-----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, WW9Vox+vWbIg2lwAOe7kPN6sANUOs6rTtWTTYf+VgPlotNvY0K3Q+01n2lw+LdMW Gk3d1uxL8MxtqHxhhmHpVQ== 0000950144-97-006255.txt : 19970523 0000950144-97-006255.hdr.sgml : 19970523 ACCESSION NUMBER: 0000950144-97-006255 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970509 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970522 SROS: BSE SROS: CSE SROS: CSX SROS: NYSE SROS: PHLX 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07553 FILM NUMBER: 97612981 BUSINESS ADDRESS: STREET 1: ONE HERALD PLZ CITY: MIAMI STATE: FL ZIP: 33132 BUSINESS PHONE: 3053763800 MAIL ADDRESS: STREET 1: ONE HERALD PLZ CITY: MIAMI STATE: FL ZIP: 33132 FORMER COMPANY: FORMER CONFORMED NAME: KNIGHT RIDDER NEWSPAPERS INC /FL/ DATE OF NAME CHANGE: 19860707 8-K 1 KNIGHT- RIDDER FORM 8-K DATED 05/09/97 1 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) May 9, 1997 KNIGHT-RIDDER, INC. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) FLORIDA 1-7553 No. 38-0723657 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) ONE HERALD PLAZA, MIAMI, FLORIDA 33132 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (305) 376-3800 ------------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Page 1 of 5 Pages Exhibit Index Appears on Page 5 2 Item 2 ACQUISITION OR DISPOSITION OF ASSETS. ------------------------------------- On May 9, 1997, Knight-Ridder, Inc., a Florida corporation ("Registrant"), acquired all of the outstanding shares of common stock of ABC Media, Inc. ("Media"), a New York corporation, from ABC, Inc., a New York corporation ("Seller"), through the merger of KRI Media Acquisition, Inc. ("Merger Sub"), a New York corporation and a wholly-owned subsidiary of Registrant, with and into Media (the "Merger"), pursuant to the Acquisition Agreement, dated as of April 4, 1997, between Registrant and Seller, a copy of which is incorporated by reference into this Current Report on Form 8-K from Exhibit 2 to Registrant's Quarterly Report on Form 10-Q for the period ended March 30, 1997, and as set forth in the Agreement and Plan of Merger, dated as of May 9, 1997, among Media, Seller, Registrant and Merger Sub, a copy of which is attached as Exhibit 2.2 to this Current Report on Form 8-K. Pursuant to the Merger, Registrant issued 1,754,930 shares of its Series B Preferred Stock. At the effective time of the Merger, Media had $990 million of bank debt which was guaranteed by Registrant following the closing of the Merger. Media owns four newspaper groups located in Belleville, Illinois, Kansas City, Missouri, Wilkes-Barre, Pennsylvania and Fort-Worth/Arlington, Texas. Registrant intends to continue to manage and operate Media (under its new name of Cypress Media, Inc.) as a newspaper company. Page 2 of 5 Pages 3 Item 7 FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED It is impracticable for Registrant to file the financial information of the business acquired hereunder at this time and such information will be filed by amendment to this Current Report on Form 8-K within sixty days from the date that is 15 days after the closing of the acquisition to which this Current Report on Form 8-K relates. (b) PRO-FORMA FINANCIAL INFORMATION It is impracticable for Registrant to file the pro-forma financial information required hereunder at this time and such information will be filed by amendment to this Current Report on Form 8-K within sixty days from the date that is 15 days after the closing of the acquisition to which this Current Report on Form 8-K relates. (c) EXHIBITS The Acquisition Agreement, dated as of April 4, 1997, by and between Registrant and Seller is incorporated by reference into this Current Report on Form 8-K from Exhibit 2 to Registrant's Quarterly Report on Form 10-Q for the period ended March 30, 1997. Attached as Exhibit 2.2 to this Current Report on Form 8-K is the Agreement and Plan of Merger, dated as of May 9, 1997, among Media, Seller, Registrant and Merger Sub. Page 3 of 5 Pages 4 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KNIGHT-RIDDER, INC. (Registrant) Date: May 22, 1997 By: /s/ Ross Jones ------------------------------ Ross Jones Senior Vice President/Finance and Chief Financial Officer Page 4 of 5 Pages 5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE - ----------- ----------- ---- 2.1 Acquisition Agreement, dated as of April 4, 1997, by and between Registrant and Seller is incorporated by reference from Exhibit 2 to Registrant's Quarterly Report on Form 10-Q for the period ended March 30, 1997. 2.2 Agreement and Plan of Merger, dated as of May 9, 1997, 6 among ABC Media, Inc., ABC, Inc., Knight-Ridder, Inc. and KRI Media Acquisition, Inc.
Page 5 of 5 Pages EX-2.2 2 AGREEMENT AND PLAN OF MERGER 1 EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of May 9, 1997 (this "Agreement"), among ABC Media, Inc., a New York corporation ("Media"), ABC, Inc., a New York corporation ("ABC"), Knight-Ridder, Inc., a Florida corporation ("KRI"), and KRI Media Acquisition, Inc., a New York corporation and a wholly owned subsidiary of KRI ("Merger Subsidiary"). WITNESSETH WHEREAS, pursuant to Section 6.2(d) of that certain Acquisition Agreement dated as of April 4, 1997 (the "Acquisition Agreement"), by and between ABC and KRI, KRI created a wholly owned subsidiary, Merger Subsidiary, solely for the purpose of merging with and into Media, a wholly owned subsidiary of ABC, and which Merger Subsidiary, prior to the Effective Time, has not engaged in any business activities other than in connection with the Merger; and WHEREAS, the Boards of Directors of Media and Merger Subsidiary have each determined that the Merger (as defined in Section 1.1 hereof) is consistent with, and in furtherance of, their respective business strategies and goals and have each approved the Merger upon the terms and conditions set forth herein; and WHEREAS, for federal income tax purposes, it is intended that the Merger shall constitute a tax-free reorganization under Sections 368(a)(1)(A) and (a)(2)(E) and Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the "Code"); and WHEREAS, Media was incorporated on May 9, 1972 (under its original name, "Belleville News-Democrat, Inc.") pursuant to the Business Corporation Law of the State of New York ("New York Law"). Merger Subsidiary was incorporated on May 6, 1997 pursuant to New York Law; and WHEREAS, Media has outstanding 1200 shares of voting common stock, par value $.01 per share; and WHEREAS, Merger Subsidiary has outstanding 10 shares of voting common stock, par value $.01 per share. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows: ARTICLE I -- THE MERGER SECTION 1.1 -- THE MERGER. At the Effective Time (as defined in Section 1.2 hereof) and subject to and upon the terms and conditions of this Agreement and New York Law, Merger Subsidiary shall be merged with and into Media (the "Merger"), the separate corporate existence 1 2 of Merger Subsidiary shall cease, and Media shall continue as the surviving corporation which shall be a wholly owned subsidiary of KRI. Media as the surviving corporation after the Merger is herein sometimes referred to as the "Surviving Corporation" and Merger Subsidiary as the non-surviving corporation after the Merger is herein sometimes referred to as the "Merged Corporation." The name of the Surviving Corporation shall be Cypress Media, Inc. ABC, Media, KRI and Merger Subsidiary are herein referred to collectively as the "Parties" and each individually as a "Party." SECTION 1.2 -- EFFECTIVE TIME. The Parties shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of New York with respect to the Merger, in such form as required by, and executed in accordance with, the relevant provisions of New York Law (the date and time of such filing or such time as is agreed upon by the Parties and specified in the Certificate of Merger being the "Effective Time"). SECTION 1.3 -- CERTIFICATE OF INCORPORATION, BYLAWS, DIRECTORS AND OFFICERS OF SURVIVING CORPORATION. At the Effective Time: (a) the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of Media as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be Cypress Media, Inc., until thereafter amended as provided by law, the Certificate of Incorporation or the Bylaws of such Surviving Corporation; and (b) the Bylaws of the Surviving Corporation shall be the Bylaws of Media as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be Cypress Media, Inc., until thereafter amended as provided by law, the Certificate of Incorporation or the Bylaws of such Surviving Corporation; and (c) the directors of the Surviving Corporation shall be as follows and shall serve as directors until their successors are elected or appointed and qualified or until their resignation or removal: Alvah H. Chapman Mary Jean Connors John C. Fontaine Ross Jones Frank McComas Bernard H. Ridder, Jr. P. Anthony Ridder; and 2 3 (d) the officers of the Surviving Corporation shall be as follows and shall serve in such capacities until their successors are elected or appointed and qualified or until their resignation or removal: Name Office ---- ------ P. Anthony Ridder Chief Executive Officer John C. Fontaine President Ross Jones Senior Vice President/Finance and Chief Financial Officer Frank McComas Senior Vice President/Operations Mary Jean Connors Senior Vice President/Human Resources Douglas C. Harris Secretary ARTICLE II -- EFFECT ON STOCK OF THE SURVIVING CORPORATION AND THE MERGED CORPORATION SECTION 2.1 -- CONVERSION OF SECURITIES. The manner and basis of converting the shares of common stock of the Surviving Corporation and of the Merged Corporation at the Effective Time, by virtue of the Merger and without any action on the part of any of the Parties or the holder of any of such securities, shall be as hereinafter set forth in this Article II. SECTION 2.2 -- CONVERSION OF SHARES. At the Effective Time, each share of common stock, par value $.01 per share, of Media ("Media Common Stock") issued and outstanding immediately prior to the Effective Time, and all rights in respect thereof, shall, by virtue of the Merger and without any action on the part of ABC, forthwith cease to exist and be converted into and become exchangeable solely for 1,754,930 shares of Series B Preferred Stock, par value $1.00 per share, of KRI (the "Series B Preferred Stock"). At the Effective Time, upon delivery by ABC of stock certificates representing all of the outstanding shares of Media common stock, duly endorsed or accompanied by duly executed stock powers in blank, KRI will issue to ABC the shares of Series B Preferred Stock contemplated by this Section 2.2. SECTION 2.3 -- CONVERSION OF COMMON STOCK OF THE MERGED CORPORATION INTO COMMON STOCK OF THE SURVIVING CORPORATION. At the Effective Time, each share of common stock, par value $.01 per share, of Merger Subsidiary (the "Merger Subsidiary Common Stock"), issued and outstanding immediately prior to the Effective Time, and all rights in respect thereof, shall, by virtue of the Merger and without any action on the part of KRI, forthwith cease to exist and be 3 4 converted into and thereafter represent one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, par value $.01 per share (the "Surviving Corporation Common Stock"). ARTICLE III -- SURVIVAL OF THE ACQUISITION AGREEMENT SECTION 3.1 -- EXEMPT ACTS. The execution and performance of this Agreement shall be "Exempt Acts" within the meaning of Section 7.9 of the Acquisition Agreement. SECTION 3.2 -- PROVISIONS OF THE ACQUISITION AGREEMENT. Notwithstanding anything herein to the contrary, all of the provisions of the Acquisition Agreement shall remain in full force and effect, except that to the extent applicable each of the representations and warranties of ABC and KRI shall be deemed to cover the transactions contemplated by this Agreement. ARTICLE IV -- MISCELLANEOUS SECTION 4.1 -- COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. SECTION 4.2 -- GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any applicable principles of conflicts of law. 4 5 IN WITNESS WHEREOF, Media, ABC, KRI and Merger Subsidiary have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. ABC MEDIA, INC. By: /s/ Griffith W. Foxley -------------------------------------- Name: Griffith W. Foxley Title: Vice President KRI MEDIA ACQUISITION, INC. By: /s/ Cristina L. Mendoza ------------------------------------- Cristina L. Mendoza Vice President and General Counsel ABC, INC. By: /s/ Alan N. Braverman -------------------------------------- Name: Alan N. Braverman Title: Vice President KNIGHT-RIDDER, INC. By: /s/ Cristina L. Mendoza -------------------------------------- Cristina L. Mendoza Vice President and General Counsel 5 -----END PRIVACY-ENHANCED MESSAGE-----