-----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, At/dm8tHkdggE6inUgd+WJN+faZu4DAUl844zYTbKXt33yeMqr7xDQlIvCIFZLRS sKcG40S+Y2FNe8Hci5YKnA== 0000950149-99-001015.txt : 19990524 0000950149-99-001015.hdr.sgml : 19990524 ACCESSION NUMBER: 0000950149-99-001015 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19990521 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: S-3 SEC ACT: SEC FILE NUMBER: 333-79025 FILM NUMBER: 99631867 BUSINESS ADDRESS: STREET 1: 50 W SAN FRANCISCO ST CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089387700 MAIL ADDRESS: STREET 1: 50 W SAN FRANCISCO ST CITY: SAN JOSE STATE: CA ZIP: 95113 FORMER COMPANY: FORMER CONFORMED NAME: KNIGHT RIDDER NEWSPAPERS INC /FL/ DATE OF NAME CHANGE: 19860707 S-3 1 REGISTRATION STATEMENT FOR FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY [__], 1999 REGISTRATION NO. 333-[ ] ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- KNIGHT-RIDDER, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ---------------------- FLORIDA 38-0723657 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 50 WEST SAN FERNANDO STREET SAN JOSE, CALIFORNIA 95113 (408) 938-7700 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------------- KAREN STEVENSON VICE PRESIDENT AND GENERAL COUNSEL KNIGHT-RIDDER, INC. 50 WEST SAN FERNANDO STREET SAN JOSE, CALIFORNIA 95113 (408) 938-7700 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: MARIE B. RIEHLE, ESQ. JOHN SAVVA, ESQ. ORRICK, HERRINGTON & SUTCLIFFE LLP SULLIVAN & CROMWELL 400 SANSOME STREET 1888 CENTURY PARK EAST SAN FRANCISCO, CALIFORNIA 94111-3143 LOS ANGELES, CALIFORNIA 90067-172 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ___________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------ PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OFFERING AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF TO BE PRICE PER OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED(1) SHARE (2) PRICE(1)(2) FEE - ------------------------------------------------------------------------------------------------------ Debt Securities $500,000,000 100% $500,000,000 $139,000 - ------------------------------------------------------------------------------------------------------
(1) Or, (i) if any debt securities are issued at an original issue discount, such greater principal amount as shall result in an aggregate initial offering price equal to $500,000,000 United States dollars or (ii) if any debt securities are issued with a principal amount denominated in a foreign currency or composite currency, such principal amount as shall result in an aggregate initial offering price equivalent to $500,000,000 United States dollars at the time of initial offering. (2) Exclusive of accrued interest, if any. These figures are estimates made solely for the purpose of calculating the registration fee. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ 2 THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. $500,000,000 KNIGHT-RIDDER, INC. DEBT SECURITIES ------------- Knight-Ridder, Inc. may from time to time issue up to $500,000,000 aggregate principal amount of debt securities. The debt securities may consist of debentures, notes or other types of debt. The accompanying Prospectus Supplement will specify the terms of the securities. Knight-Ridder may sell these securities to or through underwriters, and also to other purchasers or through agents. Goldman, Sachs & Co. may be one of the underwriters. The names of the underwriters will be set forth in the accompanying Prospectus Supplement. ------------- Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. ------------- GOLDMAN, SACHS & CO. ------------- Prospectus dated May , 1999. 3 We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus and the accompanying supplement to this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or the accompanying prospectus supplement as if we had authorized it. This prospectus and the accompanying supplement to this prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and the accompanying supplement to this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. The information contained in this prospectus and the supplement to this prospectus is accurate as of the date on their covers. When we deliver this prospectus or a supplement or make a sale pursuant to this prospectus, we are not implying that the information is current as of the date of the delivery or sale. This prospectus may not be used to consummate sales of debt securities unless accompanied by a prospectus supplement. ---------- TABLE OF CONTENTS
PAGE ---- Where You Can Find More Information......................................................3 Disclosure Regarding Forward-Looking Statements..........................................4 Knight-Ridder, Inc.......................................................................4 Use Of Proceeds..........................................................................4 Ratio Of Earnings To Fixed Charges.......................................................5 Description Of Debt Securities...........................................................5 Plan Of Distribution....................................................................17 Validity Of The Debt Securities.........................................................18 Experts ................................................................................18
2 4 WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. The Securities and Exchange Commission is referred to in this prospectus and the accompanying prospectus supplement as the "Commission". You may read and copy any document we file at the Commission's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. Our Commission filings (file number 1-7553) are also available to the public at the Commission's web site at http://www.sec.gov. You may also read any copy of these documents at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. The Company's common stock, par value $.02 1/12 per share is listed on the exchange. The Commission allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and later information that we file with the Commission will automatically update or supersede this information. We incorporate by reference the documents listed below and any future filings made with the Commission under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, until that time when all of the securities covered by this prospectus have been sold: 1. Our Annual Report on Form 10-K for the fiscal year ended December 27, 1998. 2. Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 1999. You may request a copy of these filings, at no cost, by writing or telephoning us as follows: Knight-Ridder, Inc. 50 West San Fernando Street San Jose, CA 95113 Attn: Corporate Secretary Phone: (408) 938-7700 3 5 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS Certain statements made in or incorporated by reference into this prospectus, including the documents we incorporate by reference, are forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties, which could cause actual results and events to differ materially from those anticipated. Potential risks and uncertainties which could adversely affect our ability to obtain these results include, without limitation, the following factors: (a) increased consolidation among major retailers or other events which may adversely affect business operations of major customers and depress the level of local and national advertising; (b) an economic downturn in some or all of our principal newspaper markets that may lead to decreased circulation or decreased local or national advertising; (c) a decline in general newspaper readership patterns as a result of competitive alternative media or other factors; (d) an increase in newsprint costs over the levels anticipated; (e) labor disputes which may cause revenue declines or increased labor costs; (f) acquisitions of new businesses or dispositions of existing businesses; (g) increases in interest or financing costs; and (h) rapid technological changes and frequent new product introductions prevalent in electronic publishing, including the evolution of the Internet. KNIGHT-RIDDER, INC. We are a communications company engaged in newspaper publishing and news and information services. We publish 31 daily newspapers in 28 U.S. markets, reaching 9.2 million readers daily and 13.1 million on Sunday. Our newspapers are dedicated to serving their respective communities with high quality and independent journalism. We have won 67 Pulitzer prizes, including 14 in the past ten years. We maintain 45 associated web sites under the name Knight Ridder Real Cities. Our principal executive offices are located at 50 West San Fernando Street, San Jose, California 95113 (telephone (408) 938-7700). USE OF PROCEEDS Unless otherwise indicated in an accompanying Prospectus Supplement, the net proceeds from the sale of debt securities will be used for general corporate purposes, including refinancing of indebtedness, working capital increases, capital expenditures, share repurchases and possible future acquisitions. 4 6 RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth our ratio of earnings to fixed charges for the periods indicated:
FISCAL YEAR ENDED QUARTER ENDED - ------------------------------------------------------------- --------------------------- DEC. 25, DEC. 31, DEC. 29, DEC. 28, DEC. 27, MARCH 29, MARCH 28, 1994 1995 1996 1997 1998 1998 1999 -------- -------- -------- -------- -------- ---------- ------- 5.2:1 3.2:1 4.0:1 7.1:1 5.3:1 6.6:1 4.7:1
The ratio of earnings to fixed charges is computed by dividing earnings (as adjusted for fixed charges and undistributed equity income from unconsolidated subsidiaries) by fixed charges for the period. Fixed charges include the interest on debt (before capitalized interest), the interest component of rental expense, and the proportionate share of interest expense on guaranteed debt of certain equity-method investees and on debt of 50%-owned companies. DESCRIPTION OF DEBT SECURITIES We may issue as many distinct series of debt securities under the Indenture as we wish. This section summarizes the financial and legal terms of the debt securities that are common to all series. Most of the financial terms and other specific terms of the series in which you may invest are described in the Prospectus Supplement attached to the front of this Prospectus. Those terms may vary from the terms described here. The Prospectus Supplement may also describe special Federal income tax consequences of the debt securities. As required by Federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by a document called the "Indenture". The Indenture is a contract between us and The Chase Manhattan Bank, which acts as Trustee. The Trustee has two main roles. First, the Trustee can enforce your rights against us if we default. There are some limitations on the extent to which it acts on your behalf, described on page 13 under "Remedies If an Event of Default Occurs". Second, the Trustee performs administrative duties for us, such as arranging to send you interest payments, transferring your debt securities to a new buyer if you sell and sending you notices. The Indenture and its associated documents contain the full legal text of the matters described in this section. The Indenture and the debt securities are governed by New York law. A copy of the Indenture has been filed with the Commission as part of our Registration Statement. See "Where You Can Find More Information" on page 3 for information on how to obtain a copy. Because this section is a summary, it does not describe every aspect of the debt securities. This summary is subject to and qualified in its entirety by reference to all the provisions of the 5 7 Indenture, including definitions of certain terms used in the Indenture. For example, in this section we use capitalized words to signify defined terms that have been given special meaning in the Indenture. We describe the meaning for only the more important terms. We also include references in parentheses to certain sections of the Indenture. Wherever we refer to particular sections or defined terms of the Indenture in this Prospectus or in the Prospectus Supplement, those sections or defined terms are incorporated by reference here or in the Prospectus Supplement. This summary also is subject to and qualified by reference to the description of the particular terms of your series described in the Prospectus Supplement. GENERAL As noted above, we may issue debt securities in distinct series at various times. The Indenture does not place any limit on the maximum amount of debt securities we may issue, although we may specify a maximum aggregate principal amount for any particular series of debt securities. (Section 301) The debt securities are not secured by any of our property or assets. Accordingly, your ownership of debt securities means you are one of our unsecured creditors. The debt securities are not subordinated to any of our other debt obligations and therefore they rank equally with all our other unsecured and unsubordinated indebtedness. INFORMATION THAT WILL BE SPECIFIED IN THE PROSPECTUS SUPPLEMENT The Prospectus Supplement specifies the following terms of the particular debt securities we are offering you: o Price of the debt securities; o Title of the debt securities; o Any limit on the maximum aggregate principal amount of the debt securities; o Stated Maturity date on which we must repay principal; o Interest rate which the debt securities will bear, date from which interest will accrue, the dates on which we must pay interest and record dates for interest; o Place where principal and interest will be paid or other means for us to pay you principal and interest; o Whether and how the debt securities may be redeemed before maturity, whether by us at our option or by you at your option, including the price at which the debt securities may be so redeemed; o Whether we must periodically set aside monies in a "sinking fund" to redeem part of the debt securities from time to time, and if so, the terms for that arrangement; 6 8 o The denominations in which the debt securities will be issued, if other than $1,000 and integral multiples of $1,000; o Whether any amount payable on the debt securities will be determined by reference to an index or by a formula, and how those amounts will be determined; o Any foreign currency in which we may pay the debt securities; the manner in which the principal amount would be translated into U.S. dollars if necessary, such as to determine the principal amount outstanding when voting with other series of debt securities; o Any alternate currency in which we may pay the debt securities (whether at our option or yours), and the periods and terms for payment; o How much of the principal amount of the debt securities will be payable upon declaration of acceleration of their Maturity, if more or less than the entire principal amount; o If the actual principal amount payable at the Stated Maturity of any debt securities will not be known at all times prior to the Stated Maturity, the amount to be the principal amount (or the manner of calculating it), including the principal amount that will be due and payable upon any Maturity earlier than the Stated Maturity or that will be treated as outstanding; o Whether some or all of the debt securities are defeasible as described under "Defeasance and Covenant Defeasance - Defeasance and Discharge" on page 16 or "Defeasance and Covenant Defeasance - Covenant Defeasance" on page 16; o Whether any debt securities will be in the form of a Global Security, the wording of any legal legend to be placed on any Global Security in addition to or instead of the legend referred to under "Global Securities" on page 8 and, if different from those described in that subsection, any circumstances under which a Global Security may be exchanged for debt securities registered in the names of Persons other than the Depositary for the Global Security or its nominee; o Any addition to or change in the Events of Default described on page 13 for the debt securities and any change in the right of the Trustee or the Holders to declare the principal amount of any of the debt securities due and payable prior to their Stated Maturity; o Any addition to or change in the covenants in the Indenture described under "Restrictive Covenants" on page 10 applicable to any of the debt securities; o Whether the debt securities may be converted to or exchanged for stock or other securities of ours or another entity, the terms of conversion or exchange and any adjustments thereto, and the period during which the debt securities may be converted or exchanged; and 7 9 o Any other terms of the debt securities. If applicable, the Prospectus Supplement also describes any special United States Federal income tax or other considerations relating to the debt securities, such as when debt securities are sold at original issue discount or denominated in a foreign currency. FORM, EXCHANGE AND TRANSFER Except as provided in the Prospectus Supplement, the debt securities will be issued: o only in fully registered form; o without interest coupons; and o in denominations of $1,000 and greater multiples or as described in the Prospectus Supplement. (Section 302) You may exchange your debt securities for other debt securities of the same series and terms with different authorized denominations and aggregate principal amount. (Section 305) You may arrange to exchange or transfer your debt securities at the office of the Trustee, which will act as the Security Registrar and transfer agent. (Section 305) You will not be required to pay a service charge to transfer or exchange debt securities, but you may be required to pay for any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange will be made after the Security Registrar is satisfied with your evidence of title. If we have designated additional transfer agents, they are named in the Prospectus Supplement. We may cancel the designation of any particular transfer agent. We may approve a change in the office through which the transfer agent acts, but we must have a transfer agent in each Place of Payment for the debt securities. (Section 1002) If we redeem less than all of the debt securities of a particular series, we are not required to (1) register the transfer of or exchange any debt security during the period beginning 15 days before the day we mail the notice of redemption and ending on the day of the mailing or (2) register the transfer of or exchange any debt security selected for redemption (except the unredeemed portion of any debt security being redeemed in part). (Section 305) GLOBAL SECURITIES The Prospectus Supplement indicates whether any of the debt securities we are offering you may be represented by a Global Security. The aggregate principal amount of the Global Security equals the sum of the principal amounts of all the debt securities it represents. The Global Security will be registered in the name of a Depositary, which is identified in the Prospectus Supplement, or its nominee and will be deposited with the Depositary or nominee or a custodian. 8 10 There will be a legend on the Global Security that describes the restrictions on exchanges and transfers explained in the next paragraph. LIMITATION ON YOUR ABILITY TO OBTAIN SECURITIES REGISTERED IN YOUR NAME The Global Security will not be registered in the name of any person, or exchanged for debt securities that are registered in the name of any person, other than the Depositary unless: o the Depositary notifies us that it is unwilling, unable or no longer qualified to continue acting as Depositary; o an Event of Default with respect to the debt securities represented by the Global Security has occurred and is continuing; or o any other circumstances described in the Prospectus Supplement exist. In those circumstances, the Depositary will determine in whose names any securities issued in exchange for the Global Security shall be registered. (Sections 204 and 305) The Depositary or its nominee will be considered the sole owner and Holder of the Global Security for all purposes, and as a result: o You cannot get debt securities registered in your name if they are represented by the Global Security; o You cannot receive certificated (physical) debt securities in exchange for your beneficial interest in the Global Security; o You will not be considered to be the owner or Holder of the Global Security or any debt securities it represents for any purpose; and o All payments on the Global Security will be made to the Depositary or its nominee. Note that the laws of some jurisdictions require that certain kinds of purchasers (for example, certain insurance companies) can only own securities in definitive (certificated) form. These laws may limit your ability to transfer your beneficial interests in the Global Security to these types of purchasers. BENEFICIAL INTERESTS IN GLOBAL SECURITIES Only institutions (such as a securities broker or dealer) that have accounts with the Depositary or its nominee (and are called "participants") and persons that may hold beneficial interests through participants can own a beneficial interest in the Global Security. The only place where the ownership of beneficial interests in the Global Security will appear and the only way the transfer of those interests can be made will be on the records kept by the Depositary (the interests of the participants) and on the records kept by those participants (the interests of Persons holding their interests through participants). 9 11 The policies and procedures of the Depositary, which may change periodically, will apply to payments, transfers, exchanges and other matters relating to beneficial interests in the Global Security. We and the Trustee have no responsibility or liability for any aspect of the Depositary's or any participants' records relating to beneficial interests in the Global Security, including for payments made on the Global Security, and we and the Trustee are not responsible for maintaining, supervising or reviewing any of those records. PAYMENT AND PAYING AGENTS We will pay interest on a debt security that is due on an Interest Payment Date to the Person in whose name the debt security is registered at the close of business on the Regular Record Date for that interest. (Section 307) We will pay amounts due on the debt securities at the office of the Paying Agent or Paying Agents that we designate for that purpose from time to time. We have designated the corporate trust office of the Trustee in The City of New York as a Paying Agent for payments with respect to the debt securities. If we have designated additional initial Paying Agents, they are named in the Prospectus Supplement. We may cancel the designation of any particular Paying Agent or approve a change in the office through which any Paying Agent acts, but we must have a Paying Agent in each Place of Payment for the debt securities. (Section 1002) All money paid by us to a Paying Agent for the payment of amounts due on the debt securities which remain unclaimed at the end of two years will be repaid to us, and after that time the Holder may look only to us and not to the Trustee or the Paying Agent or any other person for payment. (Section 1003) RESTRICTIVE COVENANTS RESTRICTIONS ON MORTGAGES Some of our property may be subject to a mortgage or other legal mechanism that gives our lenders preferential rights in that property over other lenders (including you and the other direct Holders of the debt securities) or over our general creditors if we fail to pay them back. These preferential rights are called "Mortgages". We promise that we will not become obligated on any new debt that is secured by a Mortgage on any of our Principal Properties, or on any shares of stock or debt of any of our Restricted Subsidiaries, unless we grant an equivalent or higher-ranking Mortgage on the same property to you and the other direct Holders of the debt securities. We do not need to comply with this restriction if the amount of all debt that would be secured by Mortgages on Principal Properties (but not including secured debt described in the next paragraph) is less than 15% of our shareholders' equity as of the end of the latest fiscal year. This Restriction on Mortgages does not apply to debt secured by certain types of Mortgages, and we can disregard this debt when we calculate the limits imposed by this restriction. These types of Mortgages are: 10 12 o Mortgages on the property of any of our Restricted Subsidiaries, or on their shares of stock or debt, if those Mortgages existed at the time that corporation became a Restricted Subsidiary; o Mortgages in favor of us or our Restricted Subsidiaries; o Certain mortgages in favor of governmental entities; o Mortgages on property that existed at the time we acquired the property (including property we may acquire through a merger or similar transaction) or that we granted in order to purchase the property (sometimes called "purchase money mortgages"); o Mortgages that extend, renew or replace any of the types of Mortgages listed above; o Certain statutory liens or other similar liens arising in the ordinary course of business of the Company or a Restricted Subsidiary; o Certain pledges, deposits or liens made or arising under worker's compensation or similar legislation, self-insurance arrangements or in certain other circumstances; o Certain liens in connection with legal proceedings, including certain liens arising out of judgments or awards; o Liens for certain taxes or assessments, landlord's liens, leases made in the ordinary course of business which were not incurred in connection with the borrowing of money and which do not, in the opinion of the Company, materially impair the use of the property; and o Mortgages on property created in contemplation of the sale of the property; provided that we must have disposed of the property within 180 days after the creation of the Mortgages and that any debt secured by these Mortgages is without recourse to us or any of our subsidiaries. (Section 1007) We and our subsidiaries are permitted to have as much unsecured debt as we may choose. RESTRICTIONS ON SALES AND LEASEBACKS We promise that neither we nor any of our Restricted Subsidiaries will enter into any sale and leaseback transaction involving a Principal Property, unless we comply with this Restrictive Covenant. A "sale and leaseback transaction" generally is an arrangement between us or a Restricted Subsidiary and a bank, insurance company or other lender or investor where we or the Restricted Subsidiary lease a property which was or will be sold by us or the Restricted Subsidiary to that lender or investor. We can comply with this Restrictive Covenant in either of two different ways. First, we will be in compliance if we or our Restricted Subsidiary could grant a Mortgage on the Principal 11 13 Property in an amount equal to the Attributable Debt for the sale and leaseback transaction without being required to grant an equivalent or higher-ranking Mortgage to you and the other direct Holders of the debt securities under the Restriction on Mortgages described above. Second, we can comply if we retire an amount of Debt, within 90 days of the transaction, equal to at least the Attributable Debt for the sale and leaseback transaction. This Restriction on Sales and Leasebacks does not apply to any sale and leaseback transaction that is between us and one of our Restricted Subsidiaries or between Restricted Subsidiaries, or that involves a lease for a period of three years or less or that involves a lease entered into within 120 days after the latest of the acquisition, completion of construction or commencement of full operation of the Principal Property. CERTAIN DEFINITIONS RELATING TO OUR RESTRICTIVE COVENANTS Following are the meanings of the terms that are important in understanding the Restrictive Covenants previously described. "Attributable Debt" means the present value (discounted at the rate of interest implicit in the terms of the relevant transaction) of the total net amount of rent that is required to be paid by a lessee during the remaining term of any lease. A "Principal Property" is any building or other structure or facility, and the land on which it sits and its associated fixtures, which would be reflected on our consolidated balance sheet prepared in accordance with United States generally accepted accounting principles, except for tangible property located outside the United States and for any of those properties that our Board of Directors has determined are not of material importance to the total business that we and our subsidiaries conduct. A "Restricted Subsidiary" means any of our subsidiaries except one which does not transact a substantial portion of its business in the United States or does not regularly keep a substantial portion of its physical properties in the United States, or one that does not own or hold any Principal Property. A "subsidiary" is a corporation in which we and/or one or more of our other subsidiaries owns more than 50% of the voting stock, which is a kind of stock that ordinarily permits its owners to vote for the election of directors. CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE We are generally permitted to consolidate or merge with another Person, or to convey, transfer or lease all or substantially all of our property or assets or acquire all or substantially all of the property or assets of another Person. However, we may not do so unless the following conditions are met: o the successor Person (if any) is a corporation, partnership, trust or other entity organized under the laws of any domestic jurisdiction and it assumes our obligations on the debt securities; o immediately after giving effect to the transaction, and treating any indebtedness which becomes our obligation or the obligation of our subsidiary as a result of the 12 14 transaction as having been incurred by us at the time of the transaction, no Event of Default (and no event which, after notice or lapse of time or both, would become an Event of Default) shall have happened and be continuing; o if, as a result of the transaction, any of our property would become subject to a Mortgage that would not be permitted under the limitation on Mortgages described above under "Restrictive Covenants" on page 10, we take whatever steps as are necessary to secure the debt securities equally and ratably with (or prior to) the indebtedness secured by that Mortgage; and o certain other conditions are met. (Section 801) EVENTS OF DEFAULT The term "Event of Default" means any of the following: o we do not pay interest on any debt security for 30 days; o we do not pay the principal or any premium on any debt security when due; o we do not deposit any sinking fund payment when due; o we do not perform any other covenant in the Indenture for 90 days after written notice by the Trustee or the Holders of at least 25% of the Outstanding debt securities of that series; o certain events in bankruptcy, insolvency or reorganization; and o any other Event of Default described in the Prospectus Supplement. (Section 501) REMEDIES IF AN EVENT OF DEFAULT OCCURS If an Event of Default (other than certain events in bankruptcy, insolvency or reorganization) has occurred and is continuing, the Trustee or the Holders of at least 50% in aggregate principal amount of the debt securities of the relevant series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. If an Event of Default occurs because of certain events in bankruptcy, insolvency or reorganization, the principal amount of all the debt securities of that series will be due and immediately payable automatically, without any action by the Trustee or any Holder. Subject to certain conditions, any declaration of acceleration may be rescinded by the Holders of not less than 50% in aggregate principal amount of the debt securities of that series. (Section 502) Except in cases of default, where the Trustee has certain duties, the Trustee is not obligated to exercise any of its rights or powers under the Indenture at the request of any Holders unless the Holders offer the Trustee reasonable indemnity. (Section 603) If reasonable 13 15 indemnity is provided, the Holders of a majority in aggregate principal amount of the Outstanding debt securities of the relevant series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, for debt securities of that series. (Section 512) Before you may take any action to institute any proceeding relating to the Indenture, or to appoint a receiver or a trustee, or for any other remedy, the following must occur: o you must have given the Trustee written notice of a continuing Event of Default; o the Holders of at least 33 1/3 % of the aggregate principal amount of all Outstanding debt securities of the relevant series must make a written request of the Trustee to take action because of the default and must have offered reasonable indemnification to the Trustee against the cost, liabilities and expenses of taking action; and o the Trustee must not have taken action for 60 days after receipt of notice and offer of indemnification. (Section 507) However, you are entitled at any time to bring a lawsuit for the payment of amounts due on your debt security on or after the due date. (Section 508) We will furnish to the Trustee every year a statement of certain of our officers as to their knowledge of any default by us in performing our obligations under the Indenture. (Section 1009) MODIFICATION AND WAIVER The consent of the Holders of at least a majority in principal amount of the Outstanding debt securities of each series affected by a modification or amendment is required to make the modification or amendment to the Indenture. However, the following actions require the consent of the Holder of each Outstanding debt security affected: o change the Stated Maturity of the principal or interest on a debt security; o reduce any amounts due on a debt security; o reduce the amount of principal payable upon acceleration of the Maturity of a debt security; o change the place or currency of payment on a debt security; o impair the right to institute suit for the enforcement of any payment on any debt security; o reduce the percentage of Holders whose consent is needed to modify or amend the Indenture; 14 16 o reduce the percentage of Holders whose consent is needed to waive compliance with certain provisions of the Indenture or to waive certain defaults; and o modify the provisions dealing with modification and waiver of the Indenture. (Section 902) The Holders of at least a majority in principal amount of the Outstanding debt securities of the affected series must consent to waive compliance by us with certain restrictive provisions of the Indenture. The Holders of a majority in principal amount of the Outstanding debt securities of the affected series may waive any past default, except a payment default and default in the certain covenants and provisions of the Indenture which cannot be amended without the consent of the Holder of each Outstanding debt security of that series. (Section 513) In determining what constitutes "Outstanding debt securities": o for Original Issue Discount debt securities, the principal amount that would be due and payable on the date in question if the Maturity of those debt securities were accelerated to that date will be considered Outstanding; o for debt securities the principal amount of which is not determinable (for example, because it is based on an index), an amount determined in the manner prescribed for that debt security will be considered to be Outstanding; and o for debt securities denominated in one or more foreign currencies or currency units, the U.S. dollar translation of the amount calculated in the manner prescribed for that debt security will be considered Outstanding. Debt securities will not be considered Outstanding if money for their payment or redemption has been deposited or set aside in trust for the Holders or if they have been fully defeased as described under "Defeasance and Covenant Defeasance - Defeasance and Discharge" on page 16. (Section 101) We will generally be entitled to set any day as a record date for the purpose of determining the Holders of Outstanding debt securities that are entitled to take any action under the Indenture. In certain limited circumstances, the Trustee will be entitled to set a record date for action by Holders. If a record date is set for any action to be taken by Holders of a particular series, the action may be taken only by persons who are Holders of Outstanding debt securities of that series on the record date and must be taken within 180 days following the record date or any other shorter period as we may specify (or as the Trustee may specify, if it set the record date), which period may be shortened or lengthened (but not beyond 180 days) from time to time. (Section 104) DEFEASANCE AND COVENANT DEFEASANCE The following discussion of defeasance and covenant defeasance will be applicable to the debt securities we are offering you only to the extent specified in the Prospectus Supplement. (Section 1301) 15 17 DEFEASANCE AND DISCHARGE We can elect to be discharged from all of our obligations under the debt securities if: o we deposit in trust for the benefit of you and the other Holders of the debt securities money and/or government securities sufficient to pay amounts due on the debt securities on their respective Stated Maturities; and o we deliver an opinion of counsel to the Trustee to the effect that an IRS ruling or a change in tax law provides that the Holders of the debt securities will be subject to Federal income tax with respect to the debt securities as if that deposit, defeasance and discharge did not occur and will not recognize gain or loss for Federal income tax purposes as a result of that deposit, defeasance and discharge. (Sections 1302 and 1304) COVENANT DEFEASANCE We can elect not to comply with certain restrictive covenants, including those described under "Restrictive Covenants" on page 10 and in the third bullet point under "Consolidation, Merger, Conveyance, Transfer or Lease" on page 12 and any that may be described in the applicable Prospectus Supplement and that the occurrence of certain Events of Default, which are described in the fourth and fifth bullet points under "Events of Default" on page 13 and any that are described in the Prospectus Supplement, will not be Events of Default, provided that we: o deposit in trust for the benefit of you and the other Holders of debt securities money and/or government securities sufficient to pay amounts due on the debt securities on their respective Stated Maturities; and o deliver to the Trustee an Opinion of Counsel to the effect that Holders of the debt securities will be subject to Federal income tax on the same amount, in the same manner and at the same times as would have been the case if that deposit and defeasance did not occur and will not recognize gain or loss for Federal income tax purposes as a result of that deposit and defeasance. Note that the amount of moneys and U.S. government obligations deposited in trust may not be sufficient to pay amounts due on debt securities upon an acceleration resulting from an Event of Default. In such a case, we will remain liable for the payments. (Sections 1303 and 1304) NOTICES Notices to you will be mailed to your address as it appears in the Security Register. (Section 106) TITLE We and the Trustee and our respective agents may treat the Person in whose name your debt security is registered as the absolute owner thereof for all purposes, including making payment to that Person. 16 18 CONCERNING THE TRUSTEE We maintain deposit accounts and banking and borrowing relations with the Trustee, including our revolving credit agreements, under which the Trustee is a lending bank. As of March 28, 1999, we had no outstanding borrowings under our revolving credit agreements. The Trustee is the issuing and paying agent for our commercial paper borrowings and serves as registrar and transfer agent for our common stock. The Trustee is also trustee of the 6.3% Senior Notes due 2005, the 8.5% Amortizing Notes due 2001 and the 9.875% Debentures due 2009 issued pursuant to an Indenture, dated as of February 15, 1986, as supplemented by the First Supplemental Indenture, dated as of April 15, 1989, each between us and the Trustee (as successor to Manufacturers Hanover Trust Company) and the 6.625% Notes due 2007, the 7.15% Debentures due 2027 and the 6.875% Debentures due 2029 issued pursuant to an Indenture dated as of November 4, 1997 between us and the Trustee (collectively, the "Other Indenture Securities"). Under the provisions of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), upon the occurrence of a default under an indenture, if a trustee has a conflicting interest (as defined in the Trust Indenture Act) the trustee must, within 90 days, either eliminate the conflicting interest or resign. Under the provisions of the Trust Indenture Act, an indenture trustee shall be deemed to have a conflicting interest if the trustee is a creditor of the obligor. If the trustee fails either to eliminate the conflicting interest or to resign within 10 days after the expiration of the 90-day period, the trustee is required to notify security holders to this effect and any security holder who has been a bona fide holder for at least six months may petition a court to remove the trustee and to appoint a successor trustee. PLAN OF DISTRIBUTION We may sell debt securities to or through one or more underwriters or dealers and also may sell Debt Securities to other investors directly or through agents. Goldman, Sachs & Co. may be one of these underwriters. The distribution of the debt securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to those prevailing market prices or at negotiated prices. In connection with the sale of Debt Securities, underwriters may receive compensation from us or from purchasers of debt securities for whom they may act as agents in the form of discounts, concessions or commissions. Underwriters may sell debt securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of debt securities may be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the resale of debt securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. Any underwriter or agent will be identified, and any compensation received from us will be described, in the applicable Prospectus Supplement. 17 19 Under agreements which may be entered into by us, underwriters and agents who participate in the distribution of debt securities may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act. VALIDITY OF THE DEBT SECURITIES Unless otherwise indicated in a Prospectus Supplement relating to offered debt securities, the validity of the debt securities will be passed upon by Orrick, Herrington & Sutcliffe LLP, San Francisco, California, and by Sullivan & Cromwell, Los Angeles, California, counsel for the underwriters or agents. EXPERTS Our consolidated financial statements as of December 27, 1998 and December 28, 1997 and for each of the three fiscal years in the period ended December 27, 1998, incorporated in this Prospectus and Registration Statement by reference from our Annual Report on Form 10-K for the fiscal year ended December 27, 1998 have been audited by Ernst & Young LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of that firm given upon their authority as experts in accounting and auditing. 18 20 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following is an itemized statement of our expenses in connection with the issue of the debt securities. Registration fee........................................ $ 139,000 Rating agencies fees.................................... 538,000 Fees and expenses of Trustee............................ 10,000 Printing expenses....................................... 80,000 Blue Sky and legal investment fees and expense.......... 10,000 Accountants' fees and expenses.......................... 80,000 Counsel fees and expenses............................... 180,000 Miscellaneous........................................... 6,000 ---------- Total.............................................. $1,043,000 ==========
All except the first of the foregoing amounts are estimates. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under Section 607.0850 of the Florida Business Corporation Act, the Registrant is in certain circumstances permitted, and in other circumstances may be required, to indemnify its directors and officers against certain expenses (including counsel fees) and other amounts paid in connection with certain threatened, pending or completed civil or criminal actions, suits or proceedings (including certain civil actions and suits which may be instituted by or in right of the Registrant), in which these persons were or are parties, or are threatened to be made parties, by reason of the fact that these persons were or are directors or officers of the Registrant. This section also permits the Registrant to purchase and maintain insurance on behalf of its directors and officers against any liability which may be asserted against, or incurred by, these persons in their capacities as directors or officers of the Registrant, or which may arise out of their status as directors or officers of the Registrant whether or not the Registrant would have the power to indemnify these persons against liability under the provisions of this section. Under Article VII of the Registrant's Bylaws, the Registrant is in certain instances required to indemnify its directors and officers against certain expenses (including counsel fees), judgments, fines and other sums paid in connection with the defense or settlement of certain threatened, pending or completed civil or criminal actions, suits or proceedings (including certain civil actions and suits which may be instituted by or in right of the Registrant), to which these persons are parties or are otherwise involved in, by reason of the fact that these persons were or are directors or officers of the Registrant. For the complete text of Article VII of the Registrant's Bylaws, reference is made to Exhibit No. 4(b) to Registrant's Registration Statement on Form S-3 (Registration No. 33-41304), which exhibit is incorporated herein by reference. II-1 21 Registrant maintains insurance for its officers and directors against certain liabilities, including liabilities under the Securities Act of 1933, under insurance policies, the premiums for which are paid by Registrant. The effect of these insurance policies is to indemnify any officer or director of Registrant against expenses, judgments, fines, attorneys' fees and other amounts paid in settlements incurred by him, subject to certain exclusions. The policies do not insure against any amount incurred by an officer or director as a result of his own dishonesty. ITEM 16. EXHIBITS.
EXHIBIT NUMBER EXHIBIT ------- ------- 1.1 Form of Underwriting Agreement. 4.1 Indenture, dated as of November 4, 1997, between Knight Ridder and The Chase Manhattan Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3, SEC's File No. 333-37603). 4.2 Form of Debt Security (included in Exhibit 4.1 hereto). 5.1 Opinion of Orrick, Herrington & Sutcliffe LLP as to the validity of the Debt Securities. 12.1 Statement Setting Forth Computation of Ratio of Earnings to Fixed Charges. 23.1 Consent of Ernst & Young LLP. 23.2 The consent of Orrick, Herrington & Sutcliffe LLP is contained in the opinion filed as Exhibit 5.1 to this Registration Statement. 24.1 Powers of Attorney of Directors and Officers of the Company. 25.1 Form T-1 Statement of Eligibility and Qualification of The Chase Manhattan Bank of New York, as Trustee.
ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum II-2 22 aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement, or any material change to that information in the registration statement; provided, however, that paragraphs (i) and (ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by a director, officer or controlling person in connection with the Securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether the indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of that issue. II-3 23 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 21st day of May, 1999. KNIGHT-RIDDER, INC. By: /s/ Ross Jones ------------------------------------- Ross Jones (Senior Vice President and Chief Financial Officer) POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE --------- -------- ---- PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR: * Chairman of the Board, Chief May 21, 1999 - --------------------------------- Executive Officer and Director P. Anthony Ridder PRINCIPAL FINANCIAL OFFICER: /s/ Ross Jones Senior Vice President and Chief May 21, 1999 - --------------------------------- Financial Officer Ross Jones PRINCIPAL ACCOUNTING OFFICER: * Vice President and Controller May 21, 1999 - --------------------------------- Gary R. Effren DIRECTORS: Director May 21, 1999 * - --------------------------------- James I. Cash Jr. * Director May 21, 1999 - --------------------------------- Joan Ridder Challinor * Director May 21, 1999 - --------------------------------- Alvah H. Chapman Jr. * Director May 21, 1999 - --------------------------------- Kathleen Foley Feldstein
II-4 24
SIGNATURE CAPACITY DATE --------- -------- ---- * Director May 21, 1999 - --------------------------------- Thomas P. Gerrity * Director May 21, 1999 - --------------------------------- Barbara Barnes Hauptfuhrer * Director May 21, 1999 - --------------------------------- M. Kenneth Oshman * Director May 21, 1999 - --------------------------------- Randall L. Tobias * Director May 21, 1999 - --------------------------------- Gonzalo F. Valdes-Fauli * Director May 21, 1999 - --------------------------------- John L. Weinberg *By: /s/ Ross Jones ---------------------------- Ross Jones Attorney-in-fact
II-5 25 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT ------- ------- 1.1 Form of Underwriting Agreement. 4.1 Indenture, dated as of November 4, 1997, between Knight Ridder and The Chase Manhattan Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3, SEC's File No. 333-37603). 4.2 Form of Debt Security (included in Exhibit 4.1 hereto). 5.1 Opinion of Orrick, Herrington & Sutcliffe LLP as to the validity of the Debt Securities. 12.1 Statement Setting Forth Computation of Ratio of Earnings to Fixed Charges. 23.1 Consent of Ernst & Young LLP. 23.2 The consent of Orrick, Herrington & Sutcliffe LLP is contained in the opinion filed as Exhibit 5.1 to this Registration Statement. 24.1 Powers of Attorney of Directors and Officers of the Company. 25.1 Form T-1 Statement of Eligibility and Qualification of The Chase Manhattan Bank of New York, as Trustee.
EX-1.1 2 FORM OF UNDERWRITING AGREEMENT 1 EXHIBIT 1.1 Knight-Ridder, Inc. Debt Securities Underwriting Agreement , 19 Goldman, Sachs & Co., c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004 Ladies and Gentlemen: From time to time Knight-Ridder, Inc., a Florida corporation (the "Company"), proposes to enter into one or more Pricing Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the "Underwriters" with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the "Securities") specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the "Designated Securities"). The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the indenture (the "Indenture") identified in such Pricing Agreement. 1. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the "Representatives"). The term "Representatives" also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the registration statement and prospectus with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed 2 writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint. 2. The Company represents and warrants to, and agrees with, each of the Underwriters that: (a) A registration statement on Form S-3 (File No. 333-[ ] (the "Initial Registration Statement") in respect of the Securities has been filed with the Securities and Exchange Commission (the "Commission"); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to the Initial Registration Statement, but including all documents incorporated by reference in the prospectus contained therein, to the Representatives for each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), which became effective upon filing, and prospectuses filed pursuant to Rule 424(b) under the Act, no other document with respect to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or overtly threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act, is hereinafter called a "Preliminary Prospectus"); the various parts of the Initial Registration Statement and Rule 462(b) Registration Statement, if any, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the Initial Registration Statement at the time such part of the registration statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, but excluding Form T-1, each as amended at the time such part of the Initial Registration Statement became effective, are hereinafter collectively called the "Registration Statement"; the prospectus relating to the Securities, in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, being hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective 2 3 date of the Initial Registration Statement that is incorporated by reference in the Registration Statement; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the applicable Designated Securities in the form in which it is first filed, or transmitted for filing, with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing or transmittal); (b) The documents incorporated by reference in the Prospectus as amended or supplemented, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in such Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities; (c) The Registration Statement and the Prospectus as amended or supplemented conform, and any further amendments or supplements to the Registration Statement or such Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to such Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities; (d) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, which has had a material 3 4 adverse effect on the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus as amended or supplemented, there has not been any change in the capital stock (other than issuances of common stock pursuant to employee benefit plans, repurchases by the Company of its common stock which do not have a material effect on the consolidated financial position of the Company and its subsidiaries or conversion of outstanding convertible securities) or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented; (e) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus as amended or supplemented, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business, so as to require such qualification, other than such failures to qualify which would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole; and each significant subsidiary, as that term is defined in Rule 1-02 of Regulation S-X under the Act (collectively, the "Significant Subsidiaries") has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; (f) The Company has an authorized capitalization as set forth in the Prospectus as amended or supplemented, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued shares of capital stock of each Significant Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and (except for directors qualifying shares and except as set forth in the Prospectus, as amended or supplemented, free and clear of all liens, encumbrances, equities or claims other than those liens, encumbrances, equities or claims which would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole; (g) The Securities have been duly authorized by the Company, and, when Designated Securities are issued and delivered pursuant to this Agreement and the Pricing Agreement with respect to such Designated Securities, such Designated Securities will have been duly executed, authenticated, issued and delivered by the Company and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles and will be entitled to the benefits provided by the Indenture, which will be substantially in the form filed as an exhibit to or incorporated by 4 5 reference in the Registration Statement; the Indenture has been duly authorized by the Company and duly qualified under the Trust Indenture Act and, at the Time of Delivery for such Designated Securities (as defined in Section 4 hereof), assuming due authorization, execution and delivery by the Trustee, will constitute a valid and legally binding instrument, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Indenture conforms, and the Designated Securities will conform, in all material respects, to the descriptions thereof in the Prospectus as amended or supplemented with respect to such Designated Securities; (h) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture, this Agreement and any Pricing Agreement, and the consummation by the Company of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, other than such conflicts, breaches, or defaults which would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the transactions contemplated by this Agreement, the Pricing Agreement or the Indenture, nor will such action result in any violation of the provisions of the Restated Articles of Incorporation or the By-Laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities by the Company or the consummation by the Company of the other transactions contemplated by this Agreement or any Pricing Agreement or the Indenture, except the registration of the Securities under the Act and the qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Designated Securities by the Underwriters; (i) Other than as set forth in the Prospectus as amended or supplemented, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which the Company has reason to believe would, individually or in the aggregate, have a material adverse effect on the consolidated financial position, shareholders' equity or results of operations of the Company and its subsidiaries, taken as a whole; and no such proceedings are overtly threatened; (j) The accountants of the Company who have certified certain financial statements of the Company and its subsidiaries are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder; and 5 6 (k) The discussion of the Year 2000 issue under the caption "Year 2000 Readiness Disclosures" in Item 2 of our Quarterly Report on Form 10-Q included or incorporated by reference in the Prospectus, when filed with the Commission, taken as a whole, does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, taken as a whole, in light of the circumstances under which they were made, not misleading. 3. Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of the Designated Securities, the several Underwriters propose to offer the Designated Securities for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented. 4. Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in definitive form, or in the form of one or more global certificates representing all such Designated Securities, if the related Pricing Agreement so provides, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours' prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by certified bank check or checks or by wire transfer, payable to the order of the Company in the funds specified in such Pricing Agreement, all in the manner and at the place and time and date specified in such Pricing Agreement or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the "Time of Delivery" for such Securities. 5. The Company agrees with each of the Underwriters of any Designated Securities: (a) To prepare the Prospectus as amended or supplemented in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b); to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities to which the Representatives for such Securities shall reasonably object promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed, or transmitted for filing, with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending 6 7 the use of any prospectus relating to the Securities, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or overt threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or as a dealer in securities or to file a general consent to service of process in any jurisdiction; (c) Prior to 12:00 p.m., New York City time, on the New York Business Day next succeeding the date of the Pricing Agreement and from time to time, to furnish the Underwriters with copies of the Prospectus as amended or supplemented in New York City in such quantities as the Representatives may reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon their request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; (d) To make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158); and (e) During the period beginning from the date of the Pricing Agreement for such Designated Securities and continuing to and including the earlier of (i) the termination of trading restrictions for such Designated Securities, as notified to the Company by the 7 8 Representatives and (ii) the Time of Delivery for such Designated Securities, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which mature more than one year after such Time of Delivery and which are substantially similar to such Designated Securities, without the prior written consent of the Representatives. 6. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) The fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) The cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) All expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) Any fees charged by securities rating services for rating the Securities; (v) Any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) The cost of preparing the Securities; (vii) The fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (viii) All other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 8 and Section 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make. 7. The obligations of the Underwriters of any Designated Securities under the Pricing Agreement relating to such Designated Securities shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of 8 9 the Company in or incorporated by reference in the Pricing Agreement relating to such Designated Securities are, at and as of the Time of Delivery for such Designated Securities, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) The Prospectus as amended or supplemented in relation to the applicable Designated Securities shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives' reasonable satisfaction; (b) Sullivan & Cromwell, counsel for the Underwriters, shall have furnished to the Representatives such opinion or opinions (a draft of each such opinion is attached as Annex IV(a) hereto), dated the Time of Delivery for such Designated Securities, with respect to the incorporation of the Company, the validity of the Indenture, the Designated Securities, the Registration Statement, the Prospectus as amended or supplemented and other related matters, as the Representatives may reasonably request; in giving such opinions, Sullivan & Cromwell may rely upon the opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. with respect to all matters of Florida law; and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) Orrick, Herrington & Sutcliffe LLP, counsel for the Company, shall have furnished to the Representatives their written opinion (a draft of such opinion is attached as Annex IV(b) hereto), dated the Time of Delivery for such Designated Securities, in the form attached hereto, to the effect that: (i) This Agreement and the Pricing Agreement with respect to the Designated Securities have been duly executed and delivered by the Company; (ii) When authenticated and issued in accordance with the Indenture, the Designated Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws of general applicability relating to or affecting creditors' rights and to general equity principles (regardless of whether enforceability is considered in a proceeding in equity or at law) and are entitled to the benefits provided by the Indenture; (iii) The Indenture has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws of general 9 10 applicability relating to or affecting creditors' rights and to general equity principles (regardless of whether enforceability is considered in a proceeding in equity or at law); and the Indenture has been duly qualified under the Trust Indenture Act; (iv) No consent, approval, authorization, order, registration or qualification of or with any governmental agency or body is required for the issue and sale of the Designated Securities or the consummation by the Company of the transactions contemplated by this Agreement or such Pricing Agreement or the Indenture, except such as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Designated Securities by the Underwriters; (v) The issue and sale of the Designated Securities and the compliance by the Company with all the provisions of the Designated Securities, the Indenture, the Underwriting Agreement and the Pricing Agreement with respect to the Designated Securities and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any statute, rule or regulation known to us, which conflict, breach or violation would (x) individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries or (y) adversely affect the validity of the Designated Securities; and (vi) The statements set forth in the Prospectus under the captions "Description of Debt Securities" and "Description of the Debentures", insofar as they purport to constitute a summary of the terms of the Debt Securities, and insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and fair in all material respects; (d) Karen Stevenson, Vice President and General Counsel of the Company, shall have furnished to the Representatives her written opinion (a draft of such opinion is attached as Annex IV(c) hereto), dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that: (i) Philadelphia Newspapers, Inc. (the "Subsidiary") has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of capital stock of such Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and to such counsel's knowledge, are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims which would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole; 10 11 (ii) To the knowledge of such counsel, there is no litigation or governmental proceeding pending or threatened against the Company or any of its subsidiaries which is required to be disclosed in the Prospectus, as amended or supplemented, pursuant to the Act or the rules and regulations promulgated thereunder and is not disclosed therein; (iii) The issue and sale of the Designated Securities being delivered by the Company pursuant to this Agreement and the Pricing Agreement with respect to the Designated Securities and the compliance by the Company with all of the provisions of the Designated Securities, the Indenture, this Agreement and the Pricing Agreement with respect to the Designated Securities and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties or assets of the Company or any of its subsidiaries is subject, except for such conflicts, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the transactions contemplated by this Agreement, the Pricing Agreement or the Indenture; (iv) Insofar as such documents are relevant to the offering of the Designated Securities and have not been modified or superceded, the documents incorporated by reference in the Registration Statement or the Prospectus, as amended or supplemented, or any further amendment or supplement thereto made by the Company prior to such Time of Delivery, when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and, insofar as such documents are relevant to the offering of the Designated Securities and have not been modified and superceded, such counsel does not believe that any of such documents, when such documents became effective or were so filed, as the case may be, contained, in the case of a registration statement which became effective under the Act, an untrue statement of a material fact, or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or, in the case of other documents which were filed under the Exchange Act with the Commission, an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such documents were so filed, not misleading; such opinion may state that such counsel does not express any opinion or belief as to the financial statements and notes thereto, related schedules and exhibits and other financial data contained in or omitted from such documents; and such counsel does not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus, as amended or 11 12 supplemented, or required to be described in the Registration Statement or the Prospectus, as amended or supplemented, which are not filed or incorporated by reference or described as required, in each case, pursuant to the Act and the rules and regulations of the Commission thereunder; and (v) The Registration Statement and the Prospectus as amended or supplemented and any further amendments and supplements thereto made by the Company prior to the Time of Delivery for the Designated Securities (other than the financial statements and notes thereto, related schedules and exhibits and other financial data contained in or omitted from such documents, as to which such counsel need express no opinion), insofar as such documents are relevant to the offering of the Designated Securities and have not been modified or superceded, comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder; although she does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, she has no reason to believe that, insofar as such documents are relevant to the offering of the Designated Securities and have not been modified or superceded, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to the Time of Delivery (other than the financial statements and notes thereto, related schedules and exhibits and other financial data contained in or omitted from such documents, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus as amended or supplemented or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and notes thereto, related schedules and exhibits and other financial data contained in or omitted from such documents, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, insofar as such documents are relevant to the offering of the Designated Securities and have not been modified or superceded, as of the Time of Delivery, either the Registration Statement or the Prospectus as amended or supplemented or any further amendment or supplement thereto made by the Company prior to the Time of Delivery (other than the financial statements and notes thereto, related schedules and exhibits and other financial data contained in or omitted from such documents, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (e) Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., Florida counsel for the Company, shall have furnished to the Representatives their written opinion (a draft of such opinion is attached as Annex IV(d) hereto), dated the Time of Delivery for such Designated Securities, in the form attached hereto, to the effect that: 12 13 (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Florida, with the corporate power and authority to own its properties and conduct its business; (ii) This Agreement and the Pricing Agreement with respect to the Designated Securities have been duly authorized; and (iii) The Designated Securities and the Indenture have been duly authorized; (f) On the date of the Prospectus as amended or supplemented at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and prior to the Time of Delivery and also at the Time of Delivery, the independent accountants of the Company who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement shall have furnished to the Representatives a letter or letters, dated the respective dates of delivery thereof, to the effect set forth in Annex II hereto, and with respect to such letter dated such Time of Delivery, as to such other matters as the Representatives may reasonably request and in form and substance satisfactory to the Representatives (the executed copy of the letter delivered prior to the execution of this Agreement is attached as Annex II(a) hereto and a draft of the form of letter to be delivered on the effective date of any post-effective amendment to the Registration Statement and as of each Time of Delivery is attached as Annex II(b) hereto); (g) (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, which would have a material adverse effect on the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented; and (ii) Since the respective dates as of which information is given in the Prospectus as amended or supplemented there shall not have been any change in the capital stock (other than issuances of common stock pursuant to employee benefit plans, repurchases by the Company of its common stock which do not have a material effect on the consolidated financial position of the Company and its subsidiaries or conversion of outstanding convertible securities) or long-term debt of the Company and its subsidiaries consolidated or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Company and its subsidiaries consolidated, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented, the effect of which, in any such case described in Clause (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with 13 14 the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Prospectus as amended or supplemented; (h) On or after the date of the Pricing Agreement relating to the Designated Securities: (i) No downgrading shall have occurred in the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act and (ii) No such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; (i) On or after the date of the Pricing Agreement relating to the Designated Securities there shall not have occurred any of the following: (i) A suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) A general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities; or (iii) The outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war if the effect of any such event specified in this Clause (iii) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Prospectus as amended or supplemented; (j) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of the Pricing Agreement; and (k) The Company shall have furnished or caused to be furnished to the Representatives at the Time of Delivery for the Designated Securities a certificate or certificates of officers of the Company reasonably satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsection (a) of this Section and as to such other matters as the Representatives may reasonably request. 8. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement 14 15 or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities or was made in reliance upon the Trustee's statement of eligibility and qualification on Form T-1; and provided, further, that the Company shall not be liable to any Underwriter of Designated Securities under the indemnity agreement in this subsection (a) with respect to any Preliminary Prospectus to the extent that any such loss, claim, damage or liability of such Underwriter results from the fact such Underwriter sold Designated Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) in any case where such delivery is required by the Act if the Company has previously furnished copies thereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Preliminary Prospectus which was corrected in the Prospectus (or the Prospectus as amended or supplemented). (b) Each Underwriter will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and will reimburse the 15 16 Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel selected by it and satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party (which consent shall not be unreasonably withheld or delayed), be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. An indemnifying party shall not be required to indemnify an indemnified party for any amount paid or payable by the indemnified party in settlement of any claim, action, proceeding or investigation without the written consent of the indemnifying party. (d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters of the Designated Securities on the other from the offering of the Designated Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters of the Designated Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a 16 17 material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Securities and not joint. (e) The obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act. 9. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities which it has agreed to purchase under the Pricing Agreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company 17 18 agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Designated Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default. 10. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Securities. 11. If any Pricing Agreement shall be terminated pursuant to Section 9 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Securities covered by such Pricing Agreement except as provided in Section 6 and Section 8 hereof, but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the 18 19 representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Section 6 and Section 8 hereof. 12. In all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement: Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters' Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. 13. This Agreement and each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Section 8 and Section 10 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any such Pricing Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase. 14. Time shall be of the essence of each Pricing Agreement. As used herein, "business day" shall mean any day when the Commission's office in Washington, D.C. is open for business. 15. This Agreement and each Pricing Agreement shall be construed in accordance with the laws of the State of New York. 16. This Agreement and each Pricing Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. 19 20 If the foregoing is in accordance with your understanding, please sign and return four counterparts hereof. Very truly yours, Knight-Ridder, Inc. By: --------------------------- Name: Title: Accepted as of the date hereof: Goldman, Sachs & Co. By: ----------------------------------- (Goldman, Sachs & Co.) 20 21 ANNEX I Pricing Agreement Goldman, Sachs & Co., As Representative of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004 , 19 Ladies and Gentlemen: Knight-Ridder, Inc., a Florida corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated , 19 (the "Underwriting Agreement"), between the Company on the one hand and Goldman, Sachs & Co. and [(Name(s) of Co-Representative(s) named therein)] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty with respect to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation and warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Registration Statement herein and in the provisions of the Underwriting Agreement so incorporated by reference shall mean the registration statement on Form S-3 (File No. 333-[ ]), effective , 19 . Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in 1 22 Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Knight-Ridder, Inc. By: ---------------------------- Name: Title: Accepted as of the date hereof: Goldman, Sachs & Co. By: ------------------------------------- (Goldman, Sachs & Co.) On behalf of each of the Underwriters 2 23 SCHEDULE I
Principal Amount of Designated Securities to be Underwriter Purchased - ------------------------------------------- ---------------- Goldman, Sachs & Co........................... $ [Names of other Underwriters]................. ---------------- Total......................................... $ ================
1 24 SCHEDULE II Title of Designated Securities: [ %] [Floating Rate] [Zero Coupon] [Notes] [Debentures] due Aggregate principal amount: $ Price to Public: % of the principal amount of the Designated Securities, plus accrued interest [, if any,] from to [and accrued amortization, if any from to ] Purchase Price by Underwriters: % of the principal amount of the Designated Securities, plus accrued interest from to [and accrued amortization, if any, from to ] Specified funds for payment of purchase price: Immediately available funds Indenture: Indenture dated as of November 4, 1997, between the Company and The Chase Manhattan Bank, as Trustee Maturity: Interest Rate: [ %] [Zero Coupon] [see Floating Rate Provisions] Interest Payment Dates: [months and dates, commencing , 19 ] Redemption Provisions: [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the Company, in the amount of [$] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12-month period beginning , 25 Redemption Year Price ---- ----- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling on or after , , at the election of the Company, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for changes in tax law] [Restriction on refunding] Sinking Fund Provisions [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest]. [If Designated Securities are extendable debt Securities, insert -- Extendable provisions: Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert -- Floating Rate Provisions: Initial annual interest rate will be % through , [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month] [securities] [certificates of deposit] issued by and 2 26 [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] Defeasance provisions: Time of Delivery: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Goldman, Sachs & Co. Address for Notices, etc.: Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 (212) 902-3000 [Other Terms]: 3 27 ANNEX II Pursuant to Section 7 (e)(i) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that: (i) They are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supplementary financial information and schedules audited (and, if applicable, prospective financial statements and/or pro forma financial information examined) by them and included or incorporated by reference in the Registration Statement or the Prospectus as amended or supplemented comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information, prospective financial statements and/or condensed financial statements derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the representatives of the Underwriters (the "Representatives"); (iii) They have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS 71, Interim Financial Information, on the unaudited consolidated condensed balance sheets and the unaudited consolidated condensed statements of income and cash flows included in the Prospectus as amended or supplemented and/or included in the Company's quarterly reports on Form 10-Q incorporated by reference into the Prospectus as amended or supplemented, and have inquired of certain officials of the Company who have responsibility for financial and accounting matters as to whether the unaudited consolidated condensed financial statements referred to in paragraph (vi)(A) below comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations, and on the basis of such procedures and inquiries, nothing came to their attention that caused them to believe that the unaudited condensed consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations; (iv) They have compared the unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the five most recent fiscal years included in the Prospectus as amended or supplemented and included or incorporated by reference in Item 6 of the Company's Annual Report on Form 10-K for the most recent fiscal year to the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such five fiscal years which were included or incorporated by reference in the Company's Annual Reports on Form 10-K for such fiscal years and found them to be 28 in agreement; (v) They have compared the information in the Prospectus as amended or supplemented under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Items 301, 302, 402 and 503(d), respectively, of Regulation S-K; (vi) On the basis of limited procedures, not constituting an audit in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus as amended or supplemented do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with the basis for the audited consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (B) any other unaudited income statement data and balance sheet items included in the Prospectus as amended or supplemented do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (C) the unaudited financial statements which were not included in the Prospectus as amended or supplemented but from which were derived the unaudited condensed financial statements referred to in Clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus as amended or supplemented and referred to in Clause (B) were not determined on a basis substantially consistent with the basis for the audited 29 financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (D) any unaudited pro forma condensed consolidated financial statements included or incorporated by reference in the Prospectus as amended or supplemented do not comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; (E) as of a specified date not more than five days prior to the date of such letter, there have been any changes in the consolidated capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn-outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest balance sheet included or incorporated by reference in the Prospectus as amended or supplemented) or any increase in the consolidated long-term debt of the Company and its subsidiaries, or any decreases in consolidated net current assets or net assets or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus as amended or supplemented, except in each case for changes, increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter; and (F) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus as amended or supplemented to the specified date referred to in Clause (E) there were any decreases in consolidated net revenues or operating profit or the total or per share amounts of consolidated net income or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter; and (vii) In addition to the audit referred to in their report(s) included or incorporated by reference in the Prospectus as amended or supplemented and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (vi) above, they have carried out certain specified procedures, not constituting an audit in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Prospectus as amended or supplemented (excluding documents incorporated by reference), or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Representatives or in documents 30 incorporated by reference in the Prospectus as amended or supplemented specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement. 4 EX-5.1 3 OPINION OF ORRICK, HERRINGTON & SUTCHLIFFE LLP 1 Exhibit 5.1 May __, 1999 Knight-Ridder, Inc. 50 West San Fernando Street San Jose, CA 95113 Re: Knight-Ridder, Inc. Registration Statement on Form S-3 Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-3 (the "Registration Statement") in the form to be filed by Knight-Ridder, Inc. (the "Company") with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of the Company's debt securities (the "Debt Securities") in an aggregate amount of up to approximately $500,000,000 or the equivalent thereof in one or more foreign currencies or composite currencies. The Debt Securities are to be issued under an Indenture dated as of November 4, 1997 (the "Indenture") between the Company and Chase Manhattan Bank, as Trustee. The Debt Securities are to be sold from time to time as set forth in the Registration Statement, the Prospectus contained in the Registration Statement (the "Prospectus") and the supplements to the Prospectus (the "Prospectus Supplements"). We have examined instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that: When the issuance of Debt Securities has been duly authorized by appropriate corporate action and the Debt Securities have been duly executed, authenticated and delivered in accordance with the related Indenture and sold as described in the Registration Statement, any amendment thereto, the Prospectus and any Prospectus Supplement relating thereto, the Debt Securities will be legal, valid and binding obligations of the Company, entitled to the benefits of such Indenture. Our opinion that any document is legal, valid and binding is qualified as to: (a) limitations imposed by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws relating to or affecting the rights of creditors generally; (b) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of 2 specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law. We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of our name wherever it appears in the Registration Statement, the Prospectus, the Prospectus Supplement, and in any amendment or supplement thereto. In giving such consent, we do not believe that we are "experts" within the meaning of such term as used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise. Very truly yours, ORRICK, HERRINGTON & SUTCLIFFE LLP 2 EX-12.1 4 COMPUTATION OF EARNINGS 1 Exhibit 12.1 COMPUTATION OF EARNINGS TO FIXED CHARGES RATIO FROM CONTINUING OPERATIONS (IN THOUSANDS OF DOLLARS, EXCEPT RATIO DATA)
Fiscal Year Ended Quarter Ended --------------------------------------------------------- --------------------- December December December December December March March 25, 31, 29, 28, 27, 29, 28, 1994 1995 1996 1997 1998 1998 1999 --------- --------- --------- --------- --------- --------- --------- FIXED CHARGES COMPUTATION Net Interest Expense $ 43,742 $ 57,623 $ 66,740 $ 97,286 $ 101,420 $ 26,811 $ 22,447 Plus Capitalized Interest 474 1,889 6,397 5,376 4,516 1,150 2,317 --------- --------- --------- --------- --------- --------- --------- Gross Interest Expense 44,216 59,512 73,137 102,662 105,936 27,961 24,764 Proportionate Share of Interest Expense of 50% owned persons 12,351 13,824 17,941 1,948 -- -- -- Interest component of Rent 5,303 5,781 5,787 6,671 7,688 2,075 2,078 --------- --------- --------- --------- --------- --------- --------- TOTAL FIXED CHARGES $ 61,870 $ 79,117 $ 96,865 $ 111,281 $ 113,624 $ 30,036 $ 26,842 ========= ========= ========= ========= ========= ========= ========= EARNINGS COMPUTATION Pre-tax earnings from continuing operations $ 265,737 $ 182,817 $ 310,209 $ 693,852 $ 507,916 $ 171,605 $ 105,014 Add: Fixed Charges 61,870 79,117 96,865 111,281 113,624 30,036 26,842 --------- --------- --------- --------- --------- --------- --------- $ 327,607 $ 261,934 $ 407,074 $ 805,133 $ 621,540 $ 201,641 $ 131,856 Less: Capitalized Interest (474) (1,889) (6,397) (5,376) (4,516) (1,150) (2,317) Distributions in excess of (less than) earnings of investee (4,487) (9,285) (12,962) (7,675) (16,693) (2,204) (4,210) --------- --------- --------- --------- --------- --------- --------- Total Earnings as Adjusted $ 322,646 $ 250,760 $ 387,715 $ 792,082 $ 600,331 $ 198,287 $ 125,329 ========= ========= ========= ========= ========= ========= ========= RATIO OF EARNINGS TO FIXED CHARGES 5.2:1 3.2:1 4.0:1 7.1:1 5.3:1 6.6:1 4.7:1 ========= ========= ========= ========= ========= ========= =========
EX-23.1 5 CONSENT OF ERNST & YOUNG LLP 1 Exhibit 23.1 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of Knight-Ridder, Inc. for the registration of $500,000,000 of debt securities and to the incorporation by reference therein of our report dated January 22, 1999, with respect to the consolidated financial statements and schedule of Knight-Ridder, Inc. included in its Annual Report (Form 10-K) for the year ended December 27, 1998, filed with the Securities and Exchange Commission. /S/ Ernst & Young LLP San Jose, California May 21, 1999 EX-24.1 6 POWERS OF ATTORNEY OF DIRECTORS AND OFFICERS 1 Exhibit 24.1 POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT KNOW ALL PERSON BY THESE PRESENTS: The undersigned, an officer of Knight-Ridder, Inc., hereby constitutes and appoints ROSS JONES and KAREN STEVENSON and each of them with power to act alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3 for Knight-Ridder, Inc. and any and all amendments thereto (including post-effective amendments) and any related registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, or otherwise, and to file the same, together with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises hereof, as fully to all intents and purposes as he or she might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his or her substitution may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned officer has signed his or her name hereto as of this 12th day of May, 1999. /s/ Gary R. Effren - ------------------------------------------------- Gary R. Effren 2 POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT KNOW ALL PERSON BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc., hereby constitutes and appoints ROSS JONES and KAREN STEVENSON and each of them with power to act alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3 for Knight-Ridder, Inc. and any and all amendments thereto (including post-effective amendments) and any related registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, or otherwise, and to file the same, together with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises hereof, as fully to all intents and purposes as he or she might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his or her substitution may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned director has signed his or her name hereto as of this 12th day of May, 1999. /s/ James I. Cash Jr. - ------------------------------------------------- James I. Cash Jr. 3 POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT KNOW ALL PERSON BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc., hereby constitutes and appoints ROSS JONES and KAREN STEVENSON and each of them with power to act alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3 for Knight-Ridder, Inc. and any and all amendments thereto (including post-effective amendments) and any related registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, or otherwise, and to file the same, together with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises hereof, as fully to all intents and purposes as he or she might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his or her substitution may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned director has signed his or her name hereto as of this 12th day of May, 1999. /s/ Joan Ridder Challinor - ------------------------------------------------- Joan Ridder Challinor 4 POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT KNOW ALL PERSON BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc., hereby constitutes and appoints ROSS JONES and KAREN STEVENSON and each of them with power to act alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3 for Knight-Ridder, Inc. and any and all amendments thereto (including post-effective amendments) and any related registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, or otherwise, and to file the same, together with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises hereof, as fully to all intents and purposes as he or she might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his or her substitution may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned director has signed his or her name hereto as of this 12th day of May, 1999. /s/ Alvah H. Chapman Jr. - ------------------------------------------------- Alvah H. Chapman Jr. 5 POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT KNOW ALL PERSON BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc., hereby constitutes and appoints ROSS JONES and KAREN STEVENSON and each of them with power to act alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3 for Knight-Ridder, Inc. and any and all amendments thereto (including post-effective amendments) and any related registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, or otherwise, and to file the same, together with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises hereof, as fully to all intents and purposes as he or she might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his or her substitution may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned director has signed his or her name hereto as of this 12th day of May, 1999. /s/ Kathleen Foley Feldstein - ------------------------------------------------- Kathleen Foley Feldstein 6 POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT KNOW ALL PERSON BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc., hereby constitutes and appoints ROSS JONES and KAREN STEVENSON and each of them with power to act alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3 for Knight-Ridder, Inc. and any and all amendments thereto (including post-effective amendments) and any related registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, or otherwise, and to file the same, together with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises hereof, as fully to all intents and purposes as he or she might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his or her substitution may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned director has signed his or her name hereto as of this 12th day of May, 1999. /s/ Thomas P. Gerrity - ------------------------------------------------- Thomas P. Gerrity 7 POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT KNOW ALL PERSON BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc., hereby constitutes and appoints ROSS JONES and KAREN STEVENSON and each of them with power to act alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3 for Knight-Ridder, Inc. and any and all amendments thereto (including post-effective amendments) and any related registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, or otherwise, and to file the same, together with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises hereof, as fully to all intents and purposes as he or she might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his or her substitution may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned director has signed his or her name hereto as of this 12th day of May, 1999. /s/ Barbara Barnes Hauptfuhrer - ------------------------------------------------- Barbara Barnes Hauptfuhrer 8 POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT KNOW ALL PERSON BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc., hereby constitutes and appoints ROSS JONES and KAREN STEVENSON and each of them with power to act alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3 for Knight-Ridder, Inc. and any and all amendments thereto (including post-effective amendments) and any related registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, or otherwise, and to file the same, together with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises hereof, as fully to all intents and purposes as he or she might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his or her substitution may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned director has signed his or her name hereto as of this 12th day of May, 1999. /s/ M. Kenneth Oshman - ------------------------------------------------- M. Kenneth Oshman 9 POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT KNOW ALL PERSON BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc., hereby constitutes and appoints ROSS JONES and KAREN STEVENSON and each of them with power to act alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3 for Knight-Ridder, Inc. and any and all amendments thereto (including post-effective amendments) and any related registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, or otherwise, and to file the same, together with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises hereof, as fully to all intents and purposes as he or she might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his or her substitution may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned director has signed his or her name hereto as of this 12th day of May, 1999. /s/ P. Anthony Ridder - ------------------------------------------------- P. Anthony Ridder 10 POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT KNOW ALL PERSON BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc., hereby constitutes and appoints ROSS JONES and KAREN STEVENSON and each of them with power to act alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3 for Knight-Ridder, Inc. and any and all amendments thereto (including post-effective amendments) and any related registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, or otherwise, and to file the same, together with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises hereof, as fully to all intents and purposes as he or she might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his or her substitution may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned director has signed his or her name hereto as of this 12th day of May, 1999. /s/ Randall L. Tobias - ------------------------------------------------- Randall L. Tobias 11 POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT KNOW ALL PERSON BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc., hereby constitutes and appoints ROSS JONES and KAREN STEVENSON and each of them with power to act alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3 for Knight-Ridder, Inc. and any and all amendments thereto (including post-effective amendments) and any related registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, or otherwise, and to file the same, together with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises hereof, as fully to all intents and purposes as he or she might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his or her substitution may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned director has signed his or her name hereto as of this 12th day of May, 1999. /s/ Gonzalo F. Valdes-Fauli - ------------------------------------------------- Gonzalo F. Valdes-Fauli 12 POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT KNOW ALL PERSON BY THESE PRESENTS: The undersigned, a director of Knight-Ridder, Inc., hereby constitutes and appoints ROSS JONES and KAREN STEVENSON and each of them with power to act alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3 for Knight-Ridder, Inc. and any and all amendments thereto (including post-effective amendments) and any related registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, or otherwise, and to file the same, together with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises hereof, as fully to all intents and purposes as he or she might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his or her substitution may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned director has signed his or her name hereto as of this 12th day of May, 1999. /s/ John L. Weinberg - ------------------------------------------------- John L. Weinberg EX-25.1 7 FORM T-1 STATEMENT OF ELIGIBILITY 1 Exhibit 25.1 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- THE CHASE MANHATTAN BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) --------------------------------------------- KNIGHT-RIDDER, INC. (Exact name of obligor as specified in its charter) FLORIDA 38-0723657 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 50 WEST SAN FERNANDO STREET SAN JOSE, CALIFORNIA 95113 (Address of principal executive offices) (Zip Code) --------------------------------------------- DEBT SECURITIES (Title of the indenture securities) --------------------------------------------- 2 GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551. Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, New York 10045. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 2 3 Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. 3 4 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, The Chase Manhattan Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 29th day of April, 1999. THE CHASE MANHATTAN BANK By /s/ William G. Keenan ------------------------------- William G. Keenan Trust Officer 4 5 Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF The Chase Manhattan Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 1998, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ................................ $ 13,915 Interest-bearing balances ........................ 7,805 Securities: Held to maturity securities .......................... 1,429 Available for sale securities ........................ 56,327 Federal funds sold and securities purchased under agreements to resell ............................. 21,733 Loans and lease financing receivables: Loans and leases, net of unearned income ......... $131,095 Less: Allowance for loan and lease losses ........ 2,711 Less: Allocated transfer risk reserve ............ 0 -------- Loans and leases, net of unearned income, allowance, and reserve ........................... 128,384 Trading Assets ....................................... 48,949 Premises and fixed assets (including capitalized leases) .......................................... 3,095 Other real estate owned .............................. 239 Investments in unconsolidated subsidiaries and associated companies ............................. 199 Customers' liability to this bank on acceptances outstanding ...................................... 1,209 Intangible assets .................................... 2,081 Other assets ......................................... 11,352 -------- TOTAL ASSETS ......................................... $296,717 ========
6
LIABILITIES Deposits In domestic offices .................................................... $105,879 Noninterest-bearing .................................................... 39,175 Interest-bearing ....................................................... 66,704 -------- In foreign offices, Edge and Agreement, subsidiaries and IBF's ................................................. 79,294 Noninterest-bearing .................................................... $ 4,082 Interest-bearing ....................................................... 75,212 Federal funds purchased and securities sold under agreements to repurchase ................................................. 32,546 Demand notes issued to the U.S. Treasury ................................... 629 Trading liabilities ........................................................ 36,807 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): With a remaining maturity of one year or less .......................... 4,478 With a remaining maturity of more than one year through three years ............................................. 213 With a remaining maturity of more than three years .................. 115 Bank's liability on acceptances executed and outstanding ................... 1,209 Subordinated notes and debentures .......................................... 5,408 Other liabilities .......................................................... 10,855 TOTAL LIABILITIES .......................................................... 277,433 -------- EQUITY CAPITAL Perpetual preferred stock and related surplus .............................. 0 Common stock ............................................................... 1,211 Surplus (exclude all surplus related to preferred stock) .................. 11,016 Undivided profits and capital reserves ..................................... 6,762 Net unrealized holding gains (losses) on available-for-sale securities ........................................... 279 Cumulative foreign currency translation adjustments ........................ 16 TOTAL EQUITY CAPITAL ....................................................... 19,284 -------- TOTAL LIABILITIES AND EQUITY CAPITAL ....................................... $296,717 ========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WALTER V. SHIPLEY ) THOMAS G. LABRECQUE ) DIRECTORS WILLIAM B. HARRISON, JR.) 2 -----END PRIVACY-ENHANCED MESSAGE-----