UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)*
The New York Times Company
(Name of Issuer)
Class A Common Stock (par value $0.10 per share)
(Title of Class of Securities)
650111107
(CUSIP Number)
William R. Lucas, Jr.
One Riverchase Parkway South
Birmingham, Alabama 35244
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 21, 2008
(Date of Event which Requires Filing
of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 650111107 |
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Page 2 of 22 |
1 |
NAME OF REPORTING PERSONS |
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|
Harbinger Capital Partners Master Fund I, Ltd. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
o |
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3 |
SEC USE ONLY |
|||
4 |
SOURCE OF FUNDS |
|||
|
WC |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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|
o |
|||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
Cayman Islands |
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NUMBER OF |
7 |
SOLE VOTING POWER |
||
|
0 |
|||
8 |
SHARED VOTING POWER |
|||
|
15,801,188 |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
|
0 |
|||
10 |
SHARED DISPOSITIVE POWER |
|||
|
15,801,188 |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
|
15,801,188 |
|||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
|
o |
|||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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|
11.05% |
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14 |
TYPE OF REPORTING PERSON* |
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|
CO |
|||
CUSIP No. 650111107 |
|
Page 3 of 22 |
1 |
NAME OF REPORTING PERSONS |
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Harbinger Capital Partners Offshore Manager, L.L.C. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
o |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
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AF |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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|
o |
|||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
Delaware |
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NUMBER OF |
7 |
SOLE VOTING POWER |
||
|
0 |
|||
8 |
SHARED VOTING POWER |
|||
|
15,801,188 |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
|
0 |
|||
10 |
SHARED DISPOSITIVE POWER |
|||
|
15,801,188 |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
|
15,801,188 |
|||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
|
o |
|||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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|
11.05% |
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14 |
TYPE OF REPORTING PERSON* |
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|
OO |
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CUSIP No. 650111107 |
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Page 4 of 22 |
1 |
NAME OF REPORTING PERSONS |
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HMC Investors, L.L.C. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
o |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
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|
AF |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|||
|
o |
|||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|||
|
Delaware |
|||
NUMBER OF |
7 |
SOLE VOTING POWER |
||
|
0 |
|||
8 |
SHARED VOTING POWER |
|||
|
15,801,188 |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
|
0 |
|||
10 |
SHARED DISPOSITIVE POWER |
|||
|
15,801,188 |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
|
15,801,188 |
|||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
|
o |
|||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
|
11.05% |
|||
14 |
TYPE OF REPORTING PERSON* |
|||
|
OO |
|||
CUSIP No. 650111107 |
|
Page 5 of 22 |
1 |
NAME OF REPORTING PERSONS |
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|
Harbinger Capital Partners Special Situations Fund, L.P. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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|
(a) |
o |
||
3 |
SEC USE ONLY |
|||
4 |
SOURCE OF FUNDS |
|||
|
WC |
|||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|||
|
o |
|||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|||
|
Delaware |
|||
NUMBER OF |
7 |
SOLE VOTING POWER |
||
|
0 |
|||
8 |
SHARED VOTING POWER |
|||
|
11,421,446 |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
|
0 |
|||
10 |
SHARED DISPOSITIVE POWER |
|||
|
11,421,446 |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
|
11,421,446 |
|||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
|
o |
|||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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|
7.99% |
|||
14 |
TYPE OF REPORTING PERSON* |
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|
PN |
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CUSIP No. 650111107 |
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Page 6 of 22 |
1 |
NAME OF REPORTING PERSONS |
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|
Harbinger Capital Partners Special Situations GP, LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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|
(a) |
o |
||
3 |
SEC USE ONLY |
|||
4 |
SOURCE OF FUNDS |
|||
|
AF |
|||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|||
|
o |
|||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|||
|
Delaware |
|||
NUMBER OF |
7 |
SOLE VOTING POWER |
||
|
0 |
|||
8 |
SHARED VOTING POWER |
|||
|
11,421,446 |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
|
0 |
|||
10 |
SHARED DISPOSITIVE POWER |
|||
|
11,421,446 |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
|
11,421,446 |
|||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
|
o |
|||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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|
7.99% |
|||
14 |
TYPE OF REPORTING PERSON* |
|||
|
OO |
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CUSIP No. 650111107 |
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Page 7 of 22 |
1 |
NAME OF REPORTING PERSONS |
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HMC - New York, Inc. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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|
(a) |
o |
||
3 |
SEC USE ONLY |
|||
4 |
SOURCE OF FUNDS |
|||
|
AF |
|||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|||
|
o |
|||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
New York |
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NUMBER OF |
7 |
SOLE VOTING POWER |
||
|
0 |
|||
8 |
SHARED VOTING POWER |
|||
|
11,421,446 |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
|
0 |
|||
10 |
SHARED DISPOSITIVE POWER |
|||
|
11,421,446 |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
|
11,421,446 |
|||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
|
o |
|||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
|
7.99% |
|||
14 |
TYPE OF REPORTING PERSON* |
|||
|
CO |
|||
CUSIP No. 650111107 |
|
Page 8 of 22 |
1 |
NAME OF REPORTING PERSONS |
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|
Harbert Management Corporation |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|||
|
(a) |
o |
||
3 |
SEC USE ONLY |
|||
4 |
SOURCE OF FUNDS |
|||
|
AF |
|||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|||
|
o |
|||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|||
|
Alabama |
|||
NUMBER OF |
7 |
SOLE VOTING POWER |
||
|
0 |
|||
8 |
SHARED VOTING POWER |
|||
|
27,222,634 |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
|
0 |
|||
10 |
SHARED DISPOSITIVE POWER |
|||
|
27,222,634 |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
|
27,222,634 |
|||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
|
o |
|||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
|
19.03% |
|||
14 |
TYPE OF REPORTING PERSON* |
|||
|
CO |
|||
CUSIP No. 650111107 |
|
Page 9 of 22 |
1 |
NAME OF REPORTING PERSONS |
|||
|
Philip Falcone |
|||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|||
|
(a) |
o |
||
3 |
SEC USE ONLY |
|||
4 |
SOURCE OF FUNDS |
|||
|
AF |
|||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|||
|
o |
|||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|||
|
U.S.A. |
|||
NUMBER OF |
7 |
SOLE VOTING POWER |
||
|
0 |
|||
8 |
SHARED VOTING POWER |
|||
|
27,222,634 |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
|
0 |
|||
10 |
SHARED DISPOSITIVE POWER |
|||
|
27,222,634 |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
|
27,222,634 |
|||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
|
o |
|||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
|
19.03% |
|||
14 |
TYPE OF REPORTING PERSON* |
|||
|
IN |
|||
CUSIP No. 650111107 |
|
Page 10 of 22 |
1 |
NAME OF REPORTING PERSONS |
|||
|
Raymond J. Harbert |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|||
|
(a) |
o |
||
3 |
SEC USE ONLY |
|||
4 |
SOURCE OF FUNDS |
|||
|
AF |
|||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|||
|
o |
|||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|||
|
U.S.A. |
|||
NUMBER OF |
7 |
SOLE VOTING POWER |
||
|
0 |
|||
8 |
SHARED VOTING POWER |
|||
|
27,222,634 |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
|
0 |
|||
10 |
SHARED DISPOSITIVE POWER |
|||
|
27,222,634 |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
|
27,222,634 |
|||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
|
o |
|||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
|
19.03% |
|||
14 |
TYPE OF REPORTING PERSON* |
|||
|
IN |
|||
CUSIP No. 650111107 |
|
Page 11 of 22 |
1 |
NAME OF REPORTING PERSONS |
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|
Michael D. Luce |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|||
|
(a) |
o |
||
3 |
SEC USE ONLY |
|||
4 |
SOURCE OF FUNDS |
|||
|
AF |
|||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|||
|
o |
|||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|||
|
U.S.A. |
|||
NUMBER OF |
7 |
SOLE VOTING POWER |
||
|
0 |
|||
8 |
SHARED VOTING POWER |
|||
|
27,222,634 |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
|
0 |
|||
10 |
SHARED DISPOSITIVE POWER |
|||
|
27,222,634 |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
|
27,222,634 |
|||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
|
o |
|||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
|
19.03% |
|||
14 |
TYPE OF REPORTING PERSON* |
|||
|
IN |
|||
CUSIP No. 650111107 |
|
Page 12 of 22 |
1 |
NAME OF REPORTING PERSONS |
|||
|
Harbinger Capital Partners NY, LLC |
|||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|||
|
(a) |
o |
||
3 |
SEC USE ONLY |
|||
4 |
SOURCE OF FUNDS |
|||
|
OO |
|||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|||
|
o |
|||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|||
|
Delaware |
|||
NUMBER OF |
7 |
SOLE VOTING POWER |
||
|
0 |
|||
8 |
SHARED VOTING POWER |
|||
|
27,222,434 |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
|
0 |
|||
10 |
SHARED DISPOSITIVE POWER |
|||
|
27,222,434 |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
|
27,222,434 |
|||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
|
¨ |
|||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
|
19.03% |
|||
14 |
TYPE OF REPORTING PERSON* |
|||
|
OO |
|||
CUSIP No. 650111107 |
|
Page 13 of 22 |
1 |
NAME OF REPORTING PERSONS |
|||
|
Firebrand Investments, LLC |
|||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|||
|
(a) |
o |
||
3 |
SEC USE ONLY |
|||
4 |
SOURCE OF FUNDS |
|||
|
OO |
|||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|||
|
o |
|||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|||
|
Delaware |
|||
NUMBER OF |
7 |
SOLE VOTING POWER |
||
|
0 |
|||
8 |
SHARED VOTING POWER |
|||
|
0 |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
|
0 |
|||
10 |
SHARED DISPOSITIVE POWER |
|||
|
0 |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
|
0 |
|||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
|
o |
|||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
|
Less than 1% |
|||
14 |
TYPE OF REPORTING PERSON* |
|||
|
OO |
|||
CUSIP No. 650111107 |
|
Page 14 of 22 |
1 |
NAME OF REPORTING PERSONS |
|||
|
Scott Galloway |
|||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|||
|
(a) |
o |
||
3 |
SEC USE ONLY |
|||
4 |
SOURCE OF FUNDS |
|||
|
AF |
|||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|||
|
o |
|||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|||
|
U.S.A. |
|||
NUMBER OF |
7 |
SOLE VOTING POWER |
||
|
0 |
|||
8 |
SHARED VOTING POWER |
|||
|
0 |
|||
9 |
SOLE DISPOSITIVE POWER |
|||
|
0 |
|||
10 |
SHARED DISPOSITIVE POWER |
|||
|
0 |
|||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
|
0 |
|||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|||
|
o |
|||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|||
|
Less than 1% |
|||
14 |
TYPE OF REPORTING PERSON* |
|||
|
IN |
|||
CUSIP No. 650111107 |
|
Page 15 of 22 |
Item 1. |
Security and Issuer. |
|
|
This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons on February 11, 2008 (the “Schedule 13D”), as Amended by Amendment No. 1 filed on February 19, 2008 and Amendment No. 2 filed on February 21, 2008, with respect to the Class A Common Stock, $0.10 par value per share (the “Shares”), of The New York Times Company, a New York corporation (the “Issuer”). The address of the Issuer is 620 Eighth Avenue, New York, NY 10018.
Item 2. |
Identity and Background. |
|
|
No material change.
Item 3. |
Source and Amount of Funds or Other Consideration. |
|
|
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
"As of the date hereof the Master Fund may be deemed to beneficially own 15,801,188 Shares.
As of the date hereof Harbinger Manager may be deemed to beneficially own 15,801,188 Shares.
As of the date hereof HMC Investors may be deemed to beneficially own 15,801,188 Shares.
As of the date hereof the Special Fund may be deemed to beneficially own 11,421,446 Shares.
As of the date hereof HCPSS may be deemed to beneficially own 11,421,446 Shares.
As of the date hereof HMCNY may be deemed to beneficially own 11,421,446 Shares.
As of the date hereof HMC may be deemed to beneficially own 27,222,634 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own 27,222,634 Shares.
As of the date hereof Raymond J. Harbert may be deemed to beneficially own 27,222,634 Shares.
As of the date hereof Michael D. Luce may be deemed to beneficially own 27,222,634 Shares.
As of the date hereof Harbinger NY may be deemed to beneficially own 27,222,434 Shares.
As of the date hereof Firebrand may be deemed to beneficially own 0 Shares.
As of the date hereof Scott Galloway may be deemed to beneficially own 0 Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.”
Item 4. |
Purpose of Transaction. |
|
|
CUSIP No. 650111107 |
|
Page 16 of 22 |
No material change.
Item 5. |
Interest in Securities of the Issuer. |
|
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Item 5 of the Schedule 13D is hereby amended by deleting paragraphs (a), (b) and (c) thereof and replacing such paragraphs with the following:
“(a, b) As of the date hereof, the Master Fund, by virtue of its control over the voting and disposition of the Shares acquired by Harbinger NY with capital contributed to Harbinger NY by the Master Fund, may be deemed to be the beneficial owner of 15,801,188 Shares, constituting 11.05% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.
The Master Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 15,801,188 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 15,801,188 Shares.
(a, b) As of the date hereof, Harbinger Manager may be deemed to be the beneficial owner of 15,801,188 Shares (such Shares held by the Master Fund and acquired by Harbinger NY with capital contributed to Harbinger NY by the Master Fund), constituting 11.05% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.
Harbinger Manager has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 15,801,188 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 15,801,188 Shares.
Harbinger Manager specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, HMC Investors may be deemed to be the beneficial owner of 15,801,188 Shares (such Shares held by the Master Fund and acquired by Harbinger NY with capital contributed to Harbinger NY by the Master Fund), constituting 11.05% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.
HMC Investors has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 15,801,188 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 15,801,188 Shares.
HMC Investors specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, the Special Fund, by virtue of its control over the voting and disposition of the Shares acquired by Harbinger NY with capital contributed to Harbinger NY by the Special Fund, may be deemed to be the beneficial owner of 11,421,446 Shares, constituting 7.99% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.
CUSIP No. 650111107 |
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Page 17 of 22 |
The Special Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 11,421,446 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 11,421,446 Shares.
The Special Fund specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of 11,421,446 Shares (such Shares held by the Special Fund and acquired by Harbinger NY with capital contributed to Harbinger NY by the Special Fund), constituting 7.99% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.
HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 11,421,446 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 11,421,446 Shares.
HCPSS specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, HMCNY may be deemed to be the beneficial owner of 11,421,446 Shares (such Shares held by the Special Fund and acquired by Harbinger NY with capital contributed to Harbinger NY by the Special Fund), constituting 7.99% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.
HMCNY has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 11,421,446 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 11,421,446 Shares.
HMCNY specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, HMC may be deemed to be the beneficial owner of 27,222,634 Shares (such Shares held by the Master Fund and the Special Fund and acquired by Harbinger NY with capital contributed to Harbinger NY by the Master Fund and the Special Fund, respectively), constituting 19.03% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.
HMC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 27,222,634 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 27,222,634 Shares.
HMC specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial owner of 27,222,634 Shares (such Shares held by the Master Fund and the Special Fund and acquired by Harbinger NY with capital contributed to Harbinger NY by the Master Fund and the Special Fund, respectively), constituting 19.03% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.
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Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 27,222,634 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 27,222,634 Shares.
Mr. Falcone specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.
(a, b) As of the date hereof, Raymond J. Harbert may be deemed to be the beneficial owner of 27,222,634 Shares (such Shares held by the Master Fund and the Special Fund and acquired by Harbinger NY with capital contributed to Harbinger NY by the Master Fund and the Special Fund, respectively), constituting 19.03% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.
Mr. Harbert has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 27,222,634 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 27,222,634 Shares.
Mr. Harbert specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.
(a, b) As of the date hereof, Michael D. Luce may be deemed to be the beneficial owner of 27,222,634 Shares (such Shares held by the Master Fund and the Special Fund and acquired by Harbinger NY with capital contributed to Harbinger NY by the Master Fund and the Special Fund, respectively), constituting 19.03% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.
Mr. Luce has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 27,222,634 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 27,222,634 Shares.
Mr. Luce specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.
(a, b) As of the date hereof, Harbinger NY may be deemed to be the beneficial owner of 27,222,434 Shares, constituting 19.03% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.
Harbinger NY has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 27,222,434 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 27,222,434 Shares.
(a, b) As of the date hereof, Firebrand may be deemed to be the beneficial owner of 0 Shares, constituting less than 1% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.
Firebrand has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 0 Shares.
(a, b) As of the date hereof, Scott Galloway may be deemed to be the beneficial owner of 0 Shares, constituting less than 1% of the Shares outstanding of the Issuer, based upon the 143,025,736 Shares stated to be outstanding as of November 4, 2007 by the Issuer in the Issuer’s Form 10-Q for the quarter ended September 30, 2007, filed with the United States Securities and Exchange Commission.
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Mr. Galloway has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 0 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 0 Shares.
(c) The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares by the Reporting Persons since the date of the filing of Amendment No. 2 are set forth in Exhibit K.”
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
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No material change.
Item 7. |
Material to be Filed as Exhibits. |
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Exhibit J: |
Joint Filing Agreement |
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Exhibit K: |
Transactions in the Class A Common Stock ($0.10 par value per share) |
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CUSIP No. 650111107 |
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Page 20 of 22 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. |
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By: |
Harbinger Capital Partners Offshore Manager, L.L.C. |
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By: |
HMC Investors, L.L.C., |
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Managing Member |
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By: |
/s/ William R. Lucas, Jr. |
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Name: |
William R. Lucas, Jr. |
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Title: |
Executive Vice President |
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HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C.* |
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By: |
HMC Investors, L.L.C., |
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Managing Member |
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By: |
/s/ William R. Lucas, Jr. |
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Name: |
William R. Lucas, Jr. |
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Title: |
Executive Vice President |
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HMC INVESTORS, L.L.C.* |
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By: |
/s/ William R. Lucas, Jr. |
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Name: |
William R. Lucas, Jr. |
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Title: |
Executive Vice President |
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CUSIP No. 650111107 |
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Page 21 of 22 |
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HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. |
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By: |
Harbinger Capital Partners Special Situations GP, LLC |
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By: |
HMC – New York, Inc. |
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Managing Member |
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By: |
/s/ William R. Lucas, Jr. |
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Name: |
William R. Lucas, Jr. |
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Title: |
Executive Vice President |
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HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC.* |
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By: |
HMC – New York, Inc. |
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Managing Member |
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By: |
/s/ William R. Lucas, Jr. |
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Name: |
William R. Lucas, Jr. |
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Title: |
Executive Vice President |
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HMC – NEW YORK, INC.* |
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By: |
/s/ William R. Lucas, Jr. |
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Name: |
William R. Lucas, Jr. |
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Title: |
Executive Vice President |
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HARBERT MANAGEMENT CORPORATION* |
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By: |
/s/ William R. Lucas, Jr. |
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Name: |
William R. Lucas, Jr. |
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Title: |
Executive Vice President |
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CUSIP No. 650111107 |
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Page 22 of 22 |
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/s/ Philip Falcone* |
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Philip Falcone |
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/s/ Raymond J. Harbert* |
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Raymond J. Harbert |
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/s/ Michael D. Luce* |
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Michael D. Luce |
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/s/ Scott Galloway* |
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Scott Galloway |
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HARBINGER CAPITAL PARTNERS NY, LLC |
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By: |
Harbinger Capital Partners Master Fund |
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I, Ltd., its manager |
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By: |
Harbinger Capital Partners Offshore |
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Manager, L.L.C., its investment manager |
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By: |
HMC Investors, L.L.C., its managing member |
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/s/ William R. Lucas, Jr. |
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Name: |
William R. Lucas, Jr. |
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Title: |
Executive Vice President |
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FIREBRAND INVESTMENTS, LLC* |
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By: |
/s/ Scott Galloway |
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Name: |
Scott Galloway |
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Title: |
Founder and CIO |
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February 25, 2008
*The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein.