-----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, KaM0RCKzO4mnpXQAx/2H/iwpQ0QhBVEXC/GU5W6BxObppe9nT1i/H2Vv4ao/wF8x tf1fT/0N3dCsbGNZ7klefw== 0000898822-06-000616.txt : 20060518 0000898822-06-000616.hdr.sgml : 20060518 20060518172730 ACCESSION NUMBER: 0000898822-06-000616 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060518 DATE AS OF CHANGE: 20060518 EFFECTIVENESS DATE: 20060518 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: 1226 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07553 FILM NUMBER: 06853018 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 DEFA14A 1 defa14.txt SCHEDULE 14A - MAY 18, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant |X| Filed by a Party other than the Registrant| | Check the appropriate box: | | Preliminary Proxy Statement | | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) | | Definitive Proxy Statement | | Definitive Additional Materials |X| Soliciting Material Pursuant to ss.240.14a-12 KNIGHT-RIDDER, INC. - -------------------------------------------------------------------------------- (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) - -------------------------------------------------------------------------------- (NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT) Payment of Filing Fee (Check the appropriate box): |X| No fee required | | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- 5) Total fee paid: - -------------------------------------------------------------------------------- | | Fee paid previously with preliminary materials. | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: - -------------------------------------------------------------------------------- 2) Form Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- 3) Filing Party: - -------------------------------------------------------------------------------- 4) Date Filed: - -------------------------------------------------------------------------------- The following press release was issued by Knight Ridder: Knight Ridder Reports April Linage SAN JOSE, Calif., May 18 /PRNewswire-FirstCall/ -- Three newspapers acquired at the end of August are included in the 2006 numbers, but not in the 2005 numbers. Results for Detroit and Tallahassee, which were sold in the third quarter of 2005, have been excluded from all periods. Total advertising revenue was up 2.3% for April. Retail was up 1.4%, national was down 8.6% and classified was up 7.7%. Help wanted was up 10.9%. Real estate was up 18.5% and auto was down 6.0%. On a pro forma basis, that is, as if the three newspapers acquired in August had been with the company for April 2005 and 2006, total advertising revenue was down 1.1%. Retail was down 2.2%, national was down 9.4% and classified was up 3.1%. Help wanted was up 6.2%. Real estate was up 13.5% and auto was down 9.3%. Knight Ridder Chairman and CEO Tony Ridder said, "Our April, like others in the industry, reflects some softness, particularly in classified, as a result of the Easter shift. Happily, May -- at least at this early stage -- is showing stronger results, leaving us optimistic that the month will reinvigorate the quarter. For the record, the total advertising revenue at the 20 newspapers that will be retained by McClatchy in the upcoming sale was up 0.6% in April. Total advertising revenue for the remaining 12 newspapers was down 3.5%." The remaining numbers reported are GAAP. Total operating revenue was up 2.3% for the month. Retail was up 8.9% in San Jose and 3.5% in St. Paul. It was flat in Miami and Fort Worth. It was off slightly in Philadelphia, but down 4.4% in Charlotte and 7.9% in Kansas City. National was up 5.0% in Miami and 6.6% in Charlotte. It was soft in the other large markets, in a range from down 5.3% in Fort Worth to down 24.6% in Contra Costa. Philadelphia was down 14.7%. Classified's performance was scattered: Up 17.4% in Contra Costa, up 6.4% in Miami, up 4.6% in San Jose, up 2.1% in Fort Worth, but down 1.4% in Charlotte and down 7.3% in Philadelphia. Help wanted in Philadelphia was down 20.3%, impacted in part by the Easter shift. Other revenue was down 2.9%. Circulation revenue was up 3.0% for the month, but would have been down 1.0% if the acquired newspapers were included in both periods. Certain statements contained in this report are forward-looking. They are based on management's current knowledge of factors affecting Knight Ridder's business. Actual results could differ materially from those currently anticipated, depending upon -- but not limited to -- the pending acquisition of Knight Ridder by The McClatchy Co., effects of interest rates, of national and local economies on revenue, of the evolution of the Internet, of unforeseen changes in the price of newsprint and of negotiations and relations with labor unions. Knight Ridder (NYSE: KRI) 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 8.1 million daily and 11.5 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. (FR) On May 10, 2006, McClatchy filed with the SEC a Registration Statement on Form S-4 (Registration No. 333-133321) containing a final Prospectus/Proxy Statement/Information Statement regarding the proposed transaction between McClatchy and Knight Ridder. Investors and security holders of McClatchy and Knight Ridder are urged to read the Prospectus/Proxy Statement/Information Statement carefully because it contains important information about McClatchy, Knight Ridder, the transaction and related matters. The Prospectus/Proxy Statement/Information Statement is being mailed on or about May 15, 2006 to stockholders of McClatchy and shareholders of Knight Ridder. Investors and security holders can obtain additional free copies of the Registration Statement and the Prospectus/Proxy Statement/Information Statement and other documents filed with the SEC by McClatchy and Knight Ridder through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders can obtain additional free copies of the Registration Statement and the Prospectus/Proxy Statement/Information Statement from McClatchy by contacting Investor Relations at www.mcclatchy.com, by mail to 2100 Q Street, Sacramento, CA 95816 or by telephone at 916-321-1846 or from Knight Ridder by contacting Investor Relations at www.knightridder.com, by mail to Suite 1500, 50 W. San Fernando St., San Jose, CA 95113 or by telephone at 408-938-7838. McClatchy and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Knight Ridder in connection with the proposed transaction between McClatchy and Knight Ridder. Information regarding the special interests of these directors and executive officers in the transaction described herein is included in the Prospectus/Proxy Statement/Information Statement described above. Additional information regarding these directors and executive officers is also included in McClatchy's proxy statement for its 2006 Annual Meeting of Stockholders, which was filed with the SEC on or about March 29, 2006. This document is available free of charge at the SEC's web site at www.sec.gov and from McClatchy by contacting Investor Relations at www.mcclatchy.com, by mail to 2100 Q Street, Sacramento, CA 95816 or by telephone at 916-321-1846. Knight Ridder and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the shareholders of Knight Ridder in connection with the proposed transaction between McClatchy and Knight Ridder. Information regarding the special interests of these directors and executive officers in the proposed transaction between McClatchy and Knight Ridder and additional information regarding these directors and executive officers is included in the Prospectus/Proxy Statement/Information Statement described above, which also serves as Knight Ridder's proxy statement for its 2006 Annual Meeting of Shareholders and was filed by Knight Ridder on May 11, 2006. This document is available free of charge at the SEC's web site at www.sec.gov and from Knight Ridder by contacting Investor Relations at www.knightridder.com, by mail to Suite 1500, 50 W. San Fernando St., San Jose, CA 95113 or by telephone at 408-938-7838. STATISTICAL REPORT - PRO FORMA For the period of 03/27/06 - 04/30/06 April Percent Year-to-Date Percent REVENUE ($000) 2006 2005 Change 2006 2005 Change Advertising - Note 1 Retail 104,725 107,036 -2.2% 357,061 361,372 -1.2% National 31,187 34,435 -9.4% 118,216 130,098 -9.1% Classified 95,576 92,661 3.1% 338,872 319,397 6.1% Total 231,488 234,132 -1.1% 814,149 810,867 0.4% Circulation 51,738 52,269 -1.0% 187,651 189,774 -1.1% Other Revenue 8,025 8,366 -4.1% 29,339 30,050 -2.4% Total Operating Revenue 291,251 294,767 -1.2% 1,031,139 1,030,691 0.0% AVERAGE CIRCULATION (000's of copies) - Note 1 Morning 3,105 3,271 -5.1% 3,138 3,290 -4.6% Evening 147 155 -5.6% 149 158 -6.0% Daily 3,252 3,426 -5.1% 3,269 3,448 -5.2% Sunday 4,240 4,378 -3.1% 4,262 4,440 -4.0% ADVERTISING LINAGE (000's of six-column inches) - Notes 1 & 2 Full-Run ROP Retail 1,275.5 1,409.6 -9.5% 4,409.1 4,830.1 -8.7% National 259.3 296.5 -12.6% 976.8 1,121.3 -12.9% Classified 1,841.8 1,875.0 -1.8% 6,409.1 6,438.0 -0.4% Total 3,376.6 3,581.1 -5.7% 11,795.0 12,389.4 -4.8% Factored Part-Run ROP 257.6 263.3 -2.2% 849.1 845.4 0.4% TOTAL PREPRINTS INSERTED 763,490 758,042 0.7% 2,644,113 2,586,520 2.2% Statistical Report - Pro Forma For the period of 03/27/06 - 04/30/06 FULL-RUN ROP April Percent Year-to-Date Percent ADVERTISING LINAGE 2006 2005 Change 2006 2005 Change DATA By Markets (000's of six-column inches) - Note 2 Akron Beacon Journal 113.0 142.7 -20.8% 400.0 489.2 -18.2% Charlotte Observer 140.2 150.7 -7.0% 489.6 532.4 -8.0% Columbia State 107.7 101.0 6.6% 393.4 363.8 8.1% Contra Costa 136.2 136.2 0.0% 492.6 479.0 2.8% Fort Wayne News-Sentinel, Journal Gazette 125.0 143.1 -12.6% 425.7 467.2 -8.9% Fort Worth Star Telegram 201.5 201.2 0.1% 709.8 707.7 0.3% Kansas City Star 169.6 194.4 -12.8% 598.1 651.4 -8.2% Lexington Herald-Leader 112.3 109.8 2.3% 370.1 367.0 0.8% Miami Herald & el Nuevo Herald 210.8 210.2 0.3% 780.7 732.0 6.7% Philadelphia Newspapers 196.7 200.1 -1.7% 694.3 731.1 -5.0% St. Paul Pioneer Press 98.1 112.2 -12.6% 343.3 400.3 -14.2% San Jose Mercury News 181.6 206.5 -12.1% 670.1 721.3 -7.1% Wichita Eagle 90.5 100.3 -9.8% 318.9 330.7 -3.6% All Other Dailies 1,493.4 1,572.7 -5.0% 5,108.4 5,416.3 -5.7% Total - Full-Run ROP 3,376.6 3,581.1 -5.7% 11,795.0 12,389.4 -4.8% Note 1 - Pro forma numbers includes Boise, Olympia and Bellingham for all periods as if they had been purchased in January 2005. Note 2 - Measured by individual Knight Ridder newspapers. Where necessary, certain previously reported linage has been restated to be consistent with measurement guidelines currently in use. STATISTICAL REPORT - GAAP For the period of 03/27/06 - 04/30/06 April Percent Year-to-Date Percent REVENUE ($000) 2006 2005 Change 2006 2005 Change Advertising Retail 104,725 103,290 1.4% 357,061 348,751 2.4% National 31,187 34,139 -8.6% 118,216 129,198 -8.5% Classified 95,576 88,777 7.7% 338,872 306,335 10.6% Total 231,488 226,206 2.3% 814,149 784,284 3.8% Circulation 51,738 50,240 3.0% 187,651 182,510 2.8% Other Revenue 8,025 8,262 -2.9% 29,339 29,688 -1.2% Total Operating Revenue 291,251 284,708 2.3% 1,031,139 996,482 3.5% AVERAGE CIRCULATION (000's of copies including Boise, Olympia and Bellingham for all periods) - Note 1 Morning 3,105 3,271 -5.1% 3,138 3,290 -4.6% Evening 147 155 -5.6% 149 158 -6.0% Daily 3,252 3,426 -5.1% 3,269 3,448 -5.2% Sunday 4,240 4,378 -3.1% 4,262 4,440 -4.0% ADVERTISING LINAGE (000's of six-column inches) - Note 2 Full-Run ROP Retail 1,275.5 1,284.2 -0.7% 4,409.1 4,388.0 0.5% National 259.3 289.4 -10.4% 976.8 1,098.7 -11.1% Classified 1,841.8 1,744.0 5.6% 6,409.1 5,981.9 7.1% Total 3,376.6 3,317.6 1.8% 11,795.0 11,468.6 2.8% Factored Part-Run ROP 257.6 263.3 -2.2% 849.1 845.4 0.4% TOTAL PREPRINTS INSERTED 763,490 758,012 0.7% 2,644,113 2,586,419 2.2% Statistical Report - GAAP For the period of 03/27/06 - 04/30/06 FULL-RUN ROP April Percent Year-to-Date Percent ADVERTISING LINAGE 2006 2005 Change 2006 2005 Change DATA By Markets (000's of six-column inches) - Note 2 Akron Beacon Journal 113.0 142.7 -20.8% 400.0 489.2 -18.2% Charlotte Observer 140.2 150.7 -7.0% 489.6 532.4 -8.0% Columbia State 107.7 101.0 6.6% 393.4 363.8 8.1% Contra Costa 136.2 136.2 0.0% 492.6 479.0 2.8% Fort Wayne News-Sentinel, Journal Gazette 125.0 143.1 -12.6% 425.7 467.2 -8.9% Fort Worth Star Telegram 201.5 201.2 0.1% 709.8 707.7 0.3% Kansas City Star 169.6 194.4 -12.8% 598.1 651.4 -8.2% Lexington Herald-Leader 112.3 109.8 2.3% 370.1 367.0 0.8% Miami Herald & el Nuevo Herald 210.8 210.2 0.3% 780.7 732.0 6.7% Philadelphia Newspapers 196.7 200.1 -1.7% 694.3 731.1 -5.0% St. Paul Pioneer Press 98.1 112.2 -12.6% 343.3 400.3 -14.2% San Jose Mercury News 181.6 206.5 -12.1% 670.1 721.3 -7.1% Wichita Eagle 90.5 100.3 -9.8% 318.9 330.7 -3.6% All Other Dailies 1,493.4 1,309.2 14.1% 5,108.4 4,495.5 13.6% Total - Full-Run ROP 3,376.6 3,317.6 1.8% 11,795.0 11,468.6 2.8% Note 1 - Includes circulation copies for Boise, Olympia and Bellingham for all periods. Note 2 - Measured by individual Knight Ridder newspapers. Where necessary, certain previously reported linage has been restated to be consistent with measurement guidelines currently in use. SOURCE Knight Ridder CONTACT: Polk Laffoon, Vice President/Corporate Relations, +1-408-938-7838, plaffoon@knightridder.com, or Lee Ann Schlatter, Director/Corporate Communications, +1-408-938-7839, or lschlatter@knightridder.com, both of Knight Ridder/ /Web site: http://www.knightridder.com/ (KRI) -----END PRIVACY-ENHANCED MESSAGE-----