SC 13D/A 1 kria.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment 1 Under the Securities Exchange Act of 1934 Knight-Ridder, Inc. (Name of Issuer) Common Stock, par value $0.02 1/12 per share (Title of Class of Securities) 499040103 (CUSIP Number) Mr. Chad Atkins Private Capital Management, L.P. 8889 Pelican Bay Blvd. Suite 500 Naples, FL 34108 (239) 254-2500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 10, 2005 (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 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X] CUSIP No. 499040103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Private Capital Management, L.P. (I.R.S. Number 59-3654603) Mr. Bruce S. Sherman Mr. Gregg J. Powers 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Private Capital Management, L.P. Delaware Mr. Bruce S. Sherman USA Mr. Gregg J. Powers USA 7. Sole Voting Power Private Capital Management, L.P. 0 Mr. Bruce S. Sherman 0 Mr. Gregg J. Powers 0 8. Shared Voting Power (Estimated as of 11/10/2005) Private Capital Management, L.P. 9,100,000 Mr. Bruce S. Sherman 9,100,000 Mr. Gregg J. Powers 9,100,000 9. Sole Dispositive Power Private Capital Management, L.P. 0 Mr. Bruce S. Sherman 0 Mr. Gregg J. Powers 0 10. Shared Dispositive Power Private Capital Management, L.P. 12,764,105 Mr. Bruce S. Sherman 12,764,105 Mr. Gregg J. Powers 12,764,105 11. Aggregate Amount Beneficially Owned by Each Reporting Person Private Capital Management, L.P. 12,764,105 Mr. Bruce S. Sherman 12,764,105 Mr. Gregg J. Powers 12,764,105 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) Private Capital Management, L.P. 19.0% Mr. Bruce S. Sherman 19.0% Mr. Gregg J. Powers 19.0% 14. Type of Reporting Person (See Instructions) Private Capital Management, L.P. IA Mr. Bruce S. Sherman IN Mr. Gregg J. Powers IN This amendment 1 supplements and amends the Schedule 13D filed by Private Capital Management, L.P. ("PCM") on November 1, 2005 (along with exhibits, the "November 1 Filing"). Item 3 is hereby amended as follows: Source and Amount of Funds or Other Consideration. PCM currently maintains investment discretion over 12,764,105 shares of Common Stock which were acquired on behalf of its clients at an aggregate purchase price of $836,974,194.06. Funds for these purchases were derived from PCM clients. Item 4 is hereby supplemented as follows: Purpose of Transaction. As described in the November 1 Filing, the shares of Common Stock of the Company were purchased by the Reporting Persons on behalf of Private Capital Management, L.P. clients for investment purposes. On November 3, 2005, two additional large shareholders of the Company made Schedule 13D filings addressing concerns raised by the Reporting Persons in the November 1 Filing. Also on November 3, 2005, a spokesman for the Company publicly acknowledged the filings made by shareholders and stated that the Company would respond to its shareholders "in due course." In light of the Company's limited response to the serious concerns raised by a significant portion of the Company's shareholders, the Reporting Persons are currently reviewing governance options and other courses of action regarding the Company and anticipate that they may nominate a slate of directors for election by shareholders at the Company's 2006 annual meeting. The actions ultimately initiated by the Reporting Persons, if any, will in part depend on the Reporting Persons' evaluation of actions taken or proposed by the Company and others. In addition, the Reporting Persons expect to unilaterally engage in other activities focused on realizing fair value for the Company's shareholders including, among other things, engaging in discussions with the Company, other shareholders and third parties regarding issues related to the maximization of shareholder value. In making this filing and engaging in activities described herein and in the November 1 Filing, the Reporting Persons are acting and intend to continue to act on their own accord on behalf of Private Capital Management clients and not in concert with any other investor or as a part of any group. Except as set forth herein and in the November 1 Filing, Private Capital Management has no present plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) and 4(j)of Schedule 13D. Item 5 is hereby amended as follows: Interest in Securities of the Issuer. (a) Number of Percentage Reporting Person Shares of Shares Private Capital Management, L.P. 12,764,105 19.0% Mr. Bruce S. Sherman 12,764,105 19.0% Mr. Gregg J. Powers 12,764,105 19.0% As Chairman of PCM, Mr. Sherman may be deemed to be a beneficial owner of shares of the Common Stock held in PCM client accounts. As President of PCM, Mr. Powers may also be deemed to be a beneficial owner of shares of the Common Stock held in PCM client accounts. While Mr. Sherman, Mr. Powers and PCM may be deemed to be beneficial owners of shares of the Common Stock held in PCM client accounts, the filing of this Schedule 13D shall not be construed as an admission that such persons are the beneficial owners of any such securities. PCM, Mr. Sherman and Mr. Powers each disclaims ownership of the shares of the Common Stock held in the accounts of PCM clients. (b) PCM currently exercises voting authority over shares of Common Stock held in the accounts of PCM clients that have delegated proxy voting authority to PCM. Such voting authority may be withdrawn by PCM clients at any time. Sole power to vote or direct the vote: Private Capital Management, L.P. 0 Mr. Bruce S. Sherman 0 Mr. Gregg J. Powers 0 Shared power to vote or direct the vote: Private Capital Management, L.P. 9,100,000 Mr. Bruce S. Sherman 9,100,000 Mr. Gregg J. Powers 9,100,000 (Estimated as of 11/10/2005) Sole power to dispose or to direct the disposition: Private Capital Management, L.P. 0 Mr. Bruce S. Sherman 0 Mr. Gregg J. Powers 0 Shared power to dispose or direct the disposition: Private Capital Management, L.P. 12,764,105 Mr. Bruce S. Sherman 12,764,105 Mr. Gregg J. Powers 12,764,105 (c) The following table sets forth the Reporting Persons' transactions in the shares of the Common Stock during the last 60 days: Private Capital Management, L.P. All transactions listed in the schedule below were client directed and PCM did not exercise any investment discretion. Number of Average Transaction Date Shares Price Per Share Effected 9/22/05 300 59.09 Open Market Sale 9/28/05 400 57.93 Open Market Sale 10/05/05 800 57.69 Open Market Sale 10/11/05 500 55.96 Open Market Sale 10/12/05 600 55.05 Open Market Sale 10/12/05 2600 55.29 Open Market Purchase 10/13/05 5000 55.17 Open Market Sale 10/18/05 1100 54.66 Open Market Sale 10/19/05 1400 53.62 Open Market Sale 10/20/05 1600 54.02 Open Market Sale 10/21/05 700 53.18 Open Market Sale 10/24/05 1505 53.88 Open Market Sale 10/25/05 1000 53.86 Open Market Sale 10/26/05 5300 54.00 Open Market Sale 10/27/05 4800 54.02 Open Market Sale 10/28/05 2300 53.90 Open Market Sale 10/31/05 9100 53.43 Open Market Sale 11/01/05 400 57.36 Open Market Sale 11/02/05 2400 59.05 Open Market Sale 11/03/05 4000 61.36 Open Market Sale 11/04/05 2500 61.80 Open Market Sale 11/07/05 9000 63.14 Open Market Sale 11/08/05 4900 61.86 Open Market Sale 11/09/05 500 61.70 Open Market Sale The table above does not reflect shares removed from PCM's investment discretion by clients. Mr. Bruce S. Sherman No Transactions Mr. Gregg J. Powers No Transactions (d) PCM, an investment advisor registered under the Investment Advisors Act of 1940, pursuant to investment advisory contracts with its clients has shared dispositive power over the shares of the Common Stock in the PCM investment advisory accounts of clients. The individual clients, none of whom individually owns beneficially more than 5% of the total class of such securities, have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of the shares of the Common Stock. (e) Not applicable Item 7. Exhibits. Exhibit 1 - Letter to the Board of Directors of of Knight-Ridder, Inc., dated November 1, 2005. Copy previously filed with November 1 Filing. 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. Dated: November 10, 2005 PRIVATE CAPITAL MANAGEMENT, L.P. By: /s/Bruce S. Sherman Bruce S. Sherman, CEO /s/Bruce S. Sherman Bruce S. Sherman, CEO /s/Gregg J. Powers Gregg J. Powers, President