SC 13D/A 1 kri.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment 2 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) February 16, 2006 (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 2/15/2006) Private Capital Management, L.P. 8,750,000 Mr. Bruce S. Sherman 8,750,000 Mr. Gregg J. Powers 8,750,000 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. 12,153,658 Mr. Bruce S. Sherman 12,153,658 Mr. Gregg J. Powers 12,153,658 11. Aggregate Amount Beneficially Owned by Each Reporting Person Private Capital Management, L.P. 12,153,658 Mr. Bruce S. Sherman 12,153,658 Mr. Gregg J. Powers 12,153,658 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. 18.0% Mr. Bruce S. Sherman 18.0% Mr. Gregg J. Powers 18.0% 14. Type of Reporting Person (See Instructions) Private Capital Management, L.P. IA Mr. Bruce S. Sherman IN Mr. Gregg J. Powers IN Item 3. Source and Amount of Funds or Other Consideration. PCM (currently maintains investment discretion over) has acquired 12,153,658 shares of Common Stock at an aggregate purchase price of $796,381,476.99 on behalf of its clients. Funds for these purchases were derived from PCM clients. Item 5. Interest in Securities of the Issuer. The purpose of this Amendment 2 is to reflect that, since the date of the filing of Amendment 1 to this Schedule 13D, the number of shares of the Common Stock under the control of the Reporting Persons has been reduced by 610,297 shares, amounting to approximately 1% of Knight Ridder's outstanding shares as of October 20, 2005. None of this reduction is the result of discretionary transactions by the Reporting Persons. All transactions by the Reporting Persons involving shares of the Common Stock since the filing date of Amendment 1 have been client directed, including transactions to raise cash in client accounts, tax loss sales, or instructions removing the Reporting Persons' investment discretion over shares of the Common Stock. (a) Number of Percentage Reporting Person Shares of Shares Private Capital Management, L.P. 12,153,658 (%)18.0 Mr. Bruce S. Sherman 12,153,658 (%)18.0 Mr. Gregg J. Powers 12,153,658 (%)18.0 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. 8,750,000 Mr. Bruce S. Sherman 8,750,000 Mr. Gregg J. Powers 8,750,000 (Estimated as of 2/15/2006) 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. 12,153,658 Mr. Bruce S. Sherman 12,153,658 Mr. Gregg J. Powers 12,153,658 (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 12/19/05 5700 63.80 Open Market Sale 12/20/05 8300 63.19 Open Market Sale 12/21/05 8200 62.95 Open Market Sale 12/22/05 13200 62.74 Open Market Sale 12/23/05 4800 63.09 Open Market Sale 12/27/05 9200 63.08 Open Market Sale 12/28/05 7400 63.05 Open Market Sale 12/29/05 5900 63.35 Open Market Sale 12/30/05 3600 63.38 Open Market Sale 1/03/06 25763 63.87 Open Market Sale 1/04/06 1700 64.47 Open Market Sale 1/05/06 1900 64.17 Open Market Sale 1/06/06 7500 64.10 Open Market Sale 1/09/06 5000 64.44 Open Market Sale 1/10/06 3100 63.92 Open Market Sale 1/12/06 1800 64.21 Open Market Sale 1/13/06 9100 64.08 Open Market Sale 1/17/06 3900 63.66 Open Market Sale 1/18/06 6200 64.01 Open Market Sale 1/19/06 4650 63.61 Open Market Sale 1/20/06 8600 63.91 Open Market Sale 1/23/06 1100 64.08 Open Market Sale 1/24/06 3400 64.11 Open Market Sale 1/25/06 4100 64.18 Open Market Sale 1/26/06 2000 64.03 Open Market Sale 1/27/06 1000 63.61 Open Market Sale 1/30/06 5800 63.34 Open Market Sale 1/31/06 10300 62.86 Open Market Sale 2/01/06 3200 61.98 Open Market Sale 2/02/06 4400 61.69 Open Market Sale 2/03/06 9800 61.49 Open Market Sale 2/06/06 6600 61.03 Open Market Sale 2/07/06 5900 61.30 Open Market Sale 2/08/06 2150 62.86 Open Market Sale 2/09/06 8100 63.35 Open Market Sale 2/10/06 7500 63.45 Open Market Sale 2/13/06 500 62.68 Open Market Sale 2/14/06 7000 62.58 Open Market Sale 2/15/06 4100 62.53 Open Market Sale The table above does not reflect reductions in PCM's control over KRI shares resulting from client instructions to remove PCM's investment discretion over the security. 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 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: February 16, 2006 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