-----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, VogLTjRwdShaCVsyTkPZ4s93LWWq1nW3aiW+bIZsxG7NxjXNwk9N6+Ts0raym1fU UAxENwk8fF+GfBK73yCxdQ== 0001181431-06-041133.txt : 20060707 0001181431-06-041133.hdr.sgml : 20060707 20060707203020 ACCESSION NUMBER: 0001181431-06-041133 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060627 FILED AS OF DATE: 20060707 DATE AS OF CHANGE: 20060707 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KNIGHT RIDDER INC CENTRAL INDEX KEY: 0000205520 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 380723657 STATE OF INCORPORATION: FL FISCAL YEAR END: 1226 BUSINESS ADDRESS: STREET 1: 50 W SAN FERNANDO ST CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089387700 MAIL ADDRESS: STREET 1: 50 W SAN FERNANDO ST CITY: SAN JOSE STATE: CA ZIP: 95113 FORMER COMPANY: FORMER CONFORMED NAME: KNIGHT RIDDER NEWSPAPERS INC /FL/ DATE OF NAME CHANGE: 19860707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OSHMAN M KENNETH CENTRAL INDEX KEY: 0001078519 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07553 FILM NUMBER: 06952350 BUSINESS ADDRESS: BUSINESS PHONE: 6508557400 MAIL ADDRESS: STREET 1: C/O ECHELON CORP STREET 2: 4015 MIRANDA AVE CITY: PALO ALTO STATE: CA ZIP: 94304 4 1 rrd123845.xml FORM 4 X0202 4 2006-06-27 1 0000205520 KNIGHT RIDDER INC KRIC 0001078519 OSHMAN M KENNETH 50 W. SAN FERNANDO STREET SUITE 1500 SAN JOSE CA 95113 1 0 0 0 Common Stock 2006-06-27 4 D 0 6034.7620 D 0.0000 D Common Stock 2006-06-27 4 M 0 4408.7477 0 A 4408.7477 D Common Stock 2006-06-27 4 S 0 4408.7477 60.7023 D 0 D Common Stock 2006-06-27 4 D 0 30000.0000 D 0 I by Partnership Non-Qualified Stock Option (right to buy) 49.6250 2006-06-27 4 D 0 2000.0000 60.7023 D 1999-12-11 2008-12-11 Common Stock 2000.0000 0.0000 D Non-Qualified Stock Option (right to buy) 51.7188 2006-06-27 4 D 0 2000.0000 60.7023 D 1998-12-16 2007-12-16 Common Stock 2000.0000 0.0000 D Non-Qualified Stock Option (right to buy) 54.8125 2006-06-27 4 D 0 4000.0000 60.7023 D 2001-12-19 2010-12-19 Common Stock 4000.0000 0.0000 D Non-Qualified Stock Option (right to buy) 57.9688 2006-06-27 4 D 0 2000.0000 60.7023 D 2000-12-15 2009-12-15 Common Stock 2000.0000 0.0000 D Non-Qualified Stock Option (right to buy) 62.1550 2006-06-27 4 D 0 4000.0000 0 D 2003-12-19 2012-12-19 Common Stock 4000.0000 0.0000 D Non-Qualified Stock Option (right to buy) 62.2500 2006-06-27 4 D 0 4000.0000 0 D 2011-12-12 Common Stock 4000.0000 0.0000 D Non-Qualified Stock Option (right to buy) 63.8600 2006-06-27 4 D 0 5000.0000 0 D 2015-12-16 Common Stock 5000.0000 0.0000 D Non-Qualified Stock Option (right to buy) 67.3150 2006-06-27 4 D 0 5000.0000 0 D 2005-12-13 2014-12-13 Common Stock 5000.0000 0.0000 D Non-Qualified Stock Option (right to buy) 75.2050 2006-06-27 4 D 0 5000.0000 0 D 2004-12-04 2013-12-04 Common Stock 5000.0000 0.0000 D Phantom Share Units 2006-06-27 4 M 0 4408.7477 60.7023 D Common Stock 4408.7477 0.0000 D Disposed of pursuant to merger agreement between issuer and The McClatchy Company in exchange for $241,390.48 in cash, 3,088 shares of McClatchy Class A common stock having a closing market value of $39.03 per share on the effective date of the merger, and cash in lieu of fractional shares. Disposed of pursuant to merger agreement between issuer and The McClatchy Company in exchange for $1,200,000.00 in cash, 15,354 shares of McClatchy Class A common stock having a closing market value of $39.03 per share on the effective date of the merger, and cash in lieu of fractional shares. Table I includes 30,000 share owned by a partnership in which the reporting person has an income interest. The reporting person claims beneficial ownership as to 97% of the shares. This option, which became entirely exercisable on June 20, 2006, was canceled in the merger in exchange for a cash payment of $22,154.60, representing the excess, if any, of (A) the product of (1) the number of shares of Knight Ridder common stock issuable upon exercise of such option multiplied by (2) the sum of (x) $40.00 plus (y) the product of 0.5118 multiplied by the closing price of McClatchy Class A common stock on the last trading day immediately preceding the closing of the merger, over (B) the aggregate exercise price of such Knight Ridder stock option. This option, which became entirely exercisable on June 20, 2006, was canceled in the merger in exchange for a cash payment of $17,967.00, representing the excess, if any, of (A) the product of (1) the number of shares of Knight Ridder common stock issuable upon exercise of such option multiplied by (2) the sum of (x) $40.00 plus (y) the product of 0.5118 multiplied by the closing price of McClatchy Class A common stock on the last trading day immediately preceding the closing of the merger, over (B) the aggregate exercise price of such Knight Ridder stock option. This option, which became entirely exercisable on June 20, 2006, was canceled in the merger in exchange for a cash payment of $23,559.20, representing the excess, if any, of (A) the product of (1) the number of shares of Knight Ridder common stock issuable upon exercise of such option multiplied by (2) the sum of (x) $40.00 plus (y) the product of 0.5118 multiplied by the closing price of McClatchy Class A common stock on the last trading day immediately preceding the closing of the merger, over (B) the aggregate exercise price of such Knight Ridder stock option. This option, which became entirely exercisable on June 20, 2006, was canceled in the merger in exchange for a cash payment of $5,467.00, representing the excess, if any, of (A) the product of (1) the number of shares of Knight Ridder common stock issuable upon exercise of such option multiplied by (2) the sum of (x) $40.00 plus (y) the product of 0.5118 multiplied by the closing price of McClatchy Class A common stock on the last trading day immediately preceding the closing of the merger, over (B) the aggregate exercise price of such Knight Ridder stock option. This option, which became entirely exercisable on June 20, 2006, was canceled in the merger for no consideration because the exercise price exceeded the value of the merger consideration. Phantom share units are credited under Compensation Plan for Nonemployee Directors and are paid in a lump sum in cash upon termination of service as a Director. /s/ Steve Rossi For: M. Kenneth Oshman 2006-06-29 -----END PRIVACY-ENHANCED MESSAGE-----