-----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, A65ZjSsGcuRLfocOP44NGjgZhgbgC3mlK7pt+HjNP0mvEG0kBZOIZvvb/NhTWVce ZLMK9yUAlXhJsCchKbOpuw== /in/edgar/work/20000810/0000950149-00-001732/0000950149-00-001732.txt : 20000921 0000950149-00-001732.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950149-00-001732 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNIGHT RIDDER INC CENTRAL INDEX KEY: 0000205520 STANDARD INDUSTRIAL CLASSIFICATION: [2711 ] IRS NUMBER: 380723657 STATE OF INCORPORATION: FL FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-07553 FILM NUMBER: 690783 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 8-A12B/A 1 e8-a12ba.txt AMENDMENT NO. 1 TO FORM 8-A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20569 --------------------- FORM 8-A/A AMENDMENT NO. 1 To Registration Statement on Form 8-A dated July 9, 1996 relating to Preferred Stock Purchase Rights FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 KNIGHT-RIDDER, INC. (Exact name of registrant as specified in its charter) Florida 38-0723657 - ---------------------------------------- --------------------------------- (State of incorporation or organization) (IRS Employer Identification No.) 50 West San Fernando Street San Jose, CA 95113 - ---------------------------------------- --------------------------------- (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. [ ] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [ ] Securities Act registration statement file number to which this form relates: N/A Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which To be so registered each class is to be registered - ------------------- ------------------------------ Preferred Stock Purchase Rights New York Stock Exchange Frankfurt Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: 2 NONE (Title of Class) 2 3 ITEM 2. EXHIBITS. Item 2 is hereby amended by adding new Exhibit 99.1 as follows:
Exhibit No. Description - ----------- ----------- 99.1 First Amendment to Rights Agreement, dated as of July 25, 2000 between Knight-Ridder, Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
3 4 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. KNIGHT-RIDDER, INC. By: /s/ ALAN SILVERGLAT --------------------------------- Name: Alan G. Silverglat Title: Vice President and Treasurer Dated: August 10, 2000 4 5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 First Amendment to Rights Agreement, dated as of July 25, 2000, between Knight-Ridder, Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
5 EX-99.1 2 ex99-1.txt AMENDMENT TO RIGHTS AGREEMENT 1 EXHIBIT 99.1 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of July 25, 2000, to the Right Agreement, dated as of June 21, 1996 (the "Rights Agreement") between Knight-Ridder, Inc., a Florida corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company (the "Rights Agent"). W I T N E S S E T H: WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement; and WHEREAS, the Board of Directors has determined that it is in the best interests of the Company to amend the Rights Agreement as set forth herein; and WHEREAS, pursuant to Section 28 of the Rights Agreement, the Company and the Rights Agent may, if the Company so directs, amend the Rights Agreement from time to time in accordance with the provisions of such Section 28; and WHEREAS, all actions necessary to make this Amendment a valid agreement, enforceable according to its terms have been taken and the execution and delivery of this Agreement by the Company and the Rights Agent have been in all respects duly authorized by the Company; NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the Company and the Rights Agent agree as follows: 1.(a) Amendment of Section 1. The definition of "Continuing Director" set forth in Section 1(h) of the Rights Agreement shall be replaced with the following: "(h) (Intentionally deleted)." (b) Amendment of Section 7. The phrase "a majority of the Continuing Directors" in Section 7(e) shall be replaced with the phrase "the Board of Directors of the Company". (c) Amendment of Section 11. The phrase "a majority of the Continuing Directors" in Section 11(a)(ii)(C) shall be replaced with the phrase "the Board of Directors of the Company". (d) Amendment of Section 13. The phrase "a majority of the Continuing Directors" in Section 13(e) shall be replaced with the phrase "the Board of Directors of the Company". (e) Amendment of Section 23. The phrase "a majority of the Continuing Directors" 6 2 in Section 23(b) shall be replaced with the phrase "the Board of Directors of the Company". (f) Amendment of Section 24. The phrase "; provided, however, that if the Board of Directors authorizes redemption of the Rights as of or after the time an Acquiring Person becomes such, there must be Continuing Directors then in office and such redemption must be approved by a majority of such Continuing Directors based on their determination that such redemption is in the best interest of the Company and all its stockholders (other than the Acquiring Person and its Associates and Affiliates)" in the first sentence of Section 24(a) shall be deleted. (g) Amendment of Section 28. The last sentence of Section 28 shall be replaced with the following: "Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which decreases the Redemption Price." 2. This Amendment shall be deemed to be a contract made under the laws of the State of Florida and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 3. Except as expressly provided in this Amendment, all provisions of the Rights Agreement shall continue in full force and effect. 4. This Amendment may be executed in one or more counterparts all of which shall be considered one and the same instrument and shall become effective as of the date hereof when one or more counterparts have been signed by each of the parties and delivered to each of the other parties. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the day and year first above written. KNIGHT-RIDDER, INC. By: /s/ ROSS JONES --------------------------------- Name: Ross Jones Title: Senior Vice President/Finance CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By: /s/ DUANE KNUTSON --------------------------------- Name: Duane Knutson Title: Assistant Vice President 7 -----END PRIVACY-ENHANCED MESSAGE-----