-----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, D1a7CPNe5AzO7HzIPt6l1LqmUm/AC8v03mIkapDEXExccz1c+TudB2rJyE3wFIMF Tq4VXaavdzJf57Y2hvirCQ== 0000898822-05-001354.txt : 20051114 0000898822-05-001354.hdr.sgml : 20051111 20051114064749 ACCESSION NUMBER: 0000898822-05-001354 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051114 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events FILED AS OF DATE: 20051114 DATE AS OF CHANGE: 20051114 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07553 FILM NUMBER: 051196066 BUSINESS ADDRESS: STREET 1: 50 W SAN FERNANDO ST CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089387700 MAIL ADDRESS: STREET 1: 50 W SAN FERNANDO ST CITY: SAN JOSE STATE: CA ZIP: 95113 FORMER COMPANY: FORMER CONFORMED NAME: KNIGHT RIDDER NEWSPAPERS INC /FL/ DATE OF NAME CHANGE: 19860707 8-K 1 form8k2.txt FORM 8K - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - ------------------------------------------------------------------------------- FORM 8-K - ------------------------------------------------------------------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 13, 2005 - ------------------------------------------------------------------------------- KNIGHT-RIDDER, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) - ------------------------------------------------------------------------------- FLORIDA 1-7553 38-0723657 (STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER JURISDICTION IDENTIFICATION NO.) OF INCORPORATION) 50 W. SAN FERNANDO STREET, SUITE 1500, 95113 SAN JOSE, CALIFORNIA (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (408) 938-7700 - ------------------------------------------------------------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. On November 13, 2005, the Board of Directors (the "Board") of Knight-Ridder, Inc. (the "Company") amended the Company's Bylaws. The amendment provides that shareholders may submit proposals for consideration at the Company's 2006 Annual Meeting of Shareholders and/or submit nominations for directors to be elected at the Company's 2006 Annual Meeting of Shareholders by delivering written notice that complies with the requirements set forth in the amended bylaws no earlier than 60 days nor later than 45 days prior to the date of the 2006 Annual Meeting of Shareholders. The foregoing description of the amendment to the Company's Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amendment to Bylaws of Knight-Ridder, Inc., which is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference in its entirety. ITEM 8.01 OTHER EVENTS. On November 14, 2005, the Company issued a press release that announced that the Board has decided to explore strategic alternatives to enhance shareholder value, including a possible sale of the Company. There can be no assurance that the exploration of strategic alternatives will result in any transaction. The Company does not intend to disclose developments with respect to the exploration of strategic alternatives unless and until the Board has approved a specific transaction. A copy of the press release is furnished as exhibit 99.2 to this Form 8-K. In its November 14, 2005 press release, the Company also announced that it had amended the Company's Bylaws. The amendment to the Company's Bylaws provides that shareholders may submit proposals for consideration at the Company's 2006 Annual Meeting of Shareholders and/or submit nominations for directors to be elected at the Company's 2006 Annual Meeting of Shareholders by delivering written notice that complies with the requirements set forth in the amended bylaws no earlier than 60 days nor later than 45 days prior to the date of the 2006 Annual Meeting of Shareholders. The foregoing description of the amendment to the Company's Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amendment to Bylaws of Knight-Ridder, Inc., which is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference in its entirety. (c) Exhibits. Exhibit 99.1 Amendment to Bylaws of Knight-Ridder, Inc. Exhibit 99.2 Press Release dated November 14, 2005 - ------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KNIGHT-RIDDER, INC. By: /s/ Gordon Yamate -------------------------------------- Gordon Yamate Vice President and General Counsel Dated: November 14, 2005 - ------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit Number Name - --------- ------------------------------------------------------------------- 99.1 Amendment to Bylaws of Knight-Ridder, Inc. 99.2 Press Release dated November 14, 2005 EX-99 2 exh991.txt EXHIBIT 99.1 Exhibit 99.1 AMENDMENT TO BYLAWS OF KNIGHT-RIDDER, INC. 1. Article I, Section 7 of the Bylaws of Knight-Ridder, Inc. is amended in its entirety to read as follows: "SECTION 7 - NOTIFICATION OF SHAREHOLDER BUSINESS: All business properly brought before an annual meeting shall be transacted at such meeting. Business shall be deemed properly brought only if it is (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors or (iii) brought before the meeting by a shareholder of record entitled to vote at such meeting if written notice of such shareholder's intent to bring such business before such meeting is delivered to, or mailed, postage prepaid, and received by, the Secretary of the Company at the principal office of the Company in San Jose, California not later than one hundred twenty (120) days prior to the anniversary date of the Company's proxy statement relating to the immediately preceding annual meeting; PROVIDED, HOWEVER, that with respect to business proposed to be brought before the 2006 annual meeting, written notice under this clause (iii) may only be made no earlier than sixty (60) days nor later than forty-five (45) days prior to the date of the 2006 annual meeting. Each notice given by such shareholder shall set forth: (A) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (B) the name and address of the shareholder who intends to propose such business; (C) a representation that the shareholder is a holder of record of stock of the Company entitled to vote at such meeting (or if the record date for such meeting is subsequent to the date required for such shareholder notice, a representation that the shareholder is a holder of record at the time of such notice and intends to be a holder of record on the record date for such meeting), setting forth the number and class of shares so held, and intends to appear in person or by proxy at such meeting to propose such business; and (D) any material interest of the shareholder in such business. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 7; and, if the Chairman should so determine and declare, any such business not properly brought before the meeting shall not be transacted." 2. Article III, Section 4 of the Bylaws of Knight-Ridder, Inc. is amended in its entirety to read as follows: "SECTION 4 - NOTIFICATION OF NOMINATIONS: Subject to the rights of the holders of any one or more series of Preference Stock then outstanding, nominations for the election of directors may be made by the Board of Directors or by any shareholder entitled to vote for the election of directors. Any shareholder entitled to vote for the election of directors at an annual meeting or a special meeting called for the purpose of electing directors may nominate persons for election as directors at such meeting only if written notice of such shareholder's intent to make such nomination is delivered to, or mailed, postage prepaid, and received by, the Secretary of the Company at the principal office of the Company in San Jose, California not later than (i) in the case of an annual meeting, one hundred twenty (120) days prior to the anniversary date of the Company's proxy statement relating to the immediately preceding annual meeting; PROVIDED, HOWEVER, that with respect to nominations proposed to be made at the 2006 annual meeting, written notice under this clause (i) may only be made no earlier than sixty (60) days nor later than forty-five (45) days prior to the date of the 2006 annual meeting; and (ii) in the case of a special meeting, the close of business on the tenth day following the date on which the Company first makes public disclosure of the date of the special meeting. Each notice given by such shareholder shall set forth: (A) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (B) a representation that the shareholder is a holder of record of stock of the Company entitled to vote at such meeting (or if the record date for such meeting is subsequent to the date required for such shareholder notice, a representation that the shareholder is a holder of record at the time of such notice and intends to be a holder of record on the record date for such meeting), setting forth the number and class of shares so held, and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (C) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (D) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the Board of Directors; and (E) the consent of each nominee to serve as a director of the Company if so elected. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the provisions of this Section 4; and, if the Chairman should so determine and declare, the defective nomination shall be disregarded." EX-99 3 exh992.txt EXHIBIT 99.2 Exhibit 99.2 [LETTERHEAD OF KNIGHT RIDDER] NEWS RELEASE KNIGHT RIDDER 50 WEST SAN FERNANDO ST. SAN JOSE, CA 95113 KNIGHT RIDDER ANNOUNCES EXPLORATION OF STRATEGIC ALTERNATIVES SAN JOSE, Nov. 14, 2005 - Knight Ridder (NYSE: KRI) announced today that its Board of Directors has decided to explore strategic alternatives to enhance shareholder value, including a possible sale of the company. The company is working with Goldman, Sachs & Co., its long-time financial advisor, in this process. In making the announcement, the company stated that there can be no assurance that the exploration of strategic alternatives will result in any transaction. The company does not intend to disclose developments with respect to the exploration of strategic alternatives unless and until its Board of Directors has approved a specific transaction. The Board of Directors has also amended the company's by-laws to provide that shareholders may submit proposals for consideration at Knight Ridder's 2006 Annual Meeting of Shareholders and/or submit nominations for directors to be elected at Knight Ridder's 2006 Annual Meeting of Shareholders by delivering written notice that complies with the requirements set forth in the amended by-laws no earlier than 60 days nor later than 45 days prior to the date of the 2006 Annual Meeting of Shareholders. The 2006 Annual Meeting of Shareholders is currently scheduled for April 18, 2006, but may be postponed. Any postponement of the Annual Meeting of Shareholders will be publicly announced in advance of the notice period. A copy of the amended by-laws is included in the Form 8-K filed with the Securities and Exchange Commission and is available on Knight Ridder's Web site (http://www.knightridder.com). Knight Ridder is one of the nation's leading providers of news, information and advertising, in print and online. The company publishes 32 daily newspapers in 29 U.S. markets, with a readership of 8.5 million daily and 11.0 million Sunday. It has Web sites in all of its markets and a variety of investments in Internet and technology companies. It publishes a growing portfolio of targeted publications and maintains investments in two newsprint companies. The company's Internet operation, Knight Ridder Digital, develops and manages the company's online properties. It is the founder and operator of Real Cities (www.RealCities.com), the largest national network of city and regional Web sites in more than 110 U.S. markets. Knight Ridder and Knight Ridder Digital are headquartered in San Jose, Calif. For more information, call Vice President/Corporate Relations Polk Laffoon at 408-938-7838 (e-mail: PLAFFOON@KNIGHTRIDDER.COM), or Director/Corporate Communications Lee Ann Schlatter at 408-938-7839 (e-mail: LSCHLATTER@KNIGHTRIDDER.COM), or visit Knight Ridder's Web site at www.knightridder.com. -----END PRIVACY-ENHANCED MESSAGE-----