-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ObXYrU6RB259T2hqxk8HTMhwrudDhaid/v6HRlvsFsakcqir8K+ftx3FUFThLv5q CkO4+x3W64qGIoYHPPgrYw== 0000891618-02-002579.txt : 20020524 0000891618-02-002579.hdr.sgml : 20020524 20020524131007 ACCESSION NUMBER: 0000891618-02-002579 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020524 EFFECTIVENESS DATE: 20020524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNIGHT RIDDER INC CENTRAL INDEX KEY: 0000205520 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 380723657 STATE OF INCORPORATION: FL FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-89016 FILM NUMBER: 02661953 BUSINESS ADDRESS: STREET 1: 50 W SAN FRANCISCO ST CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089387700 MAIL ADDRESS: STREET 1: 50 W SAN FRANCISCO ST CITY: SAN JOSE STATE: CA ZIP: 95113 FORMER COMPANY: FORMER CONFORMED NAME: KNIGHT RIDDER NEWSPAPERS INC /FL/ DATE OF NAME CHANGE: 19860707 S-8 1 f81956ors-8.txt FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 2002 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- KNIGHT-RIDDER, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------------- FLORIDA 38-0723657 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 50 WEST SAN FERNANDO ST. SAN JOSE, CA 95113-2413 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ------------------------- EMPLOYEE STOCK OPTION PLAN (FULL TITLE OF THE PLAN) ------------------------- GORDON YAMATE, ESQ. VICE PRESIDENT AND GENERAL COUNSEL 50 WEST SAN FERNANDO ST. SAN JOSE, CA 95113-2413 (NAME AND ADDRESS OF AGENT FOR SERVICE) (408) 938-7700 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPY TO: BARBARA M. LANGE, ESQ. ORRICK, HERRINGTON & SUTCLIFFE LLP OLD FEDERAL RESERVE BANK BUILDING 400 SANSOME STREET SAN FRANCISCO, CA 94111-3143 (415) 392-1122 CALCULATION OF REGISTRATION FEE
=============================== ================== ================ ================== ================ PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE - ------------------------------- ------------------ ---------------- ------------------ ---------------- Common Stock,(2) 4,000,000 shares $66.96 $267,840,000 $24,641.28 par value $.02 1/12 per share =============================== ================== ================ ================== ================
(1) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been calculated on the basis of $66.96 per share, the average of the high and low price of the Common Stock on the New York Stock Exchange on May 20, 2002. (2) Includes Preferred Stock Purchase Rights which, prior to the occurrence of certain events, will not be exercisable or evidenced separately from the Common Stock. ================================================================================ PART II - INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 GENERAL INSTRUCTION E INFORMATION This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of Knight-Ridder, Inc. (the "Company") relating to the Employee Stock Option Plan is effective. The Company's Form S-8 Registration Statements Nos. 33-68171 and 33-80163 are hereby incorporated by reference. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by the Company under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference to this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 30, 2001; (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 30, 2001; and (c) The description of the Company's Common Stock and Preferred Stock Purchase Rights contained in the Company's registration statements, including any subsequent amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in a subsequently filed document which is also incorporated by reference herein modifies or supersedes such statement. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of the securities offered hereby has been passed on for the Company by Gordon Yamate. Mr. Yamate is Vice President and General Counsel of the Company and at May 20, 2002 beneficially owned 33,097 shares of the Company's Common Stock. ITEM 8. EXHIBITS
EXHIBIT NUMBER NAME ------- ---- 5.1 Opinion of Gordon Yamate, Esq. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Gordon Yamate, Esq. is included in Exhibit 5.1 to this Registration Statement. 24.1 Powers of Attorney.
ITEM 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: 2 (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set for the in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California on the 22nd of May, 2002. KNIGHT-RIDDER, INC. By: /s/ MARY JEAN CONNORS ------------------------------------ Mary Jean Connors Senior Vice President/Human Resources Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- Principal Executive Officer: * P. ANTHONY RIDDER Chairman of the Board and May 24, 2002 - -------------------------------------- Chief Executive Officer P. Anthony Ridder Principal Financial Officer: * GARY R. EFFREN Chief Financial Officer and May 24, 2002 - -------------------------------------- Senior Vice Gary R. Effren President/Finance Principal Accounting Officer: * MARGARET RANDAZZO Vice President/Controller May 24, 2002 - -------------------------------------- Margaret Randazzo
4
SIGNATURE TITLE DATE --------- ----- ---- Directors: *JAMES I. CASH, JR. Director May 24, 2002 - -------------------------------------- James I. Cash, Jr. *KATHLEEN FOLEY FELDSTEIN Director May 24, 2002 - -------------------------------------- Kathleen Foley Feldstein *THOMAS P. GERRITY Director May 24, 2002 - -------------------------------------- Thomas P. Gerrity *PATRICIA MITCHELL Director May 24, 2002 - -------------------------------------- Patricia Mitchell *M. KENNETH OSHMAN Director May 24, 2002 - -------------------------------------- M. Kenneth Oshman *RANDALL L. TOBIAS Director May 24, 2002 - -------------------------------------- Randall L. Tobias *GONZALO F. VALDES-FAULI Director May 24, 2002 - -------------------------------------- Gonzalo F. Valdes-Fauli *JOHN L. WEINBERG Director May 24, 2002 - -------------------------------------- John L. Weinberg * By: /s/ GORDON YAMATE ---------------------------------- Gordon Yamate, as attorney-in-fact
5 EXHIBIT INDEX
EXHIBIT NUMBER NAME ------- ---- 5.1 Opinion of Gordon Yamate, Esq. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Gordon Yamate, Esq. is included in Exhibit 5.1 to this Registration Statement. 24.1 Powers of Attorney.
6 EX-5.1 3 f81956orex5-1.txt EXHIBIT 5.1 EXHIBIT 5.1 May 24, 2002 Knight-Ridder, Inc. 50 West San Fernando Street San Jose, CA 95113-2413 Registration Statement on Form S-8 -- Employee Stock Option Plan Ladies and Gentlemen: I am the Vice President and General Counsel of Knight-Ridder, Inc. (the "Company") and have acted as such in connection with the proposed filing with the Securities and Exchange Commission expected to be made on or about the date set forth above under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") for the purpose of registering 4,000,000 shares (the Shares") of the Company's Common Stock, par value $.02 1/12 per share (with associated preferred stock purchase rights), which may be issued under the Company's Employee Stock Option Plan, as amended (the "Plan"). In rendering my opinion, I have examined and shall be entitled to rely upon originals or copies, certified or otherwise identified to my satisfaction, of such documents, instruments and certificates as I have deemed necessary for purposes of this opinion, including without limitation (i) the Registration Statement, (ii) the Amended and Restated Articles of Incorporation and Bylaws of the Company, as amended, (iii) the Plan, (iv) a certificate dated May 17, 2002 received from the Florida Secretary of State's Office to the effect that the Company is in good standing under the laws of that state, (v) one or more officer's certificates as to certain factual matters, (vi) the minutes of the January 22, 2002 meeting of the Board of Directors of the Company relating to an amendment of the Plan, (vii) the minutes of the April 23, 2002 meeting of the shareholders of the Company relating to an amendment of the Plan and (viii) such other documents of the Company as I have deemed necessary or appropriate for the purpose of the opinion expressed herein. In connection with the foregoing, I have assumed the authenticity of all records, documents and instruments submitted to me as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to me as copies and the due authorization, execution and delivery of the applicable records, documents and instruments by the parties thereto. Knight-Ridder, Inc. May 24, 2002 Page 2 I am a member of the Bar of the State of California, and the opinion set forth below is restricted to matters governed by the laws of the State of Florida and the federal securities laws. For purposes of this opinion, I have assumed with your permission that the laws of the State of Florida are the same as the laws of the State of California. Based upon the foregoing and the qualifications and limitations set forth below, I am of the opinion that when (i) the Registration Statement and any amendments thereto filed with the Securities and Exchange Commission have become effective, (ii) the applicable provisions of such state securities laws as may be applicable have been complied with, (iii) payment of the purchase price is made by participating employees in the manner provided by the Plan, and (iv) the Shares are otherwise issued and sold in accordance with the Plan, the Shares will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. I also consent to use of my name under Item 5, "Interests of Named Experts and Counsel," in the Registration Statement. However, this opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without my prior written consent. Very truly yours, /s/ Gordon Yamate EX-23.1 4 f81956orex23-1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 to be filed on or about May 23, 2002, pertaining to the Employee Stock Option Plan of Knight-Ridder, Inc. of our report dated January 18, 2002, with respect to the consolidated financial statements and schedule of Knight-Ridder, Inc. included in its Annual Report (Form 10-K) for the year ended December 30, 2001, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California May 21, 2002 EX-24.1 5 f81956orex24-1.txt EXHIBIT 24.1 EXHIBIT 24.1 POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT EMPLOYEE STOCK OPTION PLAN KNOW ALL PERSONS BY THESE PRESENTS: The undersigned, a director and officer of Knight-Ridder, Inc. (the "Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate, and each of them, with full power of substitution and resubstitution, his/her true and lawful attorney-in-fact and agent to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Employee Stock Option Plan, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, and grants unto each of said attorneys and his/her substitutes full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 16th day of May, 2002. /s/ P. Anthony Ridder Chairman of the Board and - ----------------------------------- Chief Executive Officer P. Anthony Ridder
POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT EMPLOYEE STOCK OPTION PLAN KNOW ALL PERSONS BY THESE PRESENTS: The undersigned, an officer of Knight-Ridder, Inc. (the "Company"), hereby constitutes and appoints Gordon Yamate and Margaret Randazzo, with full power of substitution and resubstitution, his true and lawful attorney-in-fact and agent to execute in his name, place and stead in such capacity or capacities (whether on behalf of the Company, as an officer of the Company or otherwise), any and all instruments which said attorney may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Employee Stock Option Plan, including, without limitation, power and authority to sign his name (whether on behalf of the Company, as an officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, and grants unto said attorney and his/her substitutes full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his name hereto as of this 16th day of May, 2002. /s/ Gary R. Effren Chief Financial - ----------------------------------- Officer and Senior Vice President/Finance Gary R. Effren
POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT EMPLOYEE STOCK OPTION PLAN KNOW ALL PERSONS BY THESE PRESENTS: The undersigned, an officer of Knight-Ridder, Inc. (the "Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate, and each of them, with full power of substitution and resubstitution, his true and lawful attorney-in-fact and agent to execute in his name, place and stead in such capacity or capacities (whether on behalf of the Company, as an officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Employee Stock Option Plan, including, without limitation, power and authority to sign his name (whether on behalf of the Company, as an officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, and grants unto each of said attorneys and his/her substitutes full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his name hereto as of this 16th day of May, 2002. /s/ Margaret Randazzo Vice President/ - ----------------------------------- Controller Margaret Randazzo
POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT EMPLOYEE STOCK OPTION PLAN KNOW ALL PERSONS BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc. (the "Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate, and each of them, with full power of substitution and resubstitution, his/her true and lawful attorney-in-fact and agent to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Employee Stock Option Plan, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, and grants unto each of said attorneys and his/her substitutes full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 16th day of May, 2002. /s/ James I. Cash, Jr. Director - ----------------------------------- James I. Cash, Jr.
POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT EMPLOYEE STOCK OPTION PLAN KNOW ALL PERSONS BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc. (the "Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate, and each of them, with full power of substitution and resubstitution, his/her true and lawful attorney-in-fact and agent to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Employee Stock Option Plan, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, and grants unto each of said attorneys and his/her substitutes full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 21st day of May, 2002. /s/ Kathleen Foley Feldstein Director - ----------------------------------- Kathleen Foley Feldstein
POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT EMPLOYEE STOCK OPTION PLAN KNOW ALL PERSONS BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc. (the "Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate, and each of them, with full power of substitution and resubstitution, his/her true and lawful attorney-in-fact and agent to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Employee Stock Option Plan, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, and grants unto each of said attorneys and his/her substitutes full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 16th day of May, 2002. /s/ Thomas P. Gerrity Director - ----------------------------------- Thomas P. Gerrity
POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT EMPLOYEE STOCK OPTION PLAN KNOW ALL PERSONS BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc. (the "Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate, and each of them, with full power of substitution and resubstitution, his/her true and lawful attorney-in-fact and agent to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Employee Stock Option Plan, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, and grants unto each of said attorneys and his/her substitutes full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 17th day of May, 2002. /s/ Patricia Mitchell Director - ----------------------------------- Patricia Mitchell
POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT EMPLOYEE STOCK OPTION PLAN KNOW ALL PERSONS BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc. (the "Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate, and each of them, with full power of substitution and resubstitution, his/her true and lawful attorney-in-fact and agent to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Employee Stock Option Plan, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, and grants unto each of said attorneys and his/her substitutes full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 16th day of May, 2002. /s/ M. Kenneth Oshman Director - ----------------------------------- M. Kenneth Oshman
POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT EMPLOYEE STOCK OPTION PLAN KNOW ALL PERSONS BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc. (the "Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate, and each of them, with full power of substitution and resubstitution, his/her true and lawful attorney-in-fact and agent to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Employee Stock Option Plan, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, and grants unto each of said attorneys and his/her substitutes full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 16th day of May, 2002. /s/ Randall L. Tobias Director - ----------------------------------- Randall L. Tobias
POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT EMPLOYEE STOCK OPTION PLAN KNOW ALL PERSONS BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc. (the "Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate, and each of them, with full power of substitution and resubstitution, his/her true and lawful attorney-in-fact and agent to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Employee Stock Option Plan, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, and grants unto each of said attorneys and his/her substitutes full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 17th day of May, 2002. /s/ Gonzalo F. Valdes-Fauli Director - ----------------------------------- Gonzalo F. Valdes-Fauli
POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT EMPLOYEE STOCK OPTION PLAN KNOW ALL PERSONS BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc. (the "Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate, and each of them, with full power of substitution and resubstitution, his/her true and lawful attorney-in-fact and agent to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Employee Stock Option Plan, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, and grants unto each of said attorneys and his/her substitutes full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 16th day of May, 2002. /s/ John L. Weinberg Director - ----------------------------------- John L. Weinberg
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