-----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, SXtouAs1z8A2XBaw8Ad+9tzeXjBRlYSOV4AOH3Kt6SfvrE/KxL0JEgGgOHGAvmaD 29o52SrFD5jeC1/Pg0R67A== 0000950155-98-000099.txt : 19981202 0000950155-98-000099.hdr.sgml : 19981202 ACCESSION NUMBER: 0000950155-98-000099 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981201 EFFECTIVENESS DATE: 19981201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNIGHT RIDDER INC CENTRAL INDEX KEY: 0000205520 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 380723657 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-68171 FILM NUMBER: 98762332 BUSINESS ADDRESS: STREET 1: ONE HERALD PLZ CITY: MIAMI STATE: FL ZIP: 33132 BUSINESS PHONE: 3053763800 MAIL ADDRESS: STREET 1: ONE HERALD PLZ CITY: MIAMI STATE: FL ZIP: 33132 FORMER COMPANY: FORMER CONFORMED NAME: KNIGHT RIDDER NEWSPAPERS INC /FL/ DATE OF NAME CHANGE: 19860707 S-8 1 FORM S-8 Registration No. 333-_____ As filed with the Securities and Exchange Commission on December 1, 1998 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 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 (IRS Employer incorporation or organization) Identification No.) 50 WEST SAN FERNANDO STREET, SAN JOSE, CALIFORNIA 95113-2413 - ------------------------------------------------- ------------------ (Address of Principal Executive Offices) (Zip Code) COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS ------------------------------------------- (Full title of the plan) Karen Stevenson, Esq. Knight-Ridder, Inc., 50 West San Fernando Street, San Jose, California 95113-2413 (408) 938-7700 --------------------------------------------------------- (Name, address and telephone number of agent for service) Copy to: Garett J. Albert, Esq. Hughes Hubbard & Reed LLP One Battery Park Plaza New York, New York 10004
CALCULATION OF REGISTRATION FEE Title of Securities Amount Proposed Maximum Proposed Maximum Amount of to be to be Offering Price Aggregate Registration Registered Registered** Per Share*** Offering Price*** Fee - ------------------------ ------------------------ ----------------------------- ------------------------------ --------------------- Common Stock, par value 199,979 shares $52.00 $10,391,597 $2,889 $.02 1/12 per share* - ------------------------ ------------------------ ----------------------------- ------------------------------ --------------------- (see footnotes on following page)
FOOTNOTES - --------- * Each share of Common Stock includes a related right (a "Right") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock of the Company. The Rights are not exercisable or transferable apart from the Common Stock at this time, and accordingly no independent value is attributable to such Rights. ** This Registration Statement also relates to such indeterminate number of additional shares (and related Rights) as may be issuable pursuant to stock splits, stock dividends, or similar transactions. *** The proposed maximum offering price per share of Common Stock and the proposed maximum aggregate offering price are calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended. With respect to 26,000 shares of Common Stock as to which stock options were granted prior to the date hereof, the registration fee is based on the exercise price per share of $51.7188; with respect to the balance of the shares being registered (consisting of 173,979 shares of Common Stock, of which 3,312 shares are being registered solely for resale), the registration fee is based on a price of $52.00 per share, which is the average of the high and low sale prices of the Common Stock on November 25, 1998 on the New York Stock Exchange Composite Tape. PROSPECTUS KNIGHT-RIDDER, INC. 3,312 SHARES OF COMMON STOCK (Par Value $.02 1/12 per Share) This Prospectus relates to the reoffer and resale of an aggregate of 3,312 shares of Common Stock, par value $.02 1/12 per share (the "Common Stock") of Knight-Ridder, Inc., a Florida corporation (the "Company"), which have been issued to the Selling Stockholders named in this Prospectus pursuant to the Knight-Ridder, Inc. Compensation Plan for Nonemployee Directors. Each share of Common Stock includes a related right (a "Right") to purchase one one-hundredth of a share of the Company's Series A Junior Participating Preferred Stock. The Rights, which will cause substantial dilution to a person that attempts to acquire the Company on terms not approved by the Company's Board of Directors, are not currently exercisable or transferable apart from the Common Stock. The Company will receive no part of the proceeds of sales made hereunder. All expenses of registration incurred in connection with this offering are being borne by the Company, but all selling and other expenses incurred by the Selling Stockholders will be borne by such Selling Stockholders. None of the shares offered pursuant to this Prospectus have been registered prior to the filing of the Registration Statement of which this Prospectus is a part. All or a portion of the shares of Common Stock offered hereby may be offered for sale, from time to time, on the New York Stock Exchange or otherwise, at prices and on terms then obtainable. The Common Stock of the Company is quoted on the New York Stock Exchange under the symbol "KRI." The Common Stock is also quoted on the Philadelphia Stock Exchange, the Chicago Stock Exchange, the Boston Stock Exchange, the Pacific Exchange, the Cincinnati Stock Exchange, the Frankfurt Stock Exchange and the Tokyo Stock Exchange. On November 25, 1998, the closing price of the Common Stock as reported on the New York Stock Exchange Composite Tape was $51.6875. The principal executive offices of the Company are located at 50 West San Fernando Street, San Jose, California 95113-2413. The Company's telephone number is (408) 938-7700. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION 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. ------------------ The date of this Prospectus is December 1, 1998. TABLE OF CONTENTS PAGE ---- The Company............................................................... 2 Selling Stockholders...................................................... 2 Plan of Distribution...................................................... 4 Where You Can Find More Information....................................... 4 Experts................................................................... 6 THE COMPANY The Company is an information, advertising and communications company primarily engaged in newspaper publishing and Web-based online services in the United States. The Company also has investments in two newsprint mills. The Company publishes 31 newspapers, including the SAN JOSE MERCURY NEWS, THE MIAMI HERALD, THE PHILADELPHIA INQUIRER AND THE PHILADELPHIA DAILY NEWS, the DETROIT FREE PRESS, THE KANSAS CITY STAR and the FT. WORTH STAR-TELEGRAM, and has daily newspaper operations in 28 U.S. markets in 18 states. News, advertising and other information from the Company reaches more than 9 million readers daily and 12.6 million readers Sunday. The Company maintains 40 associated Web sites under the name "Knight Ridder Real Cities." SELLING STOCKHOLDERS The Selling Stockholders are certain current and former nonemployee directors of the Company who acquired shares of Common Stock under the Company's Compensation Plan for Nonemployee Directors before the filing of a registration statement with respect to such shares. The following table sets forth the name of each Selling Stockholder, the number of shares of Common Stock beneficially owned by such Selling Stockholder as of November 23, 1998, the number of shares covered by this Prospectus, and the number of shares which will be beneficially owned after the sale of the shares covered by this Prospectus.
SHARES SHARES SHARES COVERED BENEFICIALLY NAME OF SELLING BENEFICIALLY BY THIS OWNED AFTER STOCKHOLDER (1) OWNED(2) PROSPECTUS THIS OFFERING(2) --------------- -------- ---------- ---------------- James Cash, Jr. 1,503 436 1,067 Joan R. Challinor 97,529 218 97,311 Alvah H. Chapman, Jr. 230,802 218 230,584 Kathleen Foley Feldstein 885 218 667 John C. Fontaine 129,525 21 129,504 Thomas P. Gerrity 1,885 218 1,667 Barbara B. Hauptfuhrer 3,285 218 3,067 Jesse Hill, Jr. 2,485 218 2,267 C. Peter McColough 1,488 21 1,467 M. Kenneth Oshman 31,103 436 30,667 Thomas L. Phillips 3,285 218 3,067 Randall L. Tobias 2,885 218 2,667 Gonzalo F. Valdes-Fauli 2,385 218 2,167 John L. Weinberg 29,103 436 28,667 - ------------------------ (1) Each of the Selling Stockholders is a director of the Company and has been so since at least October 1, 1995 except as follows: Messrs. Fontaine and McColough retired from the Board in April 1998; Dr. Feldstein and Dr. Gerrity were elected to the Board in April 1998; and Mr. Oshman was elected to the Board in September 1996. Prior to his retirement in July 1997, Mr. Fontaine also served as an executive officer of the Company. (2) The number of shares shown for each of the Selling Stockholders includes 667 shares subject to stock options which become exercisable within sixty days. The number of shares shown for Mr. Fontaine includes an additional 123,334 shares subject to exercisable stock options.
PLAN OF DISTRIBUTION The shares of Common Stock are being sold by the Selling Stockholders acting as principals for their own account. The Company will not be entitled to any proceeds from the sale of any shares of Common Stock sold by the Selling Stockholders as part of this offering. The Selling Stockholders may sell the shares from time to time in one or more transactions on the New York Stock Exchange, in sales occurring in the public market off such Exchange, in privately negotiated transactions, or in a combination of such transactions. Each sale may be made either at market prices prevailing at the time of such sale or at negotiated prices. Some or all of the shares may be sold through brokers acting on behalf of the Selling Stockholders or to dealers for resale by such dealers, and in connections with such sales, such brokers or dealers may receive compensation in the form of discounts, fees or commissions from the Selling Stockholders and/or the purchasers of such shares for whom they may act as broker or agent (which discounts, fees or commissions are not anticipated to exceed those customary in the types of transactions involved). The Selling Stockholders and any broker or dealer participating in the distribution of shares in connection with this offering may be deemed to be "underwriters" within the meaning of the Securities Act, in which event any discounts or commissions received by such brokers or dealers may be deemed to be underwriting discounts and commissions under the Securities Act. Any shares of Common Stock covered by this Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933 may be sold under Rule 144 rather than pursuant to this Prospectus. WHERE YOU CAN FIND MORE INFORMATION The Company files annual, quarterly and special reports, as well as proxy statements and other information with the Securities and Exchange Commission (the "SEC"). You may read and copy any document the Company files with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain further information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company's SEC filings are also available to the public over the Internet at the SEC's web site (http://www.sec.gov). In addition, you may inspect the Company's SEC filings at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. This prospectus is part of a registration statement on Form S-8 filed by the Company with the SEC under the Securities Act of 1933. As permitted by SEC rules, this prospectus does not contain all of the information included in the registration statement and the accompanying exhibits filed with the SEC. You may refer to the registration statement and its exhibits for more information. The SEC allows the Company to "incorporate by reference" into this prospectus the information the Company files with the SEC. This means that the Company 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. If the Company subsequently files updating or superseding information in a document that is incorporated by reference into this prospectus, the subsequent information will also become part of this prospectus and will supersede the earlier information. The Company is incorporating by reference the following documents that it has filed with the SEC: o its Annual Report on Form 10-K for the year ended December 28, 1997; o its Quarterly Reports on Form 10-Q (including any amendments) for the quarters ended March 29, 1998, June 28, 1998 and September 27, 1998; o its Current Report on Form 8-K, dated March 18, 1998, as filed with the SEC on March 31, 1998; o the description of its Common Stock contained in the Company's registration statement filed with the SEC under the Securities Exchange Act of 1934 and subsequent amendments and reports filed to update such description; and o the description of the Company's Rights contained in its Registration Statement on Form 8-A filed with the SEC on July 9, 1996. The Company is also incorporating by reference into this prospectus all of its future filings with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until this offering has been completed. You may obtain a copy of any of the Company's filings which are incorporated by reference, at no cost, by writing to or telephoning the Company at the following address: Knight-Ridder, Inc. 50 West San Fernando Street San Jose, California 95113-2413 Attention: Corporate Secretary Telephone: (408) 938-7700 You should rely only on the information provided in this prospectus or incorporated by reference. The Company has not authorized anyone to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date on the first page of the prospectus. The Company is not making this offer of securities in any state or country in which the offer or sale is not permitted. EXPERTS The consolidated financial statements of Knight-Ridder, Inc. and subsidiaries, appearing in or incorporated by reference in Knight-Ridder, Inc.'s Annual Report (Form 10-K) for the fiscal year ended December 28, 1997 have been audited by Ernst & Young LLP, independent certified public accountants, as set forth in their report included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by Knight-Ridder, Inc. (the "Company") under the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 28, 1997; (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 28, 1997; and (c) The description of the Company's Common Stock and Rights contained in the Company's registration statements therefor and subsequent amendments thereof. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in a subsequently filed document which is also incorporated by reference herein modifies or supersedes such statement. Item 4. DESCRIPTION OF SECURITIES Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Under Section 607.0850 of the Florida Business Corporation Act, the Company 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 Company), in which such persons were or are parties, or are threatened to be made parties, by reason of the fact that such persons were or are directors or officers of the Company. Such section also permits the Company to purchase and maintain insurance on behalf of its directors and officers against any liability which may be asserted against, or incurred by, such persons in their capacities as directors or officers of the Company, or which may arise out of their status as directors or officers of the Company whether or not the Company would have the power to indemnify such persons against such liability under the provisions of such Section. Under Article VII of the Company's By-Laws, the Company is required to indemnify its directors and officers to the fullest extent permitted by the laws of Florida as from time to time in effect against certain expenses (including counsel fees), judgments, fines and other sums paid in connection with the defense or settlement of threatened, pending or completed civil or criminal actions, suits or proceedings (including certain civil actions and suits which may be instituted by or in the right of the Company), to which such persons are parties or are otherwise involved in, by reason of the fact that such persons were or are directors or officers of the Company. For the complete text of Article VII of the Company's By-Laws, reference is made to Exhibit 3.2 to the Company's Form 10-Q filed May 9, 1997, which exhibit is incorporated herein by reference. The Company maintains insurance for its officers and directors against certain liabilities, including liabilities under the Securities Act, under insurance policies, the premiums for which are paid by the Company. The effect of these insurance policies is to indemnify any officer or director of the Company against expenses, judgments, fines, attorneys' fees and other amounts paid in settlements incurred by such person, subject to certain exclusions. Such policies do not insure against any such amount incurred by an officer or director as a result of his or her own dishonesty. Item 7. EXEMPTION FROM REGISTRATION CLAIMED This Registration Statement covers the resale of 3,312 shares of Common Stock issued under the Knight-Ridder, Inc. Compensation Plan for Nonemployee Directors. These shares were issued to directors of the issuer in transactions which are exempt from registration under the Securities Act pursuant to Section 4(2) thereof. Item 8. EXHIBITS
NUMBER DESCRIPTION METHOD OF FILING - ------ ----------- ---------------- 4.1 Amended and Restated Articles of Incorporation of the Filed as Exhibit 3.1 to the Company's Annual Report on Company (totally amended and restated as of February Form 10-K for the year ended December 28, 1997 1998) 4.2 By-Laws of the Company, as amended through January 28, Filed as Exhibit 3.2 to the Company's Form 10-Q filed 1997 May 9, 1997 4.3 Rights Agreement, dated as of June 21, 1996 Filed as Exhibit 99 to the Company's Form 8-A filed July 9, 1996 23.1 Consent of Independent Certified Public Accountants Filed herewith 24.1 Powers of Attorney Filed herewith
Item 9. UNDERTAKINGS (a) The Company 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 of 1933; (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 thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the 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 such information in the Registration Statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such 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. (b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company 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 such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES THE REGISTRANT. 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-8 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 30th day of November, 1998. KNIGHT-RIDDER, INC. By: /S/ MARY JEAN CONNORS ------------------------------ Mary Jean Connors Senior Vice President/Human Resources Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on this 30th day of November, 1998. SIGNATURE CAPACITY - --------- -------- Principal Executive Officer: P. ANTHONY RIDDER * Chairman of the Board and -------------------------- Chief Executive Officer P. Anthony Ridder Principal Financial Officer: ROSS JONES * Chief Financial Officer and -------------------------- Senior Vice President/Finance Ross Jones Principal Accounting Officer: GARY R. EFFREN * Vice President and Controller -------------------------- Gary R. Effren SIGNATURE CAPACITY - --------- -------- Majority of the Board of Directors: JAMES I. CASH, JR. * Director -------------------------- James I. Cash, Jr. JOAN RIDDER CHALLINOR * Director -------------------------- Joan Ridder Challinor Director -------------------------- Alvah H. Chapman, Jr. KATHLEEN FOLEY FELDSTEIN * Director -------------------------- Kathleen Foley Feldstein THOMAS P. GERRITY * Director -------------------------- Thomas P. Gerrity BARBARA BARNES HAUPTFUHRER * Director -------------------------- Barbara Barnes Hauptfuhrer JESSE HILL, JR. * Director -------------------------- Jesse Hill, Jr. M. KENNETH OSHMAN * Director -------------------------- M. Kenneth Oshman THOMAS L. PHILLIPS * Director -------------------------- Thomas L. Phillips P. ANTHONY RIDDER * Director -------------------------- P. Anthony Ridder SIGNATURE CAPACITY - --------- -------- RANDALL L. TOBIAS * Director -------------------------- Randall L. Tobias GONZALO F. VALDES-FAULI * Director -------------------------- Gonzalo F. Valdes-Fauli JOHN L. WEINBERG * Director -------------------------- John L. Weinberg - ------------------------------ * By: /S/ KAREN STEVENSON ----------------------------------- Karen Stevenson, as authorized by Power of Attorney filed as Exhibit 24.1 to this Registration Statement EXHIBIT INDEX
NUMBER DESCRIPTION METHOD OF FILING - ------ ----------- ---------------- 4.1 Amended and Restated Articles of Incorporation of the Filed as Exhibit 3.1 to the Company's Annual Report on Company (totally amended and restated as of February Form 10-K for the year ending December 28, 1997 1998) 4.2 Restated By-Laws of the Company, as amended through Filed as Exhibit 3.2 to the Company's Form 10-Q filed January 28, 1997 May 9, 1997 4.3 Rights Agreement, dated as of June 21, 1996 Filed as Exhibit 99 to the Company's Form 8-A filed July 9, 1996 23.1 Consent of Independent Certified Public Accountants Filed herewith 24.1 Powers of Attorney Filed herewith
EX-23.1 2 CONSENT OF INDEPENDENT CERT. PUBLIC ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-8 No. 333-00000) and the related Prospectus of Knight-Ridder, Inc. for the registration of (i) 196,667 shares of Common Stock to be issued under the Knight-Ridder, Inc. Compensation Plan for Nonemployee Directors and (ii) 3,312 shares of Common Stock previously issued under such Plan, and to the incorporation by reference therein of our report dated January 26, 1998, with respect to the consolidated financial statements and schedule of Knight-Ridder, Inc. included or incorporated by reference in its Annual Report (Form 10-K) for the year ended December 28, 1997, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California November 30, 1998 EX-24.1 3 POWERS OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS ------------------------------------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint Ross Jones and Karen Stevenson, and each of them, with full power of substitution, his/her true and lawful attorney or attorneys to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Compensation Plan for Nonemployee Directors, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, each of said attorneys and his/her substitutes to have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 27th day of October, 1998. /s/ P. Anthony Ridder ------------------------------------- Chairman of the Board and P. Anthony Ridder Chief Executive Officer POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS ------------------------------------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint Ross Jones and Karen Stevenson, and each of them, with full power of substitution, his/her true and lawful attorney or attorneys to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Compensation Plan for Nonemployee Directors, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, each of said attorneys and his/her substitutes to have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 27th day of October, 1998. /s/ Gary R. Effren -------------------------------- Vice President and Controller Gary R. Effren POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS ------------------------------------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint Karen Stevenson, with full power of substitution, his/her true and lawful attorney to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Compensation Plan for Nonemployee Directors, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, said attorney and his/her substitutes to have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorney and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 27th day of October, 1998. /s/ Ross Jones --------------------------------- Senior Vice President/Finance Ross Jones and Chief Financial Officer POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS ------------------------------------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint Ross Jones and Karen Stevenson, and each of them, with full power of substitution, his/her true and lawful attorney or attorneys to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Compensation Plan for Nonemployee Directors, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, each of said attorneys and his/her substitutes to have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 27th day of October, 1998. /s/ James I. Cash, Jr. ---------------------------------- Director James I. Cash, Jr. POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS ------------------------------------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint Ross Jones and Karen Stevenson, and each of them, with full power of substitution, his/her true and lawful attorney or attorneys to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Compensation Plan for Nonemployee Directors, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, each of said attorneys and his/her substitutes to have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 27th day of October, 1998. /s/ Joan Ridder Challinor ------------------------------------- Director Joan Ridder Challinor POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS ------------------------------------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint Ross Jones and Karen Stevenson, and each of them, with full power of substitution, his/her true and lawful attorney or attorneys to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Compensation Plan for Nonemployee Directors, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, each of said attorneys and his/her substitutes to have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 27th day of October, 1998. /s/ Kathleen Foley Feldstein ------------------------------------------ Director Kathleen Foley Feldstein POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS ------------------------------------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint Ross Jones and Karen Stevenson, and each of them, with full power of substitution, his/her true and lawful attorney or attorneys to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Compensation Plan for Nonemployee Directors, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, each of said attorneys and his/her substitutes to have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 27th day of October, 1998. /s/ Thomas P. Gerrity ------------------------------------- Director Thomas P. Gerrity POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS ------------------------------------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint Ross Jones and Karen Stevenson, and each of them, with full power of substitution, his/her true and lawful attorney or attorneys to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Compensation Plan for Nonemployee Directors, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, each of said attorneys and his/her substitutes to have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 27th day of October, 1998. /s/ Barbara Barnes Hauptfuhrer ----------------------------------------- Director Barbara Barnes Hauptfuhrer POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS ------------------------------------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint Ross Jones and Karen Stevenson, and each of them, with full power of substitution, his/her true and lawful attorney or attorneys to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Compensation Plan for Nonemployee Directors, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, each of said attorneys and his/her substitutes to have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 27th day of October, 1998. /s/ Jesse Hill, Jr. -------------------------------- Director Jesse Hill, Jr. POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS ------------------------------------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint Ross Jones and Karen Stevenson, and each of them, with full power of substitution, his/her true and lawful attorney or attorneys to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Compensation Plan for Nonemployee Directors, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, each of said attorneys and his/her substitutes to have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 27th day of October, 1998. /s/ M. Kenneth Oshman -------------------------------------- Director M. Kenneth Oshman POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS ------------------------------------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint Ross Jones and Karen Stevenson, and each of them, with full power of substitution, his/her true and lawful attorney or attorneys to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Compensation Plan for Nonemployee Directors, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, each of said attorneys and his/her substitutes to have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 27th day of October, 1998. /s/ Thomas L. Phillips ------------------------------------- Director Thomas L. Phillips POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS ------------------------------------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint Ross Jones and Karen Stevenson, and each of them, with full power of substitution, his/her true and lawful attorney or attorneys to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Compensation Plan for Nonemployee Directors, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, each of said attorneys and his/her substitutes to have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 27th day of October, 1998. /s/ Randall L. Tobias ---------------------------------- Director Randall L. Tobias POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS ------------------------------------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint Ross Jones and Karen Stevenson, and each of them, with full power of substitution, his/her true and lawful attorney or attorneys to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Compensation Plan for Nonemployee Directors, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, each of said attorneys and his/her substitutes to have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 27th day of October, 1998. /s/ Gonzalo F. Valdes-Fauli ------------------------------------------ Director Gonzalo F. Valdes-Fauli POWER OF ATTORNEY KNIGHT-RIDDER, INC. REGISTRATION STATEMENT COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS ------------------------------------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and appoint Ross Jones and Karen Stevenson, and each of them, with full power of substitution, his/her true and lawful attorney or attorneys to execute in his/her name, place and stead in such capacity or capacities (whether on behalf of the Company, as a director and/or officer of the Company or otherwise), any and all instruments which said attorney or attorneys may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with the filing of any Registration Statement to be filed with the Commission under the Securities Act relating to shares of the Company's Common Stock issued or issuable under the Company's Compensation Plan for Nonemployee Directors, including, without limitation, power and authority to sign his/her name (whether on behalf of the Company, as a director and/or officer of the Company or otherwise) to any such Registration Statement and any and all amendments (including post-effective amendments) to any such Registration Statement, and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, each of said attorneys and his/her substitutes to have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or advisable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person. The undersigned does hereby ratify and confirm all that such attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as of this 27th day of October, 1998. /s/ John L. Weinberg ----------------------------------- Director John L. Weinberg -----END PRIVACY-ENHANCED MESSAGE-----