inc.		Previously filed
3.1.34		Articles of Incorporation of Quad County Publishing, Inc.		Previously filed
3.1.35		Certificate of Formation of San Luis Obispo Tribune, LLC		Previously filed
3.1.36		Certificate of Incorporation of Star-Telegram, Inc.		Previously filed
3.1.37		Articles of Incorporation of Tacoma News, Inc.		Previously filed
3.1.38		Articles of Incorporation of The Bradenton Herald, Inc.		Previously filed
3.1.39		Certificate of Incorporation of The Charlotte Observer Publishing Company		Previously filed
3.1.40		Articles of Incorporation of The News and Observer Publishing Company		Previously filed
3.1.41		Certificate of Incorporation of The State Media Company		Previously filed
3.1.42		Articles of Incorporation of The Sun Publishing Company, Inc.		Previously filed
3.1.43		Articles of Incorporation of Tribune Newsprint Company		Previously filed
3.1.44		Restated and Amended Articles of Incorporation of Wichita Eagle and Beacon Publishing Company, Inc.		Previously filed
3.1.45		Certificate of Incorporation of Wingate Paper Company		Previously filed
3.2.1		Amended and Restated Bylaws of The McClatchy Company		Incorporated by reference from Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed June 28, 2006
3.2.2		Bylaws of Aboard Publishing, Inc.		Previously filed
3.2.3		Bylaws of Anchorage Daily News, Inc.		Previously filed
3.2.4		Limited Liability Company Agreement of Bellingham Herald Publishing, LLC		Previously filed
3.2.5		Amended and Restated, Bylaws of Belton Publishing Company, Inc.		Previously filed
3.2.6		Bylaws of Biscayne Bay Publishing, Inc.		Previously filed
3.2.7		Amended and Restated, Bylaws of Cass County Publishing Company		Previously filed
3.2.8		Bylaws of Columbus Ledger-Enquirer, Inc.		Previously filed
3.2.9		Amended and Restated Bylaws of Cypress Media, Inc.		Previously filed
3.2.10		Limited Liability Company Agreement of Cypress Media, LLC		Previously filed
3.2.11		Bylaws of East Coast Newspapers, Inc.		Previously filed
3.2.12		Bylaws of Gulf Publishing Company, Inc.		Previously filed
3.2.13		Amended and Restated Bylaws of HLB Newspapers, Inc.		Previously filed

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Exhibit Number		Description of Exhibit		If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
3.2.14		Limited Liability Company Agreement of Idaho Statesman Publishing, LLC		Previously filed
3.2.15		Bylaws of Keltatim Publishing Company, Inc.		Previously filed
3.2.16		Bylaws of Keynoter Publishing Company, Inc.		Previously filed
3.2.17		Bylaws of Lee’s Summit Journal, Incorporated		Previously filed
3.2.18		Amended and Restated Bylaws of Lexington H-L Services, Inc.		Previously filed
3.2.19		Bylaws of Macon Telegraph Publishing Company		Previously filed
3.2.20		Amended and Restated Bylaws of Mail Advertising Corporation		Previously filed
3.2.21		Limited Liability Company Operating Agreement of McClatchy Interactive LLC		Previously filed
3.2.22		Bylaws of McClatchy Interactive West		Previously filed
3.2.23		Bylaws of McClatchy Investment Company		Previously filed
3.2.24		Bylaws of McClatchy Management Services, Inc.		Previously filed
3.2.25		Bylaws of McClatchy Newspapers, Inc.		Previously filed
3.2.26		Bylaws of McClatchy U.S.A., Inc.		Previously filed
3.2.27		Bylaws of Miami Herald Media Company		Previously filed
3.2.28		Bylaws of Newsprint Ventures, Inc.		Previously filed
3.2.29		Bylaws of Nittany Printing and Publishing Company		Previously filed
3.2.30		Bylaws of Nor-Tex Publishing, Inc.		Previously filed
3.2.31		Limited Liability Company Agreement of Olympian Publishing, LLC		Previously filed
3.2.32		Bylaws of Olympic-Cascade Publishing, Inc.		Previously filed
3.2.33		Bylaws of Pacific Northwest Publishing Company, Inc.		Previously filed
3.2.34		Bylaws of Quad County Publishing, Inc.		Previously filed
3.2.35		Operating Agreement of San Luis Obispo Tribune, LLC		Previously filed
3.2.36		Bylaws of Star-Telegram, Inc.		Previously filed
3.2.37		Bylaws of Tacoma News, Inc.		Previously filed
3.2.38		Bylaws of The Bradenton Herald, Inc.		Previously filed
3.2.39		Bylaws of The Charlotte Observer Publishing Company		Previously filed
3.2.40		Bylaws of The News and Observer Publishing Company		Previously filed
3.2.41		Amended and Restated Bylaws of The State Media Company		Previously filed
3.2.42		Bylaws of The Sun Publishing Company, Inc.		Previously filed
3.2.43		Bylaws of Tribune Newsprint Company		Previously filed
3.2.44		Bylaws of Wichita Eagle and Beacon Publishing Company, Inc.		Previously filed
3.2.45		Bylaws of Wingate Paper Company		Previously filed

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Exhibit Number		Description of Exhibit		If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC
4.1		Indenture dated February 11, 2010, among The McClatchy Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee		Incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed February 17, 2010
4.2		Form of 11.50% Senior Secured Notes due 2017		Contained in Exhibit 4.1
4.3		Form of Guaranty of 11.50% Senior Secured Notes due 2017		Contained in Exhibit 4.1
4.4		Registration Rights Agreement, dated as of February 11, 2010, among The McClatchy Company, the guarantors from time to time party thereto, and J.P. Morgan Securities Inc., as representative of the several initial purchasers		Incorporated by reference from Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed February 17, 2010
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”) relating to the validity of the securities registered hereby		Previously filed
5.2.1		Opinion of Davis Wright Termaine LLP		Previously filed
5.2.2		Opinion of Holland & Knight LLP		Previously filed
5.2.3		Opinion of Carlton Fields, P.A.		Contained herein
5.2.4		Opinion of Lewis, Rice & Fingersh, L.C. (Illinois)		Previously filed
5.2.5		Opinion of Fleeson, Gooing, Coulson & Kitch, L.L.C.		Previously filed
5.2.6		Opinion of Stoll Keenon Ogden PLLC		Previously filed
5.2.7		Opinion of Watkins Ludlam Winter & Stennis, P.A.		Previously filed
5.2.8		Opinion of Lewis, Rice & Fingersh, L.C. (Missouri)		Previously filed
5.2.9		Opinion of McGuire Woods LLP		Previously filed
5.2.10		Opinion of Eisenstein & Bower, LLP		Previously filed
5.2.11		Opinion of Wyche, Burgess, Freeman & Parham, P.A.		Previously filed
5.2.12		Opinion of Holland & Hart LLP		Previously filed
10.1		Security Agreement, dated as of February 11, 2010, among The McClatchy Company, each other grantor from time to time party thereto, and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent		Previously filed
10.4		First Lien Intercreditor Agreement, dated as of February 11, 2010, among The McClatchy Company, the other grantors party thereto, Bank of America, N.A., as Credit Agreement Collateral Agent, The Bank of New York Mellon Trust Company, as Senior Secured Notes Collateral Agent, and each additional collateral agent from time to time party thereto		Previously filed
12.1		Statement of Computation of Ratio of Earnings to Fixed Charges		Previously filed
23.1		Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm		Previously filed
23.2		Consent of WSGR		Contained in Exhibit 5.1
24.1		Power of Attorney (see page II-17 of the original filing of this Form S-4)		Previously filed
25.1		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A. to act as Trustee under the Indenture		Previously filed
99.1		Form of Letter of Transmittal		Previously filed
99.2		Form of Notice of Guaranteed Delivery		Previously filed
99.3		Form of Letter to Clients		Previously filed
99.4		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees		Previously filed
99.5		Guideline for Certification of Taxpayer Identification Number on Substitute IRS Form W-9		Previously filed