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Morgan Stanley Investment Management Ltd, et al. – ‘SC 13D’ on 4/18/06 re: New York Times Co – EX-1

On:  Tuesday, 4/18/06, at 2:18pm ET   ·   Accession #:  950136-6-2987   ·   File #:  5-16273

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/18/06  Morgan Stanley Inv Management Ltd SC 13D                 3:33K  New York Times Co                 Capital Systems 01/FA
          Morgan Stanley

General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership           HTML     45K 
 2: EX-1        Underwriting Agreement                              HTML     11K 
 3: EX-2        Joint Filing Statement                              HTML      6K

EX-1   —   Underwriting Agreement

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| CUSIP Number    650111107 |         13D                | PAGE 15 OF 17 PAGES |
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                                    EXHIBIT 1

Unless the context otherwise requires, the term "Morgan Stanley" means Morgan
Stanley and its consolidated subsidiaries.

         (a) In April 2003, Morgan Stanley & Co. Incorporated ("MS&Co."), along
         with nine other financial services firms operating in the U.S., reached
         a settlement with the Securities and Exchange Commission ("SEC"), the
         New York State Attorney General's Office, the New York Stock Exchange
         ("NYSE"), the National Association of Securities Dealers, Inc.
         ("NASD"), and the North American Securities Administrators Association
         (on behalf of state securities regulators) to resolve their
         investigations relating to alleged research conflicts of interest.
         Without admitting or denying allegations with respect to violations of
         certain rules of the NYSE and NASD relating to investment research
         activities (there were no allegations of fraud or federal securities
         law violations made against MS&Co.), Morgan Stanley agreed, among other
         things, to (1) pay $25 million as a penalty, (2) pay $25 million as
         disgorgement of commissions and other monies, (3) provide $75 million
         over five years to make available independent third-party research to
         clients and (4) be permanently enjoined from violating certain rules of
         the NYSE and NASD relating to investment research activities.

         (b) In November 2003, Morgan Stanley DW Inc. ("MSDWI") consented,
         without admitting or denying the findings, to an entry of an order (the
         "Order") that resolved the SEC's and NASD's investigations into certain
         practices relating to MSDWI's offer and sale of certain mutual funds
         from January 1, 2000 to the date of the Order. Pursuant to the Order,
         MSDWI was ordered to (1) cease and desist from committing any
         violations and any future violations of Section 17(a)(2) of the
         Securities Act of 1933, as amended, and Rule 10b-10 under the
         Securities Exchange Act of 1934, as amended, (2) distribute for the
         benefit of certain customers who purchased funds through MSDWI pursuant
         to marketing arrangements between MSDWI and certain mutual fund
         complexes the amount of $50 million and (3) make certain disclosures
         and take certain other actions with respect to proprietary mutual
         funds.

         (c) In November 2004, Morgan Stanley reached a settlement with the SEC
         to resolve an informal accounting investigation by executing an offer
         of settlement and agreeing to entry of a cease-and-desist order. The
         SEC found that Morgan Stanley valued certain impaired aircraft in its
         aircraft leasing business in late 2001, late 2002 and early 2003, and
         certain bonds in its high-yield bond portfolio in late 2000, in a
         manner that did not comply with generally accepted accounting
         principles, and thus violated financial reporting, recordkeeping and
         internal control provisions of the federal securities laws. The
         resolution did not involve any restatement of past financial
         statements, any monetary penalty or any allegation of fraud.

         (d) In December 2004, MS&Co. and MSDWI reached a settlement with the
         NYSE under which Morgan Stanley executed two stipulations of facts and
         consent to penalty. The first stipulation was with respect to Morgan
         Stanley's failure to comply with certain prospectus delivery
         requirements, operational deficiencies and other matters, and


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| CUSIP Number    650111107 |         13D                | PAGE 16 OF 17 PAGES |
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         included a fine of $13 million. The second stipulation was with respect
         to employee defalcations, and included a fine of $6 million.

         (e) In January 2005, the SEC announced a settlement with MS&Co. and
         Goldman Sachs & Co. resolving the SEC's investigation relating to
         initial public offering ("IPO") allocation practices. The SEC filed a
         settled civil injunction action in the United States District Court for
         the District of Columbia against MS&Co. relating to the allocation of
         stock to institutional customers in IPOs underwritten during 1999 and
         2000. Under the terms of the settlement, Morgan Stanley agreed, without
         admitting or denying the allegations, to the entry of a judgment
         enjoining it from violating Rule 101 of Regulation M and the payment of
         a $40 million civil penalty. The court approved the settlement on
         February 4, 2005. The complaint alleges that MS&Co. violated Rule 101
         of Regulation M by attempting to induce certain customers who received
         allocations of IPOs to place purchase orders for additional shares in
         the aftermarket.

In addition, MS&Co. and MSDWI have been involved in a number of civil
proceedings which concern matters arising in connection with the conduct of its
business. Certain of such proceedings have resulted in findings of violation of
federal or state securities laws. Each of these proceedings was settled by
MS&Co. and MSDWI consenting to the entry of an order without admitting or
denying the allegations in the complaint. All of such proceedings are reported
and summarized in the MS&Co. Form BD and the MSDWI Form BD filed with the SEC,
which descriptions are hereby incorporated by reference.

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 13D’ Filing    Date First  Last      Other Filings
Filed on:4/18/064,  4/A,  DEF 14A
2/4/053
1/1/002
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Filing Submission 0000950136-06-002987   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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