Estate of Charles K. McClatchy, Deceased, William K. Coblentz and James McClatchy, Personal Representative - Page 3

                                        - 3 -                                         

          706, United States Estate (and Generation-Skipping Transfer) Tax            
          Return at a $12.3375 per share value for a total value of                   
          $25,647,996.94.                                                             
               Decedent was a director, chairman of the board, and chief              
          executive officer (CEO) of the Company at the time of his death.            
          The Company had two classes of common stock:  Class A, which was            
          publicly traded, and Class B, which was not.                                
               The Class A and Class B stock had identical dividend rights            
          and equal rights in the event of dissolution or liquidation.  The           
          Class B stock had superior voting rights.  Class A shareholders             
          were entitled to one vote per share; Class B shareholders were              
          generally entitled to 10 votes per share.  Each share of Class B            
          stock was convertible at any time at the option of the holder               
          into one share of Class A stock, subject to the restrictions set            
          out in a Stockholders' Agreement.  At the time of his death                 
          decedent owned no Class A stock.                                            
               Decedent was an Affiliate of the Company for Federal                   
          securities law purposes because he was CEO and a director of the            
          Company, a Class B shareholder, and had beneficial ownership of             
          Class B shares as trustee and beneficiary of certain trusts                 
          holding Class B stock.                                                      
               The Class B stock owned by decedent prior to his death was             
          unregistered and restricted for Federal securities law purposes             
          under Rule 144 of the Securities Act of 1933 (S.E.C. Rule 144).             





Page:  Previous  1  2  3  4  5  6  7  8  9  10  11  12  13  14  15  16  Next

Last modified: May 25, 2011